As much as a company can change its registered office or registered agent within the same jurisdiction, it can also move to a new jurisdiction.

1. As much as a company can change its registered office or
registered agent within the same jurisdiction, it can also
move to a new jurisdiction. Corporate redomiciliation
is the process by which a company moves its domicile
(or place of incorporation) from one jurisdiction to
another by changing the country under whose laws it is
registered or incorporated, whilst maintaining the same
legal identity. The ease with which redomiciliation may
take place has increased in recent years.
In line with the international practice of permitting
companies to change their seat of incorporation,
companies are allowed under the laws of RAK Free Trade
Zone (“RAK FTZ”) in the UAE to change their jurisdiction.
Redomiciliation enables companies to avoid liquidating
the existing company and transfer portfolio of assets
to an entity incorporated for that purpose to a new
jurisdiction.
Migrate to UAE
The ability to migrate companies to RAK FTZ opens tax
planning dimensions for investors and businessmen.
Within the UAE, it is also possible to redomicile in DIFC
(Dubai International Final Centre) and DTΜFZA (Dubai
Technology and Media Free Zone Authority) which are
specialized free zone authorities in financial services and
technology, respectively.
Foreign companies can redomicile and enjoy the tax and
other benefits provided by the UAE tax free regime and
its wide network of double tax treaties.
They can also take advantage of a pleasant country which
is an International Financial Centre, and a fine place to
work and live.
Why Redomicile
Companies redomicile for a variety of reasons including:
• benefit from a favourable tax environment
• take advantage of less stringent regulation and
scrutiny
• align their place of registration with their shareholder
base
• move to an international financial centre
• access specialist capital markets
Where an existing company migrates or redomiciles to
RAK FTZ, the company’s existing legal status, goodwill
and operational history is preserved. This process allows
for companies who currently operate in more costly,
difficult regulatory, high tax and high risk environments
in other countries to migrate to RAK FTZ without
triggering a disposal of their assets or a diminution in
their goodwill or operating history.
The RAK FTZ registration system allows companies
to base their global operations and activities, for a
fraction of the regulatory costs of being incorporated
in and doing business in other countries. Offshore
companies can also do business within the UAE provided
appropriate licenses are obtained.
Why RAK FTZ
• offers a tax free environment
• the government of RAK is pro-business
• ensure secrecy and asset protection
• absence of international exchange of information
agreements
• global headquarters centre
• strategic location on the trade routes of east and west
• wide network of double tax treaties
What is required to Redomicile
There are two distinct parts in the redomiciliation
process:
The outgoing jurisdiction
a) the company must be fully up to date with filings. For
example, if financial statements are required these
must be filed up to date together with any outstanding
annual returns etc. Most offshore jurisdictions do not
require financial statements to be filed
b) there must be no on-going legal process against
the outgoing company
November 2015
REDOMICILE IN DUBAI AND BENEFIT

2. c) various documents need to be filed with and
obtained from the outgoing registry
d) a certificate of good standing and certificate of
incumbency must be obtained in every case
The incoming jurisdiction - RAK FTZ
Accordingly, an overseas company if authorized by
the laws of the jurisdiction in which it is incorporated,
can apply for continuation as a company in RAK FTZ.
The application must include all information and
documents required by RAK FTZ including resolutions,
certifications, declarations, confirmations, opinions,
authorizations and clearances. Upon approval of the
application for continuation, the authority will issue a
provisional‘Certificate of Continuation’of such terms
and conditions as it considers appropriate. The company
should, within 3 months from the date of issue of the
provisional certificate, file with the Authority a certificate
evidencing that the overseas company has ceased to be
incorporated under the laws of the current jurisdiction
and return the provisional certificate of continuation. RAK
FTZ shall issue the final certificate of continuation which
shall be effective from the date of continuation stated in
the provisional Certificate of Continuation.
Upon continuation of a Company in RAK FTZ:
• all assets, tangible and intangible, rights and all other
property of any kind of the company continue to
belong to the company
• the company, its officers and directors continue to
be liable for obligations of the company prior to its
redomiciliation
• any existing cause of action, claim, duty or liability to
prosecution in respect of the company is unaffected
• any civil, criminal or administrative action or
proceeding pending by or against the company is
unaffected
• any conviction against, or any ruling, order or
judgment in favour of or against the company prior
to its redomiciliation may be enforced by or against
the company
Detailed process to Redomicile in RAK FTZ
Application for consent
A foreign company may submit through a registered
agent to the Registrar of Companies in RAK FTZ Authority
to be registered in the UAE as a continuing company.
The application for consent must be accompanied by the
following documents:
• statutory or regulatory provision which includes a
reference to the statutory or regulatory provisions as
amended or reenacted from time to time
• proof that the company has obtained all necessary
authorizations and consents required under the laws
of the jurisdiction in which it was incorporated
• certification that the company is, has been, and will
remain as far as is reasonably foreseeable, solvent,
signed by the directors of the company
• details of any charges created indicating the order in
which they will be registered
• the written consent of directors/shareholders to:
(i) the making of the application and (ii) the order of
registration of charges
• a certificate signed by the registered agent making the
application in the form prescribed in the regulations
• the applicable fee
• a notice in the form as depicted in the regulations
announcing its intention to continue in the RAK FTZ
Registration
The registered agent, within 3 months from the time of
consent must submit for registration the below:
• the consent of the Registrar
• Memorandum of Continuation or equivalent issued
by the authorities in the jurisdiction in which the
company is incorporated
• Articles of the company which conform to the
requirements of the regulations
• particulars in the form prescribed in the regulations,
of any existing charge
On delivery of the above documents the Registrar shall
register the Memorandum of Continuation and:
• issue a certificate of registration of the Memorandum
of Continuation
• enter in the Register of Charges under the
international Companies Regulations, the particulars
of charges delivered
• The Memorandum of Continuation shall be deemed
to be the Memorandum of Association

3. Andorra
Anguilla
Antigua
Barbuda
Aruba
Austria
Bahamas
Bahrain
Barbados
Belgium
Belize
Bermuda
British Virgin Islands
Brunei
Cayman Islands
Liechtenstein
Luxembourg
Macao
Malaysia (Labuan)
Maldives
Malta
Marshall Islands
Mauritius
Montserrat
Nauru
Netherlands Antilles
Panama
Philippines
Portugal (Madeira)
Cook Islands
Costa Rica
Cyprus
Dominica
Gibraltar
Grenada
Guernsey
Hungary
Ireland
Isle of Man
Israel
Jersey
Latvia
Lebanon
Liberia
Samoa
Seychelles
St Kitts and Nevis
St Lucia
St Vincent
Grenadines
Switzerland
Turks and Caicos
Islands
United Arab Emirates (Dubai)
Uruguay
US Virgin Islands
USA (Delaware)
Vanuatu
List of Countries Allowing Redomiciliation
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