Which route fits: redomicile, new company, branch or subsidiary?
| Route | The company afterwards | Points to weigh |
|---|---|---|
| Redomicile (continuation) | The same company, now registered in a UAE free zone or registry | Keeps its property, rights, debts and court cases [6][7][8]. Open only if home law allows it [5][6][7][8]. Home exit tax may apply [16][19] |
| New UAE company, business transferred in | A new UAE company owns the business; the old one is closed or kept | Open to companies from any country. The transfer is usually a disposal for tax at home; in the UK, transfers between connected persons count at market value [18]. Contracts move one by one |
| Branch | The existing company keeps its home registration and adds a UAE branch | A DMCC branch's debts are the parent company's [7]. UAE corporate tax applies to the profit of the branch [13]. A mainland branch needs a licence and entry in the Ministry of Economy and Tourism's foreign companies register [1] |
| Subsidiary | A new UAE company owned by the existing company | A separate company with its own licence. Dealings with the parent must be at arm's length for UAE tax [13] |
A new registration moves the legal shell. It doesn't move customers, staff or decisions. Before choosing a route, list which people, contracts, assets and decisions will come to the UAE, and which will stay where they are. That list drives the tax answers below.
Can I redomicile my company to the UAE?
Yes, if both ends allow it. ADGM, the DIFC, DMCC, the Dubai Development Authority's free zone and RAK ICC (Ras Al Khaimah's registry for international companies, which is not a free zone in the usual sense) can accept a foreign company where the law of the place it is incorporated authorises the move [5][6][7][8][10]. Each registrar decides on the application. Once a company is continued:
- it is treated as if it had been formed in the new zone or registry [6][7][8][10], and its certificate of continuation takes the place of its certificate of incorporation [6][7][10]
- it keeps all its property, rights, debts and liabilities, and stays a party to any court proceedings [6][7][8][10]
UAE regimes that accept a company continuing from abroad
| Where | Rule | Main requirements | Source |
|---|---|---|---|
| ADGM, Abu Dhabi | ADGM Companies Regulations 2015, sections 100 to 103 | Special resolution of shareholders; evidence, such as a legal opinion, that home law permits the move; certificate of good standing; directors' solvency certificate; an ADGM office lease. Closed to companies being wound up, insolvent or under a receiver | [5] |
| DIFC, Dubai | DIFC Companies Law 2018, Articles 140 to 144 | Application signed by an officer and verified by sworn statement, with articles of continuation. The Registrar may refuse without giving reasons | [6] |
| DMCC, Dubai | DMCC Company Regulations 2024, Articles 18 to 22 | Resolution of holders of 75% or more of the votes (or of the directors, where a shareholder is a company); letter of no objection from the home authority; certificate of discontinuation within 90 days of continuation | [7] |
| RAK ICC (registry), Ras Al Khaimah | Business Companies Regulations 2018, Part X | Approval by a majority of the directors or shareholders; the Registrar can rely on a director's certificate with an extract of the home law. Closed to companies in liquidation or under a receiver | [8] |
| JAFZA Offshore, Dubai | JAFZA guide to re-domiciling as a JAFZA Offshore company (offshore registration only) | Re-domiciliation resolution; no-objection certificate from the previous registrar; key documents notarised and attested by the UAE embassy and the UAE Ministry of Foreign Affairs | [9] |
| Dubai Development Authority free zone (Dubai Technology and Media Free Zone) | Decision No. 2 of 2010 and the authority's continuation service | Members' resolution and directors' declaration, notarised and attested; approval from the home registrar; a provisional certificate first, then proof within 3 months that the company has ceased to be incorporated at home | [10] |
DMCC, RAK ICC and the Dubai Development Authority all require proof that the company has been discontinued in its home country after the UAE certificate is issued [7][8][10].
Can a UK company redomicile to the UAE?
No. The UK has no regime that lets a company move its registration abroad. The government consulted from 25 March to 19 June 2026 on a regime for foreign companies moving into the UK, and decided against an outward route, saying "the potential drawbacks outweigh the benefits" [12]. On 29 October 2026 the consultation page said the government was still analysing the feedback, and any regime needs primary legislation [11][12].
