On 25 March 2026, the DBT launched Consultation: Implementing a UK corporate re-domiciliation regime, which seeks views on the design for an inward corporate re-domiciliation regime that would allow non-UK companies to re-domicile in the UK by changing their place of incorporation while maintaining the same legal identity (Written Statement). The consultation proposals are based on the framework recommended by the government-appointed Independent Expert Panel in a Report published in October 2024 (see FC Feature 14 October 2024) and follow the last government's 2021 Consultation on the merits of establishing a re-domiciliation regime and how it might be designed. The government has also published an initial assessment of the likely impact of an inward-only regime (DBT Analytical Paper). The consultation closes on 19 June 2026.
Consultation proposals
Broad principles and general approach
The government is proposing to introduce a one-way UK re-domiciliation regime, with the aim of enabling companies in certain jurisdictions to move to the UK more easily. Although the Expert Panel supported the introduction of a two-way regime that would allow UK companies to re-domicile outside the UK, the government has decided to proceed with an inward-only regime.
The consultation sets out the following key principles that will underpin the legal framework:
- re-domiciliation to the UK should be available to a solvent body corporate that intends to carry on business after the process is completed;
- for a body corporate re-domiciling to the UK, the protection of its members, creditors and others in the existing jurisdiction should be a matter for the law in that jurisdiction;
- if the applicant meets the requirements of both the jurisdiction it is leaving and the UK regime, it should have flexibility in deciding whether to become a private or public UK company;
- the regime should ensure legal personality is continuous and preserved, requiring registration in the UK before de-registration in the departing jurisdiction;
- the applicant should be primarily responsible for liaising with Companies House and other authorities; and
- a re-domiciled corporate should be treated in the same way as a company originally incorporated in the UK, except for the limited circumstances where its prior domicile should be accounted for.
Re-domiciliation legal framework
The consultation discusses detailed proposals for a one-way re-domiciliation regime and requests feedback on various aspects of the proposed legal framework. It identifies corresponding sections in the Expert Panel's report which contain more detailed information and indicates whether the proposals align with, or differ from, the Panel's recommended approach.
Key features of the proposed framework include those set out below.
- Eligibility criteria – in broad terms, a foreign-incorporated entity would need to meet the definition of a body corporate in s 1173(1) Companies Act 2006. Entities which are insolvent or in administration, in the process of being wound up or proceeding to liquidation would not be eligible to apply. Similarly, entities involved in a compromise or arrangement will not be eligible pending a court decision whether to sanction the compromise or arrangement or, if later, until the compromise or arrangement has been implemented in accordance with its terms. Entities, or their proposed directors, persons with significant control (PSC) or members that are subject to asset freezes or director disqualification sanctions, will also be ineligible. The government does not intend to create a reserve power for the Secretary of State to make regulations to prevent a body corporate applying from a particular country.
- Application process – in addition to the usual information required to form a UK company, an applicant would have to provide information in relation to existing obligations and assets of which Companies House and the public should be aware. A corporate will be able to apply to become a private company limited by shares, an unlimited company or a public company, provided it meets the specific UK requirements for the chosen corporate vehicle. A solvency statement will be required, based on the requirements for a reduction of capital under s 643 CA 2006. As recommended by the Expert Panel, the regime will not include a 'good faith' assessment. The government endorses the Panel's detailed consideration of other aspects of the application process and the suggested list of information to be provided.
- Determining the application – Companies House will administer the regime and determine applications for re-domiciliation in the UK. Overall, the government agrees with the Expert Panel's detailed proposals for the various procedures, processes and criteria for determining an application.
- Effect of inward re-domiciliation – legislation will clearly state the effect of completing re-domiciliation, including confirmation that the entity retains its existing legal personality and the property, rights, obligations, liabilities and responsibilities that it had immediately before re-domiciliation.
- Changes to tax and other legislation – the government will consider and consult where appropriate on any necessary amendments to tax legislation to accommodate the regime once the legal framework has been finalised. Legislative changes to accounting, audit and reporting requirements will be assessed as part of the government's plans for modernising the UK's corporate reporting framework (see FC Feature 21 October 2025).
- Insolvency regime and creditor protection – as above, entities subject to various insolvency and restructuring procedures will be ineligible for re-domiciliation. Creditor protection prior to re-domiciliation will be a matter for the departing jurisdiction and the proposals do not contemplate any change in the application of UK restructuring and insolvency processes to re-domiciled companies. Where a re-domiciled company becomes subject to a UK insolvency or restructuring procedure, UK law will govern all aspects of those proceedings, including treatment of the entity's assets, the respective powers of its directors and any insolvency practitioner, as well as the effect of the proceedings on contracts to which the entity is a party. The consultation discusses the proposed treatment of director misconduct, antecedent transactions and security interests, and considers related changes to UK insolvency legislation that may be required, particularly in relation to the period prior to re-domiciliation.
- Additional powers for Companies House – although the government considers that Companies House's existing statutory powers are sufficient, they will be reviewed following the outcome of the consultation to ensure it has the necessary powers to operate the regime.
- Changes to CA 2006 – the consultation seeks views on the Expert Panel's suggested approach to amending CA 2006. This would entail inserting a new part into the Act dealing specifically with re-domiciliation, which would make certain global changes to accommodate re-domiciled companies.
Implementation and next steps
The consultation recognises that the need for primary legislation and changes to Companies House systems to operationalise a re-domiciliation regime means that it will take time to deliver. The government is committed to establishing the framework as quickly as possible and will provide further details when responding to the consultation. It will also work alongside the FCA, PRA, Takeover Panel and the Pensions Regulator to establish whether any changes to their rules are required.
First published on the Corporate News Service on 25 March 2026
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