Redomiciliation & Continuation
Move Your Company to the DIFC or ADGM
A company can change its jurisdiction of incorporation without being wound up and rebuilt. It keeps its name, its contracts, its assets and its history, and simply continues its existence in the UAE. Atlas handles that move end to end, and administers the structure once it arrives.
In force since 24 July 2026
The nexus test is gone
Until July 2026, a DIFC Prescribed Company required a qualifying purpose or a demonstrable UAE or GCC connection. For a great many offshore holding vehicles, that requirement was the reason a move to the DIFC was never seriously considered.
The Prescribed Company Regulations 2026 removed the qualifying purpose, qualifying applicant and nexus tests entirely. The regime is now open to any applicant, for any purpose, anywhere in the world, provided the vehicle remains a passive holding structure and appoints a licensed corporate service provider unless exempt. Our guide to the 2026 Prescribed Company regulations sets out what changed and who has to act.
Why companies redomicile to the UAE
The reasons are usually practical rather than ideological. A structure that made sense a decade ago has stopped fitting the family, the business or the banking reality around it.
The entity survives intact
Continuation is not a sale, a merger or a liquidation. The company keeps its legal identity, so its contracts, its bank mandates, its intellectual property and its shareholdings all continue in the same name. It also remains party to any existing legal proceedings.
English common law, in English
Both the DIFC and ADGM apply common law through their own courts, in English. For a structure drafted to English-law standards in the BVI, Cayman or the Channel Islands, that is a far shorter conceptual move than redomiciling into a civil law jurisdiction.
Substance where the counterparties are
Offshore holding structures increasingly struggle on two fronts: economic substance expectations and bank appetite. Moving the vehicle to a centre where the family, the operating business or the investment activity actually sits addresses both at once.
No nexus test, since July 2026
Until recently a DIFC Prescribed Company required a qualifying purpose or a UAE or GCC connection. The Prescribed Company Regulations 2026, in force from 24 July 2026, removed those tests. A holding vehicle with no prior Gulf link can now continue into the DIFC.
How the process actually runs
Five stages, two of which happen outside the UAE. Most of the projects that drag do so because step one was assumed rather than checked.
Confirm the home jurisdiction permits it
This is the gating question and it is answered outside the UAE. The company's existing jurisdiction must allow outward continuation, sometimes called transfer out or discontinuance. The BVI, Cayman, Jersey, Guernsey and most common law offshore centres do. Several onshore jurisdictions do not, in which case redomiciliation is not available and a different route is needed.
Approve, and prove solvency
The shareholders must approve the move by resolution, and the company must be able to demonstrate that it is solvent. A company in financial difficulty cannot use continuation to change its address ahead of its creditors, and the registrar will look for evidence on this point.
Choose the destination structure
A foreign holding company does not have to arrive as the same thing it was. Depending on what it holds and what it is for, the right landing point may be a Prescribed Company, a standard DIFC or ADGM company, or a foundation sitting above it. This decision is easier to make before filing than after.
File, and satisfy due diligence
The application goes to the registrar with certified constitutional documents, the shareholder resolution, evidence of good standing and solvency, and full know-your-client material on the shareholders, directors and ultimate beneficial owners. Verification of layered or trust ownership is usually what determines the timeline.
Receive the certificate, then discontinue
The registrar issues a certificate of continuation, at which point the company exists in the DIFC or ADGM. The final step happens back in the original jurisdiction, where the company is struck off or discontinued on the strength of that certificate. Until both halves are done, the position is untidy, so the sequencing matters.
Worth knowing before you start
When redomiciliation is the wrong answer
The home jurisdiction does not permit it. Not every registry allows a company to leave. Where outward continuation is unavailable, the alternative is to incorporate a new UAE vehicle and move the assets into it, which is a different transaction with different tax and contractual consequences. It is often still the right answer, but it should be planned as an asset migration, not a change of address.
The structure was the problem, not the jurisdiction. Moving a vehicle that was poorly designed to begin with relocates the problem rather than solving it. If the ownership chain, the governance or the succession position needs rethinking, the redomiciliation is the natural moment to do it, and the cheapest.
Nobody has looked at the home country tax position. Exit charges, deemed disposals and continuing reporting obligations do not switch off because a company changed its registry. Those questions belong with tax counsel in the departing jurisdiction, at the start of the project rather than the end. We work alongside that adviser rather than replacing them.
