How to Redomicile (re-domiciliate) a Company to Hong Kong, Step-by-step Guide (2026)

Last reviewed: 17 May 2026

Since the Companies (Amendment) (No. 2) Ordinance 2025 took effect on 23 May 2025, foreign-incorporated companies have been able to redomicile a company to Hong Kong without the cost, disruption or contractual novation that a full liquidation-and-reincorporation would demand. The new inward re-domiciliation regime, inserted into the Companies Ordinance (Cap. 622), allows an eligible body corporate to transfer its domicile to Hong Kong and become registered as a Hong Kong company, retaining its legal personality, contracts, assets and liabilities throughout the process.

This guide walks directors, CFOs, in-house counsel and company secretaries through every stage of company redomiciliation, from the initial eligibility assessment through Form NM1 filing and on to post-redomiciliation compliance, drawing on the Companies Registry’s published guidance, the Inland Revenue Department’s tax notes, and practitioner experience accumulated during the regime’s first year of operation.

Quick Answer: Can You Redomicile a Company to Hong Kong?

Yes. Since 23 May 2025, any body corporate incorporated outside Hong Kong may apply to re-domicile inward, provided it satisfies the eligibility tests set out in Part 16A of Cap. 622. The company does not need to wind up in its original jurisdiction first. Instead, its legal identity continues seamlessly once the Registrar of Companies issues a Certificate of Re-domiciliation.

Inward re-domiciliation to Hong Kong is particularly attractive for holding companies seeking access to the territory’s extensive double-taxation-agreement network, technology businesses relocating closer to Greater Bay Area markets, and family-office vehicles looking for a well-regulated, common-law corporate environment. If you already operate in or through Hong Kong and your existing offshore structure no longer serves a clear commercial purpose, redomiciliation is likely more efficient, and considerably less expensive, than a fresh incorporation plus asset transfer.

Legal Framework and Key Dates for Redomiciling a Company to Hong Kong

The statutory foundation is the Companies (Amendment) (No.2) Ordinance 2025, which inserted new Part 16A (sections 820A–820ZH) into Cap. 622. The Hong Kong Companies Registry published an accompanying Guide on Company Re-domiciliation and an operational FAQ, both of which remain the primary reference material for applicants and their advisers.

Industry observers expect the regime to be reviewed after its initial operating period, with possible expansion to cover additional entity types. For now, the regime applies to bodies corporate only, it does not extend to limited partnerships, trusts, or statutory corporations.

Who Can Apply: Eligibility and Pre-Checks for Inward Re-domiciliation to Hong Kong

Not every foreign company will qualify. The Companies Registry’s FAQ and Guide set out several cumulative eligibility requirements. Failing any one of them will result in the application being refused or returned, so a thorough pre-check is essential before committing to professional fees.

Core Statutory Eligibility Tests

• Body corporate status. The applicant must be a body corporate, not a partnership, sole trader, trust, statutory body or unincorporated association.
• Laws of origin permit outward re-domiciliation. The jurisdiction in which the company is currently incorporated must allow the company to migrate out. If local law prohibits outward continuation (as is the case in some civil-law jurisdictions), inward re-domiciliation to Hong Kong is not available.
• At least one completed financial year. The applicant must have completed a minimum of one financial year since its original incorporation. Newly formed shell entities that have not yet closed their first accounts are ineligible.
• Solvency requirement. The company must be solvent at the time of application. A statutory declaration of solvency, signed by all or a majority of directors, must accompany the Form NM1 filing, confirming that the company is able to pay its debts as they fall due.
• No winding-up or equivalent proceedings. The company must not be the subject of any winding-up, insolvency, receivership or equivalent proceeding in any jurisdiction.
• Compliance with creditor-protection requirements. Where the laws of the original jurisdiction require creditor notices, gazette publications or court orders before outward re-domiciliation, the applicant must demonstrate that those requirements have been satisfied.

Outward Re-domiciliation Check, How to Confirm in Other Jurisdictions

Before initiating the Hong Kong process, obtain a legal opinion from counsel in the company’s jurisdiction of incorporation confirming that outward re-domiciliation (or “continuation”) is lawful. Common outward-continuation jurisdictions include the British Virgin Islands, the Cayman Islands, Bermuda, Samoa, Seychelles and several Canadian provinces. Some EU member-state companies may face restrictions; a jurisdiction-specific check is non-negotiable.

