Hong Kong Launches Re-domiciliation Regime for Foreign Companies: What Global Businesses Should Know

On 23 May 2025, the Companies (Amendment) (No. 2) Ordinance 2025 officially came into force, introducing a long-anticipated company re-domiciliation regime in Hong Kong. This legislative milestone enables foreign-incorporated companies to transfer their place of incorporation to Hong Kong without going through dissolution or re-incorporation, bringing the city in line with other major international financial centers such as Singapore, the BVI, and Luxembourg.

At SFM Corporate Services, we view this development as a significant opportunity for global companies seeking to benefit from Hong Kong’s competitive tax regime, world-class infrastructure, and strategic gateway to Mainland China.

What Is Re-domiciliation?

Re-domiciliation allows a company incorporated in one jurisdiction to change its legal home to another jurisdiction, while preserving its corporate identity, continuity of operations, and existing contractual obligations. With the enactment of this regime, non-Hong Kong companies can now apply for continuation as a Hong Kong company under the Companies Ordinance (Cap. 622), specifically Part 16

Key Updates Under the Amendment Ordinance

1. New Legal Definition of “Place of Incorporation”

The term now includes both the original jurisdiction where a company was first incorporated and any subsequent jurisdiction(s) where it has been re-domiciled. This clarification applies across the Companies Ordinance and its subsidiary legislation (Cap. 622J and Cap. 622M).

2. Dual Disclosure Requirement

Non-Hong Kong companies must now display each place of incorporation — both original and most recent — at all business premises and on every business document. For example: “Incorporated in Country A and continued in Country C.”

3. New Filing Obligation

Registered non-Hong Kong companies are now required to file a Return of Change of Place of Incorporation (Form NN16) within one month of any change to their domicile status. This allows the Hong Kong Companies Registry to maintain an accurate and transparent record of corporate lineage.

4. Revised Application Procedures

Companies registering under Part 16 must submit certified copies of:

• The original Certificate of Incorporation
• Any subsequent Certificates of Registration reflecting re-domiciliation events

Translations may be required if these documents are in a non-English/Chinese language, as specified in Cap. 622J.

5. Updated Forms and Guidance

A new Form NN16 has been introduced, while Form NN1 has been revised to reflect the new filing requirements. Although no changes were made to Forms NN2, NN3, and NN9, their guidance notes now incorporate the expanded definition of “place of incorporation.”

Strategic Implications

This change cements Hong Kong’s status as a future-ready jurisdiction that embraces corporate mobility while maintaining robust regulatory standards. It opens the door for businesses in unstable or less favorable jurisdictions to relocate to a more stable and globally connected financial ecosystem — without interrupting operations or losing corporate history.

How SFM Can Help

Whether you're considering re-domiciliation or need expert guidance on registering a foreign entity in Hong Kong, SFM Corporate Services offers end-to-end support. From evaluating eligibility and preparing documentation to liaising with the Hong Kong Companies Registry, we streamline the entire process so your business can transition with confidence.

Contact us today to speak with a corporate advisor.