Since the amendment to the UAE Commercial Companies Law, we have been asked a version of the same question several times a month: the law now lets companies move between emirates and free zones without being wound up, so can a mainland or free zone company simply move itself into the DIFC or ADGM? The reform is real and useful. For the financial free zones, though, the answer is more qualified than the summaries suggest, and planning a restructuring on the assumption that the door is already open is a mistake we would rather readers avoided.
This guide sets out what the federal change says, why the DIFC and ADGM sit apart from it, what their own continuation rules require, and the routes that work today. It deals with UAE companies moving into the financial free zones. If your company is incorporated outside the UAE, in the BVI, Cayman, Jersey or elsewhere, our separate guide to moving an existing holding structure to the DIFC or ADGM and our redomiciliation page cover that inbound route, which is well established.
What the federal amendment did
Federal Decree-Law No. 20 of 2025, issued on 1 October 2025, amended Federal Decree-Law No. 32 of 2021 on Commercial Companies. Among other changes it inserted a new Article 15 bis, headed "Transfer of the Company's Registration in the Trade Register and its Relocation". The consolidated text is on the UAE legislation portal, and the Ministry of Economy and Tourism has published an explanatory note on the amendments.
Article 15 bis has three clauses, and the third is the one that matters here.
Clause 1 allows a company, by special resolution of the general assembly or with the approval of an absolute majority of the partners, to transfer its registration from one competent authority to another while keeping its legal personality. Five conditions apply: the registration systems of both the departing and receiving authorities must permit the transfer; there must be no annotation on the trade register that prevents it; both authorities must approve; joint stock companies need the approval of the Ministry or the Securities and Commodities Authority as applicable; and the decision must be published as the competent authority directs.
Clause 2 applies the same process to a transfer from a free zone to a mainland competent authority, or the reverse, and requires a company arriving on the mainland to regularise its status under the federal law.
Clause 3 provides that the Cabinet, on the proposal of the Minister and in coordination with the competent authority and the financial free zone authorities, will issue the controls governing the relocation of a company from a financial free zone into the State and vice versa.
The Ministry's note describes the reform as allowing transfers between emirates, free zones and financial free zones. That is the policy intent. The legal mechanism for the financial free zones, however, is the Cabinet decision clause 3 anticipates. We have looked for that decision on the legislation portal and the Ministry's site and have not found one published as at the date of this article. Practitioner commentary published as recently as October 2026 also describes the implementing controls as pending. If you are reading this later, check the portal first, because the position may have moved.
Why the DIFC and ADGM are different
The DIFC and ADGM are financial free zones established under federal law, each with its own civil and commercial legislation and its own registrar. Article 5 of the Commercial Companies Law provides that the federal law does not apply to free zone companies in matters for which the free zone's own laws make special provision. Company formation, continuation and striking off are all matters the DIFC Companies Law and the ADGM Companies Regulations 2020 deal with comprehensively.
In practice this means a move into either centre always has two halves. The departing side must authorise the company to leave, and the DIFC or ADGM registrar must accept it under its own law. Article 15 bis speaks to the first half for companies governed by the federal law. It cannot by itself compel either registrar to accept a company, and its own text defers the financial free zone piece to the Cabinet.
What the DIFC continuation rules require
Part 13 of the DIFC Companies Law, DIFC Law No. 5 of 2018 deals with transfer of incorporation. Article 140 allows a Foreign Company, if authorised by the laws of the jurisdiction in which it is incorporated, to apply to the Registrar to be continued as a DIFC company. The law defines a Foreign Company as a body corporate incorporated in any jurisdiction other than the DIFC, so a company registered on the mainland or in another UAE free zone falls within it on the wording.
The application is accompanied by articles of continuation that conform the constitution to DIFC law. Under the Companies Regulations the Registrar also expects certified constitutional documents, evidence that the law of the original jurisdiction permits the company to be continued elsewhere, evidence that all consents in the original jurisdiction have been obtained, the most recent accounts, and a solvency declaration from the directors. A company that is a DFSA Authorised Person, a DNFBP or a fund needs the DFSA's prior written consent. The Registrar may refuse an application without giving reasons, and that refusal is final.
