[ESTABLISHING A BUSINESS ENTITY IN HONG KONG]
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the full range of ordinary contractual remedies are generally available. Further, while in general the proper plaintiff to seek legal redress for a wrongdoing to the company is the company itself, a range of legal remedies may be available to minority shareholders in case of abuse of powers or wrongdoings by the company’s directors or majority shareholders. They include statutory or common law derivative actions brought by a shareholder in the name and on behalf of the company for any misconduct against the company, personal actions for infringement of personal rights of a shareholder, and the unfair prejudice remedy under the Companies Ordinance where the company’s affairs are conducted in a manner (or an actual or proposed act or omission of the company is or would be) unfairly prejudicial to the interests of the members generally or of one or more members. In appropriate situations, an aggrieved shareholder may seek statutory injunctions or, as a last resort, apply for an order for the winding up of a company on just and equitable grounds. 3.2 Re-domiciliation to Hong Kong With a view to strengthening Hong Kong’s position as a global business and financial hub, Hong Kong has in 2025 introduced a company re-domiciliation regime which provides a simple, accessible and cost-effective route for non-Hong Kong corporations to re-domicile to Hong Kong while maintaining their legal identity as a body corporate and ensuring business continuity. Major Features The major features of the company re- domiciliation regime include: (a) the company re-domiciliation regime is applicable to non-Hong Kong corporations comparable to four types of companies that could be formed in Hong Kong, namely, (i)
private companies limited by shares; (ii) public companies limited by shares; (iii) public unlimited companies with a share capital; and (iv) private unlimited companies with a share capital; (b) re-domiciliation does not have the effect of creating a new legal entity and will not affect the business continuity of the company, or its property, rights, obligations, liabilities, as well as its contractual and legal processes; (c) there is no economic substance test imposed on the non-Hong Kong corporations intending to re-domicile to Hong Kong; and (d) once re-domiciled, re-domiciled companies will be regarded as companies incorporated in Hong Kong with effect from the date of re-domiciliation and will be required to comply with all the relevant requirements under the Companies Ordinance in the same manner as a company formed and registered under the Companies Ordinance unless otherwise specified. Application for Re-domiciliation To be eligible for re-domiciliation, a non-Hong Kong corporation must satisfy the following requirements or conditions: (a) General: (i) the law of the applicant’s place of incorporation allows the applicant to transfer its domicile to another jurisdiction, and the applicant has complied with the requirements of the law of its original domicile in this regard;
(ii)
the company type of the applicant under the law of its place of incorporation is the same or substantially the same as the type
ILN Corporate Group – Establishing a Business Entity Series
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