Re-domiciliation in the UK: Independent Expert Panel Report Published

Could corporate re-domiciliation to and from the UK become a reality? The UK Independent Expert Panel on Corporate Re-domiciliation certainly hopes so and its Report  sets out how this could work. The Panel was appointed by the UK government in December 2023, and its Report was published on 14 October 2024. This proposes a re-domiciliation regime to let bodies corporate outside the UK become a UK company, and UK companies redomicile outside the UK. It details how a regime could work, looks at eligibility, the information to be provided and how an application would be dealt with. It considers the related tax, accounting, distribution, insolvency and creditor protection aspects, additional powers for the Registrar of Companies and detailed changes to the Companies Act 2006 for redomiciled companies. The UK government  has welcomed the Report and intends to consult in due course on a proposed regime design

The Panel believes that redomiciliation to the UK should be available to solvent bodies corporate which intend to carry on business in the UK. It proposes that a redomiciling body corporate should be able to become a UK private or public company. It should provide the same information and meet the same requirements as if the company was being originally incorporated in the UK, rather than requiring it to have an equivalent form in its existing jurisdiction. Those who will be directors of the UK company should make a solvency statement which would have to be refreshed if the application is not completed within 6 months.  Protection of members, creditors and others in its existing jurisdiction should be left to the law of that jurisdiction, with the applicant confirming the relevant requirements are met. Once redomiciled, the company would be treated in the same way as a company originally incorporated in the UK, but there will need to be changes to the Companies Act 2006, including to deal with the accounting and distribution requirements, to make clear how that Act will apply to a redomiciled company. The Report also considers possible changes to tax legislation, measures needed for creditor protection and the inter-relationship between re-domiciliation and restructuring and insolvency proceedings.

The Panel suggests the process for dealing with an application should be as clear and simple as possible and, as far as possible, provide certainty. The Panel proposes keeping Companies House’s discretion to a minimum when deciding an application and that the applicant should be primarily responsible for liaising with the relevant authorities involved. As regulators in different requirements will have different requirements and processes, the focus is on preserving legal personality, flexibility and keeping any period of registration in two jurisdictions as short as possible.

UK companies wishing to redomicile outside the UK should be solvent, and the Report suggests protections for members and creditors of companies wishing to redomicile. It also suggests protections in relation to national security, with proposed changes to the National Security and Investment Act 2021 and requirements to provide information and allow service of process in the UK after re-domiciliation.

The Panel recommends that there should be further consultation once more detailed proposals are developed. This would allow regulators including the Financial Conduct Authority, Panel of Takeovers and Mergers and the Pensions Regulator to consider if they should make changes to accommodate the regime and allow those with a specialist knowledge of particular areas, including accounting and tax, to comment on the proposals.

The Corporate Re-domiciliation Report of the UK Independent Expert Panel is available here.

Vanessa Knapp is a Senior Research Fellow at Harris Manchester College, University of Oxford, a Visiting Professor at Queen Mary University of London, and an Honorary Professor at Brunel University and Chair of the Independent Expert Panel on Re-domiciliation.