Hong Kong’s Proposed Company Re-Domiciliation Regime

The Hong Kong government, via its Financial Services and the Treasury Bureau, has consulted on a proposed regime for non-Hong Kong incorporated companies to re-domicile in Hong Kong. The objective is to facilitate company re-domiciliation to Hong Kong, thus strengthening Hong Kong’s status as an international finance and business hub. The legislation of the new regime is expected to take place from 2023 to 2024.


Unlike other jurisdictions like Singapore, Canada and New Zealand, Hong Kong currently does not allow re-domiciliation.

If a foreign company wishes to move its identity and business to Hong Kong, a new Hong Kong company must be set up to take over its business. This process is cumbersome and can result in substantial taxes and/or costs as well as disruption to operations and corporate history.

The government’s proposal would now allow non-Hong Kong companies to change their place of incorporation to Hong Kong while preserving their legal status as body corporates, their properties, rights, obligations, liabilities and contracts. This proposal would offer companies maximum business continuity while reducing administrative complexity and costs in the process.


The proposed regime imposes no economic substance test of thresholds of assets, revenue or employee numbers. The Registrar of Companies will be empowered to consider and approve applications based on factors that include:

  • Whether the type of Hong Kong company (private company limited by shares, public company limited by shares, company limited by guarantee, private unlimited company with a share capital, or a public unlimited company with a share capital) is the same or substantially the same as the applicant’s type of company in its original place of incorporation.
  • Whether the applicant has complied with the legal requirements of its jurisdiction of incorporation for the transfer of incorporation in Hong Kong.
  • Whether (at the application date) the applicant’s first financial year end has passed in its place of incorporation.
  • Whether the applicant will comply with the naming requirements for the incorporation of a Hong Kong company under the Hong Kong Companies Ordinance.
  • That the applicant will not be used for an unlawful purpose, contrary to public interest or endangering national security.
  • That the re-domiciliation application is made in good faith and not intended to defraud existing creditors of the applicant.
  • Whether a resolution for the transfer of incorporation has been approved by at least 75% of the votes cast by entitled members at a meeting of which members were given at least 21 days’ notice, if the applicant’s original place of incorporation does not include members’ consent to the transfer.
  • Whether the applicant can pay its debts as they fall due in the 12 months after the application date.
  • That the applicant is not in liquidation or being wound up, and no proceeding for liquidation or winding up against the applicant is ongoing or pending.
  • No receiver, or receiver and manager, is in possession of or has control over any property of the applicant, and no relevant proceeding is ongoing or pending.
  • No compromise or arrangement made between the applicant and any entity/person is being administered and no relevant proceeding is ongoing or pending.


Once re-domiciled, the company will have the same rights and obligations as other Hong Kong incorporated companies of its type, and will need to comply with the Companies Ordinance. Its corporation information will be available for public inspection. If the company needs a particular licence to conduct its businesses in Hong Kong, it will need to separately apply for the licence.

Applicant companies that were registered with the Companies Registry of Hong Kong as non-Hong Kong companies will cease to be so when they are granted their certificate of re-domiciliation.


It is proposed companies must provide the Registrar of Companies with evidence of their de-registration in their original place of incorporation within 60 days of their re-domiciliation to Hong Kong. Failure to do so will result in the revocation of the application and the termination of the re-domiciliation.

However, market practitioners consider that 60 days will be too short. The de-registration process in the original jurisdictions may involve public notices and/or court procedures (for protection of members and creditors) as well as tax clearance, and may take much longer than 60 days.

It is also hoped that the regime will, instead of terminating the re-domiciliation right after the expiry of the required de-registration period, provide flexibility for the Registrar of Companies to extend this de-registration period if justifiable grounds are given.

The de-registration process in the original jurisdictions may be beyond the applicants’ control. Also, some applicants may need to open bank accounts in Hong Kong before they may start de-registration in their original jurisdictions.


Industries have reflected that non-Hong Kong incorporated companies, especially enterprises with business operations in Hong Kong and those hoping to leverage on Hong Kong’s geographic and economic advantage to expand their business are interested in re-domiciling to Hong Kong. As a response to such market demands, a company re-domiciliation regime with a straightforward application process is a welcome initiative.

