Internal Re-Domiciliation under Article 15 bis of the UAE Commercial Companies Law

This article was written by Devika Remesh, Legal Intern at ABS Partners.

Federal Decree Law No. (20) of 2025, issued in October 2025, amended the Federal Decree Law No. (32) of 2021 on Commercial Companies. Article (15) bis, added by way of this amendment, provides a new mechanism for an internal re-domiciliation of companies within the UAE. Companies often find themselves outgrowing their home jurisdictions a few years into their incorporation, with an incompatibility between their needs and their licensing authority’s framework. Prior to the introduction of this provision, the only option available to such companies was to terminate their license, liquidate the company and apply for a fresh incorporation in another well-suited jurisdiction. This new amendment has provided a legislative route for companies to transfer their jurisdictions within the UAE without losing their legal identity.

What is Re-Domiciliation of a Company?

Re-domiciliation is the process of transferring the legal registration of a company from one jurisdiction to another, while preserving continuity of its legal personality. It is also called corporate migration or continuation of companies. Article (15) bis provides an express legal mechanism for this, specifically to companies aiming to transfer:

• From one Emirate to another;
• Between Free Zones, including Financial Free Zones;
• From a Free Zone to UAE Mainland jurisdiction, or vice versa.

The Article empowers the Cabinet to issue dedicated executive regulations controlling such migrations. Although publication of such controls is pending, in practice, such relocations are being done subject to the requirements and approvals of the relevant licensing authority.

The provision covers internal migrations of companies transferring between jurisdictions within the UAE. Re-domiciliation of companies out of the country (outbound re-domiciliation) or into the country (inbound re-domiciliation) is generally regulated by the legal frameworks of both the origin and destination countries. In the UAE, inbound and outbound migrations of Free Zone companies are governed by the regulations of their respective Free Zone Authorities. There is no express, standardized mechanism for such migrations of Mainland companies.

Strategic Advantages of Corporate Migration

Re-domiciliation offers multiple benefits to a company over traditional relocation (dissolution in home jurisdiction and new registration in another). It helps transfer domiciles while ensuring preservation of corporate history, existing licenses and contractual relationships. It allows companies to choose a jurisdiction with more favourable corporate laws and tax regimes without the procedural friction prevalent in relocation.

A company transferring from a Free Zone to Mainland usually does so for the increased business accessibility retained by onshore companies in the UAE. This is a strategic movement for businesses looking to expand into new locations or open multiple new branches across the Emirates. This offers unrestricted market access, unlimited employee visa quotas, and easier corporate banking. However, businesses migrating onshore must factor in compliance with Ministry of Human Resources and Emiratisation (MOHRE) regulations and mandatory Emiratisation quotas.

In contrast, a company transferring its domicile from an onshore jurisdiction to a Financial Free Zone benefits from corporate tax benefits, 100% foreign ownership across all sectors, common-law framework, flexible working space options, import/export duty exemptions, and full profit repatriation.

When the business is already operational, re-domiciliation provides a cost and time-effective alternative to relocation, which may take up to several months. Re-domiciliation can be completed in weeks, given that eligibility is confirmed and all the required documents are in order. It also ensures banking continuity and preservation of contracts and licenses. This is particularly relevant in cases where there is an unfavourable change in the regulations of the current jurisdiction. Businesses may now choose a better fitting regime without having to undergo liquidation and starting operations from scratch.

However, the company may opt for a relocation if it is still young and continuity doesn’t provide any strategic advantage. If the company doesn’t have a strong corporate history, solid banking record, contractual relationships or assets worth preserving, a fresh incorporation is the better and cheaper option.

Eligibility for Re-Domiciliation

Not all companies are eligible for re-domiciliation. The provision expressly lays down certain requirements that the company must comply with and ensure before it can be qualified. Most importantly, the commercial registration systems of the origin and destination authorities must permit such transfer. Approvals from both authorities must be obtained. Additionally, Joint Stock Companies must secure approval of the relevant Ministry or authority, like the Securities and Commodities Authority (SCA) for Public Joint Stock Companies. 

Furthermore, there must be no legal obstacles against the company that would prevent such transfer. This includes any pending litigations, unresolved liabilities, legal violations or contractual agreements restricting re-domiciliation. The company must be legally compliant and in good standing in its home jurisdiction.

The Article also stipulates that this requires a special resolution of the General Assembly or with the approval of the absolute majority of the partners.

The Re-domiciliation Procedure in the UAE

1. Preliminary Review & Verification:
2. Confirm that the company’s memorandum/articles and home jurisdiction allow an outbound transfer.
3. Confirm whether the receiving free zone or mainland authority accepts the specific transfer category under active regulations.
4. Corporate Approvals & Notices:
5. Issue board and shareholder resolutions approving the re-domiciliation and adoption of updated constitutional documents.
6. Issue a creditors’ notice and clear pending statutory or tax obligations.
7. Filing with Origin & Destination Authorities:
8. Submit exit or No-Objection/transfer applications to the current authority.
9. Submit inbound continuation filings to the UAE destination authority, including the Certificate of Good Standing, UBO declarations, and KYC/AML documentation on directors and beneficial owners.
10. Issuance of Certificate of Continuation:
11. The UAE receiving authority issues a Certificate of Continuation (or new license equivalent), establishing the entity under the new seat while preserving its continuous corporate identity.
12. The original jurisdiction officially strikes off or deregisters the company only after proof of the UAE continuation is provided.

As the implementing regulations for every inter-free zone and mainland combination are introduced gradually, businesses should verify the exact procedural requirements and fees directly with the relevant licensing authority or a qualified UAE corporate legal advisor before filing. 

Conclusion

The codification of Article 15 bis marks a structural growth in the UAE’s corporate governance landscape, aligning domestic commercial mobility with international corporate standards. By providing a clear statutory route for internal re-domiciliation, the law permanently dismantles the procedural friction of liquidations, asset transfers, and operational disruptions.

For businesses navigating an evolving economic environment, Article 15 bis transforms corporate structuring from a rigid, one-time decision into an adaptable, long-term strategy. Ultimately, preserving unbroken legal personality, contractual relationships, and commercial goodwill across jurisdictions reinforces the UAE’s standing as a resilient, business-friendly hub tailored for sustainable enterprise growth.