Re-domiciliations and cross-border mergers can be great options for a restructuring and, within the EU, the rules governing both types of operation are, to a certain extent, harmonized across different jurisdictions. The UK does not currently permit either type of operation, but the government's stated intention is to introduce a re-domiciliation regime, and other transactions are possible that would achieve similar overall results. 

Before undertaking any re-domiciliation, cross-border merger or transaction with similar effects, it is essential to consider the implications of such an operation - including with respect to the tax position of the companies involved. 

What will be the impact on tax residence? Will transfer taxes be payable or withholding taxes be triggered? Will assets be revalued for tax purposes or holding periods reset? Could exit charges arise? Does the analysis change if a permanent establishment is retained in the departure country?

Answers to these and other questions may differ from jurisdiction to jurisdiction and, in some respects, law and tax authority practice may still be developing - or be open to challenge. 

To help you get started, we have produced a Q&A-style guide to the tax treatment of re-domiciliations and cross-border mergers across six EU countries and the UK.  

The guide is necessarily in overview form and intended to highlight potential issues rather than provide a comprehensive analysis. It focusses on tax aspects and does not discuss the requirements of the different countries’ re-domiciliation and cross-border merger regimes from a corporate law perspective.

Individual country sections have been written by experts from Bredin Prat (France), Hengeler Mueller (Germany), BonelliErede (Italy), De Brauw Blackstone Westbroek (the Netherlands), Uría Menéndez (Portugal and Spain) and Slaughter and May (the UK).