Relocating your corporate structure to the UAE: Understanding redomiciliation and continuance

Introduction

As more entrepreneurs, family offices, and international businesses relocate to the UAE, many are reassessing whether their existing holding structures remain fit for purpose.

While establishing a new UAE entity is often one option, some companies may be able to relocate an existing company to the UAE through a process known as redomiciliation or continuance, allowing the company to change its jurisdiction of incorporation while remaining the same legal entity.
 

What is Redomiciliation?

Redomiciliation (or continuance) allows a company to move from one jurisdiction to another without winding up the existing entity and incorporating a new one.

In simple terms:

• The company remains the same legal entity.
• Existing shareholders remain in place.
• Assets and liabilities generally remain with the company.
• Corporate history is preserved.

This can provide a more efficient alternative to creating a new holding company and transferring assets or investments into a new structure.
 

Why are businesses considering redomiciliation?

Common reasons include:

• Shareholders or founders relocating to the UAE.
• Aligning ownership structures with current operations and management.
• Accessing a common law legal framework.
• Responding to investor, banking, or governance requirements.
• Simplifying existing offshore structures.

For many businesses, the question is no longer where to incorporate a new holding company, but whether their existing holding company still belongs in its current jurisdiction.
 

UAE jurisdictions offering continuance

Several UAE jurisdictions provide mechanisms for eligible foreign companies to continue into the UAE, subject to applicable requirements. Few of the prominent free zones are as under:

Abu Dhabi Global Market (ADGM)
Frequently used for holding companies, investment structures, family offices, and SPVs.
Dubai International Financial Centre (DIFC)
Provides access to an internationally recognised common law framework and sophisticated corporate environment.
RAK ICC
Often considered for international holding and wealth structuring arrangements.

The most suitable jurisdiction will depend on the company's shareholders, assets, governance requirements, banking considerations, and long-term objectives.
 

Illustrative example

Key considerations

Before proceeding with a continuance, businesses should consider:

• Whether the current jurisdiction permits migration out.
• Whether the chosen UAE jurisdiction permits migration in.
• Banking and financing arrangements.
• Existing contractual obligations.
• Regulatory requirements.
• Tax implications in both jurisdictions.

Professional legal and tax advice should always be obtained before initiating a redomiciliation process.

Practical applications

Family offices
Families relocating to the UAE may seek to align offshore holding structures with their new residency and governance arrangements.

Investment holding companies
Shareholding and investment structures can potentially be relocated without undertaking a full group reorganisation.

Founder-owned businesses
Entrepreneurs who have relocated to the UAE may reassess whether their existing holding company jurisdiction continues to meet their needs.

BDO Insights

Redomiciliation is often overlooked when reviewing international structures.

Many holding companies were established years ago for reasons that may no longer be relevant today. As ownership, management, investor profiles, and business objectives evolve, it can be worthwhile reassessing whether the existing jurisdiction remains the most appropriate location for the structure.

For eligible companies, continuance may offer a practical route to relocating a structure to the UAE while preserving legal continuity and avoiding unnecessary restructuring.

Conclusion

As the UAE continues to strengthen its position as a global hub for business, investment, and private wealth, redomiciliation is becoming an increasingly relevant consideration for internationally mobile businesses and investors.

While not suitable in every case, continuance can offer a practical alternative to establishing a new entity, enabling companies to relocate their structures to the UAE while maintaining continuity of ownership, assets, and corporate history.