Q&As

Corporate redomiciliation—can a non-UK company redomicile into the UK?

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Published on LexisPSL on 23/03/2017

The following Tax Q&A provides comprehensive and up to date legal information covering:

  • Corporate redomiciliation—can a non-UK company redomicile into the UK?

Corporate redomiciliation—can a non-UK company redomicile into the UK?

It is possible for a non-UK incorporated company to redomicile to the UK. Depending on what is permitted under the laws of the non-UK company’s jurisdiction of incorporation, this can potentially be done either by way of what is typically called a corporate inversion, where a new UK incorporated holding company is inserted above the existing non-UK company, or by way of a direct emigration, where the non-UK company shifts its tax residence to the UK.

A corporation is domiciled in the country under the law of which it is incorporated, akin to the approach in relation to individuals (see: Domicile of corporations: Halsbury's Laws of England [767] and see also the case of Gasque v IRC).

A company formed under the Companies Act 2006 has an English domicile if registered in England, and a Scottish domicile if registered in Scotland. Unlike an individual, it cannot directly change its domicile, even if it carries on business elsewhere. The UK will therefore not re-register incoming companies and does not let existing companies directly redomicile to other countries (although the position is different overseas in that foreign companies may seek a new domicile in another (non-UK) country under the laws of those respective jurisdictions).

Under an incoming corporate inversion, a typical scheme might be where the existing ordinary shares of the

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