Company Redomiciliation: How to Move a Company to Another Country Without Closing It

What redomiciliation is

Every company law lets a company be formed and closed, but not every law lets an existing company change the country it belongs to. Where both laws allow it, the company is transferred rather than replaced: the registry of the new jurisdiction registers it as continuing there, and the registry of the old one removes it.

Hong Kong's Companies Registry puts it plainly: re-domiciliation does not create a new legal entity and does not affect the company's property, rights, obligations, liabilities or contracts (Companies Registry, as of November 2026). Delaware law says the same of a non-US company that domesticates there: it is deemed to be the same entity (Delaware Code, title 8, § 388, as of November 2026).

The alternative is to form a new company in the new jurisdiction and move the business into it. That means new contracts, new licences and new bank accounts. The UK government, whose law has no redomiciliation route yet, says that moving a company's place of incorporation to the UK today creates a new legal identity and calls it costly and complex (Department for Business and Trade, as of November 2026).

Continuation, conversion, domestication: one idea, several names

Laws use different words for the same move: continuation in Cyprus and the Abu Dhabi Global Market, re-domiciliation in Hong Kong, transfer of registration in Singapore, domestication and transfer in Delaware, and cross-border conversion in the European Union.

Within the EU and the EEA, Directive (EU) 2019/2121 harmonised the procedure for cross-border conversions, with safeguards for shareholders, creditors and employees and a check against abuse. Member states had to transpose it by 31 January 2023 (European Commission, as of November 2026). The Netherlands applies it since 1 September 2023, and Dutch law states that a cross-border conversion does not end the company's existence (KVK; Civil Code book 2, article 335, as of November 2026). In Spain, Royal Decree-law 5/2023 lets a Spanish company become a company of another member state without being dissolved or liquidated, keeping its legal personality (BOE, article 96, as of November 2026).

What both jurisdictions must allow

A redomiciliation needs two laws to cooperate, and the company's own documents to agree:

• The law you leave must let a company transfer out. A Cypriot company, for example, needs the consent of the Registrar of Companies, and its memorandum and articles must allow it to continue under another country's law (Registrar of Companies, Cyprus, as of November 2026).
• The law you join must let companies arrive, and sets its own conditions. Singapore accepts a foreign company only if it is authorised to transfer under the law of its place of incorporation, has passed its first financial year end, is solvent and meets a size test (ACRA, as of November 2026).
• The company's constitution must permit the move, and the shareholders must approve it as the articles and the law of the departure jurisdiction require.

If one side has no route, the company cannot redomicile between those two places, however simple the other side is. The UK is the current example: there is no regime in either direction, and the government's consultation on an inward regime has closed; it says it is analysing the feedback (Department for Business and Trade, as of November 2026).

Country matrix: moving in and moving out

The matrix shows whether a route exists, not whether it suits a given company. In each case the law at the other end of the move has to allow it too.

The steps

1. Check both laws and the articles. Confirm that the departure jurisdiction lets the company leave, that the destination lets it arrive, and that the company's constitution permits continuation abroad. Amend the articles first if it does not.
2. Prepare the company. Board and shareholder resolutions, a solvency confirmation and notice to creditors. In Hong Kong the directors confirm in a certificate that every creditor has been told of the proposal (Companies Registry, as of November 2026). A Cypriot company leaving the island publishes notice of its special resolution in two daily newspapers, and the Registrar consents after three months without objection (Registrar of Companies, Cyprus, as of November 2026).
3. Apply in the destination. Hong Kong normally registers a re-domiciled company within two weeks of a complete application (news.gov.hk, as of November 2026). Cyprus first issues a temporary certificate of continuation and publishes the move in the Official Gazette (Registrar of Companies, Cyprus, as of November 2026).
4. Leave the old register in time. A company re-domiciled to Hong Kong must prove its deregistration abroad within 120 days, or the Registrar may revoke its registration (Companies Registry, as of November 2026). Singapore allows 60 days (ACRA, as of November 2026). Cyprus allows up to six months, extendable by three (Registrar of Companies, Cyprus, as of November 2026).
5. Update everything that names the company. Registers, licences, tax registrations, bank and payment accounts, and contracts that refer to the company's governing law.

Inside the EU the order is different at the start: the departure state checks the operation first and issues a pre-conversion certificate. In Spain the commercial registrar decides on it within three months, and the certificate is valid for six months, extendable by six (BOE, Royal Decree-law 5/2023, articles 90 and 92, as of November 2026).

The documents

Registries ask for broadly the same set. For a company continuing into Cyprus the list is (Registrar of Companies, Cyprus, as of November 2026):

• the revised memorandum of the company
• a certificate of good standing from the registry where it is incorporated
• a director's affidavit confirming that the company is solvent
• the resolution authorising the company to continue in Cyprus
• an official document showing that the authority of the country of incorporation has been informed
• authentic copies from the country of incorporation, with an apostille

Singapore also asks for audited financial statements for the last financial year, and translations of documents that are not in English must be certified (ACRA, as of November 2026).

What changes for tax

Tax residence does not automatically follow the registration. Some countries treat a company as resident where it is incorporated, others where it is managed. Spain, for example, treats an entity as resident if it was formed under Spanish law, has its registered office in Spain or has its place of effective management there (BOE, Corporate Income Tax Law, article 8, as of November 2026). Hong Kong does not tax on the basis of residence or domicile at all: profits tax depends on profits arising in or derived from Hong Kong (Inland Revenue Department, as of November 2026). Moving a company's registration can therefore leave its tax position almost unchanged or change it completely, depending on where the company is run. More in our guide to tax residency.

