Re-domicile of a Company to Hong Kong

A company that is not incorporated in Hong Kong may make an application under section 820B of the Companies Ordinance (Cap. 622 of the Laws of Hong Kong) (the “Companies Ordinance”) to be registered as a re-domiciled company in Hong Kong. A successful application would result in the non-Hong Kong company relocating its legal domicile from its place of original domicile to Hong Kong while preserving its corporate identity, operational continuity, and pre-existing legal obligations.

Note: The company applying to be re-domiciled to Hong Kong is referred to in this note as the “non-Hong Kong company” or “company” depending on the context in which they are used.

Eligibility Requirements

The non-Hong Kong company to be re-domiciled to Hong Kong must meet the following requirements to be eligible to apply for re-domiciliation:

• the non-Hong Kong company must either be a private or public company limited by shares or an unlimited private or public company with a share capital;
• the non-Hong Kong company has been incorporated for at least one financial year;
• the laws of the original place of incorporation permits re-domiciling out of the jurisdiction and does not prohibit re-domiciling to Hong Kong, and the non-Hong Kong company has complied with those laws;
• the re-domiciliation application is not intended to defraud creditors and is made in good faith;
• all shareholder approval and other consent requirements under the laws of the original place of incorporation, constitutional documents (e.g. Memorandum and Articles of Association) and/or contracts or undertakings have been obtained or waived (as applicable);
• shareholder approval requirements under the Hong Kong Companies Ordinance are met;
• all creditors have been notified of the re-domiciliation proposal;
• the non-Hong Kong company is able to pay its debts which fall due within the period of 12 months from the application date; and
• the non-Hong Kong company (a) is not the subject of any petition, proceedings or order for the winding up or liquidation of the non-Hong Kong company; (b) has not passed any resolution for winding up or liquidation; (c) has not been notified of the appointment of any receiver or manager with respect to the non-Hong Kong company and/or its assets and there is no person acting as such; or (d) has not entered into any scheme, order, comprise or arrangement relating to the insolvency of the non-Hong Kong company.

The Hong Kong Companies Registrar will refuse a re-domiciliation application if it is of the opinion that the company will be likely to be used for an unlawful purpose or a purpose contrary to public interest after re-domiciling to Hong Kong.

Application Process

The key documents required for the application include:

1. Form NNC6 – Re-domiciliation Form;
2. Copy of the proposed Articles of Association;
3. Documents to accompany the Re-domiciliation Form;
   1. certified copy of the certificate of incorporation or its equivalent issued under the law of the place of incorporation;
   2. if the non-Hong Kong company has previously undergone re-domiciliation to another jurisdiction, a certified copy of the certificate of registration under that jurisdiction;
   3. a certified copy of all constitutional documents of the non-Hong Kong company;
   4. a certified copy of the shareholders’ resolution passed under the law of the place of incorporation and the constitutional document of the non-Hong Kong company (e.g. Memorandum and Articles of Association) approved by a majority of at least 75% of eligible shareholders approving the re-domiciliation (where required);
   5. accounts or audited accounts of the non-Hong Kong company as at a date no more than 12 months before the re-domiciliation application date;
   6. certificate issued by the board of directors within 35 days before the application date and signed by a director;
   7. legal opinion from a legal practitioner in the place of incorporation issued within 35 days before the application date;
4. IRBR5 – Notice to Business Registration Office;
5. Application and Registration Fee (HK$6,050 for electronic application; HK$6,725 for paper application) and Business Registration Fee.