ABSTRACT We consider whether the UK government’s levelling-up governance model of Combined Authorities and metro-mayors is the most appropriate solution for beyond the metropolis. We draw on case study research from the Mersey Dee area between North East Wales and North West England. The paper addresses three propositions. First, that the underlying distinction between agglomeration-driven and place-based policy centres on assumptions regarding the homogenous and heterogenous character of place. The paper shows how, in the UK context, the city-region concept has evolved as an agglomeration-driven territorial construct with practical limitations. Proposition two focuses on how a distinctive character of place reflects its particular mix of firms and their resulting combined processes of agglomeration. Proposition three suggests that this mix of firms presents choices for the appropriate design of institutions locally and regionally. Finally, the paper illustrates why the present agglomeration-driven framework is a barrier to enabling levelling-up. Progressing ‘levelling up’ involves recognition that heterogenous local governance contexts are shaped by history, culture, and geography, where the success of place-based policies is not aided by the top-down imposition of governance models.