Relocating a company to the UK: Government proposals for a new redomiciliation regime

Michael Iatsukha

15.04.2026

Key takeaways

The Government proposes an inward-only redomiciliation regime enabling overseas companies to relocate to the UK while preserving legal continuity.
The regime is intended to significantly reduce administrative complexity and relocation costs, with Government estimates of up to 90% savings.
Applicants must provide standard incorporation details, asset and liability information and a directors’ solvency statement for Companies House approval.
Consultation runs until June 2026. Primary legislation, Companies House system updates, and regulatory changes mean that operations are unlikely before 2027–2028.
The regime is targeted mainly at multinational groups restructuring holding companies; operational businesses are less likely to relocate under this framework.
Redomiciliation will preserve assets, liabilities and contracts under UK law but will not automatically alter tax residency or entitlement to tax benefits.

Introduction

The UK Government has outlined plans to introduce a new legal framework that would allow overseas companies to relocate to the United Kingdom while preserving their existing legal identity. This process, commonly referred to as redomiciliation, would enable a company to become a UK entity without creating a new legal structure.

If implemented, the regime is expected to significantly reduce both the administrative burden and costs associated with moving a business to the UK. It would also align the UK with a number of established jurisdictions — including EU countries, Singapore, Canada and Australia — where similar mechanisms are already in place.

The Government anticipates that the proposed framework will be particularly relevant for intermediate holding companies within multinational groups seeking access to specific regulatory or tax environments. Certain investment structures and captive insurers may also find the regime beneficial.

Background

In some cases, international groups seeking a stronger UK presence may achieve this by inserting a UK holding company above their existing structure. Similarly, a company may shift its tax residence to the UK by relocating its central management and control without changing its place of incorporation.

However, where a full transition into a UK-incorporated entity is required, the current process is complex. Typically, this involves establishing a new UK company, transferring assets and liabilities, assigning contractual relationships, and ultimately winding up the original entity. Where regulated activities are involved, fresh authorisation from bodies such as the Financial Conduct Authority may also be necessary.

This approach is often costly and operationally challenging. The introduction of a redomiciliation regime would remove many of these obstacles and, according to Government estimates, could reduce associated costs by up to 90%.

The concept was initially raised in 2021, with further development supported by an independent expert panel. In 2024, the panel published recommendations covering eligibility, application procedures, interaction with foreign legal systems, and the treatment of redomiciled entities under UK law.

Jurisdictions with existing redomiciliation regimes

A number of jurisdictions already permit companies to change their domicile while maintaining legal continuity. These include the United States (notably Delaware), Canada, Switzerland, Luxembourg, and various offshore financial centres such as the Cayman Islands and Bermuda.

While many jurisdictions allow both inbound and outbound redomiciliation, others — including Singapore and Australia — operate inward-only models.

Consultation

The Government’s proposals are currently subject to consultation. Supporting materials include an analytical review of comparable regimes and the circumstances in which companies may choose to relocate.

With limited exceptions, the Government appears broadly aligned with the expert panel’s recommendations.

Core principles of the proposed framework

The regime is expected to be built on several key principles:

Only solvent corporate entities intending to continue trading will be eligible.
Protection of creditors and stakeholders prior to relocation will be governed by the laws of the original jurisdiction.
Companies will have flexibility in selecting their UK corporate structure, subject to meeting local requirements.
Legal continuity must be preserved, with UK registration completed before deregistration abroad.
The applicant will be responsible for managing the process with Companies House and other authorities.
Once redomiciled, the company will generally be treated as if it had always been incorporated in the UK.

Inward-only approach

Despite earlier support for a two-way system, the Government has opted to introduce an inward-only regime. This means that while foreign companies will be able to move into the UK, UK companies will not be able to redomicile out of the UK.

This restriction may influence decision-making for some businesses, particularly those seeking long-term structural flexibility.

Key elements of the proposed regime

Eligibility requirements

A foreign entity will generally qualify if it is incorporated outside the UK and remains solvent. However, certain categories will be excluded, including:

Companies undergoing insolvency or liquidation.
Entities involved in restructuring arrangements are not yet finalised.
Companies or individuals subject to sanctions or disqualification measures.

There are no minimum thresholds for size, trading history, or economic substance.

Importantly, redomiciliation will only be possible where the laws of the original jurisdiction permit outward migration.

Application process

Applicants will be required to submit:

Standard incorporation details.
Information on existing assets and liabilities.
A formal solvency statement from directors.

Companies can choose among various UK corporate forms, provided they meet the eligibility criteria.

Operational readiness

From a practical perspective, companies must ensure they are fully prepared to operate in accordance with UK legal and regulatory requirements from the point of redomiciliation. This includes governance structures, financial reporting systems and internal controls.

Decision-making authority

Companies House will be responsible for assessing applications. Once approved, the company must complete deregistration in its original jurisdiction within a specified timeframe.

Legal effect of redomiciliation

The proposed legislation will confirm that a company retains its legal personality throughout the process. This means that all assets, liabilities and contractual rights remain intact, ensuring continuity of operations.

It is expected that specific provisions will be incorporated into the Companies Act 2006 to accommodate these arrangements.

Tax and regulatory implications

Following implementation, further adjustments to tax legislation may be required. However, it is important to note that many UK tax benefits are linked to tax residency rather than incorporation.

As a result, redomiciliation alone may not provide substantial tax advantages in all cases. For example, certain regimes can already be accessed without relocating the place of incorporation.

Commercial reasons for redomiciliation

Companies may consider changing their domicile for a range of strategic reasons, including:

Access to capital markets or specific investor groups.
Strengthening investor confidence.
Simplifying group structures.
Aligning operations with key markets.
Facilitating mergers, acquisitions or public procurement participation.
Supporting talent attraction and retention.
Aligning legal structure with management location.
Achieving regulatory or operational efficiencies.

Expected market demand

The Government anticipates that the primary users of the regime will be multinational groups restructuring their holding structures. Interest from operational businesses may be more limited due to the complexity of relocating business activities.

Insolvency considerations

Entities subject to insolvency proceedings will be excluded. Once redomiciled, companies will fall under UK insolvency rules, although certain technical adjustments may be required to address cross-border considerations.

Implementation timeline

The consultation period is scheduled to conclude in June 2026. The introduction of the regime will require primary legislation, system updates at Companies House and potential regulatory amendments.

Accordingly, the framework is unlikely to be operational before 2027 or 2028.

For businesses considering a potential move to the UK, obtaining tailored legal advice at an early stage can help clarify eligibility, identify risks and structure the transition effectively. The specialists at Sterling Law provide comprehensive guidance on corporate relocation, regulatory compliance and cross-border structuring, supporting clients at every stage of the process.