Step-by-Step Inward Re-domiciliation Process, How to Redomicile a Company to Hong Kong

The following procedural flow reflects the Companies Registry’s Guide on Company Re-domiciliation and the practical experience of corporate services providers who have handled filings since the regime commenced.

Step 1: Board Resolution and Member Approvals

Convene a board meeting to approve the proposed re-domiciliation. The board resolution should authorise the filing of Form NM1 with the Hong Kong Companies Registry, appoint a designated representative to liaise with the Registry, and confirm the company’s solvency. In most cases, a special resolution of members (or the equivalent under the company’s constitutional documents) is also required. Check the company’s articles or bye-laws for any enhanced-majority or unanimity provisions that apply to fundamental corporate changes.

Practical tip: Draft the board resolution to also approve, in principle, the adoption of a new set of articles of association compliant with Cap. 622, and the appointment of a Hong Kong-resident company secretary. Bundling these approvals at the outset avoids the need to reconvene after registration.

Step 2: Prepare Pre-Application Documents

The documentary requirements are substantial. At a minimum, applicants should prepare the following:

• Certified copy of the certificate of incorporation (or equivalent) from the original jurisdiction, certified by a legal practitioner or notary.
• Certified copy of the company’s constitutional documents (memorandum and articles, bye-laws or equivalent) as currently in force.
• Audited financial statements for the most recently completed financial year.
• Statutory declaration of solvency signed by the directors, confirming the company can pay its debts as they fall due.
• Written consent of each director to act as a director of the re-domiciled Hong Kong company.
• Particulars of the proposed Hong Kong registered office address.
• Particulars of the proposed company secretary (who must be a Hong Kong resident individual or a corporation with a registered office in Hong Kong).
• Legal opinion from counsel in the original jurisdiction confirming that outward re-domiciliation is permitted and that all local requirements (creditor notices, gazette publications, court orders) have been or will be satisfied.

All documents not in English or Chinese must be accompanied by a certified translation. Documents executed outside Hong Kong may require notarisation and, depending on the jurisdiction, apostille or consular authentication.

Step 3: Complete and File Form NM1 with the Hong Kong Companies Registry

Form NM1 is the prescribed application form for inward re-domiciliation. It must be filed with the Companies Registry together with the supporting documents listed above and the prescribed filing fee. A detailed field-by-field walkthrough of Form NM1 appears in the dedicated section below.

Step 4: Companies Registry Review and Registration

Once the Registry receives Form NM1 and the full supporting pack, it conducts a substantive review. The Registrar may raise requisitions, requests for additional information, corrected documents, or clarification of compliance with the laws of the original jurisdiction. Prompt and thorough responses to requisitions are critical; delays at this stage are the single largest cause of extended timelines.

If satisfied, the Registrar issues a Certificate of Re-domiciliation. From the date stated on that certificate, the company is treated as if it were incorporated under Cap. 622. Its legal personality continues; contracts, property, rights and obligations transfer automatically without the need for novation or assignment.

Step 5: Post-Registration Actions

Registration is not the finish line. Several post-registration steps must be completed promptly:

• Business Registration. Apply to the Inland Revenue Department for a Business Registration Certificate within one month of the date of the Certificate of Re-domiciliation.
• Registered office address. Confirm and maintain a registered office in Hong Kong at which statutory documents can be served.
• Company secretary. Ensure a qualified Hong Kong company secretary is in place. For a private company, this must be a natural person ordinarily resident in Hong Kong or a body corporate with a registered office or place of business in Hong Kong.
• Statutory registers. Establish and maintain the Hong Kong statutory registers (register of members, register of directors, register of company secretaries, significant controllers register).
• Notify the original jurisdiction. Complete any deregistration or striking-off steps required by the laws of the original jurisdiction to finalise the outward re-domiciliation.

Common Errors That Delay or Derail Applications

• Submitting uncertified or improperly notarised copies of constitutional documents.
• Omitting the certified translation of non-English/non-Chinese documents.
• Filing a solvency declaration signed by fewer than the required number of directors.
• Failing to obtain the legal opinion from counsel in the original jurisdiction before filing.
• Providing financial statements that do not cover a completed financial year.

Form NM1 Hong Kong Explained: Fields, Common Mistakes and Completed Example

Form NM1 is the gateway document for every inward re-domiciliation to Hong Kong. The form collects the information the Registrar needs to assess eligibility, identify the company and its officers, and create the Hong Kong company register entry. Below is a field-by-field walkthrough based on the Companies Registry’s published template.

