What you need to know about the consultation and what it could mean for your business.

On 25 March 2026, the Department for Business and Trade (DBT) published a consultation paper: Open for Business: Implementing a UK Corporate Re-domiciliation Regime. The consultation sets out detailed proposals for a new legal framework that would, for the first time, allow a company incorporated overseas to change its place of incorporation to the United Kingdom while retaining its existing legal identity. The consultation is open for responses until 19 June 2026.

In this article, we summarise the key proposals, explain what they could mean in practice, and highlight some important considerations for businesses that may be interested in redomiciling to the UK.

What is redomiciliation?

In the context of these proposals, redomiciliation describes a process by which a company moves its place of incorporation from one country to another while continuing to exist as the same legal entity. Many countries around the world already operate redomiciliation regimes, including Canada, New Zealand, Switzerland, Australia, Luxembourg, Malta, Cyprus, and other EU and offshore jurisdictions including Jersey, Guernsey, Isle of Man, Cayman Islands, Bermuda and British Virgin Islands. The UK does not currently have a mechanism to allow an overseas corporate body to become a UK company in this way. 

Why is this regime being proposed?

At present, if a foreign company wishes to become a UK-incorporated company, it must take the cumbersome and costly route of incorporating a brand-new company with a new legal identity in the UK, transfer across all assets, liabilities, contracts and employees, and then wind up the original overseas entity. This process is complicated, expensive and time-consuming and, for those reasons alone, many companies will decide it's simply not feasible. 

Until 31 December 2020, it had been possible for an entity governed by the law of an EEA state to redomicile in the UK far more efficiently, but the relevant regulations were revoked at the end of the Brexit transition period and have not been replaced, so that route is also not available in the UK.

The government is introducing this new regime to make it simpler and cheaper for overseas companies to move to the UK, which is hoped will drive growth in the UK economy. It estimates that a redomiciliation regime could save companies 50–90% of the costs they currently incur when relocating to the UK by avoiding transfers of assets and saving tax and fees associated with the transfers. The regime would also bring the UK into line with many of its peer countries and competitors for international business. 

Background to the proposals

The idea of a UK redomiciliation regime is not new. The government first consulted on the topic in 2021, seeking views on whether such a regime should be established and how it might work. The response was broadly positive, and in late 2023 an expert panel was appointed to explore the technical details. The panel's report was issued in October 2024, making wide-ranging recommendations on the new regime. 

The current consultation builds on those recommendations and, for the most part, the government proposes implementing them. One notable exception, however, is that outward redomiciliations will not be permitted (as discussed further below).

Inward-only: a one-way door 

A significant feature of the proposals is that the regime will be inward-only. This means that while foreign companies will be able to redomicile to the UK, UK companies will not be able to use the regime to redomicile out of the UK to another jurisdiction. 

This is a deliberate policy choice. The government has concluded that whilst a two-way regime may make the UK more attractive to companies considering moving their place of incorporation (due to the flexibility of being able to leave easily if circumstances change), the potential drawbacks to UK growth outweigh the benefits. The decision has attracted some comment, as a majority of responses to the original 2021 consultation and the expert panel itself had favoured a two-way regime. 

Who will be eligible?

Under the proposals, a body corporate incorporated outside the UK will be eligible to apply for redomiciliation provided certain conditions are met. The key eligibility criteria include:

• Solvency: The company must be solvent and must not be subject to any insolvency or restructuring proceedings such as administration, liquidation or a creditors' scheme of arrangement. The directors will need to make a formal solvency statement confirming that the company is able to pay its debts and will continue to be able to do so for a specified period. In addition, the company, and its proposed directors, persons with significant control and members, must not be subject to asset freezes or director disqualification sanctions.
• Permission to redomicile: The law of the company's current place of incorporation must allow outward redomiciliation.

There are no proposals to impose minimum size criteria, economic substance tests, or minimum trading periods and there are no restrictions on companies from particular countries applying to redomicile.

