---
title: "Moving a company to another country is three transactions, not one"
url: https://www.boruconsulting.com/blog/move-company-to-another-country
category: "Corporate Structuring"
author: "Ruairi Laughlin-McCann"
published: 2026-11-05
modified: 2026-11-05
---

# Moving a company to another country is three transactions, not one

> A company can change its country only if the law that made it lets it leave, and the UK, Hong Kong, Singapore and Australia do not. For most groups the move is a choice between continuance, a new parent on top, or moving the business, and the tax follows residence.

## Key Takeaways
- A company can move its country of incorporation only if both laws allow it: the law it leaves must permit it to go, and the law it joins must accept it. Redomiciliation, also called continuance, keeps the same legal entity, contracts and history, and it is only available between jurisdictions that both provide for it.
- The large common-law centres let companies in but not out. The UK has no outward regime and is consulting on an inward-only one, Hong Kong has accepted companies only since 23 May 2025, Singapore only since 11 October 2017, and Australia has no statutory route out at all. Ireland lets a company leave only for another EEA state.
- Where the home law will not release the company, a group moves in one of two other ways. It puts a new parent company in the destination on top by a share exchange or scheme of arrangement, or it transfers the business and assets to a new company there. Both create a new legal entity and both have a tax cost.
- Registration and tax residence are different questions. A company is taxed where it is resident, which for most systems means where it is incorporated or where its central management and control sits. A company that moves its flag but is still run from London or Dublin has not moved for tax.
- Leaving a tax system can be a taxable event in itself. The UK charges corporation tax on unrealised gains when a company ceases to be UK resident under section 185 of the Taxation of Chargeable Gains Act 1992, and Ireland charges exit tax at 12.5%; a move to the UAE gets none of the deferral available for moves within the EEA.

## A company is moved by its home law, not by its owner

A company can be moved to another country only if the law that created it is willing to let it go. That single condition decides most of what follows, and it is the condition the question usually skips. The owner may have moved to Dubai, the customers may be in Europe, and the board may already meet somewhere else. None of that moves the company.

A company is not an asset that travels with its shareholder. It is a legal person created by a statute, and it exists only on the terms of that statute. Changing the country it belongs to means persuading two legal systems at once: the one it is leaving has to release it, and the one it is joining has to accept it as the same person rather than a new one.

Where both systems provide for it, the move is called redomiciliation, continuance or transfer of registration. The company keeps its legal identity, its contracts, its bank accounts, its history and its liabilities, and simply continues under a new law. Where either system does not provide for it, there is no such move. There are only substitutes, each of which creates a new company and each of which has a cost.

So the honest first answer to "can I move my company to another country" is a question back. Where is the company incorporated, and does that law have a door that opens outward.

## Who lets a company leave

The pattern across the jurisdictions corridor groups come from is consistent and, for many owners, unexpected. The large common-law financial centres compete to attract companies and have built routes in. Most of them have not built routes out.

| Jurisdiction | Can its companies leave by continuance | Does it accept companies in | Basis |
| --- | --- | --- | --- |
| United Kingdom | No. There is no outward re-domiciliation regime | Not yet. An inward-only regime was put to consultation in March 2026 and is not law | Department for Business and Trade consultation "Open for business: implementing a UK corporate re-domiciliation regime" |
| Ireland | Only to another EEA state, by cross-border conversion | From EEA states by conversion; non-EEA investment funds only, as ICAVs | European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023, S.I. No. 233 of 2023; ICAV Act 2015 |
| Hong Kong | No | Yes, since 23 May 2025 | Companies (Amendment) (No. 2) Ordinance 2025, new Part 17A of the Companies Ordinance (Cap. 622) |
| Singapore | No. The regime is inward | Yes, since 11 October 2017 | Companies Act 1967, Part 10A, sections 358 and 359 |
| Australia | No statutory continuation out | Foreign companies register as foreign companies | Outbound moves are done by scheme of arrangement under the Corporations Act 2001 |
| BVI, Cayman, Jersey, Guernsey | Yes, subject to solvency and good standing | Yes | Each territory's companies law |
| ADGM and DIFC | Yes | Yes, by continuance | ADGM Companies Regulations 2020; DIFC Companies Law No. 5 of 2018 |

Three readings of the table matter more than any single row.

**The UK company cannot leave.** A company incorporated in England and Wales, Scotland or Northern Ireland has no mechanism to transfer its incorporation abroad, and the regime now proposed would let foreign companies in without letting UK companies out. The government chose an inward-only design even though its own Independent Expert Panel, reporting in October 2024, recommended a two-way regime.

