How to Redomicile a Company to the UAE (ADGM, DIFC, RAK ICC): Step‑by‑step

Introduction Who This Guide Is For

If you are a founder, CFO, general counsel, or trustee of an SPV or fund exploring how to redomicile a company to the UAE, this guide provides the procedural, documentary, and tax information you need. Redomiciliation also called “continuation” allows a foreign‑incorporated entity to transfer its domicile into a UAE free zone while preserving its legal personality, corporate history, and existing contractual relationships.

The opportunity has become significantly more attractive since the enactment of Federal Decree‑Law No. 20 of 2025, which amended the UAE Commercial Companies Law, and ongoing updates to the corporate tax and free‑zone qualifying rules administered by the Federal Tax Authority. Three free‑zone jurisdictions the Abu Dhabi Global Market (ADGM), the Dubai International Financial Centre (DIFC), and the Ras Al Khaimah International Corporate Centre (RAK ICC) each offer a formal continuation route with distinct advantages. This guide walks through every stage of the process, from eligibility and documents to tax outcomes and post‑continuation compliance.

Legal Basis for Redomiciliation and High‑Level Outcomes

The Legislative Framework

Company continuation into the UAE is underpinned by the Federal Decree‑Law No. 32 of 2021 (the Commercial Companies Law) as substantially amended by Federal Decree‑Law No. 20 of 2025. The 2025 amendments modernised the legislative framework for corporate migration, providing clearer statutory mechanics for both inbound and outbound continuation. Each free zone ADGM, DIFC, and RAK ICC supplements the federal framework with its own companies regulations and registrar guidance governing the procedural requirements for accepting a foreign entity onto its register.

What Happens Upon Successful Continuation

When a company successfully redomiciles to a UAE free zone, three high‑level consequences follow:

• Legal personality is preserved: The company retains its original date of incorporation and its existing rights, obligations, and liabilities. It does not dissolve and reconstitute it continues as the same legal entity under a new governing law.
• Change of governing law: The company becomes subject to the receiving free zone’s corporate regime (for example, ADGM’s Companies Regulations or DIFC’s Companies Law). Constitutional documents must be adopted in the form prescribed by the receiving registry.
• Tax registration obligations arise: A continued entity is generally treated as a UAE resident person for corporate tax purposes. It must register with the Federal Tax Authority (FTA) and determine whether it qualifies as a Qualifying Free Zone Person eligible for the 0 % corporate tax rate on qualifying income.

Limitations and Transitional Matters

Continuation does not automatically resolve every cross‑border issue. Pending litigation in the home jurisdiction, securities regulations, and creditor claims may remain governed by the original law unless properly addressed through court orders, creditor notices, or contractual novation. Pre‑continuation due diligence should identify these matters and allocate responsibility for resolving them before the application is filed.

Eligibility Checklist By Home Jurisdiction

Not every company can redomicile, and the requirements to “continue out” vary depending on where the entity is currently incorporated. Below is a practical checklist for the most common source jurisdictions used by companies that redomicile to the UAE.

• BVI (British Virgin Islands): Continuation out is generally permitted under the BVI Business Companies Act. The company must complete home‑registrar exit procedures, obtain insolvency clearance, and commission a legal opinion from BVI counsel confirming the company’s power to continue under another jurisdiction’s laws.
• Cayman Islands: Permitted for most company types, including exempted companies (subject to special filing rules). A statutory continuity opinion and filings with the Cayman Registrar of Companies are required. Certain regulated entities may need Cayman Islands Monetary Authority clearance.
• United Kingdom (England & Wales): Continuation out is more complex. There is no single statutory “continuation” procedure equivalent to offshore jurisdictions. Companies may need court or registrar approval, and secured lenders and regulatory bodies must be consulted. Lock‑up provisions and security consents should be confirmed early.
• Other civil‑law jurisdictions (including DIFC‑to‑mainland transfers): May require notarised translations, apostilled documents, and additional regulatory clearances depending on the entity type and sector.

Red flags that require pre‑checks and local counsel sign‑off: creditor objections, regulatory or sectoral licences, listed or publicly traded status, ongoing insolvency proceedings or active litigation.

How to Redomicile a Company to a UAE Free Zone Step‑by‑Step Process

The following common pre‑steps apply regardless of which free zone you choose as the receiving jurisdiction. Zone‑specific procedures are set out in the sections that follow.

