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).

 

 

Aspect	Hong Kong	Singapore
Inward Re-domiciliation	Allowed, effective May 23, 2025; preserves legal identity.	Not allowed; requires new incorporation.
Outward Re-domiciliation	Not permitted.	Not permitted.
Eligible Company Types	Limited/unlimited companies with share capital; no economic substance test.	N/A; incorporation open to limited/guarantee companies.
Tax Framework	Territorial tax; tax credits for double taxation; no stamp duty on re-domiciliation.	Territorial tax; no re-domiciliation tax framework; potential transfer taxes.
Compliance	Companies Ordinance applies post-re-domiciliation; reduces dual regulation.	Companies Act applies to new entities; dual regulation for foreign branches.
Processing Time	~2 weeks for re-domiciliation if documents in order.	Days for incorporation, but restructuring may take longer.
Attractiveness	High for companies seeking continuity and Asia-Pacific alignment.	High for new setups but less flexible for relocation.

 

Hong Kong’s re-domiciliation regime under the Companies Ordinance provides a significant advantage over Singapore’s Companies Act, which lacks any re-domiciliation provisions. Hong Kong’s inward-only regime allows foreign companies to relocate efficiently, preserving their legal identity and reducing compliance burdens, with a flexible eligibility framework and clear tax provisions. If Hong Kong can add an outward redomiciliation regime to the Companies Ordinance, then it will become more attractive to foreign capital and investment. Singapore, while a strong business hub, requires foreign companies to incorporate new entities, potentially incurring costs and disruptions. For companies aiming to domicile in Asia without losing corporate continuity, Hong Kong is currently the more attractive option. However, Singapore’s broader ecosystem (e.g., ASEAN access, tax incentives) may still appeal to companies starting anew or less concerned with re-domiciliation.