Phoenix Digital Assets Secures Over 99% Shareholder Approval to Relocate from the UK to Gibraltar

Phoenix Digital Assets PLC Wins Shareholder Backing to relocate to Gibraltar

In a pivotal move to relocate its domicile, Phoenix Digital Assets PLC disclosed that shareholders approved a plan to redomicile from the United kingdom to Gibraltar through a partnership arrangement. The decision was reached at separate general and judicial meetings held on January 9.

judicial-district records show 88.89% of voting rights, representing 99.97% of all shares, approved the agreement. At the general meeting, 99.97% of votes cast supported authorising the directors to implement the move.

The redomiciliation was first announced on December 4, 2025, with the plan circular published on December 15, 2025.

Approval remains subject to several conditions, including clearance from the gibraltar Financial Services Commission and judicial sanction at a hearing scheduled for January 19, 2026.

If all conditions are met, the process is expected to take affect on January 21.Trading in Phoenix shares on the AQSE Growth market Access Segment will be suspended that morning,with trading in the new Gibraltar-based entity anticipated to begin on January 22.

The company notes the move is being pursued because the United Kingdom does not offer a direct redomiciliation mechanism, requiring a plan of arrangement approach.

Phoenix Digital Assets reported that 411,484,705 voting shares were eligible for participation, with about 50.45% voting at the court meeting and 55.04% at the general meeting.

Key Facts at a Glance

Aspect	Details
Move	Redomiciliation from the United Kingdom to Gibraltar via a partnership structure
Meeting Dates
Judicial Vote
General Vote
Plan Proclamation
Plan Circular
Conditions
Expected Effect
Trading Dates
Reason
Eligible Shares
Participation

Investors should monitor updates from the Gibraltar regulatory authority and the company for any changes to the timetable or conditions that affect the redomiciliation schedule.

Disclaimer: This article is for informational purposes and should not be construed as financial advice. Investors should perform their own due diligence.

What is your take on corporate redomiciliation in the crypto sector? Do you think moving to Gibraltar strengthens regulatory clarity and investor confidence? Share your thoughts below.

effective rate for authorised entities Improved net profitability and cash‑flow for the firm EU‑compatible framework Alignment with MiCA (Markets in Crypto‑Assets) and GDPR Seamless cross‑border service offering for EU clients Business‑friendly environment No withholding tax on dividends, easy repatriation of profits Greater flexibility for shareholder distributions Strategic location Access to both UK and Mediterranean markets Enhanced market reach for crypto‑asset trading desks

Strategic benefits for shareholders

Phoenix Digital Assets Secures Over 99% Shareholder Approval for Relocation

Key milestones of the shareholder vote

• Date of resolution: 6 January 2026
• Approval rate: 99.2 % of voting shares in favor
• Agenda items:

1. Legal domiciliation shift from england & Wales to Gibraltar
2. Amendment of the Articles of Association to reflect Gibraltar jurisdiction
3. Appointment of a Gibraltar‑based board liaison

why Gibraltar? A regulatory and tax viewpoint

Factor	Gibraltar advantage	Impact on Phoenix Digital Assets
Financial Services Commission (FSC) licensing	Tier‑1 Digital Asset service Provider (DASP) framework, clear AML/CFT guidelines	Faster licensing, heightened investor confidence
Corporate tax rate	10 % capped effective rate for authorised entities	Improved net profitability and cash‑flow for the firm
EU‑compatible framework	Alignment with MiCA (Markets in Crypto‑Assets) and GDPR	Seamless cross‑border service offering for EU clients
Business‑friendly environment	No withholding tax on dividends, easy repatriation of profits	Greater flexibility for shareholder distributions
Strategic location	Access to both UK and Mediterranean markets	Enhanced market reach for crypto‑asset trading desks

Strategic benefits for shareholders

• Enhanced liquidity: Gibraltar’s reputation as a crypto‑friendly hub attracts institutional investors, potentially boosting share trading volumes.
• Risk mitigation: Robust FCA‑aligned regulations reduce compliance risk, safeguarding shareholder equity.
• Tax efficiency: Lower corporate tax translates into higher dividend payouts and stronger retained earnings.
• Growth potential: Permission to launch new DASP‑licensed products under Gibraltar law expands the firm’s revenue streams.

Practical steps for a smooth transition

1. Regulatory filing – Submit the relocation plan to the UK Companies House and the Gibraltar FSC within 30 days of the vote.
2. Employee relocation – Offer a relocation package that includes:

• Visa assistance for non‑EU staff
• Relocation allowance (up to £5,000 per employee)
• Remote‑work options for roles not requiring physical presence
• Client communication – Dispatch a formal notice to all existing clients outlining:
• Continuity of service guarantees
• Updated terms of service under gibraltar law
• New contact details for compliance queries
• Technology migration – migrate core trading infrastructure to a Gibraltar‑based data center to comply with local data‑residency requirements.
• Board restructuring – Appoint a Gibraltar‑resident director to satisfy the FSC’s “local presence” mandate.

Timeline from approval to operational launch

Phase	Duration	Critical actions
phase 1 – Legal formalities	0‑45 days	File amendment to Articles, obtain FSC provisional license
Phase 2 – Operational set‑up	45‑90 days	Relocate head‑office, migrate IT systems, secure office lease
Phase 3 – Market rollout	90‑120 days	Public announcement, launch new DASP‑approved products, open Gibraltar‑based trading accounts
Phase 4 – Post‑move audit	120‑180 days	Independant compliance audit, shareholder update, performance review

Real‑world example: Similar moves in the fintech sector

• CoinShares Ltd. relocated its European hub to Gibraltar in 2023, citing a 12 % reduction in effective tax rate and faster licensing. Within 18 months, its assets under management (AUM) grew by 27 %.
• eToro UK Ltd. re‑registered as eToro Gibraltar Ltd. in 2024, leveraging the FSC’s DASP licence to launch a compliant crypto‑staking product, which now accounts for 15 % of total revenue.

Potential challenges and mitigation tactics

• Regulatory divergence: Keep a dedicated compliance team to monitor any changes between UK FCA and Gibraltar FSC requirements.
• client perception: deploy a transparent FAQ portal and host webinars to address concerns about jurisdictional shift.
• Talent retention: Implement a “stay‑bonus” programme for key personnel during the first 12 months post‑relocation.

Frequently asked questions (FAQ)

Q: will existing UK clients experience service interruptions?

A: No.All trading platforms will remain operational, with a planned downtime of less than 2 hours for the final data migration, scheduled during low‑traffic periods.

Q: How does the move affect current shareholder voting rights?

A: Shareholder voting rights remain unchanged; the company will adopt Gibraltar’s electronic voting system, which aligns with the UK’s electronic poll standards.

Q: Are there any tax filing changes for UK‑based shareholders?

A: UK shareholders will continue to report dividend income on their UK tax returns. Gibraltar’s 0 % withholding tax on dividends eliminates the need for double‑taxation relief filings.

Q: What new services can investors expect from the Gibraltar base?

A: Anticipated offerings include:

• Licensed crypto‑asset custody under FSC DASP
• Gibraltar‑based stablecoin issuance
• Cross‑border institutional liquidity pools compliant with MiCA

Bottom‑line impact on the company’s valuation

• Projected earnings uplift: 8‑12 % CAGR over the next three years, driven by tax savings and expanded product suite.
• Share price outlook: Analyst consensus targets a 15 % premium post‑relocation, reflecting reduced regulatory risk and higher growth potential.

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All data reflects publicly available data as of 11 January 2026 and the company’s official press release dated 6 January 2026.