What is re-domiciliation? 

Re-domiciliation allows a company incorporated in one jurisdiction to become a company incorporated in another jurisdiction while retaining its legal personality.  

Versions of such regimes exist in some jurisdictions, including all member states in the EU, as well as in Singapore, Canada, New Zealand, Australia, Jersey and a number of US states, but not in the UK. Currently, if a company incorporated overseas wants to move its place of incorporation to the UK, it needs to transfer its assets and liabilities to a newly incorporated UK company and close down the original company. This can cause unnecessary administrative costs and unexpected tax liabilities can sometimes arise. 

In 2021, the previous government sought views on a possible UK re-domiciliation regime, and later convened a panel of financial and legal professionals to develop the proposals independently of government. The panel has now published a detailed 114-page report.    

What are the panel’s main recommendations? 

The panel strongly supports a two-way re-domiciliation regime, which allows bodies registered outside the UK to become UK companies and UK companies to re-domicile outside the UK. 

The report suggests how various components of the regime could work. This includes: 

• which organisations would be eligible to re-domicile
• the information they would have to provide to re-domicile
• the process for dealing with an application; and 
• how this would interact with requirements in another jurisdiction. 

Eligibility and status 

The panel believes that re-domiciliation to the UK should be available to corporate bodies that are solvent and intend to carry on business following their re-domiciliation.

The panel also considers that, so long as the applicant meets the requirements of the jurisdiction it is leaving and the relevant inward re-domiciliation requirements of the UK regime, then it should have flexibility as to whether to become a private or public UK company upon re-domiciliation. 

Additionally, the panel suggests that, as far as possible, a newly re-domiciled UK company should be treated in the same way as a company originally incorporated in the UK. Since there will inevitably be some differences because the company will have existed in another jurisdiction beforehand, there will need to be some changes to existing legislation to make it clear how a re-domiciled company should meet its obligations. 

Next steps 

The government has welcomed the panel’s report and has said that it intends to consult on the details of a proposed regime.