Enabling overseas companies to redomicile to the UK: government consults on proposed company law framework - Dentons

The UK government is moving forward with plans to allow companies incorporated in other jurisdictions to redomicile to the UK. Introducing a corporate redomiciliation regime will make it easier for foreign companies to move to the UK and aligns with the government's strategy to increase business investment in the UK.

The government's March 2026 consultation builds on earlier work in this area and sets out its detailed proposals for legislation.

While an overseas company can currently set up an office or a subsidiary in the UK, for the company itself to move to the UK is complex and costly. Typically, it requires the establishment of a new company in the UK, the transfer of the assets and liabilities of the existing overseas company to the new UK company and the winding-up of the existing overseas company.

In contrast, redomiciliation will allow a company incorporated in an overseas jurisdiction to become a company incorporated in the UK without losing its legal personality. This will provide much greater continuity and reduce administrative complexities.

The demand for the regime is likely to stem from companies that wish to move to the UK without triggering the complexities around the tax, corporate legal or listings arrangements that would arise on the transfer of their business to a new UK company.

Generally, corporate redomiciliation regimes are two-way, enabling companies to redomicile to and from a jurisdiction. However, some jurisdictions operate inward-only corporate redomiciliation regimes. An inward-only regime is what is proposed for the UK.

Key features of the proposed regime

Redomiciliation into the UK will be available to a body corporate incorporated in another jurisdiction. Among the key eligibility criteria are that:

the overseas country of incorporation allows outward redomiciliation from that jurisdiction; and

the body corporate is not insolvent, under external control by a receiver, manager or administrator, being wound up or involved in a court-sanctioned compromise or arrangement.

An eligible body corporate will have flexibility to apply to become a private company limited by shares, a public company or an unlimited company, subject to meeting the relevant UK requirements for the particular type of company.

An overseas body corporate seeking to redomicile to the UK will be required to provide the same information as someone applying to form a company in the UK. However, there will also be some additional information requirements to reflect the fact that the overseas body corporate already exists and has assets and liabilities. For example, the overseas body corporate will need to provide:

a solvency statement by the directors;

a copy of any material court order that will continue to affect the company after redomiciliation;

shareholder resolutions that are conditional on redomiciliation or that are to continue in effect after redomiciliation;

details of outstanding charges or security interests that, had they been created by a UK company, would have been registrable at Companies House under UK company law;

share capital information including, for example, whether there are any outstanding rights to subscribe for, or convert securities into, shares;

confirmation that the law of the departing jurisdiction allows the applicant to redomicile; and

confirmation that any authorisation or other action required by the applicant's constitution or the law of departing jurisdiction has been given or will have been given on redomiciliation.

Redomiciliation applications will be dealt with by Companies House. For UK purposes, redomiciliation will become effective when Companies House issues a certificate of redomiciliation. The certificate of redomiciliation will include the company name and number, its status as to whether it is limited or unlimited, whether it is private or public, and whether its registered office is in England and Wales (or Wales), Scotland or Northern Ireland.

The consultation acknowledges that it is unrealistic to expect co-ordination of a UK registration and deregistration in the departing jurisdiction at the same precise moment in time, not least because of differing time zones and because many outward redomiciliation regimes require proof of registration in the new jurisdiction before taking steps to deregister a company.

However, the UK regime will be designed to minimise any period of overlap and also to avoid, as far as possible, a situation where a redomiciling body corporate is unregistered in either jurisdiction during the relocation process (which would, in effect, mean that the UK application could not proceed as the company had ceased to exist). To this end, the UK process will enable the applicant to obtain approval in principle from Companies House and allow the applicant to agree the actual date of the issue of the certificate of redomiciliation to reflect the progress of its deregistration in the departing jurisdiction and any regulatory consents required for its continuing operation.

Within 60 days of the issue of the UK certificate of redomiciliation, the company will have to provide evidence of successful deregistration in its departing jurisdiction. This will be available as part of the public record at Companies House. If the company fails to provide this evidence, Companies House can revoke its UK registration.

In some cases, the overseas body corporate may need to take action to align with the requirements of company law in the UK. For example, UK law does not allow bearer shares. So, a redomiciling body corporate from a jurisdiction which permits bearer shares would need to take action to ensure that any bearer shares are converted to registered form or cancelled upon or before redomiciliation in the UK.

Legal effect of redomiciliation

The legal effect of redomiciliation is that, from the issue of the certificate of redomiciliation, the redomiciled corporate body will become a UK-incorporated company subject to the requirements of UK company law, including accounting requirements.

However, UK law will make clear that:

the redomiciled corporate body retains its existing legal personality;

all property and rights to which the redomiciling body corporate was entitled immediately before redomiciliation will remain the property and rights of the company after redomiciliation;

all criminal and civil liabilities, and all contracts, debts and other obligations to which the redomiciling body corporate was subject immediately before redomiciliation, continue;

any legal proceedings which were pending by or against it immediately before redomiciliation continue;

any authority granted by the redomiciling body corporate to represent it or act on its behalf, such as by way of a power of attorney or an authority granted by the board which met the requirements of the relevant law, continue; and

the validity, effect and priority of charges created by the redomiciling body corporate before redomiciliation will not be affected by the redomiciliation.

The current consultation focuses on the company law framework. Once this has been finalised, the government will consider any required changes to tax legislation.

The consultation notes that the need for primary legislation and changes to Companies House systems means it is likely that a redomiciliation regime will take time to deliver. The government will look to deliver a regime as quickly as possible within those constraints and set out more detail on next steps in its next response paper.

The government is also liaising with other UK regulators such as the Financial Conduct Authority, the Prudential Regulation Authority and the Panel on Takeovers and Mergers to consider whether changes in their areas are required to deal with redomiciled companies.