Re-domiciling to a UAE Free Zone as a Foreign Company
In an era of evolving regulatory landscapes, heightened transparency requirements, and increasing pressure for economic substance, companies incorporated in traditional offshore jurisdictions are seeking safer harbours such as jurisdictions that offer commercial flexibility, legal predictability, and reputational strength. Re-domiciliation to the United Arab Emirates (UAE) is rapidly becoming a strategic move for international entities looking to retain legal continuity while unlocking new advantages.
Understanding Re-domiciliation
Re-domiciliation, often referred to as continuation, is the legal process by which a company shifts its corporate domicile from one jurisdiction to another. The company retains its legal identity, history, and obligations unlike liquidation and reincorporation.
Critically, not all jurisdictions allow re-domiciliation. However, both the UAE and an increasing number of common law and offshore jurisdictions (such as the British Virgin Islands, Bermuda, and others) have enacted legislation to facilitate this process, especially for companies seeking long-term economic substance.
Why choose the UAE?
The UAE has matured into a globally competitive jurisdiction, combining low taxes with advanced regulatory infrastructure. There are several compelling reasons companies are choosing the UAE:
Regulatory Credibility
With entities such as Dubai International Financial Centre (DIFC) or Abu Dhabi Global Market (ADGM), the UAE offers internationally aligned legal frameworks under English common law.
Economic Substance & Compliance
UAE free zones are fully compliant with OECD standards and EU white-listing requirements.
Strategic Location
The UAE is a commercial gateway between East and West, providing logistical, financial, and reputational advantages.
Tax Efficiency
The UAE has a low corporate tax rate (9%), no personal income tax, with an extensive network of Double Taxation Avoidance Agreements (DTAAs).
Legal Continuity
Re-domiciliation to the UAE, ensures legal continuity while enhancing global recognition of the company’s jurisdictional base.
Key Steps to Re-Domicile into a UAE Free Zone
Although procedures vary depending on the originating jurisdiction and selected UAE free zone, the process generally follows:
- Exit from the home jurisdiction
- Admission into the UAE
Phase One
To begin the process, the company must obtain necessary approvals and demonstrate that it is in good standing and solvent. Standard documentation requirements include:
- Board and shareholder resolutions approving re-domiciliation.
- A certificate of good standing and recent audited financial statements.
- Amendments to constitutional documents (if required).
- A solvency declaration signed by directors.
- Evidence of preliminary approval from a UAE free zone.
- An official application for discontinuance submitted to the relevant company registry.
- Creditor consent may also be required.
The home jurisdiction issues a Certificate of Discontinuance, which is the formal authorisation to relocate the company’s corporate seat.
Phase Two
Once the Certificate of Discontinuance is obtained, the company proceeds with registration in the chosen UAE free zone. Required documents include:
- Completion of the continuation application specific to the free zone.
- Certified copies of company documents (e.g., Articles of Association, resolutions, UBO register).
- KYC documents for shareholders, directors, and UBOs.
- Evidence of solvency and financial health.
- Lease agreement or virtual office setup (depending on zone).
- Regulatory or activity-specific approvals, where applicable.
Many free zones require the involvement of a licensed corporate service provider to facilitate the application and ongoing administration.
Selecting the Right Free Zone
The UAE offers over 45 free zones, each catering to different business models, governance preferences, and regulatory frameworks. Among the most suitable for re-domiciliation are:
Dubai International Financial Centre (DIFC)
A common law jurisdiction known for financial services and international arbitration, DIFC offers well-defined re-domiciliation pathways, best regulatory framework and prime location.
Abu Dhabi Global Market (ADGM)
A common law jurisdiction ideal for holding companies, financial institutions, and high-net-worth family offices.
Dubai Multi Commodities Centre (DMCC)
A popular choice for trading commodities, logistics, consulting firms due to prime location and infrastructure.
International Free Zone Authority (IFZA)
Attractive for SMEs due to cost-effective setup and flexible activity licensing options.
Other free zones with emerging re-domiciliation potential include IBC options as JAFZA, RAK ICC for holding structures or free zone options as Dubai World Trade Centre, or others, particularly for mid-sized enterprises and e-commerce ventures.
Compliance
Companies must update their banking and operational records, register for VAT (if applicable), and comply with annual reporting, and UBO (Ultimate Beneficial Ownership) disclosures. The regulatory framework is robust but manageable with professional guidance through licensed CSP.
Re-domiciliation is not merely a procedural formality; it is a strategic realignment that can influence a company’s reputation, operational flexibility, and access to global markets. Whether driven by regulatory shifts, tax efficiency, or the desire for a stronger governance framework, the UAE offers one of the most future-proof platforms for international companies considering corporate migration.
To note: The re-domiciliation process may vary depending on the laws of the originating jurisdiction. Legal advice should be sought early to assess eligibility and tailor documentation accordingly and our professional team will be delighted to assist.
