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 identity and business continuity, 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:
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
Both Hong Kong and Singapore have established a framework that aims to enhance attractiveness as a business hub and facilitate cross-border business operations.
Feature |
|
Hong Kong |
|
Singapore |
Legal Framework |
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Companies Ordinance (Amendment) 2025 |
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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:
|
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 |
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