Redomiciliation in/to the U.A.E.

Redomiciliation in general

Redomiciliation is the process of transferring a company as a legal entity from one jurisdiction to another jurisdiction. Corporate governance structures, assets, and liabilities remain with the same company. As a result, the company is removed from registry in one country, and the same company becomes registered in another country. Such a company is not dissolved in the initial jurisdiction. It simply migrates from it and continues in the new jurisdiction.

Redomiciliation is a lengthy and formal process. It is also quite rare, because in most cases it is easier and cheaper to incorporate a new company, transfer business to it, and then dissolve the old company. Based on our firm's experience, there are the following examples when doing redomiciliation was reasonable and necessary:

1. Public company whose shares are listed on a prominent exchange: it is more efficient to use redomiciliation rather than attempt to obtain shareholder consent for delisting the company’s shares from the exchange, setting up a new company and doing another IPO;
2. Shipping company that owns multiple vessels secured in favour of banks under loan facility agreements, as well as has long term insurance contracts, and a lot of logistics contracts: banks may not consent to transferring security over the vessels to a new borrower, as well as insurers and clients of the shipping company may be unwilling to re-sign contracts. Redomiciliation allows such a shipping company to migrate to another jurisdiction with more comfort for its external stakeholders.

Before deciding on redomiciliation, you should check whether laws of your company’s current jurisdiction allow redomiciliation outward, as well as review regulations of the new jurisdiction.

Redomiciliation in/to the U.A.E. 

Background

There is no single source of corporate law in the U.A.E. In addition to the law governing the U.A.E. mainland there are more than 40 free zones, and each of them typically has its own internal regulations applicable to companies incorporated within them. Additionally, there are two financial free zones governed by common law: Dubai International Financial Centre (DIFC) and Abu Dhabi Global Market (ADGM). These free zones operate under common law and have their own extensive corporate regulations. 

This means that companies not only redomicile to the U.A.E., but there is “corporate migration” within the U.A.E. between mainland and free zones, and from one free zone to another. 

Regulations in the U.A.E. mainland and various free zones have different rules related to redomiciliation. Therefore, it is crucial to be aware of these rules if you intend to redomicile your company to or within the U.A.E.

Mainland

U.A.E. law permits redomiciliation to Dubai mainland. However, corporate migration from Dubai mainland is generally not regulated. 

DIFC

Companies DIFC Law No. 5 of 2018 regulates cases of domiciliation (a) from overseas to the DIFC; and (b) from the DIFC to outside of the U.A.E. This act does not contain rules on corporate migration to or out of the DIFC for companies from other U.A.E. free zones or the U.A.E. mainland. In addition, if a foreign company that intends to redomicile to the DIFC carries on financial activities or specific professional activities (law firms, audit companies etc.), redomiciliation to or out of the DIFC will also be subject to rules and consent of the financial regulator, the Dubai Financial Services Authority (DFSA).

ADGM

Companies Regulations 2020 permit redomiciliation to the ADGM for “a body corporate which is incorporated outside the Abu Dhabi Global Market”. In our opinion, it may mean that the ADGM registrar could consider application for corporate migration not only from foreign companies, but also from companies incorporated in the U.A.E. free zones or mainland. On the other hand, ADGM companies are only permitted to redomicile to another jurisdiction “overseas”, i.e. outside of the U.A.E. It is advisable to liaise with the ADGM to clarify their position on redomiciliation to the other the U.A.E. free zones or mainland.

DMCC

The newly amended DMCCA Company Regulations 2024 permit “non-DMCC entities” to redomicile to the DMCC. “Non-DMCC entities” mean any legal entities established outside the DMCC. It means that it can be mainland companies or legal entities from other U.A.E. free zones or overseas companies. DMCCA Company Regulations 2024 also permit DMCC companies to redomicile anywhere outside the DMCC, including to foreign jurisdictions or mainland or other U.A.E. free zones.

IFZA, Dubai Silicon Oasis

The Dubai Integrated Economic Zones Authority Implementing Regulations 2023 permit “Foreign Companies” to redomicile to the IFZA. “Foreign Company” is defined a company incorporated in a jurisdiction other than the IFZA. In our opinion, it may not include U.A.E. mainland or free zone companies because this term includes the word “foreign”. The applicable regulations also allow IFZA companies to redomicile outside the IFZA and become “Foreign Companies”. In our opinion, it means that IFZA companies may only be able to redomicile outside the U.A.E. It is worth discussing with the IFZA and to clarify whether their regulation is relevant for companies from the other U.A.E. free zones or mainland.

Meydan Free Zone

The Meydan Free Zone accepts redomiciliation requests to the Meydan Free Zone from anywhere outside it. On the other hand, the Meydan Free Zone Companies and Licensing Regulations 2022 do not regulate migration of companies from the Meydan Free Zone to another jurisdiction.

JAFZA

The JAFZA Companies Implementing Regulations 2016 provide rules for redomiciliation process to the JAFZA from jurisdictions other than JAFZA. On one hand, the regulations refer to “foreign companies” and do not have provisions for redomiciliation from the JAFZA.
On the other hand, the JAFZA Rules 9th Edition 2023 lists services such as “Re-domicile Certificate “for Transfer of a company based in another Free Zone in Dubai to the Free Zone, or from the Free Zone to another Free Zone in Dubai”. It probably means that the JAFZA occasionally permits redomiciliation from other free zones and Dubai mainland to the JAFZA, as well as redomiciliation from the JAFZA to the other U.A.E. free zones or Dubai mainland.

DWTC

DWTC Free Zone Rules and Regulations only cover the migrating from foreign jurisdiction and another Dubai Free Zone without mentioning the process for U.A.E. mainland companies and free zone based ones besides Dubai Free Zone. Regarding the redomiciliation from DWTC, it only concerns migration to Dubai Free Zone, but not to foreign jurisdiction or another free zone in U.A.E. 

Should you have any questions, please feel free to contact CHENINS via www.chenins.ae.

This article is based on laws and regulations existing on 25 February 2025. It is intended for general informational purposes only and does not constitute legal advice or create client relationships.