By Rossana Chu, Jacky Chan

Note: This material has been prepared for general information purposes only and is not intended to be relied upon as professional advice for any cases. Should you need further information or legal advice, please contact us.

Indochine Counsel Advised Thaco Group in Its $350 Million Convertible Bond Issuance to Jardine Cycle & Carriage

Ho Chi Minh City, 23 November 2023 — Indochine Counsel advised Truong Hai Group Corporation (Thaco Group) on a groundbreaking $350 million convertible bond issuance to Jardine Cycle & Carriage Limited, marking Vietnam’s largest offering this year.

The issuance consisted of 8,680 bonds, each with a face value of VND1 billion (approximately US$42,200) and a fixed annual interest rate of 6%, successfully completed on 14 November 2023. The bonds, with a five-year term, will mature on 14 November 2028.

Jardine Cycle & Carriage Limited (JC&C), a pivotal regional investment holding entity within the Jardine Matheson Group, is publicly listed on the Singapore Exchange Mainboard. Since 2008, JC&C has forged a strategic partnership with Thaco Group through an equity investment, a transaction in which Indochine Counsel also advised Thaco Group.

The successful completion of this landmark transaction not only reaffirms the enduring cooperation between Thaco Group and JC&C but also underscores Indochine Counsel’s role as the trusted legal partner of Thaco Group.

Managing Partner Dang The Duc led the Indochine Counsel team together with Associate Dang Hoan My and Junior Associate Ngo Dang Loc.

About Indochine Counsel

Indochine Counsel is one of Vietnam’s leading law firms. It is a business specialty firm with twenty-five lawyers in both Ho Chi Minh City and Hanoi. Founded 17 years ago, Indochine Counsel has five partners and one senior counsel and is capable of handling both boutique services and large M&A deals. For more information about Indochine Counsel, please visit our website at https://www.indochinecounsel.com.


Significant change coming to End-of-Service/ Gratuity in the UAE

The UAE is set to undergo a substantial transformation in handling end-of-service gratuity for employees in the private sector where employers will soon have the option to select from several schemes for their employees.

The existing end-of-service gratuity system in the UAE involves employers providing employees with a lump-sum payment at the end of their employment relationship calculated based on the employee’s last basic salary. Employees will only be eligible for this end-of-service gratuity payout if they have been employed for more than a year. The current market practice and system is for the employers to set aside this monthly accruing amount on behalf of the employee with no opportunity to accrue earnings during that time.

Recently, the UAE Cabinet approved a plan to introduce an alternative end-of-service gratuity system for private sector employees and free zone workers within the UAE. This innovative and voluntary initiative involves the establishment of private-sector investment and savings funds overseen by the Securities and Commodities Authority in collaboration with the Ministry of Human Resources and Emiratisation. Under this scheme, employers can choose to invest and save their employees’ end-of-service gratuities through these funds, offering a range of investment options.

Under this new proposed scheme, participating employers will make monthly contributions on behalf of their employees to the selected investment funds and upon termination of the employment relationship, the employee will receive their end-of-service gratuity along with any accrued returns from the funds directly.

Employers can choose to enroll their workers, regardless of their professional levels, in the new scheme and pay a monthly contribution. Currently, there are three investment options:

  • Risk-free capital guarantee;
  • Investments, where risks vary between low, medium, and high; or
  • Sharia-compliant investments.

Details regarding the implementation timeline and how existing end-of-service gratuity accruals will be handled are yet to be provided and clarified.

The UAE is progressing toward a more advanced landscape for both employees and employers demonstrating a giant positive leap. The concept of establishing a countrywide saving scheme open to all employees in the private sector is groundbreaking in the region.


Hamdan Al Shamsi Lawyers and Legal Consultants are perfectly positioned to assist our clients in respect of all Labour Law related matters.

In HAS Law Firm, we represent the very essence of excellence and expertise in the practice of Employment Law. Our team is dedicated to the desires of our clients while simultaneously managing their expectations alongside the realities of the laws that govern family law.

Our firm has three divisions including (1) the DIFC team; (2) the UAE Litigation team; and (3) the Corporate team, and currently deal with a network of other law firms around the world including the USA, UK, France, Italy, Germany, Saudi Arabi, Oman, Kuwait, Bahrain, Jordan, Lebanon, China and Australia.

Our specialized lawyers in Labour Law will be able to further assist and answer any questions you may have.