Once a certificate of continuation issues, the company becomes a DIFC company as if incorporated there, keeps its property, rights and liabilities, and remains party to existing proceedings. For a passive holding company the destination will often be a DIFC Prescribed Company. Under the Prescribed Company Regulations 2026, in force since 24 July 2026, a Prescribed Company must have a corporate service provider registered with the DFSA as a DNFBP.
What the ADGM continuance rules require
The continuance chapter of the ADGM Companies Regulations 2020 takes the same approach. Section 100 allows a body corporate incorporated outside ADGM to apply for a certificate of continuance if it is authorised to do so by the laws of the jurisdiction under which it is incorporated. Section 101 bars applications from bodies that are being wound up, are insolvent, have a receiver or administrator appointed, or face a pending winding up petition, wherever those proceedings sit.
Section 102 requires evidence that the body is authorised by its home law to apply, that any authorisation required by its constitution or that law has been given, that it will cease to be incorporated in the other jurisdiction once the certificate issues, and that members and creditors will not be unfairly prejudiced. Each director signs a statement of solvency, made no more than 14 days before the application is filed. On issue of the certificate, the body becomes an ADGM company and its property, liabilities, contracts and proceedings carry across.
Both regimes therefore turn on the same question. The DIFC and ADGM will take a company from elsewhere in the UAE on their own terms, but each needs proof that the departing authority has authorised the move. For a mainland company, that authorisation runs through Article 15 bis and the Cabinet controls clause 3 anticipates. For a company in a non-financial free zone, it runs through that free zone's own regulations, which vary. Some free zone regimes have transfer-out provisions and some do not.
Routes that work today
While the federal piece is settled, three approaches are available. Which suits depends on what the company does and why it wants a DIFC or ADGM home.
Insert a DIFC or ADGM holding company
For most owners, this is what they actually want. The shareholders of the existing UAE company incorporate a holding company in the DIFC or ADGM and transfer their shares in the existing company to it, receiving shares in the new holding company in exchange. The operating company stays where it is, with its licence, staff, visas, contracts and bank accounts untouched, and ownership sits in a common law vehicle with flexible share classes and governance. Our DIFC holding company guide and DIFC versus ADGM holding company comparison cover the choice of vehicle and centre.
The work sits on the departing side: the share transfer has to be approved and registered by the operating company's licensing authority, any pre-emption rights in its memorandum of association dealt with, and its bank told about the change of shareholder. It is also the right structure where the business trades with mainland customers, since a DIFC or ADGM company is generally licensed for activity within its own zone. Our article on Dubai's free zone mainland rule explains why that matters.
Incorporate a new entity and transfer the business
Where the business itself needs to sit in the DIFC or ADGM, for example a regulated activity or an advisory firm that wants to operate from the centre, a new entity is incorporated and the business, contracts or assets move across. This resets the corporate history, requires counterparty consents and novations, and usually means new banking and new licences. Staff transfers and visas need their own planning. The original company is then closed properly rather than left dormant.
Continuation, once the gate is clearly open
Where the departing authority will authorise the move in writing and the receiving registrar confirms it will accept that evidence, continuation preserves the company's identity and avoids novating contracts. That is the attraction of Article 15 bis. Our advice is to treat it as available only once both sides have confirmed it for your specific company, rather than on the strength of the amendment alone.
Points to settle before choosing
Whichever route is chosen, the same questions decide the outcome:
- Ask the current licensing or free zone authority, in writing, whether it will authorise an outward transfer to the DIFC or ADGM and what it needs to see.
- Ask the DIFC or ADGM registrar whether it will accept that authorisation as evidence under its continuation rules.
- Scope the bank's position early, because a change of jurisdiction or of shareholder triggers a fresh review and the account is the step most often underestimated.
- Review contracts, finance documents and leases for change of control or change of jurisdiction clauses.
- Take corporate tax advice on the route. The entity stays within UAE corporate tax, Federal Tax Authority records must be updated, and 0% applies only to qualifying income of a Qualifying Free Zone Person. The corporate tax law contains reliefs for some transfers within a group and for business restructurings, each with conditions.
- Confirm what licences, permits and registrations do not travel with the company and must be applied for again.
