A client walked in last month with a BVI holding company and a bank problem. The bank wanted a tax residence certificate. The BVI could not issue one. His accountant proposed a new Hong Kong company, which meant transferring shares, re-signing every contract and restarting the audit history.

There is a third option. Since 23 May 2025 a company incorporated outside Hong Kong can move its domicile here without winding up and without creating a new legal entity. It is called inward re-domiciliation, and it sits in Part 17A of the Companies Ordinance.

The company stays; the domicile changes

Re-domiciliation is not a sale or a reincorporation. The same body corporate continues: same history, contracts, property, liabilities and litigation. What changes is the law governing its constitution. From the date the Companies Registry issues the certificate of re-domiciliation, the company is treated as a Hong Kong-incorporated company and files like any local company.

Continuity is the point. If you need a clean balance sheet, this is the wrong tool: existing liabilities travel with the company, and creditors must be notified before you apply.

By end-June 2026 the Registry had received 70 applications and completed 42, from BVI, Cayman, Bermuda and Luxembourg, including two insurers and one listed company.

Who qualifies, and who is wasting their time

The company must match one of four Hong Kong types: a private or public company limited by shares, or a private or public unlimited company with a share capital. Its first financial year in the original jurisdiction must have ended.

Then comes the condition that kills most applications. The law of the original place of incorporation must permit the company to move its domicile out. BVI, Cayman, Bermuda, Delaware and Singapore do. Mainland China does not. If you hold a PRC-incorporated company, a WFOE for example, this route is closed.

Also required: good faith, not defrauding creditors; notice served on every creditor; directors confirming the company can pay debts falling due within 12 months; and no liquidation or pending winding-up. Where no member approval mechanism exists in the original law or constitution, 75% of members must approve.

Notice what is absent: no minimum revenue, no asset test, no headcount, no economic substance requirement. A dormant holding company with one director can apply. Banks and insurers need prior assessment by the HKMA or the Insurance Authority; an overseas bank that is not an authorized institution is barred outright.

Cost, documents and the real timeline

The Registry fee is HK$6,050 electronic or HK$6,725 on paper. If refused, HK$5,020 or HK$5,580 is refundable, so a failed attempt costs roughly HK$1,030 to HK$1,145. A business registration fee and levy is added only if the company has never held a BR certificate.

You deliver Form NNC6 signed by a director, proposed Hong Kong articles, certified copies of the certificate of incorporation and constitutional documents, the latest accounts, a legal opinion on the original jurisdiction's rules, a directors' certificate and Form IRBR5. Documents in neither Chinese nor English need certified translations.

The Registry normally decides within two weeks of receiving everything. Do not plan around that. The real clock is 120 days after the re-domiciliation date, within which the company must finish deregistration at home and give the Registry evidence of it. Miss it and the registration can be revoked, the company reverting to a non-Hong Kong company with one month to register under Part 16. Extensions exist but must be applied for. Budget three to six months, most of it on the exit side.

Filings that arrive right after the certificate

• Form NNC3RD — each director's written consent, within 15 days.
• Form NSC21 — return of particulars of members at the re-domiciliation date.
• Form NM10 — charges created before the move, within one month.
• Registered office — a real Hong Kong address that receives government mail.
• Company secretary — a Hong Kong resident individual, or a Hong Kong company with a TCSP licence. The sole director cannot also be secretary.
• SCR — significant controllers register kept at the registered office.
• NAR1 — within 42 days of each anniversary of the re-domiciliation date. HK$105 on time; up to HK$3,480 beyond nine months.
• Audit — audited accounts every year, no small-company exemption.

The tax question, answered honestly

Profits tax is charged on profits arising in or derived from Hong Kong, not on domicile. If the company was already trading here, those pre-move profits stay taxable and nothing resets. If it never carried on business here, no Hong Kong profits tax arises for the earlier period.

Two things improve. First, the Inland Revenue Ordinance now treats a re-domiciled company as "incorporated in Hong Kong". That gives treaty access: a tax residence certificate becomes obtainable, which was what the bank wanted, and it supports the 5% dividend rate under the mainland arrangement instead of 10%. Second, where the original jurisdiction charges exit tax on unrealised gains triggered by the move, unilateral tax credits offset Hong Kong profits tax later charged on the same income.

Rates are unchanged: 8.25% on the first HK$2 million of assessable profits, 16.5% after that. No dividend withholding tax. No stamp duty on the re-domiciliation itself, because no shares or property change hands.

Watch two edges. If the company sits in a group with entities outside Hong Kong, the foreign-sourced income exemption regime now applies to it, so dividend and interest flows need substance behind them. And read your loan and shareholder agreements for consent clauses before filing: banks re-run KYC on the new certificate and some freeze accounts until they do.

Weighing a BVI holding company against a new Hong Kong entity? Send the group chart to info@lcpa.com.cn or call 00852-55749538. Lemon Accountancy handles re-domiciliation coordination, Hong Kong audit and profits tax filing.

General information on Part 17A of the Companies Ordinance (Cap. 622) and the Companies Registry's guidance and fee schedule. Not legal or tax advice; outcomes depend on your own facts.