The departure state may tax unrealised gains. Spain adds to the tax base the difference between market value and tax value of the assets of a resident entity that moves its residence abroad, unless those assets stay with a Spanish permanent establishment (BOE, Corporate Income Tax Law, article 19, as of November 2026). Hong Kong gives a re-domiciled company a unilateral tax credit for tax of a similar nature it paid on unrealised income because of the move, capped at the lower of that tax and the Hong Kong profits tax on the same income (Inland Revenue Department, as of November 2026).

Old liabilities stay with the company. Re-domiciliation does not relieve a company of Hong Kong profits tax for the period before the move (Inland Revenue Department, as of November 2026), and Delaware states that domestication does not affect obligations or liabilities incurred before it (Delaware Code, title 8, § 388, as of November 2026). In the Netherlands, creditors whose claims arose before the conversion proposal was announced can still sue the company there for two years after the conversion takes effect (Civil Code book 2, article 335k, as of November 2026).

Treaty access follows the new residence. A company re-domiciled to Hong Kong is regarded as incorporated in Hong Kong for its tax treaties and can apply for a Certificate of Resident Status (Inland Revenue Department, as of November 2026). See our explainer on the tax residence certificate.

What changes for banking

The bank account belongs to the same legal entity before and after the move, which is the main practical advantage over closing the company and starting again. In our experience banks still treat a change of jurisdiction as a material change to the client file: expect a review with the new certificate, the updated articles and register extracts, and questions about why the company moved and where it is managed. Some banks only serve companies from certain jurisdictions, so ask the current bank before the move whether it will keep the account. Our Corporate Banking team plans the bank side alongside the move.

When redomiciliation is not the right tool

Where there is no route between the two places, the usual alternatives are a new company that takes over the business, or a cross-border merger where both laws provide for one. Where the aim is a lower tax bill, the move may achieve little if the company stays managed where it is today: plan the management and the economic substance first. Our Global Structuring desk coordinates the company side with licensed lawyers in both jurisdictions, and our Hong Kong company page covers the inward regime there.

Frequently asked questions

Does a redomiciled company keep its history?

Yes. It keeps its legal identity, contracts, assets and liabilities, and the new registry issues its own certificate. Delaware, for example, treats the company's existence as having begun on the date it was first formed abroad (Delaware Code, title 8, § 388, as of November 2026).

Can any company redomicile to Hong Kong?

No. The company must be comparable to a Hong Kong company with a share capital, its home law must allow the move, it must have passed its first financial year and it must meet requirements on integrity, member and creditor protection and solvency. Hong Kong imposes no economic substance test on applicants (Companies Registry, as of November 2026).

How long does redomiciliation take?

It depends on both registries. Hong Kong normally approves within two weeks of a complete application, then allows 120 days to deregister abroad. A Spanish pre-conversion certificate takes up to three months, and Cyprus allows up to six months to deliver proof of deregistration.

Does redomiciliation change where a company pays tax?

Not by itself. Tax residence depends on each country's rules, often on where the company is managed, and the departure country may tax unrealised gains on the way out. Check both countries' tax position before the move.

Can a UK company redomicile?

Not as of November 2026. UK law has no redomiciliation regime in either direction. The government consulted on an inward regime in 2026 and is analysing the responses.

Will the company keep its bank account?

The account belongs to the same company, but the bank decides whether to keep serving it in its new jurisdiction. Expect a review of the file and ask the bank before the move.

Sources

• Companies Registry (Hong Kong): Company re-domiciliation regime, frequently asked questions (as of 3 November 2026)
• news.gov.hk: Re-domiciliation applications open, 23 May 2025 (as of 3 November 2026)
• Inland Revenue Department (Hong Kong): Company re-domiciliation regime (as of 3 November 2026)
• ACRA (Singapore): Transferring a foreign entity's registration (re-domiciliation) (as of 3 November 2026)
• Department of Registrar of Companies and Intellectual Property (Cyprus): Redomiciliation of registered office to and outside the Republic (as of 3 November 2026)
• European Commission: Company law and corporate governance (as of 3 November 2026)
• KVK (Netherlands): Merger, division and conversion for notaries (as of 3 November 2026)
• Staatsblad 2023, 252 (Netherlands): Act implementing the directive on cross-border conversions, mergers and divisions (as of 3 November 2026)
• BOE (Spain): Royal Decree-law 5/2023, articles 90 to 96 and 121 to 124 (as of 3 November 2026)
• BOE (Spain): Law 27/2014 on Corporate Income Tax, articles 8 and 19 (as of 3 November 2026)
• Delaware Code: title 8, chapter 1, subchapter XVII, §§ 388 and 390 (as of 3 November 2026)
• Abu Dhabi Global Market: Companies Regulations 2020, part 7, chapter 2 (as of 3 November 2026)
• Department for Business and Trade (UK): Open for business: implementing a UK corporate re-domiciliation regime (as of 3 November 2026)

This article is general information, not legal or tax advice. Redomiciliation depends on the law of both jurisdictions and on the company's own documents, and the rules change; check the current position with licensed lawyers in both places before acting.