On 14 October 2024, the Independent Expert Panel, which was convened in December 2023 to guide the government on establishing a corporate re-domiciliation framework in the UK, published its much-anticipated report. This follows the UK government's initial consultation on introducing a corporate re-domiciliation regime in October 2021.

Key Recommendations from the Report:

  • The panel strongly supports a two-way corporate re-domiciliation regime. This would allow non-UK registered companies to transfer their registration to the UK, and UK companies to re-domicile overseas.
  • The UK re-domiciliation framework should be accessible to solvent businesses intending to operate in the UK as a going concern post-transfer. Companies should have the flexibility to re-domicile as either private or public entities, provided they meet the legal requirements in both their home jurisdiction and the UK's inward re-domiciliation rules.
  • The report outlines how re-domiciliation to the UK could be structured, including the information required, application process, and determination of the effective date. The goal is to align the process as closely as possible with existing UK company incorporation rules to ensure transparency and consistency.
  • Recommendations were made regarding the treatment of re-domiciled companies under UK company law, with suggestions for adapting tax, accounting, and insolvency legislation to accommodate them.
  • Proposed changes to the powers and responsibilities of the Registrar of Companies were also suggested to streamline the re-domiciliation process.
  • For outward re-domiciliation, the panel explored how the regime might protect the interests of shareholders, creditors, and national security, ensuring robust safeguards are in place.
  • The report encourages further government consultation on the detailed proposals, particularly regarding regulatory input from bodies such as the FCA and the Takeover Panel. Further consultation on accounting and audit complexities is also recommended.

The UK government has welcomed the panel’s findings and announced plans to consult on a formal re-domiciliation regime design in the near future.