Ahmad Al Khalil | Partner

Hamdan Al Shamsi Lawyers & Legal Consultants

For any enquiry please click here

Gene C. Colman joins as the Family Law Expert in Canada.

Leaders in Law, the leading platform in its field, is delighted to welcome Gene C. Colman as our exclusively recommended & endorsed Family Law expert in Canada.

Personal: As a father of seven children, and grandfather to many, I realize how essential it is for children to have significant contact and input from both parents. A divorce should not mean that one parent becomes cut off from the children.

Multi Jurisdiction: Divorces and other family law cases that involve more than xxone jurisdiction is an area of practice where our firm has experience.  I discuss issues with Ontario and international aspects here.

Child Abduction: Where child abduction between counties is an issue, one must consider The Hague Convention of 25 October 1980 on the Civil Aspects of International Child Abduction is a multilateral treaty that establishes proceedings for the prompt return of children who have been wrongfully removed or kept away from their home country.  Canada is a signatory to this Convention along with many other states.  But some countries have not adhered to the Convention, and we have experience there as well.

Residence: Some international family law matters involve complex issues of residence, and one must consider which property regime is to be properly applied and if there is an arguable choice of jurisdiction issue, then your Canadian lawyer must be able to work well with the lawyer in the other country to first of all determine where the client is best off.

Two levels of government in Canada: In Canada, family law jurisdiction is divided between the federal government and the provincial and territorial governments.  For my firm to be involved, your case must have a connection to Ontario.  My firm handles cases throughout the province.

Practice Focus: I have for years advocated:

  • against gender inequality;
  • against parental alienation (resist / refuse);
  • against procedural unfairness; and,
  • on behalf of a legislated presumption for Equal Shared Parenting.

After more than 44 years as a family law lawyer, I find that I do best for clients who have challenging situations of fact and/or law. I welcome complex cases, particularly meritorious appeals on points of law.

Demonstrated Commitment: In September 2018, I was named as the FDRIO (Family Dispute Resolution Institute of Ontario) member of the month.  I have been front and centre in the campaign to improve access to family law justice in Ontario during and post Covid.  I am a founding member of Lawyers for Shared Parenting.  I am a founding editor of the Canadian Journal of Family Law.

The Consultation explanation page at the firm’s website is here.


Michalis Anastasiou joins as the Company Law Expert in Cyprus

Leaders in Law, the leading platform in its field, is delighted to welcome Michalis Anastasiou as our exclusively recommended & endorsed Company Law expert in Cyprus.

Michalis Anastasiou graduated from the Law School of the University of Sussex in Brighton, UK in 2012. He was called to the English Bar at Gray’s Inn in 2013. He obtained in 2014 his LLM on International Business Law at BPP Law School in London, UK.

He was admitted in the Cyprus Bar Association in 2015. Michalis speaks fluently Greek and English.

Michali’s specialises in business and corporate law, company registration and administration, investment firms and forex brokers cases, forex scam litigation, civil and criminal litigation, personal injury and insurance cases. He appears before the Courts of Cyprus, and he is involved with judicial matters and the drafting of legal documents.

Practice Areas

  • Business and Corporate Law
  • Immigration Law
  • Litigation
  • Contract Law
  • Personal Injury
  • Criminal Law

Education & Bar Admissions

  • University of Sussex; 2012. Brighton, UK
  • The University of Law, 2013. London, UK
  • Admitted to the English Bar at Gray’s Inn, 2013
  • BPP Law School, 2014. London, UK
  • Admitted to the Cyprus Bar Association, 2015

Firm Overview:

Evagoras Anastasiou & Associates LLC is considered an experienced law firm in different areas of law, and it provides a range of specialised legal services to its current, future, local and foreign clients.

Our firm’s specialised lawyers are equipped with the relevant professional knowledge and abilities that put them in position to provide to each client efficient legal advice concerning their needs.

  • To practice our profession with integrity.
  • To acknowledge that each client’s case is unique, and it has its own speciality.
  • To protect our customer’s interests
  • To satisfy the client’s goal and protect his interests.
  • The client’s goal will be achieved with quick, practical, cost-effective, up-to-date and modern methods.


