Thera Prins
UK Shareholder Services
This month we look at the Independent Expert Panel’s report on corporate re-domiciliation, following on from the Panels formation in December 2023 by the Department for Business and Trade. The Panel has been established to review how best to provide a framework for UK registered companies to register overseas and for non-UK companies to register in the UK.
Companies House has published an outline transition plan with its intended timetable for implementing the reforms brought about by the Economic Crime and Corporate Transparency Act 2023.
Finally, we have provided some detail on the House of Lords Modern Slavery Act Committee’s report following its call for evidence with a view to strengthening the provisions of the Modern Slavery Act 2015.
Corporate Re-domiciliation – Independent Expert Panel
On 14 October 2024 the Independent Expert Panel produced its report on Corporate Re-domiciliation, providing advice to the government on how best to provide a UK corporate re-domiciliation framework, whilst maintaining the expected standards of corporate governance both in the UK and overseas.
The introduction of a regime will require changes to company and tax law. The Independent Expert Panel was established to provide independent, non-binding advice to the government on how best to establish a UK corporate re-domiciliation framework.
The Panel’s report:
- Supports the introduction of a two-way re-domiciliation regime, allowing non-UK registered corporate bodies to become UK companies and UK companies to re-domicile overseas.
- Recommends making UK re-domiciliation available to solvent entities that intend to carry on business as a going concern, subject to meeting regulatory requirements in the relevant jurisdictions.
- Suggests how re-domiciliation to the UK could work in practical terms.
- Considers how a re-domiciled company would be treated for company law purposes.
- Suggests changes to the powers of the Registrar of Companies to assist in the process.
- Considers how a regime for outward re-domiciliation by UK companies could work, protecting the interests of shareholders, creditors and national security.
- Recommends further consultation, including seeking input from the relevant regulators.
The full report can be accessed here: Report of the UK independent expert panel (publishing.service.gov.uk)
Companies House
The Economic Crime and Corporate Transparency Act 2023 (ECCTA) gives Companies House the power to play a more significant role in disrupting economic crime and supporting economic growth. Over time, the measures will lead to improved transparency and more accurate and trusted information on Companies House registers.
The Transition Plan sets out progress made since March 2024 and includes an intended timetable for the remainder of the reforms.
According to the timetable, Companies House should be able to:
- By Autumn 2024 – issue financial penalties for relevant offences.
- By Winter 2024 and into 2025 – expedite the striking off of companies formed for a false basis.
- By Spring 2025 – carry out checks on authorised corporate service providers (ACSP) to allow identity verification to begin.
- By Summer 2025 – Allow access on request to certain trust information on the Register of Overseas Entities.
- By Autumn 2025 – Make identify verification compulsory on incorporation and begin a 12-month transition period to require identity verification for existing directors and persons with significant control.
- By Spring 2026 – Require identity verification for presenters filing any document, require a third-party agent filing on behalf of a company to be a registered ACSP and reject documents filed by a disqualified director.
- By the end of 2026 – Introduce additional filing requirements for limited partnerships, complete the transition period for existing directors requiring identity verification and start compliance activity against those who have failed to comply with identity verification.
The paper also sets out the intended powers Companies House will have following restrictions on corporate directors and following accounts reform, including the ability to mandate software only filing for all accounts.
The proposals are dependent on the Parliamentary timetable.
The policy paper can be accessed via this link: Economic Crime and Corporate Transparency Act: outline transition plan for Companies House - GOV.UK (www.gov.uk)
Parliamentary Select Committee – Modern Slavery Act
The House of Lords Modern Slavery Act 2025 Committee has published its report following its call for evidence earlier in 2024 on the effectiveness of the Act.
The Committee concluded that various domestic and international developments have raised areas for improvement.
Recommendations include:
- Strengthen company accountability for modern slavery in their supply chains.
- Revisit and strengthen the former government’s draft Modern Slavery Bill to make the content of modern slavery statements, and their publication on a central registry, mandatory.
- Introduce proportionate sanctions for non-compliance.
- Introduce legislation requiring companies over a certain threshold to undertake mandatory supply chain due diligence.
- Various changes to specific immigration legislation.
- That the government should establish an arms-length single enforcement body.
- Government to introduce legislation to widen the use of Trafficking Prevention Orders.
The report can be accessed here: The Modern Slavery Act 2015: becoming world-leading again (parliament.uk)
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