**Hong Kong and Singapore are doors that open one way.** Hong Kong's Companies Registry describes its regime as one that allows non-Hong Kong corporations to re-domicile to Hong Kong "but not the other way round". Singapore introduced its inward regime in 2017 to attract regional and global headquarters. A Hong Kong or Singapore company that wants to belong to Abu Dhabi or Dubai cannot use either regime to get there. How a Hong Kong group moves anyway, and what Hong Kong charges on the way, is set out in the note on [moving a Hong Kong company to Dubai](https://www.boruconsulting.com/blog/move-hong-kong-company-to-uae).

**The offshore holding company is usually the mobile part.** Many corridor groups sit under a holding company in the British Virgin Islands, the Cayman Islands or Jersey, with operating companies underneath in Hong Kong, the UK or Australia. The offshore parent can usually continue into ADGM or DIFC as the same legal entity; the operating companies usually cannot move at all. The mechanics of arriving in Abu Dhabi or Dubai, and the companies that can and cannot make that move, are set out in the note on [redomiciling a company into ADGM or DIFC](https://www.boruconsulting.com/blog/redomicile-company-adgm-difc).

## Three ways to move, and a fourth that moves nothing

When the home law will not release the company, the group still has to get its business, its ownership or its headquarters to the new country. There are three ways to do that, and a fourth option that avoids moving the company at all. They differ in what survives, what is created, and what is taxed.

**Continuance.** The company itself changes law and keeps its identity. Contracts do not need novating, licences and bank relationships usually survive subject to notice, and the corporate history is unbroken. It is the cleanest route, and it is only available where both laws provide for it. In the corridor that typically means an offshore holding company continuing into ADGM or DIFC, or an Irish company converting into another EEA state.

**A new parent on top.** The group forms a new company in the destination and has it acquire the shares of the existing company, either by a share-for-share exchange or, for widely held companies, by a court-approved scheme of arrangement. The old company stays where it is, still subject to its home law and still taxed there, and becomes a subsidiary. What moves is the top of the group. This is how an Australian company "redomiciles" overseas, the route set out in the note on [giving an Australian group an Irish parent](https://www.boruconsulting.com/blog/australian-company-irish-holding-company), and how a UK company is re-headed under a UAE parent, set out in the note on [putting a UAE holding company over a UK company](https://www.boruconsulting.com/blog/uae-holding-company-over-uk-company).

**Moving the business.** The group forms a new company in the destination and transfers the business, assets, staff and contracts into it, leaving the old company to be wound up. Nothing about the old legal person moves; it is emptied. This is the most disruptive route. Every contract needs assignment or novation, every licence needs reapplying for, employees transfer under local employment law, such as the Transfer of Undertakings (Protection of Employment) Regulations 2006 in the UK, and the transfer of assets is usually a disposal for tax.

**A branch.** The company does not move at all. It registers a branch, a place of business, in the new country and trades there as itself. A UK branch of an overseas company is registered at Companies House on form OS IN01 within one month of opening for business, for a fee of £124. A branch is not a lighter subsidiary; it is the parent trading abroad, so the parent's whole balance sheet stands behind it and both countries may tax its profits. How the UK, Ireland and the UAE register and tax a branch is set out in the note on [choosing a branch or a subsidiary](https://www.boruconsulting.com/blog/branch-or-subsidiary-uk-ireland-uae).

## The tax follows residence, not the registration

Moving the registration does not, by itself, move the tax. That is the most consistent misunderstanding in this area, and it runs in both directions.

A company is taxed where it is resident. Most corridor systems use two tests together. The first is incorporation: a company incorporated in the UK is UK resident under section 14 of the Corporation Tax Act 2009, and a company incorporated in Ireland is Irish resident under section 23A of the Taxes Consolidation Act 1997, subject to a treaty. The second is management: a company is also resident where its central management and control is exercised, the test the courts have applied since De Beers Consolidated Mines v Howe in 1906. The UAE asks a similar question: under Article 11 of Federal Decree-Law No. 47 of 2022, a company incorporated abroad is resident where it is effectively managed and controlled in the State.

The consequences are practical.

- **A company that continues into ADGM but is still run from London has not left the UK for tax.** Its board decisions are taken in the UK, so it remains UK resident on the management test.
- **A UK company re-headed under a UAE parent is still a UK taxpayer.** The new parent changes who owns it, not where it is resident.
- **A company can move for tax without moving at all.** When its directors relocate and start taking decisions in Dubai, a company incorporated offshore can quietly become resident in the UAE and stop being resident in the UK, which may be exactly what triggers a charge on leaving.

