The UK’s New Corporate Re-Domiciliation Regime: What Businesses Need to Know

On 25 March 2026, the UK Department for Business and Trade published a consultation on implementing a UK corporate re-domiciliation regime (broadly, enabling non-UK incorporated companies to move their domicile to the UK), which closes on 19 June 2026. Following an initial consultation in 2021 and the publication of an Independent Expert Panel report in October 2024, the Government has now confirmed its intention to proceed with the establishment of an inward re-domiciliation regime for non-UK incorporated companies. This article sets out what the regime will mean in practice, who stands to benefit, and the key considerations, including tax, that businesses should bear in mind.

What is Re-Domiciliation?

Corporate re-domiciliation is the process by which a company changes its place of incorporation whilst retaining its legal identity as a corporate body. At present, moving a company to the UK requires the establishment of a new legal entity, the transfer or novation of all assets, contracts and liabilities, and potentially significant regulatory re-authorisations. This process can be prohibitively complex and costly, particularly for listed or regulated companies. The proposed regime would simplify the process, allowing eligible foreign companies to re-domicile to the UK without changing their legal identity. Stakeholder engagement suggests that companies using such a regime could save 50-90% of the costs associated with existing processes.

The Consultation and its Focus

The consultation is focused on the detailed design of the regime. It addresses the practical mechanics of re-domiciliation, including eligibility criteria, the application process, solvency requirements, the role of Companies House, and the legal effect of re-domiciliation. Importantly, the Government has concluded that only an inward regime will be introduced at this stage and no facility for outward re-domiciliation is being considered. Companies would only be able to re-domicile from jurisdictions that permit outward re-domiciliation, such as the US, Canada, Luxembourg, Switzerland, Jersey, Guernsey, the Cayman Islands, Bermuda and the British Virgin Islands.

Who Will Benefit?

The primary demand for re-domiciliation is expected to be from multinational groups wishing to restructure, predominantly by moving blocks of intermediate holding companies to the UK. Trading companies with significant physical operations are less likely to use the regime, given the additional complexities of shifting entire operations. There is also a notable opportunity for financial services groups: with holding companies based in offshore jurisdictions, such as Jersey or the Cayman Islands.  These financial services businesses may look to re-domicile their holding structures to the UK, particularly where management and substance is already based here. The UK’s Qualifying Asset Holding Company regime and planned captive insurance framework make re-domiciliation to the UK an attractive proposition. More broadly, as the OECD’s 15% global minimum corporate tax rate impacts the advantages of low-tax jurisdictions, and reputational risks increase for offshore-incorporated entities, the UK is well-placed to attract companies seeking a transparent and well-regulated home. 

Key Tax Considerations

Tax is one of the principal factors for groups seeking to change their domiciliation. The UK holding company regime is generally considered favourable with key tax exemptions and affording access to the UK’s extensive double tax treaty network. However, there are important issues to consider, including stamp duty implications and withholding tax on interest payments. The consultation does not set out any consequent changes to UK tax legislation in detail, but invites feedback on a number of areas, including the date on which a company becomes UK tax resident, the base cost of assets on re-domiciliation, the treatment of loan relationships and derivatives, controlled foreign company implications, loss importation, and whether re-domiciliation should change the source of cross-border payments for withholding tax purposes. A specific question has also been raised about the potential for a double stamp duty reserve tax charge where companies transition from a depositary interest structure to a direct listing.

Next Steps and Practical Implications

The regime will require primary legislation and changes to Companies House systems, so delivery will take time. No firm timescale has been set, although the Government has indicated it will look to deliver the regime quickly. Businesses considering potential re-domiciliation should note that the consultation process remains ongoing and a number of critical details, particularly regarding tax treatment, are yet to be settled. Not all stakeholders will view UK re-domiciliation favourably. For instance, shareholders in financial holding companies may not welcome the transparency obligations and Companies House requirements associated with UK incorporation. As with all cross-border structures, decisions of where to locate are multi-faceted.