A UK company can still move its business to the UAE through a new UAE company, a branch or a subsidiary. For any other home country, ask a lawyer there whether its law allows a company to continue abroad. ADGM, for example, asks for that evidence before it accepts the company [5].
Can a company move between emirates, or from a free zone to the mainland?
Yes, since the 2025 amendments to the Commercial Companies Law. Federal Decree-Law No. 20 of 2025 was issued on 1 October 2025 and took effect the day after its publication in the Official Gazette [2][3]. It amended 15 articles and added 1 new one [4].
The new Article 15 bis lets a company move its registration from one emirate's licensing authority to another, or from a free zone to the mainland and back, while keeping its legal personality [1]. The conditions are [1]:
- a special resolution, or the approval of an absolute majority of the partners
- both registration systems permit the transfer
- no entry on the commercial register that blocks it
- approval of both licensing authorities, and for joint stock companies, of the Ministry of Economy and Tourism or the capital markets regulator, as the case may be
- publication of the decision
A company moving from a free zone to the mainland must then meet the mainland rules [1]. For moves between the financial free zones (the DIFC and ADGM) and the rest of the UAE, the law leaves the rules to a Cabinet decision [1].
These rules cover moves inside the UAE. A company coming from abroad uses the free zone continuation rules above.
Does running my company from Dubai make it UAE tax resident?
It can, with no re-registration at all. Under UAE corporate tax law, a company formed abroad is a UAE resident if it is effectively managed and controlled in the UAE, and a resident company is taxed on its income from inside and outside the UAE [13]. An owner who moves to Dubai and takes the company's decisions there can bring the company within this rule.
Your home country may still treat the company as its own. 3 rules show how this works for a UK company:
- Under UK law, a company incorporated in the UK is UK resident for corporation tax [14].
- The UAE taxes a foreign company that is effectively managed and controlled in the UAE [13].
- The UK–UAE tax treaty counts a company as a UAE resident only if it is incorporated or recognised under UAE law [15].
A tax adviser in your home country should read these together for your company before you move. A company that becomes UAE resident must also register for UAE corporate tax (UAE corporate tax explained).
Is there an exit tax when a company leaves?
Often, yes. Some countries tax the growth in value of a company's assets when the company, or its assets, leave.
- The EU. Every member state must apply the exit tax rule in the EU Anti-Tax Avoidance Directive, from 1 January 2020 [19]. Tax is charged on the market value of the assets less their tax value when a company moves its tax residence, or moves assets from its head office to a branch, to another member state or to a country outside the EU, to the extent the first state loses the right to tax them [19]. Assets that stay connected with a branch in the first state are not caught when the residence moves [19]. The right to pay in instalments over 5 years covers only moves within the EU and to countries in the European Economic Area, so it doesn't cover a move to the UAE [19].
- The UK. A company that ceases to be UK resident is treated as selling and buying back its assets at market value [16]. Intellectual property and other intangible assets are treated the same way [17]. Assets that stay in the UK and are used in a trade the company still carries on there through a permanent establishment are excepted from the capital gains charge [16].
- Transfers to a new company. Moving the business into a new UAE company you own is a disposal by the old company. In the UK, a transfer between connected persons is treated as made at market value [18].
For individuals leaving the UK, see Is there a UK exit tax?.
Permanent establishment and moving intellectual property
A permanent establishment is a taxable presence. A foreign company has one in the UAE if it has a fixed place there through which it does business, including a place where management decisions are in substance made, a branch or an office. It then pays UAE corporate tax on the profit that belongs to that presence [13]. The UK–UAE treaty uses the same idea: a place of management, a branch or an office can be a permanent establishment [15]. The reverse also applies: an office or a place of management left at home can be a permanent establishment there, and the profit that belongs to it can be taxed at home [15].
Intellectual property (trademarks, software, patents, know-how) needs its own check before it moves: the UK deems it sold at market value when the company leaves [17], and the EU rule taxes assets moved out of the country [19]. Once the property sits in the UAE, licence fees and other dealings between related companies must meet the arm's length standard for UAE corporate tax [13].
