Hong Kong: Corporate/Commercial Law

The Hong Kong Court of Appeal has handed down its reasons in Re Grand Peace Group Holdings Ltd [2026] HKCA 795. The Court of Appeal allowed the appeals, set aside the lower court’s decisions, and ordered the winding-up of a Bermuda-incorporated company.

Hong Kong's uncertificated securities market regime, launching November 2026, eliminates paper share certificates for listed securities, requiring electronic title holding through approved registrar systems. Cayman Islands and Bermuda issuers must transition within five years, necessitating constitutional document amendments and new operational procedures. Companies need to appoint approved securities registrars, plan shareholder approvals, and ensure compliance before their assigned transition dates.

To strengthen its position as a global business and financial hub, Hong Kong introduced an inward company re-domiciliation regime in May 2025 to provide a simple, cost-effective and court-free pathway for foreign companies to re-domicile in Hong Kong while maintaining their legal identity and ensuring business continuity.