Topic Summary
1. What Redomiciliation Means
ADGM and DIFC call it "continuation": the incorporation date, registration number and contractual standing all carry over, so shareholders need not be bought out or reissued shares.
2. Preserving Business Continuity
A new entity inherits no history, forcing every contract to be novated with counterparty consent, whereas redomiciliation keeps standing agreements, banking mandates and IP ownership intact.
3. Eligible UAE Jurisdictions
Each has its own continuation framework and preferred company types, and mainland UAE and standard free zones such as Dubai South offer no codified inbound pathway, only new incorporation.
4. Reasons to Redomicile
The 9% corporate tax rate, 0% personal income tax, QFZP 0% qualifying income rate and over 130 double tax treaties make UAE domicile competitive against the US, UK and Australia.
5. Process and Costs
Common-law jurisdictions permit outbound continuation while many civil-law ones do not, and total professional and authority fees typically land between USD 5,000 and USD 20,000.
The UAE now has over 130 double tax treaties in force (Federal Tax Authority, 2025). Corporate tax sits at 9% on income above AED 375,000, with a 0% rate available to qualifying free zone firms (Federal Tax Authority, 2023). The AED has been pegged to the USD since 1997, removing currency risk for dollar-based businesses. Al Maktoum International Airport and Jebel Ali Port together serve 180-plus countries. And the UAE ranked 25th globally in the World Bank's business environment index (World Bank, 2024). Those 5 facts explain why redomiciling a company to the UAE has become a serious option for founders who want lower tax, stronger market reach, and a stable base.
This guide explains what redomiciling a company to the UAE means, who it suits, what UAE law requires, and the exact steps you take to move your company without winding it up.
What Is Redomiciling a Company to the UAE and Why It Matters
Redomiciling a company to the UAE means moving its legal home from one country to the UAE while keeping the same legal entity alive. The company does not close and reopen. It continues with its contracts, assets, and history intact, but it now operates under UAE law.
The Core Definition
Redomiciliation is a legal process, not a liquidation and restart. The company keeps its registration number, contracts, bank history, and liabilities. The home jurisdiction changes. The company itself does not dissolve.
This is a key distinction. Redomiciliation is not the same as setting up a new subsidiary or opening a branch office. Those create fresh structures. Redomiciliation moves the existing one.
UAE law permits this under Federal Decree-Law No. 32 of 2021 on Commercial Companies. Most free zones also have their own redomiciliation rules that run alongside the federal law.
A UK-registered holding company that wants UAE tax residency can redomicile to a UAE free zone without ending its UK entity and losing its trading history. The same company, same directors, same contracts, just a new legal home.
How It Differs From a New Setup
People sometimes ask whether they should redomicile or just set up a company in the UAE from scratch. Here is the practical difference:
A new setup creates a fresh legal entity with no history.
Redomiciliation transfers an existing entity, so contracts and IP ownership follow automatically.
Shareholders do not need to sell and rebuy their stakes.
Lenders and counterparties deal with the same legal party throughout.
A Singapore fintech with 5 years of audited accounts that redomiciles to Dubai South Business Hub free zone keeps its investor cap table and loan agreements in place. No new share issuance. No assignment of contracts. The entity simply has a new legal address.
What UAE Law Says About Redomiciling a Company
UAE Federal Decree-Law No. 32 of 2021 sets the federal rules for redomiciliation. A company must show it is in good standing in its home country, get approval from the relevant UAE authority, and prove that its home jurisdiction allows the transfer. Free zones add their own conditions on top.
Federal Law Requirements
For mainland redomiciliation, Federal Decree-Law No. 32 of 2021 on Commercial Companies is the governing text. The key conditions are:
The company must be solvent and free of any winding-up proceedings.
The home country must permit the company to leave without dissolving.
The Ministry of Economy must approve the transfer for mainland companies.
The company must not have active court orders or liens against it.
Free Zone Rules
Each free zone has its own redomiciliation framework under its founding legislation. The process runs alongside the federal law, not instead of it. In practice, free zone rules add a few extra steps:
The free zone authority issues a certificate of continuation in place of a new incorporation certificate.
The company must submit its original certificate of incorporation and constitutional documents.
Some free zones require a legal opinion from the home jurisdiction confirming the exit is lawful.
Documents typically need to be apostilled or notarised before submission.
What the Home Country Must Allow
This is the step many founders skip, and it causes the most delays. The origin country must permit outbound redomiciliation in its own company law. Without that permission, the process cannot start.
Common jurisdictions that allow outbound redomiciliation include the British Virgin Islands (BVI), Cayman Islands, and several EU states. A BVI holding company can redomicile to a UAE free zone because BVI law explicitly permits outbound continuation.
Delaware is a different story. A Delaware LLC cannot redomicile to a foreign jurisdiction under US state law. Its owners typically set up a new UAE company and transfer assets instead. Worth checking your home jurisdiction before you plan anything else.
Key Reasons to Redomicile Your Company to the UAE
The top reasons to redomicile a company to the UAE are: access to a 9% corporate tax rate with free zone exemptions for qualifying firms, 0% personal income tax, a strong treaty network, proximity to Gulf and African markets, a stable currency pegged to the US dollar, and world-class logistics infrastructure.
