Over the past year, we've seen a marked increase in companies exploring a move to the UAE, and recent amendments to the Commercial Companies Law, which introduce new intra‑UAE (mainland and freezone) redomiciliation routes, reflect a broader trend towards enhancing corporate mobility that may further support this growth.

Redomiciliation allows a company to move its place of incorporation to another jurisdiction while maintaining the same legal entity, keeping its history, assets, liabilities and shareholders intact, while shifting its governing law, regulatory and tax framework.

In practice, companies considering a move will need to think about the relevant UAE jurisdiction (mainland or free zone) they intend to redomicile into, the related process and requirements and any practical implications for their business. To help guide that assessment, we look at seven key questions every company should consider.

1. Can the company redomicile?

Not all jurisdictions allow companies to redomicile, and others will only do so if the company's constitutional documents expressly permit this. Conditions may also apply from any current jurisdiction e.g. the company not being in good standing, producing directors' solvency statements etc.

2. Where will the company redomicile?

The UAE comprises multiple jurisdictions (mainland entities regulated at the Emirate level and various free zones), with their own companies' laws, regulations and licencing frameworks.

Common considerations include:

  • Legal regime – The Dubai International Financial Centre (DIFC) and Abu Dhabi Global Market (ADGM) remain attractive due to their English‑language, common law systems.
  • Licensing – Whether the jurisdiction offers suitable licensed activities for the company to continue to conduct its existing business.
  • Substance and tax – The impact of UAE Corporate Tax and Economic Substance Requirements.
  • Governance and operations – Local rules governing directors, managers or physical office requirements.

Recent amendments to the Commercial Companies Law have also introduced new options for transferring companies between mainland authorities in different Emirates (e.g. between Dubai and Abu Dhabi) and between mainland authorities and freezones (and vice-versa). Detailed implementing procedures, however, remain to be clarified in practice.

3. Are other approvals and documents required?

Redomiciliation usually requires approvals from regulatory bodies, the company and its shareholders and/or creditors.

For listed companies, disclosure and investor‑relations processes can also add complexity and additional time.

4. Is there any impact on existing contracts?

Contracts should be carefully reviewed prior to redomiciliation for notice / consent / default provisions relating to any such process. This review should be carried out at an early stage of the redomiciliation process, to ensure there are no delays.

Insurance arrangements may also need considering and updating to account for the change in jurisdiction.

5. How should employment and immigration matters be handled?

The company should consider whether any existing employees will need to relocate to the UAE. If so, local regulations will need to be considered, including the form of employment contracts, visas and work permits, medical insurance, end‑of‑service/gratuity arrangements and other HR requirements.

The company should also consider any jurisdiction‑specific requirements for employees or managers, including local resident managers who act on behalf of the company, and Emiratisation (employment of UAE nationals) obligations that may apply depending on the entity and sector.

6. Will the company require new premises?

Most UAE jurisdictions require a physical local presence. This may range from a flexi‑desk or serviced office to full operational premises. These requirements should be investigated at an early stage once the licence type, activities of the company and number of employees required in-country is determined.

7. What else should a company consider?

In addition to the above, the company may need to consider its intellectual property (IP) (including where material IP is registered) and data protection compliance in its new home jurisdiction.

Following redomiciliation, companies must also comply with local regulatory obligations, which typically include annual licence renewals, corporate governance and reporting requirements.

Understanding these obligations ensures a smooth integration into the UAE regulatory framework.

Redomiciliation to the UAE may offer significant business advantages, but requires careful planning, accurate documentation and coordination with multiple stakeholders.

Gowling WLG is well-placed to assist with all UAE legal aspects of redomiciliations. Should you be interested in discussing this further, please contact Tim Casben, Simon Elliott, Beth Bloor or Joy Kadi.