When the Corporate Home No Longer Fits: Redomiciliation in the UAE

11 November 2026

As businesses evolve, the jurisdiction in which a company was originally established may no longer facilitate its commercial activities, operational requirements or strategic objectives. Redomiciliation, also referred to in the UAE market as corporate migration, continuation or transfer of incorporation, allows a company to move its place of registration from one jurisdiction to another while retaining its legal personality.

Redomiciliation under UAE law

The concept is well established internationally and is already in use across the UAE’s free zones. The DMCC Company Regulations, for example, permit companies incorporated elsewhere to continue in the DMCC Free Zone, and DMCC companies to transfer their registration out. ADGM (Part 7 of the Companies Regulations 2020) and DIFC (Part 13 of DIFC Law No. 5 of 2018) operate similar continuation regimes. In each case, the transfer depends on the laws of both the originating and receiving jurisdictions permitting it.

Federal Decree-Law No. 20 of 2025 has now carried the concept into federal law. By amending Federal Decree-Law No. 32 of 2021 on Commercial Companies (the “Commercial Companies Law”), it introduced Article 15 bis, which addresses the transfer of a company’s registration between competent authorities within the UAE.

Article 15 bis(2) expressly extends the mechanism to transfers between a free zone and a mainland competent authority, in either direction. Companies moving to the mainland must also regularise their status under the Commercial Companies Law and its implementing regulations.

Financial free zones and international transfers

Transfers between the financial free zones (ADGM and DIFC) and the rest of the UAE are subject to separate controls under Article 15 bis(3), to be issued by the Cabinet on the proposal of the Minister and in coordination with the competent authorities and the financial free zone authorities.

Nor does Article 15 bis cover cross-border transfers into or out of the UAE. These remain dependent on the laws of both the originating and receiving jurisdictions, and preliminary confirmation should be obtained from the authorities on both sides before the company commits to a restructuring. A foreign company seeking an onshore presence may, however, be able to get there indirectly: first continuing into a UAE free zone under that free zone’s own regime, and then transferring its registration to the mainland under Article 15 bis, subject in each case to the applicable Cabinet regulations and regulatory approvals.

Legal continuity and regulatory change

The preservation of legal personality is central to the concept of redomiciliation. Rather than establishing a new legal entity and transferring the existing business into it, the company continues to exist under the registration framework of the receiving jurisdiction. This can be commercially significant for companies with established contractual relationships, existing financing arrangements, accumulated assets and liabilities, intellectual property rights and ongoing commercial operations. However, the preservation of legal personality should not be interpreted as meaning that every aspect of the company’s existing legal and regulatory position remains unchanged.

The company becomes subject to a new corporate and regulatory framework, and its constitutional documents, licences, financing documents and commercial contracts should be reviewed for any amendments or third-party consents the change may trigger.

Redomiciliation should therefore be approached as a broader corporate restructuring exercise rather than simply an administrative change to the company’s registration.

Tax considerations

The potential tax consequences should also be considered before a company changes its jurisdiction of registration. A transfer from a free zone to the mainland may affect the company’s status as a Qualifying Free Zone Person (if applicable), while a transfer into a free zone does not of itself confer preferential tax treatment.

Is redomiciliation the right option?

It is prudent to consider the below questions when contemplating redomiciliation:

• what commercial or operational objective is the proposed restructuring intended to achieve?
• what are the employment related implications to redomiciliation, and what are the mechanisms to mitigate risk in this respect?
• does the proposed UAE jurisdiction accommodate the company’s activities, licensing requirements and anticipated growth?
• which existing contractual arrangements, financing documents, regulatory permissions and third-party approvals may be affected?
• would redomiciliation achieve the intended objective more efficiently than establishing a new subsidiary, branch or alternative group structure?

This article was prepared by Mohammed Al Dahbashi and Noora Al Doseri.

Want to know more about redomiciliation, corporate restructuring or business structuring in the UAE? Get in touch with Mohammed Al Dahbashi, Noora Al Doseri or the ADG Legal team.