HKMA Circular on Company Re-domiciliation Regime for Specified Entities

55th Floor, Two International Finance Centre, 香 港 中 環 金 融 街 8 號 國 際 金 融 中 心 2 期 55 樓 8 Finance Street, Central, Hong Kong 網 址：www.hkma.gov.hk Website: www.hkma.gov.hk Our Ref.: B1/15C B4/7C C2/7C 23 May 2025

The Chief Executive
All Authorized Institutions
All Approved Money Brokers
The Chief Representative
All Local Representative Offices
Dear Sir/Madam,
Company Re-domiciliation Regime
I am writing to draw your attention that the Companies (Amendment) (No. 2) Ordinance 2025 (the “CAO 2025”), which seeks to introduce an inward company re-domiciliation regime in Hong Kong, has been gazetted today and takes immediate effect. The CAO 2025 has amended the Companies Ordinance (Cap.
622) (“CO”) and also introduced consequential amendments to the Banking
Ordinance (Cap. 155) (“BO”) and its subsidiary legislation as well as other related legislation. A list of major legislation relevant to the banking sector so amended is set out in the Annex to this letter. Background Under the company re-domiciliation regime introduced by the CAO 2025, re￾domiciled companies will, in general, have the same rights as any Hong Kong￾incorporated companies of their kind in Hong Kong, and be required to comply with the relevant requirements as other locally-incorporated companies under the CO. Under the existing banking regulatory regime in Hong Kong, there are certain differences in the statutory and regulatory requirements in respect of Hong Kong￾incorporated and non-Hong Kong-incorporated entities. Authorized institutions (“AIs”), holding companies of AIs and approved money brokers (“AMBs”)

2 incorporated outside Hong Kong that have been registered by the Registrar of Companies (“R of C”) as re-domiciled companies and have deregistered in their places of incorporation as required by the new section 820E(3)(a) of the CO (i.e. “re-domiciled entities”) will be treated as if they were incorporated in Hong Kong, and hence subject to the requirements applicable to locally incorporated entities under the regime. There is a need to take into consideration relevant matters and conduct assessment on their capabilities in fulfilling the various applicable requirements upon re-domiciliation. Meanwhile, if there is a banking or deposit-taking institution incorporated outside Hong Kong that is not an AI (i.e. a bank defined under section 46(9) of the BO) seeking to re-domicile to Hong Kong, there would be risk of confusion to the public that it was authorized to carry on banking business or take deposits in Hong Kong. There are also restrictions on use of name “bank” and on false statements as to authorized status under the BO. Legal requirements Given the above background, AIs, holding companies of AIs, and AMBs (referred to as “specified entities” under the new section 43A of the BO) are subject to the following under the company re-domiciliation regime:
(a) a specified entity is required to seek the approval of the Monetary Authority (“MA”) before making a registration application to the R of C to become a re-domiciled company under the CO (new sections 43C and 43D of the BO). The MA may require the applicant to provide any further document or information for considering such an application (new section 43E of the BO); (b) a specified entity is required to, as soon as practicable after the certificate of re-domiciliation is issued to the entity by the R of C, notify in writing the MA and submit a copy of the certificate to the MA (new section 43F of the BO); (c) a specified entity is required to, as soon as practicable after it is deregistered in its place of incorporation (as required by the new section 820E(3)(a) of the CO), notify in writing the MA and submit to the MA a document evidencing the deregistration (new section 43G of the BO); and

3
(d) failure to comply with a requirement listed in (a) to (c) above is an offence under the BO, and is liable to fine and imprisonment. In respect of (a) above, where the applicant is an AI, the application to be made to the HKMA should include applications to become controller(s), chief executive (“CE”), alternate CE(s), directors and executive officers under section 70, 71 and 71C of the BO, applications under section 49 of the BO in respect of any existing branches and representative offices located outside Hong Kong, etc. A bank as defined under section 46(9) of the BO (i.e. including but not limited to those with local representative offices approved under section 46(1) of the BO) is prohibited from making a registration application to the R of C to become a re￾domiciled company under the CO (new section 43B of the BO). Non-compliance with this requirement is an offence under the BO, and is liable to fine and imprisonment. Should you have any questions on this circular, please feel free to contact Ms Shirley Ho at 2878-1847 or Mr C K Yung at 2597-0828. Yours faithfully, Alan Au Executive Director (Banking Conduct) Encl.

4
Annex
List of amended major legislation relevant to the banking sector Banking Ordinance (Cap. 155) Banking (Capital) Rules (Cap. 155 sub. leg. L) Banking (Liquidity) Rules (Cap. 155 sub. leg. Q) Banking (Exposure Limits) Rules (Cap. 155 sub. leg. S) The Hong Kong Association of Banks Ordinance (Cap. 364) The Hong Kong Association of Banks By-laws (Cap. 364 sub. leg. A) Securities and Futures (OTC Derivative Transactions—Reporting and Record Keeping Obligations) Rules (Cap. 571 sub. leg. AL) Securities and Futures (OTC Derivative Transactions—Clearing and Record Keeping Obligations and Designation of Central Counterparties) Rules (Cap. 571 sub. leg. AN) Deposit Protection Scheme Ordinance (Cap. 581) Payment Systems and Stored Value Facilities Ordinance (Cap. 584) Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615) Financial Institutions (Resolution) Ordinance (Cap. 628) Financial Institutions (Resolution) (Loss-absorbing Capacity Requirements— Banking Sector) Rules (Cap. 628 sub. leg. B) Financial Institutions (Resolution) (Contractual Recognition of Suspension of Termination Rights—Banking Sector) Rules (Cap. 628 sub. leg. C)