1. Internal approvals: Obtain board resolutions and, where constitutionally required, special shareholder resolutions authorising the continuation and adoption of new constitutional documents.
2. Home‑jurisdiction legal opinion: Instruct counsel in the home jurisdiction to prepare a legal opinion confirming that the company has the legal power to continue out and the effect of doing so on corporate status.
3. Home‑registrar exit evidence: Obtain the required exit documentation this may be a continuation certificate, a strike‑off notice, or certified board minutes depending on the jurisdiction.
4. KYC and AML documents: Assemble complete know‑your‑customer documentation for all ultimate beneficial owners (UBOs) and directors.
5. New constitutional documents: Prepare articles of association or regulations consistent with the receiving free zone’s model form (ADGM Regulations, DIFC Articles, or RAK ICC constitutional documents).
6. Submit continuation application: File the application with the receiving free‑zone registrar, together with the supporting document pack and applicable licence application.
7. Post‑continuation filings: Notify creditors, update commercial contracts, transfer security registers, and complete VAT and corporate tax registration with the FTA.

Redomicile to ADGM Step‑by‑Step

The ADGM Registration Authority (RA) continuation checklist governs the procedural requirements for inbound continuation under the ADGM Companies Regulations.

Step 1 Confirm admissibility. Verify that the entity type is eligible for continuation into ADGM. Most company types are accepted, but certain regulated financial entities require prior approval from the Financial Services Regulatory Authority (FSRA). Confirm the treatment of existing share classes and charges.

Step 2 Assemble and submit the legal opinion pack. Obtain the home‑jurisdiction legal opinion, the special shareholders’ resolution adopting ADGM regulations, and updated articles of association consistent with the ADGM model. Prepare a directors’ declaration of solvency and a register of charges (if applicable).

Step 3 File the continuance application. Submit the application to the ADGM RA, together with the full document pack and the applicable continuation filing fee. Include creditor and charge‑holder notifications where required. The RA may request clarifications or supplementary information before progressing the application.

Step 4 Certificate of Continuation issued. On approval, ADGM issues a Certificate of Continuation and assigns a new ADGM registration number. The company retains its original incorporation date under the statutory continuity mechanics. From this point, it is governed by ADGM law and subject to ADGM regulatory oversight.

Step 5 Post‑continuation administration. Appoint an ADGM‑compliant company secretary, update the share register and register of charges, file annual returns, and update bank mandates and signatory arrangements.

ADGM practical notes: The RA provides guidance on the continuity of charges and security interests registered prior to continuation. ADGM has also announced incentive programmes that may reduce registration and continuation fees for qualifying businesses check the RA fee schedule at the time of application.

Redomicile to DIFC Step‑by‑Step

The DIFC Registrar of Companies maintains handbooks and fee schedules that set out the continuation process under the DIFC Companies Law.

Step 1 Confirm entity type and prior restrictions. DIFC accepts continuation of SPVs and commercial companies, but certain entity types particularly public companies and those holding regulated financial services licences are subject to additional requirements and sectoral restrictions. Confirm eligibility early.

Step 2 Assemble the document pack. This includes the home‑jurisdiction legal opinion, evidence of transfer or discharge of charges, board and shareholder resolutions adopting DIFC law and the new constitutional documents, and full KYC for directors and UBOs.

Step 3 File with the DIFC Registrar. Submit the continuance application to the Registrar of Companies and pay the applicable fees. The Registrar will review the application and issue a certificate of continuation upon satisfaction of all requirements. For companies requiring a DIFC licence (financial services, fintech, or other regulated activities), an additional licensing process with the Dubai Financial Services Authority (DFSA) may run in parallel.

Step 4 Continuation certificate and licence issuance. DIFC issues the continuation certificate, and the company is entered on the DIFC public register. If a sectoral licence is required, the DFSA licensing process will add to the overall timeline. Non‑regulated commercial companies can typically complete the process more quickly.

DIFC practical notes: The DIFC Registrar of Security manages the registration and transitional treatment of security interests. Companies with existing charges should consult the Registrar’s guidance on transitional provisions to ensure continuity of security.

Redomicile to RAK ICC Step‑by‑Step

The RAK ICC Companies and Foundations Regulations provide for inbound continuation of qualifying entity types.

