On 23 May 2025, the HKMA announced the immediate effect of the Companies (Amendment) (No. 2) Ordinance 2025, which establishes a company re-domiciliation regime in Hong Kong. The amendments to the Banking Ordinance require specified entities (AIs, holding companies, AMBs) to obtain HKMA approval before re-domiciliation, notify HKMA of key milestones, and prohibit banking institutions from re-domiciling to prevent public confusion regarding unauthorized banking activities.
This article was generated using SAMS, an AI technology by Timothy Loh LLP.
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Immediate Implementation of Re-domiciliation Regime
On 23 May 2025, the Hong Kong Monetary Authority (HKMA) issued a circular notifying that the Companies (Amendment) (No. 2) Ordinance 2025 (CAO 2025) has been gazetted and takes immediate effect, introducing an inward company re-domiciliation regime in Hong Kong. The CAO 2025 amends the Companies Ordinance (Cap. 622) and consequential amendments to the Banking Ordinance (Cap. 155) and related legislation, establishing new regulatory requirements for banking sector entities under the re-domiciliation framework.
Key Regulatory Requirements for Specified Entities
Under the new regime, Authorized Institutions (AIs), holding companies of AIs, and Approved Money Brokers (AMBs) – collectively referred to as 'specified entities' – must comply with the following requirements under the amended Banking Ordinance: (a) Obtain HKMA approval before applying to the Registrar of Companies to become a re-domiciled company; (b) Notify HKMA in writing and submit the certificate of re-domiciliation within a practicable timeframe after issuance; (c) Notify HKMA and submit evidence of deregistration in the original jurisdiction within a practicable timeframe after deregistration. Non-compliance with these requirements constitutes an offence punishable by fine and imprisonment.
Prohibition on Banking Institutions Re-domiciling
The amendments explicitly prohibit banking institutions defined under section 46(9) of the Banking Ordinance (including those with local representative offices approved under section 46(1)) from applying to become re-domiciled companies. This prohibition addresses public confusion risks regarding unauthorized banking business or deposit-taking activities in Hong Kong, and aligns with existing restrictions on the use of 'bank' in names and false statements about authorized status under the Banking Ordinance.
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