Re-domiciliation lets a company move its place of incorporation to the UAE without being dissolved. When it makes sense, which UAE jurisdictions accept it, and the steps and pitfalls to plan for.
Many groups operating in the Middle East were set up with a holding company in the Cayman Islands, the British Virgin Islands or elsewhere. As their operations, investors and management move closer to the Gulf, a growing number are choosing to move that holding company to the UAE. Re-domiciliation makes this possible without winding the company up.
What re-domiciliation is
Re-domiciliation, also called continuation or continuance, is the transfer of a company's place of incorporation from one jurisdiction to another. The company keeps its legal identity: it is not dissolved and re-formed. Its assets, contracts, liabilities and shareholdings continue, subject to any approvals required.
This is often far simpler than the alternative of setting up a new company and transferring every asset, contract and employee to it.
Why groups consider it
- Substance and management. Bringing the holding company closer to where the business is run and decisions are made.
- Investor and banking relationships. Regional investors, lenders and banks may prefer a UAE entity.
- Regulatory and tax considerations. International rules on economic substance and the global minimum tax are changing the case for traditional offshore structures. UAE corporate tax must also be factored in.
- Preparing for a listing or transaction in the region.
Where in the UAE
- ADGM and DIFC, the UAE's common law financial centres, have established rules for inward continuance, with English-language courts and companies regimes familiar to international investors.
- Other free zones accept transfers on a case-by-case basis, often with pre-approval.
- Mainland and free zone moves. The UAE has recognised transfers between the mainland and free zones and between emirates, although the detailed implementing rules are still being developed.
Requirements and steps
- Confirm the home jurisdiction allows outward continuation. Not every country does.
- Check eligibility with the receiving UAE authority and confirm the company's business activities can be licensed there.
- Approvals: shareholder and board resolutions, and any consents required under financing documents, investor agreements and regulatory licences.
- Documents: a recent certificate of incorporation and certificate of good standing, new constitutional documents, ownership and KYC information, and a UAE office arrangement.
- Completion: the UAE authority issues a certificate of continuation and the company is removed from the register in its former jurisdiction.
The process typically takes several weeks and can take a few months, depending on the authorities involved.
Pitfalls to avoid
- Contracts: review change of jurisdiction, change of control and governing law clauses, and notify counterparties where required.
- Banks: banks may treat the move as a new onboarding. Engage them early.
- Tax: take advice in the old and new jurisdictions, and in every country where the group operates, before the move.
- Subsidiaries: update registers and filings for subsidiaries whose shareholder has changed jurisdiction, including Egypt's quarterly FDI reporting.
How we can help
We advise groups on whether re-domiciliation suits them, coordinate with counsel in the home jurisdiction and the UAE authorities, and manage the consequences for operating companies in Egypt and the region. Contact us to discuss your structure.
This briefing reflects the position as at November 2026. This briefing is not tax advice.
This briefing is for general information only and is not legal advice. For advice on your situation, contact us.