Tax and Treaty Advantages
9% corporate tax rate. The UAE charges 9% on taxable income above AED 375,000 (Federal Tax Authority, 2023). Below that threshold, the rate is 0%.
0% rate for qualifying free zone firms. Qualifying Free Zone Persons can access a 0% corporate tax rate. The Federal Tax Authority sets specific conditions around qualifying income and economic substance. Check those conditions carefully before you plan around this rate.
130-plus double tax treaties. The UAE's treaty network covers over 130 countries, cutting withholding tax on dividends and royalties paid abroad (Federal Tax Authority, 2025).
No personal income tax. Founders and employees pay no tax on salaries or personal income. That applies to everyone, not just UAE nationals.
No capital gains tax on most asset classes. Gains on shares, property held outside the UAE, and most financial instruments are not taxed at the personal level.
To see which business activities in Dubai qualify for the free zone rate, the Federal Tax Authority's qualifying income guidance is the definitive source.
Market Access and Stability
Dubai sits at the centre of a market spanning the Gulf, South Asia, and East Africa, covering around 2 billion people.
The AED is pegged to the USD, removing currency risk for dollar-based businesses.
Al Maktoum International Airport and Jebel Ali Port give direct freight links to 180-plus countries.
The UAE ranked 25th globally for ease of doing business (World Bank, 2024).
Free Zone vs Mainland: Where to Redomicile
Most companies redomiciling to the UAE choose a free zone because it offers 100% foreign ownership, faster processing, and potential access to a 0% corporate tax rate for qualifying firms. Mainland is better if you need to trade directly with UAE consumers or win UAE government contracts.
Why Most Firms Choose a Free Zone
100% foreign ownership without a local partner.
Potential 0% corporate tax for Qualifying Free Zone Persons, subject to Federal Tax Authority conditions.
Faster redomiciliation process, free zone authorities have dedicated teams and clear checklists.
Simpler UAE residency visa packages tied directly to the company license.
Dubai South Business Hub free zone suits logistics, aviation, trading, and services firms particularly well.
A European logistics firm redomiciling to Dubai South Business Hub free zone can link directly to Al Maktoum International Airport and Jebel Ali Port from day one. That physical proximity to two of the world's busiest freight hubs is a real operational advantage, not just a marketing line.
When Mainland Makes More Sense
You want to sell directly to UAE-based retail or B2B customers without a local distributor.
Your activity requires a UAE government contract or a federal license.
You plan to open multiple branches across the UAE.
Some regulated activities, healthcare, education, real estate, are only available on mainland.
Free Zone vs Mainland Redomiciliation at a Glance
Feature | Free Zone (e.g. Dubai South Business Hub) | Mainland (Ministry of Economy) |
|---|---|---|
Foreign ownership | 100% foreign ownership, no local partner required | 100% foreign ownership permitted in most sectors since 2021 reforms; some activities still require a local service agent |
Corporate tax rate | 0% for Qualifying Free Zone Persons (FTA conditions apply); 9% on non-qualifying income | 9% on taxable income above AED 375,000; 0% below that threshold |
UAE market access | Primarily international clients; UAE sales via a local distributor or mainland branch | Direct access to UAE consumers and businesses; eligible for government tenders |
Processing speed | Typically faster, dedicated redomiciliation teams; 4 to 8 weeks once documents are complete | Longer, Ministry of Economy review adds time; allow 8 to 12 weeks |
Regulatory body | The relevant free zone authority (e.g. Dubai South Business Hub authority) | Ministry of Economy, with Dubai DET involvement for Dubai-based activities |
Best suited for | International holding companies, logistics operators, trading firms, services businesses | Firms selling directly to UAE consumers, regulated activities, government contractors |
Use the business setup cost calculator to get a fee estimate based on your activity type and visa requirements before you commit to a jurisdiction.
Step-by-Step Guide to Redomiciling a Company to the UAE
To redomicile a company to the UAE, you confirm your home country allows the exit, appoint a UAE legal adviser, choose your UAE jurisdiction, submit your documents to the relevant authority, get a certificate of continuation, update your contracts and bank accounts, and deregister from the original country.
Step 1: Confirm Exit Is Lawful
Do not skip this. Many founders discover their home jurisdiction does not permit outbound redomiciliation only after they have started the UAE application.
Step 1a, get a legal opinion: A lawyer in your home country must confirm outbound redomiciliation is permitted under local law.
Step 1b, check your articles of association: Some company constitutions restrict a change of domicile. Read yours before you proceed.
Step 1c, pass a shareholder resolution: Most jurisdictions require a formal shareholder vote approving the move. Get this documented properly.
Step 1d, confirm the company is clean: No court orders, active liens, or winding-up petitions. The UAE authority will ask for confirmation.
Step 2: Prepare Your Documents
Free zone authorities are specific about what they need, and documents that are too old get rejected. Build this checklist before you start the clock:
Certificate of incorporation from the home country, apostilled or notarised.