Tip to speed approval: Before filing, have a Hong Kong corporate services professional review the completed NM1 alongside the full document pack. A pre-submission compliance check catches the majority of issues that trigger Registry requisitions and can shave weeks off the overall timeline.

Redomicile Timeline and Fees: Realistic Expectations

Timelines vary depending on the complexity of the application, the responsiveness of the applicant and its advisers, and the volume of applications being processed by the Companies Registry at any given time. The table below provides indicative ranges based on straightforward applications.

Key variables: Complex multi-jurisdictional structures, the need for court approvals in the original jurisdiction, legalisation or apostille requirements, and the publication of creditor notices can all extend the timeline significantly. Budget for a total elapsed time of three to six months from board resolution to final completion in straightforward cases.

Post-Redomiciliation Compliance: What Changes and Ongoing Obligations

Once the Certificate of Re-domiciliation is issued, the company is a Hong Kong company for all purposes under Cap. 622. This triggers a new set of corporate services obligations that may differ materially from those in the original jurisdiction. The comparison table below highlights the key shifts.

Failure to comply with Hong Kong’s post-redomiciliation compliance obligations can result in fines, prosecution of directors, and, in extreme cases, striking off the company from the register.

Practical Risks, Tax and Governance Considerations

Re-domiciliation is not merely a corporate housekeeping exercise. Several strategic considerations deserve attention before committing to the process.

• Tax residence. The Inland Revenue Department has published guidance confirming that a re-domiciled company is subject to Hong Kong’s profits tax regime on the same territorial-source basis as any other Hong Kong company. Re-domiciliation does not, by itself, create a tax liability on worldwide income. However, the change in domicile may have tax consequences in the original jurisdiction or in other jurisdictions where the company operates. Independent tax advice is essential.
• Creditor claims. The continuity of legal personality means that all debts and obligations carry over. Creditors cannot be prejudiced by the re-domiciliation. Where creditor-notice requirements exist in the original jurisdiction, non-compliance can expose directors to personal liability.
• Regulatory licences. If the company holds regulatory licences (e.g., financial services, insurance, telecommunications), re-domiciliation may require prior approval from or notification to the relevant regulator. In regulated sectors, early engagement with the regulator is critical.
• Governance alignment. The company’s articles of association must be reviewed and, where necessary, amended to comply with Cap. 622. Constitutional provisions that conflict with mandatory Hong Kong law will be unenforceable.

Client-Ready Company Secretarial Checklist for Inward Re-domiciliation

Use this checklist to track progress from initial decision through to full Hong Kong compliance. Each item maps to the procedural steps described above.

1. Obtain legal opinion from counsel in the original jurisdiction confirming outward re-domiciliation is permitted.
2. Pass board resolution approving re-domiciliation and authorising Form NM1 filing.
3. Pass special resolution (or equivalent member approval) if required by the company’s constitutional documents.
4. Prepare certified copies of the certificate of incorporation and constitutional documents.
5. Prepare audited financial statements for the most recently completed financial year.
6. Execute statutory declaration of solvency, signed by the required majority of directors.
7. Obtain written director consents and compile director and secretary particulars.
8. Arrange certified translations of any non-English/non-Chinese documents.
9. Arrange notarisation and apostille/consular legalisation where required.
10. Complete Form NM1 and compile the full document pack.
11. File Form NM1 and supporting documents with the Hong Kong Companies Registry; pay the prescribed fee.
12. Respond to any Registry requisitions promptly.
13. Receive Certificate of Re-domiciliation.
14. Apply for Business Registration Certificate with the IRD within one month.
15. Appoint a Hong Kong company secretary and confirm the registered office address.
16. Establish statutory registers (members, directors, significant controllers).
17. Adopt Cap. 622-compliant articles of association.
18. Complete deregistration or striking-off in the original jurisdiction.
19. Diarise ongoing Hong Kong filing deadlines (annual return, immigration and employment obligations if staff relocate, audit cycle, profits tax return).

Sources

1. Companies Registry, Re-domiciliation Overview
2. Companies Registry, Guide on Company Re-domiciliation
3. Companies Registry, FAQ (Re-domiciliation)
4. Inland Revenue Department, Company Re-domiciliation Tax Guidance
5. PwC Hong Kong, Procedural and Tax Commentary
6. Vistra, Complete Guide to Hong Kong Company Re-domiciliation
7. Charltons, Hong Kong Company Re-domiciliation Regime
8. Slaughter and May, Hong Kong Launches Company Re-domiciliation Regime
9. China Briefing, Hong Kong Re-domiciliation Regime