Enabling overseas companies to redomicile to the UK: what you need to know
On 25 March 2026, the UK Government launched a consultation on a proposed UK corporate redomiciliation regime. At present, overseas companies wishing to relocate to the UK must generally undertake a full legal restructuring, often involving the creation of a new UK entity and the transfer of assets, contracts and employees. The proposed regime would, for the first time, allow an overseas company to move its place of incorporation to the UK while preserving its existing legal identity, avoiding the need to recreate the business in a new entity.
What is redomiciliation?
Redomiciliation refers to the process by which a company changes its country of incorporation while continuing as the same legal entity.
This continuity is central to the proposal and is a key differentiator from current UK practice. Under current UK law, restructuring routes can be complex, costly and disruptive, often requiring third‑party consents, tax analysis and regulatory approvals.
Why is this relevant?
If introduced, the regime would represent a significant development in the UK’s corporate framework and could enhance the UK’s attractiveness for international businesses. Many competitor jurisdictions already operate inward or full in‑and‑out redomiciliation regimes, including Singapore, Luxembourg, the UAE (DIFC/ADGM), Jersey, Guernsey and the Cayman Islands, meaning the UK is currently an outlier among major corporate hubs. For groups seeking to consolidate or expand their UK presence, redomiciliation offers a more direct and operationally efficient route.
Potential advantages include continuity of the legal entity, reduced need for asset transfers, streamlined implementation and potential tax and regulatory efficiencies. It is also worth noting that the EU cross‑border merger regime, which previously facilitated certain inbound restructurings, ceased to apply to the UK after Brexit. In the absence of that framework, there is currently no statutory mechanism enabling a seamless migration of corporate identity into the UK - a gap the proposed regime is intended to fill.
Key features of the proposal
The Government is proposing an inward‑only regime, meaning non‑UK companies could redomicile into the UK, but UK companies would not be able to redomicile out. Eligibility is expected to include compliance with the laws of the originating jurisdiction, solvency, operational status and sanctions/director checks. No minimum size, trading history or economic substance requirements are currently proposed.
Process in outline
The proposed process would involve an application to Companies House, supported by director solvency statements and disclosures, adoption of an appropriate UK corporate form, and deregistration in the original jurisdiction. Following completion, the company would be treated as a UK‑incorporated entity for all purposes.
Key considerations
Redomiciliation would bring the company fully within the scope of UK company law, including governance requirements, PSC disclosure, financial reporting and audit obligations, restrictions on distributions and broader compliance duties. The inward‑only nature of the regime means that once redomiciled, a company cannot subsequently redomicile out of the UK, making this a long‑term structural decision.
Legal effect of redomiciliation
Redomiciliation does not create a new legal entity. Assets, rights, liabilities, contractual obligations, legal proceedings and security arrangements continue unaffected. This continuity removes the need to transfer assets, contracts or operations to a new entity.
Timing
The consultation closes on 19 June 2026. Implementation will require primary legislation and system changes, so the regime is unlikely to come into force before 2027 or later.
Our view
The proposed regime signals a clear shift in UK policy towards making the jurisdiction more accessible and competitive for international businesses. If implemented effectively, it could provide a simpler and more commercially practical alternative to existing restructuring options. The inward‑only nature may limit flexibility but is unlikely to deter groups already seeking a UK base. Overall, the proposal is a positive step that supports the UK’s ambition to position itself as an attractive place to do business.