The Companies (Amendment) (No. 2) Bill 2024 was passed in LegCo on May 14, 2025. It introduces a company re-domiciliation regime and related amendments to address compliance costs and attract businesses to Hong Kong.
This article was generated using SAMS, an AI technology by Timothy Loh LLP.
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On May 14, 2025, the bill Companies (Amendment) (No. 2) Bill 2024 was passed in LegCo.
This bill introduces a company re-domiciliation regime that allows non-Hong Kong-incorporated companies to re-domicile to Hong Kong, as well as related amendments to other enactments.
The bill aims to address base erosion and profit-shifting risks by facilitating the transfer of domicile for companies facing increased compliance costs in offshore jurisdictions, particularly those with a business focus in the Asia-Pacific region.
It seeks to reduce the compliance burden for these companies by allowing them to maintain their legal identity and assets upon re-domiciliation, rather than undergoing costly and complex procedures.
Furthermore, it aims to attract non-Hong Kong-incorporated companies to re-domicile in Hong Kong, thereby boosting demand for professional services and creating more investment and job opportunities.
The proposal includes an inward-only re-domiciliation regime that allows non-Hong Kong-incorporated companies to transfer their domicile to Hong Kong by registering under the amended Companies Ordinance.
Successful re-domiciled companies will be able to preserve their legal identity and maintain their property, rights, obligations, and liabilities. The process will not affect their contractual or legal processes.
Re-domiciled companies will have the same rights as locally incorporated companies in Hong Kong and will be required to comply with relevant requirements under the amended Companies Ordinance.
The bill also includes provisions for tax-related amendments to address transitional tax matters and to ensure that re-domiciled companies are treated in the same way as Hong Kong-incorporated companies for tax purposes.
The bill also addresses the insurance sector's interest in a regime that would enable insurers incorporated elsewhere to re-domicile to Hong Kong.
It takes into account the smooth operation of existing re-domiciliation mechanisms for open-ended fund companies and limited partnership funds.
Additionally, it includes specific arrangements for companies with existing business in Hong Kong to facilitate their business continuity after re-domiciliation.
Authorization arrangements will be made for existing insurers and authorized institutions to ensure regulatory compliance upon re-domiciliation.
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