Where management really sits is the question examined in the note on [running a company from Dubai while it is incorporated elsewhere](https://www.boruconsulting.com/blog/dubai-company-from-uk-tax-residence) and the analysis of [central management and control across the corridor](https://www.boruconsulting.com/blog/central-management-control-corridor-residence). For a director who divides the year between several countries, the position can change on the day they move, which is the subject of the note on [living between Ireland, Spain and the UAE](https://www.boruconsulting.com/blog/living-between-ireland-spain-uae-company-tax-residence).

## Leaving a tax system can be taxed in itself

A company that ceases to be resident in a tax system is, in the UK and Ireland, treated as having sold its assets on the way out. The charge falls on gains that have built up but have never been realised, and it falls in the year of departure, not when the assets are eventually sold.

**The UK.** Section 185 of the Taxation of Chargeable Gains Act 1992 charges corporation tax on the unrealised gains of a company that ceases to be UK resident, by deeming it to dispose of its assets at market value and reacquire them. Only a company incorporated outside the UK can cease to be UK resident in the first place, because a UK-incorporated company is resident by incorporation. The UK allows the tax to be paid under an exit charge payment plan, but only where the company carries on business in an EEA state and becomes resident there. A company that moves to the UAE pays on the normal timetable.

**Ireland.** Ireland charges exit tax at 12.5% on unrealised gains when a company migrates its residence or transfers assets out of the Irish tax net, under sections 627 to 629C of the Taxes Consolidation Act 1997. The rate is deliberately aligned with the trading rate rather than the capital gains rate.

**The UAE.** The UAE has no exit charge. A company leaving the UAE does not pay to go. Arriving brings it into the corporate tax net under Federal Decree-Law No. 47 of 2022, at 9% on taxable income above AED 375,000, or 0% on qualifying income for a Qualifying Free Zone Person.

The exit charge is the line in the plan that most often goes uncosted, because the owner thinks of the move as administrative. A holding company with a portfolio that has appreciated for a decade can face a substantial tax bill for a change of address. Which companies can actually leave, what each country charges and why a move to the UAE gets no deferral are set out in the note on [the corporate exit tax](https://www.boruconsulting.com/blog/company-exit-tax-uk-ireland-uae).

## What arrives on the other side

A company that has moved, by whichever route, arrives as a new taxpayer with new obligations, and it is the arrival that the group lives with for the next twenty years.

In ADGM or DIFC, a continued company becomes a UAE company. It registers for corporate tax, keeps accounts to the UAE standard, files returns, and has to show the substance a free zone regime expects if it wants the 0% rate. Its history arrives with it, including any liabilities, disputes and tax enquiries from its former home. Continuance carries the past forward as well as the identity.

A new parent company in the destination is only resident there if it is genuinely managed there. An Irish holding company needs a board that meets and decides in Ireland, and at least one director resident in the EEA or a bond under section 137 of the Companies Act 2014, the subject of the note on [the non-resident director bond](https://www.boruconsulting.com/blog/non-resident-director-bond-ireland-section-137). A UAE holding company run from London is a UK company for tax whatever its licence says.

A branch arrives as part of its parent. It is taxed in the country where it trades on the profits attributable to it, and the parent's home country decides whether it taxes those profits again with a credit or exempts them by election.

## Choosing the route for a real group

The right route is rarely a matter of preference, because the home law usually removes one or two options before the discussion starts. What remains is a sequence of questions, asked in order.

1. **Where is each company incorporated, and can it leave.** Map the group. The holding company in the BVI may be able to continue; the operating company in the UK, Hong Kong or Australia cannot.

2. **What actually needs to move.** Ownership, management, operations and the regulated licence are four different things. A group that needs a Gulf parent for investors does not necessarily need to move its operating companies at all.

3. **Where will the company really be managed.** If the board will keep meeting in London or Dublin, no route changes the tax residence, and the exercise is cosmetic.

4. **What does leaving cost.** Value the assets that would be deemed sold, check the exit rules in each country the company is resident in, and price the stamp duties, transfer taxes and employee transfers the chosen route triggers.

5. **What does arriving require.** Registration, substance, directors, accounts, tax registration and banking in the destination, set up before the move rather than after it.

Run in that order, the decision usually becomes obvious. Run in the order the marketing suggests, starting with the new licence, it produces companies with a new flag and an old tax position.

## Frequently asked questions

### Can you move a company to another country?

Sometimes, as the same legal entity, and only if two laws agree. The law of the country where the company is incorporated must allow it to leave, and the law of the destination must accept it. Where both provide for it, the move is called redomiciliation or continuance and the company keeps its identity, contracts and history. Where either does not, a group moves by putting a new parent company in the destination or by transferring its business to a new company, both of which create a new legal entity.