The application process

Companies seeking to redomicile will need to apply to Companies House. Applicants will need to provide broadly the same information as someone incorporating a new UK company, but with certain additional information reflecting that the company already exists and has assets and liabilities. This additional information includes:

• a solvency statement by the directors;
• details of the body corporate's name, identifying number, the jurisdiction in and date on which it was incorporated and details of any previous changes of legal form, place of incorporation or name;
• details of outstanding charges or security interests;
• share capital information;
• copies of any material court orders that will continue to affect the company after redomiciliation; and
• confirmation that the law of the departing jurisdiction permits the redomiciliation.

The applicant will be able to choose to become a private company limited by shares, a public company, or an unlimited company, provided it meets the relevant UK requirements for that corporate form. The proposals do not allow a company to choose to become a company limited by guarantee. 

What is the legal effect of redomiciliation?

If Companies House grants the application, it will issue a certificate of redomiciliation, at which point the company becomes a UK-incorporated company. The company must then be deregistered in its original jurisdiction within 60 days; if it fails to do so, its UK registration may be revoked. 

The legal effect of redomiciliation (to be clarified in primary legislation) is that the company retains its existing legal personality and that all property, rights, liabilities, contracts, debts and obligations continue as before. Legal proceedings that were pending immediately before redomiciliation will continue, and any powers of attorney or other authorities granted by the company will remain valid.

Tax considerations

The current consultation focuses principally on the company law framework, and the government has indicated that it will consider and possibly issue a further consultation on any necessary changes to tax legislation separately, once the legal framework has been finalised. Section 6 of the expert panel's 2023 report indicates a number of areas that need to be considered in relation to tax.  

Who will use the regime?

The government expects that the primary demand for redomiciliation is likely to largely stem from companies that wish to move to the UK without triggering legal and tax complexities. These complexities are likely to be more pronounced for large multinational groups, who may want to change the location of the group parent company or restructure the group by moving the location of the group's intermediate holding companies. 

Demand from trading companies is expected to be more limited, given the additional complexities that arise from physically moving a company's operations from one country to another. 

The government also anticipates that some holding companies that were originally incorporated in offshore financial centres operating low-tax or low-transparency benefits may now be attracted to the UK due to those jurisdictions facing increasing reputational risk and/or being required to adopt economic substance tests. 

Practicalities

Companies contemplating redomiciliation should be aware that, once redomiciled, they will become fully subject to UK company law on an ongoing basis. This brings with it a number of practical requirements that may differ from those in the company's current jurisdiction. Examples include:

• the company must have at least one director who is a natural person;
• legislation to restrict the appointment of corporate directors is expected to be brought into force very soon;
• directors are subject to identity verification procedures prior to appointment and it is important they have a good understanding of their Companies Act 2006 statutory and fiduciary duties; and
• UK companies have a high level of transparency and a lot of company information is available for free via public filings at Companies House.

The most important practical point is that, because the regime is inward-only, companies should only proceed if their redomiciliation to the UK is likely to be a permanent move, as it will not be a straightforward process to redomicile back out of the UK.

Implementation and timeline

The government has stated that it is committed to establishing the redomiciliation framework as quickly as possible. However, the consultation acknowledges that the need for new primary legislation and changes to Companies House systems will take time to deliver.

Comment

The proposed redomiciliation regime represents a significant and welcome development in UK company law. If implemented effectively, it has the potential to remove a longstanding barrier to inward investment, making the UK a more attractive destination for international businesses. The consultation itself notes that there are already companies waiting to come to the UK once the regime is implemented.

That said, important details remain to be worked out, not least the tax treatment of redomiciling companies. Once the redomiciliation framework has been finalised, the government will still need to consider what changes to tax legislation might be required and may need to consult separately on that. The decision to proceed with an inward-only regime may also limit the regime's appeal, as companies may be reluctant to commit to a jurisdiction from which they cannot easily depart.

We will continue to monitor the progress of the consultation and the development of the legislative framework.