Practical steps: contracts, staff, bank accounts and licences
- Contracts. A continued company stays a party to its contracts and court cases [6][7][8]. With a new company, check each contract for clauses on assignment and change of control before moving it.
- Staff. In a free zone, work permits and residence visas are applied for through the free zone authority [21]. On the mainland, the Ministry of Human Resources and Emiratisation issues work permits, and no one may be employed without one [22].
- Real owners. Outside the DIFC and ADGM, which have their own rules, every UAE company must keep a register of its real beneficiaries (anyone who owns or controls 25% or more) within 60 days of being formed, and update it within 15 days of a change [23].
- Bank accounts. Open UAE accounts as a separate step, early, and keep the old accounts running until customers and suppliers pay the new ones. Each licensed bank decides on its own account openings. Marlborough Gulf does not give investment, pension or insurance advice. Regulated services are provided by licensed firms, who contract with you directly.
- Licences. A DMCC company may carry on only the activities its licence lists, and one without a licence 24 weeks after registration can be struck off [7]. On the mainland, full foreign ownership is allowed, but the Cabinet can restrict foreign ownership in activities it lists as having "strategic impact" [20].
- Tax registration. Register the UAE company for corporate tax once it exists (UAE corporate tax explained).
How Marlborough Gulf helps
What we do:
- We plan the move: which route, in what order, and how the company, its owners and its staff fit together.
- We form the new UAE company in a free zone such as DMCC, or in RAK ICC as a RAK ICC registered agent, and coordinate the documents a redomiciliation needs.
- We keep the books and advise on UAE corporate tax once the company is here.
What others do: A lawyer in your home country confirms whether the company can leave and gives any legal opinion the UAE registry asks for. A tax adviser there advises on exit tax and residence. We are not a DIFC or ADGM agent. For a move into either centre, any corporate service provider you use is a firm licensed there, whom you engage directly.
Company formation → Tax consultancy →
Questions people ask
Can I move my company to Dubai without closing it?
Yes, if your home country's law allows it. In Dubai, the DIFC, DMCC and the Dubai Development Authority's free zone accept foreign companies continuing in, and JAFZA accepts them as offshore companies [6][7][9][10]. A continued company keeps its property, rights and debts, and stays a party to its court cases [6][7][10].
What is the difference between redomiciling and setting up a new company?
A redomiciled company is the same legal person with its history, contracts and debts [6][7][8]. A new company starts fresh, and the business and assets have to be transferred into it, which is usually a taxable disposal at home (in the UK, at market value between connected companies) [18].
Can a free zone company move to the mainland?
Yes. Since the 2025 amendments to the Commercial Companies Law, a company can move its registration from a free zone to the mainland and keep its legal personality, where both registration systems allow it and both authorities approve. [1][2]
Does a company pay UAE corporate tax after it moves?
A company registered in a UAE free zone is a UAE resident for corporate tax. So is a foreign company effectively managed and controlled in the UAE. [13]
Can a UK company redomicile to the UAE?
No. UK law has no outward route, and the government's 2026 plans cover companies moving into the UK only [12].
This guide is general information, not legal or tax advice for your circumstances.
Related guides
- Corporate services in Dubai: companies and UAE tax
- Business setup in Dubai and the UAE
- Holding companies in the UAE
- UAE corporate tax explained
- Is there a UK exit tax?
- Moving to Dubai and the UAE
Sources
- Federal Decree-Law No. 32 of 2021 on Commercial Companies, as amended, Articles 1, 3, 15 bis, 336 and 337, UAE Legislation Portal, read 29 Oct 2026. https://uaelegislation.gov.ae/en/legislations/1542
- UAE Legislation Portal, amendments to the Commercial Companies Law (Federal Decree-Law amending certain provisions, issued 1 Oct 2025), read 29 Oct 2026. https://uaelegislation.gov.ae/ar/legislations/1542/modifications
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- DIFC Companies Law, DIFC Law No. 5 of 2018 (consolidated version, March 2022), Part 13, Articles 140 to 145. https://edge.sitecorecloud.io/dubaiintern0078-difcexperie96c5-production-3253/media/project/difcexperiences/difc/difcwebsite/documents/laws--regulations/companies_law.pdf
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