What changes once it arrives
Redomiciliation is a beginning rather than a conclusion. The obligations that follow are the part offshore structures are least used to.
A corporate service provider, in most cases
Under the Prescribed Company Regulations 2026, every non-Exempt PC must appoint a DFSA-licensed corporate service provider. Exemption is narrow, broadly where the controller is a DIFC registered person, a DFSA-authorised firm, a government entity or a listed company. Most privately held structures are not exempt. Existing non-Exempt PCs have until 24 January 2027 to appoint one.
Corporate tax registration
The continued entity sits within the UAE corporate tax regime and must register with the Federal Tax Authority, including where it is a passive holding vehicle that does not trade. Whether tax is payable depends on the character of its income and whether it meets the Qualifying Free Zone Person conditions. Registration is required either way.
Registered office, records and filings
The vehicle needs a registered office in the centre, a maintained register of members, directors and beneficial owners, and an annual return. For a holding company with no staff, the service provider is effectively the entity's administrative function.
Banking, which runs on its own timetable
An existing offshore banking relationship does not automatically follow the company to the UAE, and opening locally is a separate process outside the registrar's control. In practice it is the step most often underestimated. Preparing source-of-wealth documentation early shortens it more than anything else.
Related reading
The 2026 Prescribed Company regulations
What the removal of the eligibility gate means, who now needs a licensed service provider, and the 24 January 2027 deadline.
Moving a holding structure to DIFC or ADGM
The structuring decision behind the move: which centre, which vehicle, and what the group looks like afterwards.
DIFC vs ADGM for a holding company
The two centres compared on governing law, service provider requirements and the assets each suits.
Common questions
What is company redomiciliation, and is it the same as continuation?
They describe the same thing. Redomiciliation, or continuation, is the process by which a company changes its jurisdiction of incorporation while remaining the same legal entity. It is not a transfer of assets to a new company: the original entity survives, keeping its contracts, assets, liabilities, banking relationships and any ongoing legal proceedings. That continuity is the entire point, and it is what distinguishes redomiciliation from incorporating a new vehicle and migrating assets across to it.
Can I redomicile a BVI or Cayman company into the DIFC?
In most cases yes, provided the company is in good standing and solvent. The gating requirement is that the home jurisdiction permits outward continuation, and the BVI, Cayman, Jersey, Guernsey and most other common law offshore centres do. Since the Prescribed Company Regulations 2026 came into force on 24 July 2026, a foreign holding vehicle no longer needs a qualifying purpose or a UAE or GCC connection to continue into the DIFC as a Prescribed Company, which removed the obstacle that previously stopped many offshore structures.
Do I lose my company's history and contracts if I redomicile?
No. Because the entity itself continues rather than being replaced, its incorporation date, contractual position, intellectual property, shareholdings and liabilities carry over. Counterparties generally do not need to novate agreements, although it is worth checking finance documents and long-term contracts for change-of-jurisdiction provisions before filing, since a small number contain them.
How long does redomiciliation to the DIFC or ADGM take?
For a clean structure with responsive counsel in the home jurisdiction, the registrar stage is typically measured in weeks rather than months. What extends it is rarely the UAE side: document legalisation, obtaining good standing evidence from the original registry, and verifying layered or trust ownership are the usual causes of delay. Bank account opening runs separately and is frequently the longest step overall.
Should I redomicile into the DIFC or ADGM?
Neither is universally better and the honest answer depends on what the vehicle holds and where its counterparties sit. ADGM applies English common law directly, which suits structures already drafted to that standard. The DIFC has its own codified body of law, a longer-established registry and, since July 2026, an open-access Prescribed Company regime. Where a group already has a presence in one centre, that usually settles it. Our comparison of the two centres for holding structures covers the decision in detail.
What if my company's home jurisdiction does not allow redomiciliation?
Then continuation is not available, and the alternative is to incorporate a new UAE vehicle and transfer the assets or shareholdings into it. That is a genuinely different transaction with different consequences: it can trigger tax events, require counterparty consents and novations, and it does not preserve the original entity's history. It is often still the right answer, but it should be planned as an asset migration rather than a change of address.
Thinking about moving a structure?
Start with whether you can.
Tell us where the company is incorporated and what it holds. We will tell you whether continuation is available, which centre and vehicle fit, and what administering it will involve once it arrives.