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The government has published a consultation paper on implementing an inward corporate re-domiciliation regime, which would make it possible for a foreign company to re-domicile to the UK while keeping its legal identity.
The proposals are based on recommendations set out in the Independent Expert Panel on Corporate Re-domiciliation report and follow an initial consultation in 2021.
It is currently very complex and costly to change a company’s domicile, typically involving winding up the existing company, establishing a new company and, consequently, creating a new legal identity.
The government is proposing that a body corporate will be able to re-domicile to the UK on application to Companies House. Key features of the proposals include:
- Eligibility – Only a solvent body corporate that intends to continue operating after re-domiciliation would be eligible to re-domicile.
- Information to be provided – As well as a statement by the directors confirming the entity’s solvency, a body corporate which is re-domiciling will have to provide the same information as someone applying to form a company in the UK, plus additional information on existing obligations and assets.
- Effect of re-domiciliation – The body corporate would become subject to UK company law upon re‑domiciliation but keep its existing legal personality. It would also keep the property, rights, obligations, liabilities and responsibilities it had immediately before re-domiciliation. Any legal proceedings which were pending by or against the company immediately before re-domiciliation would be continued by or against the company. Creditor protection would be for the departing jurisdiction to address.
The consultation closes on 19 June 2026.
The new regime would require primary legislation to implement and the government says it is committed to introducing legislation when parliamentary time allows.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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