Memorandum and articles of association, current version.
Good standing certificate issued within the last 3 months.
Register of shareholders and directors.
Audited financial statements for the last 2 years, some free zones require these, others do not.
Step 3: Apply and Get Your Certificate
Submit your application to the chosen free zone authority, or to the Ministry of Economy for a mainland transfer. The authority reviews the file and, if satisfied, issues a certificate of continuation. This replaces your original incorporation certificate. The company number may change depending on the free zone's own registry.
Pay the redomiciliation fee at the time of submission, amounts vary by free zone and company type.
Free zone review typically takes 1 to 3 weeks once the file is complete.
After the certificate is issued, notify your bank, all counterparties, and the tax authority in your home country.
The total process from submission to certificate is typically 4 to 8 weeks for free zone applications.
Is redomiciliation the same as a company migration?
Yes, in most legal systems the terms are used interchangeably. Both describe moving a company's legal home from one country to another without dissolving it. The company keeps its legal personality, its contracts, and its history. The UAE uses the term "continuation" in its free zone frameworks, which is the same concept.
Tax and Compliance Points After You Redomicile
After redomiciling a company to the UAE, you must register for corporate tax with the Federal Tax Authority, open a UAE bank account, keep books for at least 7 years, and check whether VAT registration applies. You must also handle tax exit obligations in the country you left.
UAE Corporate Tax Registration
Every UAE company must register for corporate tax with the Federal Tax Authority, whatever its turnover. There is no de minimis exemption from the registration requirement itself.
Free zone companies can apply for Qualifying Free Zone Person status to access the 0% rate. The FTA sets specific conditions, the company must earn qualifying income and meet economic substance rules in the UAE. Missing the registration deadline brings financial penalties, so act promptly after your certificate of continuation is issued.
The standard rate is 9% on taxable income above AED 375,000. Below that threshold, the rate is 0% for all UAE companies, not just free zone ones (Federal Tax Authority, 2023).
For banking and taxation services that cover both account opening and FTA registration, Dubai South Business Hub's business support team can guide you through both at the same time.
VAT and Record Keeping
Register for VAT if taxable turnover exceeds AED 375,000 per year. Voluntary registration is available below that threshold.
Keep all financial records for 7 years. The FTA can request them at any point during that period.
Check whether your home country treats the redomiciliation as a taxable exit event. Many do.
Some countries charge an exit tax on unrealised gains when a company leaves their tax net. The UK, for example, has specific rules around corporate emigration. Get advice in the home country before you complete the transfer.
Common Mistakes When Redomiciling a Company to the UAE
The most common mistakes when redomiciling a company to the UAE are choosing a jurisdiction whose law does not allow outbound transfers, failing to pass a valid shareholder resolution, missing the home country's exit tax filing, and not updating contracts and bank mandates after the certificate of continuation is issued.
Legal and Structural Errors
Picking a home jurisdiction that does not permit outbound redomiciliation. Get the legal opinion first, before anything else.
Not passing a shareholder resolution before submitting the UAE application. The free zone authority will ask for it.
Submitting documents that are too old. Most authorities require good standing certificates issued within the last 3 months. A certificate from 6 months ago will be rejected.
Forgetting to update the company's constitutional documents to reflect UAE law and the new registered address.
Post-Move Admin Gaps
One common error: a founder gets the UAE certificate of continuation but forgets to tell the company's UK bank. The bank flags the account as belonging to a non-existent UK entity and restricts access for weeks. That kind of delay can freeze payroll and supplier payments at the worst possible time.
Not telling your bank about the new domicile, accounts can be frozen or flagged for review.
Missing the home country's exit tax filing deadline, penalties can be significant.
Failing to deregister from the original jurisdiction, leaving the company technically alive in two places and creating a double-filing obligation.
Not updating contracts, IP assignments, and loan agreements to show the new UAE address and governing law.
The business support services at Dubai South Business Hub include post-setup document management, which covers exactly these post-move tasks.
Can a company be registered in two countries at once during redomiciliation?
Yes, briefly. Between the UAE certificate of continuation being issued and the home country deregistration being completed, the company can technically appear on two registers. This is normal and expected. The key is to complete the home country deregistration promptly, most jurisdictions allow 30 to 90 days. Leaving it longer creates compliance obligations in both places.
Costs and Timelines for Redomiciling a Company to the UAE
The cost of redomiciling a company to the UAE varies by free zone and company type. Free zone authority fees typically start from AED 10,000 to AED 25,000 for the redomiciliation itself, plus legal fees in the home country. The process takes 4 to 12 weeks depending on how quickly documents are ready.
What You Pay
These are indicative figures. Always verify current fees directly with the free zone authority before you budget.
Free zone redomiciliation authority fee: typically AED 10,000 to AED 25,000, depending on the zone and company type.
Legal opinion from a home country lawyer: USD 1,500 to USD 5,000, depending on jurisdiction complexity.
Document apostille and notarisation: varies by country, typically USD 200 to USD 800 per document set.
Ongoing annual license fee once registered: depends on your activity type and the package you choose.
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Frequently Asked Questions