Shally Bhasin continues with Leaders in Law as our endorsed Litigation Law Expert in India

Leaders in Law, the leading platform in its field, is delighted to continue Shally Bhasin as our exclusively recommended & endorsed Litigation Law expert in India.

Shally Bhasin is a Partner with our Firm and has over 26 years of experience in Litigation.

She graduated from Law Faculty, University of Delhi in 1996 and is an Advocate on Record in the Supreme Court of India since 2004.

A veteran litigator, Shally has been involved in several impactful and consequential cases. She has been engaged in legal work across diverse sectors and industries, including – amongst others – Financial Services, Banking, Telecom, Construction, Energy, Heavy Industries, Oil & Gas, Infrastructure, etc. She regularly appears before the Supreme Court of India, various high courts and tribunals including Telecom Disputes Settlement and Appellate Tribunal (“TDSAT”), National Company Law Appellate Tribunal (“NCLAT”), National Company Law Tribunal (“NCLT”), Appellate Tribunal for Electricity (“APTEL”), State Commissions, National Green Tribunal (“NGT”), etc.

In one of the land mark cases in the history of litigation in the telecom industry, Shally has represented the telecom companies right from the High Court of Kerala and TDSAT, uptill the Supreme Court of India,  involving the recovery of licence fees of around $ 7.8 billion by the Government of India.

She has also represented various clients in the Supreme Court of India; various High Courts, National Tribunals – including TDSAT, NCLAT, NCLT, and NGT – in matters related to financial services, bankruptcy, infrastructure, environment, white collar crime, tenders, breach of contract, damages, injunctions, breach of fundamental rights, notifications, taxation, winding up, amalgamation and de-merger.

In an endeavour to give back to the Society, Shally also represented certain individuals in their challenge to Section 377 IPC which resulted in decriminalization of homosexuality. She is also representing a batch of individuals and filed various writ petitions in the High Court of Delhi seeking legalization of same-sex marriage. Thereafter, the matter was transferred to the Supreme Court of India and is now pending for judgment.


New Member – Salvatore R. LaScala joins as the Anti-Money Laundering Expert in the USA – New York

Leaders in Law, the leading platform in its field, is delighted to welcome Salvatore R. LaScala as our exclusively recommended & endorsed Anti-Money Laundering expert in the USA – New York.

Salvatore R. LaScala is a partner and co-lead of Guidehouse’s Global Investigations and Compliance practice.

Possessing a broad range of subject matter knowledge and expertise, Salvatore applies his 20+ years of hands-on experience to conduct investigations and compliance reviews on behalf of financial institution clients responding to regulatory or law enforcement matters concerning anti-money laundering (AML), Bank Secrecy Act (BSA), USA PATRIOT Act and Office of Foreign Assets Control (OFAC).

Salvatore leads large teams that regularly perform historical transaction reviews (“Lookbacks”) and Know Your Customer (KYC) / Customer Due Diligence (CDD) / Enhanced Due Diligence (EDD) file remediation work. He also helps clients overcome AML and OFAC backlogs by deploying teams embedded at his clients’ work sites to that disposition alerts. Salvatore’s expertise also includes assisting clients with the selection, implementation, optimization and validation AML and OFAC compliance technology consulting and enhancing AML transaction monitoring detection scenarios and sanctions filter interdiction logic.

Firm Description:

Guidehouse is a leading global provider of consulting services to the public sector and commercial markets, with broad capabilities in management, technology, and risk consulting. By combining our public and private sector expertise, we help clients address their most complex challenges and navigate significant regulatory pressures focusing on transformational change, business resiliency, and technology-driven innovation. Across a range of advisory, consulting, outsourcing, and digital services, we create scalable, innovative solutions that help our clients outwit complexity and position them for future growth and success.

The company has more than 16,500 professionals in over 55 locations globally. Guidehouse is a Veritas Capital portfolio company, led by seasoned professionals with proven and diverse expertise in traditional and emerging technologies, markets, and agenda-setting issues driving national and global economies.


New Member – Mario Alfredo Zaldívar Sánchez joins as the Business Advisory Services Expert in Mexico

Leaders in Law, the leading platform in its field, is delighted to welcome Mario Alfredo Zaldívar Sánchez as our exclusively recommended & endorsed Business Advisory Services expert in Mexico.

