Briefly
On 23 Might 2025, the Hong Kong authorities gazetted the Corporations (Modification) (No.2) Ordinance (“Ordinance”), enacting a complete re-domiciliation regime that permits non-Hong Kong integrated firms to re-domicile to Hong Kong whereas preserving company id and enterprise continuity. Functions for re-domiciliation might now be made to the Corporations Registry.
Please check with our tax alert dated right this moment for particulars of the tax implications beneath the brand new regime and our earlier consumer alert which units out additional particulars of the brand new regime.
Alongside a number of modifications to terminology and relevant advantageous ranges, a number of committee stage amendments to the Corporations (Modification) (No.2) Invoice 2024 (“Invoice”) have been adopted within the Ordinance, specifically:
If the regulation of its authentic domicile or its constitutional doc doesn’t require shareholders’ consent for re-domiciliation, a non-Hong Kong integrated firm making use of to re-domicile to Hong Kong (“Applicant”) should receive shareholders’ consent by a decision duly handed by a minimum of 75% of the eligible shareholders. The Ordinance clarifies that the decision should be handed by a majority of a minimum of 75% of the variety of eligible members or members representing a minimum of 75% of the overall voting rights of all eligible members at a gathering or in writing beneath the regulation of the place of incorporation and the constitutional doc of the Applicant.
Earlier than submitting the re-domiciliation software, the Applicant should notify all collectors of its intention to re-domicile to Hong Kong. The Ordinance requires that the board of director of the Applicant be happy that the Applicant will be capable of pay its money owed as they fall due throughout the interval of 12 months starting on the appliance date, reasonably than having the ability to pay its money owed in full inside such interval as specified within the Invoice.
As a part of the appliance for re-domiciliation, a authorized opinion issued by a authorized practitioner from the Applicant’s jurisdiction of incorporation confirming fulfilment of varied eligibility standards is required to be submitted. The Ordinance requires that this authorized opinion be issued inside 35 days earlier than the appliance date.
We be aware some further remarks made by the Hong Kong authorities throughout the legislative course of:
- The federal government has reached out to the related authorities of a number of key offshore jurisdictions comparable to Bermuda, the British Virgin Islands, and the Cayman Islands to solicit their facilitation for the orderly re-domiciliation of firms to Hong Kong. Particularly, the authorities in Bermuda will course of the federal government’s request for designating Hong Kong as one among its appointed jurisdictions such {that a} case-by-case software for re-domiciliation will now not be essential in Bermuda.
- The Corporations Registry has printed a “Information on Firm Re-domiciliation” on its web site, which consists of detailed info on software procedures, documentation and publish re-domiciliation obligations. Additional, a devoted thematic part has additionally been established to supply firms with streamlined entry to assets and steering. The Corporations Registry will additional contemplate to incorporate an inventory of comparable abroad firm sorts which have been efficiently authorized to be re-domiciled firms.
- The federal government will promote the re-domiciliation regime to overseas enterprises and can proceed to observe and evaluation its implementation in contemplating whether or not different types of physique corporates can be allowed to re-domicile to Hong Kong.
Our Agency is within the technique of aiding a number of purchasers to evaluate their eligibility for re-domiciliation and put together their re-domiciliation software. We might be delighted to help you with the next:
- A feasibility examine, together with structuring and evaluation from each authorized and tax views
- Making ready a re-domiciliation software and customization of the Hong Kong articles of affiliation
- Coordination with abroad counsels, Hong Kong trade regulators and the Hong Kong Corporations Registry
- Publish-migration compliance, together with provision of firm secretarial and compliance companies
For additional info, please attain out to our attorneys set out beneath “Contact Us” or your typical Baker McKenzie contact.
Briefly
On 23 Might 2025, the Hong Kong authorities gazetted the Corporations (Modification) (No.2) Ordinance (“Ordinance”), enacting a complete re-domiciliation regime that permits non-Hong Kong integrated firms to re-domicile to Hong Kong whereas preserving company id and enterprise continuity. Functions for re-domiciliation might now be made to the Corporations Registry.
Please check with our tax alert dated right this moment for particulars of the tax implications beneath the brand new regime and our earlier consumer alert which units out additional particulars of the brand new regime.
Alongside a number of modifications to terminology and relevant advantageous ranges, a number of committee stage amendments to the Corporations (Modification) (No.2) Invoice 2024 (“Invoice”) have been adopted within the Ordinance, specifically:
If the regulation of its authentic domicile or its constitutional doc doesn’t require shareholders’ consent for re-domiciliation, a non-Hong Kong integrated firm making use of to re-domicile to Hong Kong (“Applicant”) should receive shareholders’ consent by a decision duly handed by a minimum of 75% of the eligible shareholders. The Ordinance clarifies that the decision should be handed by a majority of a minimum of 75% of the variety of eligible members or members representing a minimum of 75% of the overall voting rights of all eligible members at a gathering or in writing beneath the regulation of the place of incorporation and the constitutional doc of the Applicant.
Earlier than submitting the re-domiciliation software, the Applicant should notify all collectors of its intention to re-domicile to Hong Kong. The Ordinance requires that the board of director of the Applicant be happy that the Applicant will be capable of pay its money owed as they fall due throughout the interval of 12 months starting on the appliance date, reasonably than having the ability to pay its money owed in full inside such interval as specified within the Invoice.
As a part of the appliance for re-domiciliation, a authorized opinion issued by a authorized practitioner from the Applicant’s jurisdiction of incorporation confirming fulfilment of varied eligibility standards is required to be submitted. The Ordinance requires that this authorized opinion be issued inside 35 days earlier than the appliance date.
We be aware some further remarks made by the Hong Kong authorities throughout the legislative course of:
- The federal government has reached out to the related authorities of a number of key offshore jurisdictions comparable to Bermuda, the British Virgin Islands, and the Cayman Islands to solicit their facilitation for the orderly re-domiciliation of firms to Hong Kong. Particularly, the authorities in Bermuda will course of the federal government’s request for designating Hong Kong as one among its appointed jurisdictions such {that a} case-by-case software for re-domiciliation will now not be essential in Bermuda.
- The Corporations Registry has printed a “Information on Firm Re-domiciliation” on its web site, which consists of detailed info on software procedures, documentation and publish re-domiciliation obligations. Additional, a devoted thematic part has additionally been established to supply firms with streamlined entry to assets and steering. The Corporations Registry will additional contemplate to incorporate an inventory of comparable abroad firm sorts which have been efficiently authorized to be re-domiciled firms.
- The federal government will promote the re-domiciliation regime to overseas enterprises and can proceed to observe and evaluation its implementation in contemplating whether or not different types of physique corporates can be allowed to re-domicile to Hong Kong.
Our Agency is within the technique of aiding a number of purchasers to evaluate their eligibility for re-domiciliation and put together their re-domiciliation software. We might be delighted to help you with the next:
- A feasibility examine, together with structuring and evaluation from each authorized and tax views
- Making ready a re-domiciliation software and customization of the Hong Kong articles of affiliation
- Coordination with abroad counsels, Hong Kong trade regulators and the Hong Kong Corporations Registry
- Publish-migration compliance, together with provision of firm secretarial and compliance companies
For additional info, please attain out to our attorneys set out beneath “Contact Us” or your typical Baker McKenzie contact.