### Can a company change its country of incorporation?

Only where its home law has an outward route. Offshore jurisdictions such as the British Virgin Islands, the Cayman Islands and Jersey generally allow a company to continue elsewhere, subject to solvency and good standing, and ADGM and DIFC in the UAE allow continuance in and out. The UK, Hong Kong and Singapore have no outward route, Australia has no statutory continuation out, and Ireland allows a company to convert only into another EEA state.

### Can you redomicile a company to the UK?

Not yet. The UK has no corporate re-domiciliation regime in force. The government published a consultation in March 2026 on an inward-only regime that would let foreign companies become UK companies while keeping their legal identity, but it is not law. Until it is, a foreign company moving to the UK forms a new UK company and transfers its business or shares to it, and UK companies themselves will still have no route to leave under the proposals.

### Can you redomicile a company to Ireland?

Only from another EEA state. Under the European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023, in force since 24 May 2023, a limited company from another EEA state can convert into an Irish company and an Irish company can convert into one elsewhere in the EEA. There is no general route for a company from outside the EEA to continue into Ireland, apart from investment funds that can redomicile as Irish collective asset-management vehicles. A non-EEA group usually puts an Irish holding company on top instead.

### Can a company redomicile to Hong Kong or Singapore, and can it leave?

It can arrive but not leave. Hong Kong introduced an inward re-domiciliation regime on 23 May 2025, and Singapore has had an inward regime since 11 October 2017, both allowing foreign companies to become local companies while keeping their legal identity. Neither gives a Hong Kong or Singapore company a route to move its incorporation to another country, so a group based there that wants a UAE or European parent has to re-head or restructure rather than continue.

### What does it mean to redomicile a company?

To redomicile a company is to change the law under which it is incorporated while keeping it the same legal person. Its name may change, but its assets, liabilities, contracts, registration history and legal proceedings continue without interruption, which is the difference from incorporating a new company and transferring the business to it. The terms continuance, continuation and transfer of registration describe the same process in different jurisdictions.

### Does moving a company's registration change where it pays tax?

Not by itself. A company is taxed where it is resident, and residence usually turns on where it is incorporated and where its central management and control is exercised. A company that changes its registration but is still run from London or Dublin stays resident there for tax. Leaving a tax system can also be taxed: the UK charges corporation tax on unrealised gains when a company ceases to be UK resident, and Ireland charges exit tax at 12.5%.

### Is a branch an alternative to moving the company?

It is an alternative to moving it, not a lighter version of a subsidiary. A branch is the company itself trading in another country, registered there as a place of business, such as a UK establishment registered at Companies House on form OS IN01 within one month of opening. The parent stays where it is, its whole balance sheet stands behind the branch, the branch's profits are taxed where it trades, and the home country decides whether to tax them again with a credit or exempt them.

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**Critical advisory.** The registration is the last step of moving a company and the least important one. What decides whether the move works is whether the home law releases the company at all, what the country it leaves charges on the way out, and where the board will actually take its decisions afterwards. In my experience the groups that get this wrong are not careless; they start with the new licence because it is the visible part, and discover the exit charge and the residence problem once the cost is fixed. We plan these moves across the UK, Ireland and the UAE from the group map outward, choose between continuance, a new parent and a business transfer, and put the destination company, its directors, its tax registration and its substance in place before anything is filed.

If you are considering moving a company or a group, speak to us through our [services page](https://www.boruconsulting.com/services) before the first resolution is passed. This article is general information and not legal or tax advice; your own position should be confirmed against your specific facts before you act.

## Glossary concepts in this article
- [Holding Company](https://www.boruconsulting.com/glossary/holding-company): A company whose main purpose is to own shares in other companies rather than trade in its own right.
- [Abu Dhabi Global Market (ADGM)](https://www.boruconsulting.com/glossary/adgm): A financial free zone in Abu Dhabi that applies English common law directly and has its own courts and financial regulator.
- [Dubai International Financial Centre (DIFC)](https://www.boruconsulting.com/glossary/dubai-international-financial-centre): A financial free zone in Dubai with its own common-law courts and independent regulator, running a legal system separate from the wider UAE onshore framework.
- [Central Management and Control (CMC)](https://www.boruconsulting.com/glossary/central-management-and-control): The long-standing test that treats a company as tax resident where its real top-level decisions are actually made, rather than where it is registered.
- [Exit Tax](https://www.boruconsulting.com/glossary/exit-tax): A charge on unrealised gains that arises when a company or individual ceases to be tax resident in a country, treating the assets as sold at market value on departure.

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Source: https://www.boruconsulting.com/blog/move-company-to-another-country