Knowledge

Changes to Hong Kong company law which are expected to pass into law during Q1 2025 will allow offshore-style inward redomiciliation of non-Hong Kong incorporated companies to Hong Kong.

The legal mechanism for the proposed inward migration regime effectively mirrors the familiar offshore-style company redomiciliation and continuation process.

Although we do not advise on Hong Kong law, the process (in addition to any transfer out requirements under the company's existing jurisdiction) requires a legal opinion from a legal practitioner who practises the law of the place of incorporation of the company – and given the popularity of British Virgin Islands and Cayman Islands structures in Hong Kong and Asia, offshore counsel will be involved.

The Hong Kong Registrar of Companies will be responsible for administering and approving applications, and they anticipate a two-week approval process.

Key points of the proposed regime include:

• Companies must be solvent, and audited / non-audited financial statements no more than 12 months old will be required as part of an application
• Applications must be made in good faith, and shareholders must have consented either as required by the law of the original domicile or constitutional documents, or by a resolution passed by at least 75% of eligible shareholders
• Companies must have been incorporated for at least one financial year at the date of application
• The redomiciliation regime is "one way" – it allows for inward re-domiciliation only

Redomiciled companies will be regarded as a company incorporated in Hong Kong with effect from the date of re-domiciliation date, and will have the same rights and obligations as any other Hong Kong incorporated company of its kind.

With Cayman and BVI-admitted corporate law specialists in Asia, the Caribbean and Europe who are experienced in corporate migrations and redomiciliations, the Bedell Cristin team is well-placed to support clients in the process of redomiciling offshore companies into Hong Kong.

If you would like any further information, please get in touch with your usual Bedell Cristin contact or one of the contacts listed.