Step 1 Pre‑check entity admissibility. Confirm whether RAK ICC accepts inbound redomiciliation for the relevant entity class. RAK ICC handles both companies and foundations, but the applicable regulations and documentary requirements differ. Foundations, for example, must comply with the RAK ICC Foundations Regulations 2019.

Step 2 Home‑jurisdiction exit evidence and legal opinion. As with other free zones, obtain the legal opinion from home counsel and secure exit evidence from the home registrar. Prepare RAK ICC‑compliant constitutional documents (articles of association or foundation charter, as appropriate).

Step 3 Submit the continuance application. File the application with the RAK ICC registry, pay the applicable fees, and appoint a RAK ICC registered agent and registered office. The registry will review the application and may request additional documentation or clarifications.

Step 4 Post‑continuation formalities. Update the register of members, notify counterparties, update bank mandates, and ensure ongoing compliance with RAK ICC annual filing and reporting requirements.

RAK ICC practical notes: RAK ICC offers a streamlined process with competitive fee structures. Translation and notarisation requirements should be confirmed with the registry, as certain jurisdictions may require additional legalisation steps beyond a standard apostille.

Free‑Zone Comparison Table: Redomiciliation to ADGM, DIFC and RAK ICC

For a deeper analysis of how these free zones compare across licensing, governance, and operational factors, see our guide to comparing UAE free zones for redomiciliation (compare UAE free zones).

Redomiciliation Documents Checklist and Notarisation Requirements

The following master checklist covers the documents typically required across all three free zones. Zone‑specific variations are noted where applicable. A downloadable PDF version “Redomiciliation to UAE Documents & Timeline Checklist” is available for download and offline reference.

Master Document List

• Certificate of incorporation and corporate extracts: Certified copy, dated within three months of the application.
• Constitutional documents: Certified memorandum and articles of association (or equivalent by‑laws) from the home jurisdiction.
• Board resolution: Authorising continuation and adoption of new constitutional documents in the receiving free zone’s prescribed form.
• Special shareholder resolution: If required by the company’s constitution or home‑jurisdiction law.
• Home‑jurisdiction legal opinion: Confirming the company’s power to continue out and the effect on legal personality.
• Exit evidence from home registrar: Confirmation of deregistration, continuation certificate, or equivalent documentation.
• Register of members and share certificates: Current shareholder register and copies of share certificates.
• Register of directors: Names, nationalities, and identification details of all directors.
• Beneficial ownership statements: UBO declarations as required by the receiving free zone.
• KYC for directors and UBOs: Passport copies, proof of address (dated within three months), and company UBO declarations.
• Register of charges and secured‑party consents: If any security interests are registered against the company, provide the charge register and written consents from secured parties.

Notarisation, Apostille, and Translation Requirements

Documents executed in the home jurisdiction typically require notarisation followed by legalisation via apostille (for Hague Convention countries) or embassy attestation (for non‑Hague countries). Most UAE free zones ADGM, DIFC, and RAK ICC accept English‑language documents without Arabic translation for the continuation application itself. However, certain filings with mainland authorities (including FTA tax registration) may require official Arabic translations. The apostille and legalisation process can add two to four weeks to the overall timeline, so this should be factored into project planning from the outset.

Timeline, Typical Fees, and Common Roadblocks

Typical Timeline

• Home‑jurisdiction exit clearances and legal opinion: 2–6 weeks, depending on registrar response times and the complexity of exit filings.
• Free‑zone application review and continuation: 2–8 weeks. ADGM and RAK ICC tend to process complete applications within 2–6 weeks; DIFC may take longer where sectoral licensing is involved.
• Bank and operational onboarding post‑continuation: 2–6 weeks for bank account opening, signatory updates, and operational go‑live.

Indicative Fee Ranges

• Home‑jurisdiction legal opinion and local counsel: USD 2,000–10,000+, depending on jurisdiction complexity.
• Free‑zone continuation filing and licence: USD 1,000–10,000+, varying by free zone, entity type, and licence class.
• Notarisation, apostille, and translation: USD 200–2,000.
• Regulatory or sectoral licence fees: May be materially higher for financial services entities. Check the ADGM RA and DIFC fee schedules at the time of application.

Common Roadblocks and Mitigations

• Creditor objections or pending litigation: Mitigate by issuing formal creditor notices, establishing escrow arrangements, and obtaining court approvals where necessary.
• Security or charge defects: Mitigate by obtaining written creditor consents in advance and registering transfers of security under the receiving free zone’s rules.
• Incomplete KYC or AML concerns: Mitigate by pre‑collecting comprehensive UBO and due diligence documents well before the application is filed.