Areas of Expertise

  • Audit
  • Business consulting
  • Fiscal Opinion
  • Audit
  • Taxes
  • Finance
  • Accounting
  • Payroll
  • IMSS
  • Infonavit
  • CdMx Opinion
  • Edo Mex
  • Alienation of Shares
  • Liability Capitalization Report
  • Verification of Tax information against corporate
  • Labor and legal documentation CFDI comparison against tax returns Attention of SAT invitations


  • Mexican Institute of Mexican Accountants (IMCP)
  • Charter of Public Accountants in Mexico City (CCPM)
  • American Chamber of Commerce (AmCham)
  • Mexican Institute of Executives in Finance (IMEF)
  • Business Service Providers (Helping US companies export – export.gov)

Firm Description:

Zaldivar Consulting, S.C., is a company that has been focused for more than 30 years on providing solutions to our clients in 5 main areas:

  • Auditing
  • Taxes
  • Accounting
  • Finance
  •  Foreign Trade
  • New Business
  •  Development

These comprehensive professional services that are available, are intended to cover all the aspects required within a company, for each of the areas to ensure the proper functioning and enforcement in all its aspects.
One issue that no company should be neglected is the fiscal aspect, area should be adequately meeting its obligations to guarantee the good operations of the business.
Zaldivar Consulting is a firm of professionals that provides services such as taxes auditing, tax, accounting, consulting business, social security, and develops new businesses.


Neil McLarnon continues with Leaders in Law as our endorsed Commercial Litigation Law Expert in the Cayman Islands

Leaders in Law, the leading platform in its field, is delighted to continue Neil McLarnon as our exclusively recommended & endorsed Commercial Litigation Law expert in the Cayman Islands.

Neil McLarnon joins us having spent 12 years practising as a Barrister in London’s leading offshore commercial chancery Chambers. Before that Neil spent 2 years in the London litigation department of Weil, Gotshal & Manges. Neil has specialised in complex international commercial litigation and arbitration involving disputes up to the value of US$50 billion.

As sole Counsel, Neil McLarnon has represented clients at every level of the English civil law court structure, from tribunals and county courts, through the High Court, the Court of Appeal to the UK Supreme Court. He has represented clients in ICC, LCIA, DIAC and ad hocarbitrations. He also regularly appeared before the Dubai International Financial Centre Court. As Junior Counsel, he has worked alongside Senior Counsel for hearings and trials taking place before the High Court and the Courts of the Bahamas, the British Virgin Islands, the Cayman Islands, Guernsey and Jersey.

Firm Description:

Travers Thorp Alberga is a boutique Cayman Islands and British Virgin Islands law firm comprised only of the most experienced lawyers from both jurisdictions and modelled for the post financial crisis environment. We specialize in highly technical structuring involving complex securities and regulatory issues. Our partners provide incisive and highly effective advice to a higher standard on all types of offshore entities including hedge funds, private equity, corporate and partnership vehicles, asset and structured finances, cryptocurrencies and ICO’s, capital markets, general corporate and commercial matters, and private client. We advise from our offices in Grand Cayman, the British Virgin Islands, Hong Kong and Australia. The firm also has a highly experienced four-partner litigation team specializing in all forms of complex cross border dispute resolution and insolvency.


New Member – Isaac Eilat joins as the Debt Recovery Law & Cross-Border Litigation Expert in Israel

Leaders in Law, the leading platform in its field, is delighted to welcome Isaac Eilat as our exclusively recommended & endorsed Debt Recovery Law & Cross-Border Litigation expert in the Israel.

Isaac Eilat has experience of over 38 years in local and international debt collection.

The firm is considered one of the leading firms in Israel in these fields, servicing the biggest commercial firms and Government Ministries.

Established in June 1985 as a firm catering exclusively for creditors’ rights, we have gradually evolved into a law firm specializing in Private International Law in all its aspects. We offer our clients speedy and reliable assistance and solutions to their overseas legal issues.

These issues may include among others: cross border litigation, International collection, enforcement of foreign judgments, preparation of international contracts and legal opinions.

All of these activities have common legal questions such as conflict of laws between different legal systems, determination of  the correct court that has jurisdiction over a conflict, questions of different claim  limitation periods, and other legal and procedural considerations.

Through our international network of experienced attorneys ,collection and Investigation agencies developed over the years we are a one stop shop to our clients for all their international requirements.