Re-domiciliation regime

Overview of Re-Domiciliation

 

Redomiciliation is a legal process allowing a company to change its place of incorporation from one jurisdiction to another while retaining its legal personality, including corporate history, management structure, assets, intellectual property, contracts, and regulatory approvals. This is distinct from methods like liquidation, cross-border mergers, or asset transfers, which can be administratively complex, costly, and disruptive to business continuity. Jurisdictions like Singapore, Canada, New Zealand, Australia, and several US states already permit re-domiciliation, offering flexibility for international business relocation.

 

Hong Kong, effective from May 23, 2025, introduced an inward-only re-domiciliation regime under the Companies (Amendment) (No. 2) Ordinance 2025, allowing non-Hong Kong companies to re-domicile there while preserving their legal identity. This regime, administered by the Hong Kong Companies Registry, requires the original jurisdiction to permit outward re-domiciliation, among other conditions like solvency and eligibility based on company type (e.g., limited by shares, unlimited with share capital). After obtaining the certificate of re-domiciliation from the Hong Kong Companies Registrar, the redomiciled company must complete the deregistration in its place of incorporation and submit to the Registrar the evidence of such deregistration within 120 days.

 

A Comparison with Singapore

 

Singapore has provisions for redomiciliation similar to Hong Kong. The Companies (Amendment) Act 2017 introduced a framework that allows foreign companies to transfer their registration to Singapore, provided certain conditions are met.

Key Points of Singapore's Redomiciliation Rules:

1. Eligibility: The foreign company must be incorporated in a jurisdiction that permits outward redomiciliation.
2. Application Process:
   • The company must apply to the Accounting and Corporate Regulatory Authority (ACRA) in Singapore.
   • Relevant documents, including a copy of the company's constitution and a statutory declaration, must be submitted.
3. Conditions:
   • The company must have a registered office in Singapore.
   • It must comply with the Singapore Companies Act
   • There is a size requirement imposed on the applicant that intends to redomicile to Singapore.
4. Continuity of Legal Entity: The redomiciliation process allows the company to maintain its legal identity and continuity of operations, including retaining its assets and liabilities.
5. Regulatory Compliance: After redomiciliation, the company is subject to Singapore's corporate laws and regulations.

This framework aims to enhance Singapore's attractiveness as a business hub and facilitate cross-border business operations.

 

The conditions for redomiciliation to Singapore under the Companies (Amendment) Act 2017 include the following:

1. Eligibility of Jurisdiction: The foreign company must be incorporated in a jurisdiction that allows for outward domiciliation. 

2. Application to ACRA: The company must submit an application to the Accounting and Corporate Regulatory Authority (ACRA) along with the required documents.

3. Registered Office: The company must establish a registered office in Singapore.

4. Constitution: A copy of the company's constitution, compliant with Singapore law, must be provided.

5. Statutory Declaration: A statutory declaration by a director or secretary of the company confirming that the company meets the conditions for redomiciliation.

6. Compliance with Singapore Laws: The company must comply with the provisions of the Singapore Companies Act and other relevant regulations after redomiciliation.

7. No Outstanding Liabilities: The company should not have any outstanding liabilities that would affect its ability to operate in Singapore.

8. Approval from Shareholders: Depending on the company's constitution, approval from shareholders may be required for the redomiciliation process.

These conditions ensure that the redomiciliation process is orderly and that the company aligns with Singapore's legal and regulatory framework.

Comparison of Redomiciliation Rules

Feature		Hong Kong		Singapore
Legal Framework		Companies Ordinance (Amendment) 2025		Companies (Amendment) Act 2017
Eligibility		Foreign companies from jurisdictions that allow outward domiciliation		Foreign companies from jurisdictions that allow outward domiciliation
Size requirement		No size requirement		Applicant must meet any 2 of the following conditions: Amount of total assets > S$10m, Annual revenue >S$10m, Number of employees >50
Application Authority		Companies Registry		Accounting and Corporate Regulatory Authority (ACRA)
Required Documents		Application form, company constitution, statutory declaration		Application form, company constitution, statutory declaration
Registered Office		Must establish a registered office in Hong Kong		Must establish a registered office in Singapore
Compliance with Local Laws		Must comply with the Hong Kong Companies Ordinance		Must comply with the Singapore Companies Act
Approval from shareholders		Not explicitly required		May require approval depending on the constitution
Timeline		1 to 2 months		Typically, 1 to 3 months
Continuity of Legal Entity		Maintains legal identity and continuity		Maintains legal identity and continuity