Tax Outcomes and Residency Considerations When You Redomicile a Company to the UAE

Corporate Tax Registration After Continuation

A company that continues into a UAE free zone is generally treated as a UAE resident person for corporate tax (CT) purposes and must register with the FTA. Whether the entity qualifies for the 0 % CT rate on qualifying income depends on whether it meets the conditions for a Qualifying Free Zone Person (QFZP) including adequate substance, qualifying revenue thresholds, and compliance with transfer pricing rules.

Is Redomiciliation Tax Neutral?

Not automatically. The tax consequences of redomiciliation depend on several variables:

• Exit tax in the home jurisdiction: Some jurisdictions impose a deemed disposal or exit charge when a company migrates out. A BVI holding company, for example, typically faces no exit tax, but a UK company may trigger stamp duty, deemed disposal, or capital gains charges on migration.
• Timing relative to tax periods: The company’s first UAE tax period and any transitional reliefs must be carefully planned.
• UAE QFZP qualification: The 0 % rate is conditional; non‑qualifying income is taxed at the standard 9 % rate.
• Bilateral tax treaties: Treaty benefits and withholding tax positions may change upon redomiciliation advance clearance is advisable.

Example 1 BVI holding company: A BVI holding entity with no exit tax obligation in the BVI continues into ADGM and meets the QFZP conditions. The practical effect is a low‑friction migration with access to the 0 % qualifying income rate, provided substance requirements are maintained.

Example 2 UK company: A UK‑incorporated trading company may face deemed disposal and exit charges under UK tax law. Pre‑move tax clearance from HMRC and a UAE tax counsel opinion are strongly recommended before initiating the continuation process.

Substance and Transfer Pricing

To maintain QFZP status, the continued entity must demonstrate adequate economic substance in the UAE including core income‑generating activities, qualified employees, and adequate operating expenditure within the free zone. Industry observers expect OECD BEPS and economic substance considerations to remain a key focus area as the Ministry of Finance continues to align the UAE framework with international standards. For a detailed analysis of QFZP rules, see our guide to UAE corporate tax for free‑zone entities (UAE corporate tax free zones).

Practical Risks and Mitigations

• Creditor claims and avoidance actions: File creditor notices, use escrow arrangements, and where necessary, obtain court orders in the home jurisdiction before proceeding.
• IP assignments and jurisdiction‑linked contracts: Contracts referencing the prior governing law should be reviewed, with novation or formal legal notices issued to counterparties as appropriate.
• Banking and payment rails: Prepare updated W‑8/W‑9 forms, UAE tax residency certificates, and bank readiness letters to facilitate account migration and correspondent banking transitions.
• Employee contracts and director immigration: Review employment agreements for jurisdiction‑specific terms, update work permits and residency visas, and secure new tax residency certificates where directors relocate.

Clear Next Steps

To begin the process of redomiciling your company to a UAE free zone, follow this four‑step sequence:

1. Run an eligibility check with home‑jurisdiction counsel to confirm your company’s power to continue out and identify any regulatory, creditor, or contractual constraints.
2. Commission the legal opinion from qualified counsel in the home jurisdiction this is a gating document for every free‑zone application.
3. Assemble KYC and supporting documents using the master checklist above, allowing time for notarisation, apostille, and any required translations.
4. Instruct advisers for the free‑zone application to review the document pack, prepare the new constitutional documents, and manage the filing with the receiving registrar.

A downloadable PDF Redomiciliation to UAE Documents & Timeline Checklist is available for offline reference and internal circulation among your advisory team. The one‑page summary and full pack cover every document, timeline, and responsibility assignment needed to manage the continuation process from start to finish.

Sources

• Ministry of Economy & Tourism Federal Decree‑Law No. 20 of 2025 (amendments to the Commercial Companies Law)
• UAE Legislation Portal Federal Decree‑Law No. 32 of 2021 (Commercial Companies Law)
• ADGM Registration Authority Continuation Checklist and Guidance
• ADGM Business Incentive Announcements
• DIFC Handbooks and Fee Schedules
• DIFC Registrar of Security
• RAK ICC Foundations Regulations 2019
• Federal Tax Authority Corporate Tax General Guide
• Ministry of Finance UAE Corporate Tax Policy Announcement