Corporate Reorganisation

Corporate Reorganisation

In both difficult and favourable economic conditions, organisations strive to be smart, creative and forward thinking. Corporate reorganisation could help these organisations to attain higher monetary performance.

Reorganization can be in varied forms like entities/ subsidiaries integration, shares transfer caused by merger and acquisition, capital restructuring and shareholders and/ or directors change.

We have in-depth knowledge of Hong Kong Companies Ordinance as well as stamp duty and executed different types and complexities of corporate reorganisation plan. Our dedication to quality will facilitate swift implementation and timely completion of the reorganisation plan.


No. Only companies limited by shares can carry out amalgamation.

You can opt for court capital reduction or court-free capital reduction.

Yes. You have to pay a stamp duty levied at a rate of 0.25% of market value on the date which the transaction takes place.

Where we can assist you

  • Analysing your company’s circumstances
  • Liaising with tax representatives, auditors, overseas agents etc (as appropriate)
  • Making comments on the proposed reorganization plan
  • Drafting and arranging update of restructuring plan with proposed action steps and estimated time frame
  • Preparing documentation and attending to all necessary formalities and procedures

  • Advice and assistance for making an application for amalgamation of two or more wholly owned subsidiaries in Hong Kong pursuant to Part 13, Division 3 of the Companies Ordinance (Cap 622)
  • Advice and assistance to effect a traditional transfer of businesses, employees, assets and liabilities or shares from one legal entity to another (including application for stamp duty relief where applicable)

Advice and assistance to effect

  • a share buy-back
  • court-free capital reduction
  • other forms of capital reorganization, such as the creation of a new class of shares (e.g. redeemable preference shares),
  • subdivision of shares or a change in the rights of a particular class of shares and contribution of capital

  • Reviewing merger / acquisition documents
  • Advicing on whether there is deemed to have a share transfer at Hong Kong level, the formalities in connection therewith and if any Hong Kong stamp dutyis payable for that share transfer as applicable
  • Assisting to effect and record the change of shareholder resulted from the said merger or acquisition

  • Reviewing statutory books and records and public records
  • Conducting pre-IPO health check and assisting in taking remedial actions where possible
  • Assisting in implementation of pre-IPO group restructuring plan

Facilitating other corporate changes such as:

  • a change of director or corporate secretary
  • a company name change
  • change of auditor
  • other transfer of shareholdings
  • increase in capital
  • alteration to constitutional documents or
  • a change in bank signing arrangements

Please feel free to contact us should you be interested in any of our above services.

You just need one more step to take your business to the next level