How Atlas helps
Atlas Corporate Services is a corporate service provider registered with the DFSA as a DNFBP (F012915) and works in both the DIFC and ADGM. For owners of UAE companies looking at the financial free zones, we help establish which route is actually open for the specific company, incorporate the DIFC or ADGM holding company or new entity, prepare continuation filings where both registrars have confirmed the route, and act as the corporate service provider that a Prescribed Company now requires. See our DIFC company setup service and our ADGM services.
Corporate tax registration and filing for the restructured group are handled by GTAG, our sister company in the GTAG/Assetica group. We are not a law firm, so where a share transfer, contract novation or mainland licensing step needs legal advice, we work alongside the client's lawyers. If you are weighing a move, speak with the Atlas team before filing anything with either authority.
This article is general information and does not constitute legal, tax or regulatory advice. DIFC and ADGM rules change; confirm the current position with a qualified adviser for your specific case.
Frequently Asked Questions
Can a Dubai mainland LLC re-domicile into the DIFC under the new Companies Law?
Not yet in any routine way that we can confirm. Article 15 bis of the amended Commercial Companies Law allows transfers of registration within the UAE, but clause 3 provides that the Cabinet will issue the controls governing relocation between a financial free zone and the rest of the State. The DIFC will continue a company from another jurisdiction only where that jurisdiction's law authorises the move. Until those controls are published, confirm the position with both registrars before planning around it.
Does the DIFC treat a UAE mainland company as a foreign company?
For continuation purposes, yes. The DIFC Companies Law defines a Foreign Company as a body corporate incorporated in any jurisdiction other than the DIFC, which on its face includes a company registered with a mainland licensing authority or another UAE free zone. Article 140 allows a Foreign Company to apply for continuation if authorised by the laws of the jurisdiction in which it is incorporated. The DIFC side is therefore not the obstacle; the authorisation has to come from the departing side.
Can a company in a non-financial free zone such as a Dubai or Abu Dhabi free zone continue into ADGM?
It depends on that free zone's own company regulations. The Commercial Companies Law yields to free zone rules wherever a free zone has its own provision on a matter, and ADGM's Companies Regulations 2020 only accept continuance from a body corporate authorised to apply by the law under which it is incorporated. Some free zone regimes include transfer-out provisions and others do not, so the first step is a written confirmation from the current free zone authority.
What is the alternative if continuation is not available?
There are two. The first is to incorporate a DIFC or ADGM holding company and have the existing shareholders transfer their shares in the UAE company to it in exchange for shares in the new holding company, so the operating company stays where it is under new ownership. The second is to incorporate a new entity and move the business or assets across. The holding company route is usually less disruptive because the operating company's licence, contracts, staff and bank accounts are untouched.
How is this different from moving an offshore company to the DIFC or ADGM?
An offshore company from the BVI, Cayman or Jersey arrives under a well-established outward continuation regime in its home jurisdiction, and both centres have processed such moves for years. A UAE company is moving between two legal systems within the same country, and the federal mechanism for doing that into a financial free zone still depends on implementing controls. The destination procedure is the same; the departure procedure is what remains unsettled.
Will moving into the DIFC or ADGM change how the company is taxed?
The company stays within UAE corporate tax wherever it is registered, and it must keep its Federal Tax Authority registration current. Whether any income is taxed at 0% depends on whether the entity meets the Qualifying Free Zone Person conditions, which a change of registration alone does not deliver. Share and asset transfers can also have consequences, and the corporate tax law contains reliefs for some group transfers and restructurings, subject to conditions. Take tax advice before choosing a route.
Key Takeaways
- Federal Decree-Law No. 20 of 2025 inserted Article 15 bis into the Commercial Companies Law, allowing a company to transfer its commercial registration between licensing authorities and between free zones and the mainland while keeping its legal personality.
- Moves between a financial free zone and the rest of the UAE are treated separately: Article 15 bis(3) leaves the controls for that relocation to a Cabinet decision, and we have not been able to find one in force.
- The DIFC and ADGM continuation regimes already accept a body corporate incorporated elsewhere, but only if the law of its current jurisdiction authorises the move, so the gate sits on the departing side.
- Until that gate is clearly open, the dependable routes are inserting a new DIFC or ADGM holding company above the existing company, or incorporating a new entity and transferring the assets.
- Each route has different consequences for contracts, licences, banking and corporate tax, so the choice should be made on the facts of the business rather than on the headline of the reform.