Can a company move countries?

Specifically, Jersey to UK

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Can company move from one country to another?  Or are companies forever tied to their place of formation?

I'm thinking specifically of an investment company in Jersey, potentially moving onshore to UK, so no tangible assets of any sort, no employees.  My instinct is that this would have to be achieved by forming a new company in UK and buying/selling all the assets/liabilities.

Obviously there are all sorts of other implications - I'm just thinking of the narrow question of where the company is registered.

Replies (15)

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By Duggimon
07th Jun 2021 11:00

So far as I know it would have to be achieved by forming a new company, I've looked into moving one from Northern Ireland to Scotland and didn't come up with any other solution.

There may be some esoteric process by which this can be achieved but if so I couldn't find it.

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Replying to Duggimon:
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By paul.benny
07th Jun 2021 11:27

Thanks - if you can't even move a company within UK, from outside must be impossible.

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By I'msorryIhaven'taclue
07th Jun 2021 11:18

Duggimon's verdict is borne out by this article:
https://www.1stformations.co.uk/blog/can-i-transfer-my-scottish-register...

Would a UK parent be a viable alternative to transferring assets and liabilities to a NewUKco?

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Replying to I'msorryIhaven'taclue:
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By paul.benny
07th Jun 2021 11:33

Possibly. But no - there are already too many companies in the group.

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By richard thomas
07th Jun 2021 13:35

Companies can move their place of incorporation from England, by sponsoring a Local Act of Parliament! See the Smith Kline & French Laboratories, Australia, and Menley & James, Australia, Act 1991.

Whether that can be done in Jersey I do not know.

I do not though understand why you need to transfer the place of incorporation. It can't be for tax reasons.

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Replying to richard thomas:
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By The Dullard
07th Jun 2021 13:41

For inheritance tax purposes it matters both where the company is resident and where the registered office is (which must usually be in the territory of incorporation).

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By The Dullard
07th Jun 2021 13:44

Why do you want to? What investments does it hold, and who are the shareholders (in terms of companies, individuals or trusts, and residence/domicile status)?

I have dealt with a number of situations, where post-2017 (and more so post-FA 2019), it has been no worse having a UK company. We have done this by establishing a new UK company and ultimately getting rid of the non-UK company afterwards. It's not without its little elephant traps though.

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Replying to The Dullard:
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By paul.benny
07th Jun 2021 13:59

The private equity owners of the business have said something about registering the topco (currently registered in Jersey) in UK. Everything else in the group is onshore.

No idea at present what the request is about but wanted to get a second opinion on relocation before I say it can't be done. I have a feeling the request has a bit of misunderstanding or miscommunication.

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Replying to paul.benny:
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By The Dullard
07th Jun 2021 14:05

And what does the group do? Specifically is it investing in UK land to any great extent?

If not, I'm not sure it is something that should be done, even if it could be done (and I share the view of others that it can't).

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Replying to The Dullard:
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By paul.benny
07th Jun 2021 14:16

100% owns trading companies (I'd rather not be more specific to avoid identification) - no investment in land.

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By The Dullard
07th Jun 2021 15:03

So, the shares in the holding company are currently non-UK situs and the holding company is presumably non-UK resident, so that any gains future and historic are not currently exposed to UK taxation?

Bringing it onshore now would mean that future (and potentially historic) gains (on the shares in the UK trading companies) are exposed to corporation tax, unless you can make new UK company treaty non-resident.

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Replying to The Dullard:
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By paul.benny
07th Jun 2021 15:33

That's why I think the request to have holdco UK registered may not actually be want is wanted.

(and to clarify my previous response - holdco has 100% ownership of trading subsids)

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Replying to paul.benny:
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By The Dullard
07th Jun 2021 16:23

Yes, and now I think about it further SSE might be available to shelter the gains, if done correctly. There would still be the IHT non-UK situs point though.

However, I'll let you deal with the communication issue as a first step.

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Slim
By Slim
07th Jun 2021 19:49

When I worked for pwc this sort of thing happened so it was possible

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Ray McCann
By Ray McCann
10th Jun 2021 12:47

You cannot move a company from one legal jurisdiction to another. You can change where the company is regarded as resident but there would still be ongoing legal ties to a varying degree in the country of incorporation.

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