Corporate migration (or corporate “redomiciliation”) is the process by which a company moves its domicile - or place of incorporation - from one jurisdiction to another by changing the country under whose laws it is registered or incorporated, whilst maintaining the same legal identity. The ease with which corporate migration may take place has increased in recent years.
Corporate migration enables companies to avoid liquidating the existing company and transfer portfolio of assets to an entity, incorporated for that purpose in a new jurisdiction.
Companies migrate for a variety of reasons, including:
• to benefit from a favourable tax environment
• switch offshore to onshore status and acquire “substance”
• take advantage of less stringent regulations and scrutiny
• align place of registration with shareholder base
• move to an international financial centre
• access specialist capital markets
Where an existing company migrates to the UAE, the company’s existing legal status, goodwill and operational history is preserved. The process allows companies which currently operate in more expensive, difficult regulatory, high tax and high risk environments in other countries to migrate to the UAE without triggering a disposal of their assets or a diminution in their goodwill or operating history.
Advantages of UAE
and business providers
What is required
The outgoing jurisdiction
a) the outgoing company must be fully up to date with statutory filings
b) there must be no on-going legal proceedings against the outgoing company
c) various documents need to be filed with and obtained from the outgoing registry
d) a certificate of good standing and certificate of incumbency must be obtained in every case
The incoming jurisdiction
Accordingly an overseas company, if authorized by the laws of the jurisdiction in which it is incorporated, can
apply for continuation as a company in the UAE. The application must include all information and documents required by the UAE including resolutions, certifications, declarations, confirmations, opinions, authorizations and clearances.
UAE Registries for corporate migration
The list below sets out the Registries in the UAE which permit the corporate migration of foreign entities:
1 Abu Dhabi Global Market (ADGM) SPV
3 Ras Al Khaimah International Corporate Centre (RAK ICC)
4 Abu Dhabi Global Market (ADGM)
5 Dubai Creative Cluster Authority (DCCA)
6 Dubai International Financial Centre (DIFC)
7 Dubai Multi Commodities Center (DMCC)
8 Jebel Ali Free Zone (JAFZA)
The Appendix in the pages that folow sets out the main features of each of the above Registries.