Consultation for a new re-domiciliation regime for non-Hong Kong companies
The Financial Services and the Treasury Bureau (“FSTB”) published a public consultation in March 2023 on proposals relating to the introduction of a new company re-domiciliation regime in Hong Kong ("New Regime”). The New Regime follows the Hong Kong government’s earlier regime to implement user-friendly fund re-domiciliation mechanisms for Open-Ended Fund Companies and Limited Partnership Funds in November 2021. The consultation period for the public to provide responses to the FSTB has ended on 31 May 2023?
Current status and the new re-domiciliation regime?
Since there is currently no re-domiciliation regime in Hong Kong, a non-Hong Kong company seeking to change its place of domicile to Hong Kong would either need to:?
As comparable common law jurisdictions such as New Zealand and Singapore already have re-domiciliation mechanisms in place, the FSTB proposes implementing the New Regime to install user-friendly mechanisms for non-Hong Kong companies to re-domicile to Hong Kong to help Hong Kong stay competitive internationally.?
The New Regime will operate on the basis that the property, rights, obligations and liabilities, as well as the relevant contractual and legal processes of the transferring non-Hong Kong company would not be affected. The re-domiciliation process should also not affect the transferring company’s tax obligations in its original jurisdiction.??
FSTB proposes that the New Regime be introduced by amending the Companies Ordinance (Cap. 622) ("CO”). We summarise the proposed amendments as follows.?
Eligibility for re-domiciliation?
The Registrar of Companies will administer and approve applications for re-domiciliation. The FSTB proposes the following criteria for a non-Hong Kong company (“Applicant”) to apply for re-domiciliation under the new regime:?
No economic substance test is intended to be introduced for the New Regime in Hong Kong.?
?Application process?
The following documents should be submitted to the Registrar of Companies along with the payment of the application fee:?
Upon successful application, the Applicant will be registered in the Companies Register maintained by the Companies Registry. The Registrar of Companies will issue a certificate of re-domiciliation, upon which the Applicant will be required to notify and provide evidence to the Registrar of Companies of its de-registration in its original jurisdiction within 60 days. If such documents required to be submitted to the Companies Registry are not English or Chinese, certified translations are necessary.??
Conclusion?
The introduction of a streamlined company re-domiciliation regime will be an important step to strengthen Hong Kong’s status as an international business hub and allow Hong Kong to remain competitive with other common law jurisdictions. The FSTB envisions to introduce and develop the amendment bill for submission to the Legislative Council in 2023/2024.??
Eddie Look and John Lee
For more information on corporate matters, please contact:
Eddie Look | Partner | Email
Disclaimer: This publication is general in nature and is not intended to constitute legal advice. You should seek professional advice before taking any action in relation to the matters dealt with in this publication.
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1 年Thank you for sharing new re-domiciliation regime with eligibility and application process. As per this amendment What will be the legal status of sister company?
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1 年The CCP should have a hands off approach. And not have the final strong off on this matter
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1 年This is a common request from international clients, and it is good to see another legislative initiative for constructive reform and development of our corporate law.