The term "re-domiciliation" defines the process by which a company moves its place of registration from one jurisdiction to another, while maintaining the same legal entity. A re-domiciliation is only possible if both jurisdictions allow for such process, with the necessary legal provisions. The main benefit of a re-domiciliation is that the company maintains its full history, along with all existing contractual relationships. Traditionally, the re-domiciliation process was mainly used for tax reasons, moving to a more attractive jurisdiction instead of having to wind up and transfer assets to a new entity.
The United Arab Emirates ("UAE") has positioned itself as a prime international business center with numerous benefits for companies wishing to relocate there, namely: an advantageous tax regime, access to the English jurisprudence, excellent connectivity, a stable currency, world class logistic facilities, international recognition, a large pool of qualified professionals, political stability and security.
Why re-domicile to the UAE?
- Zero corporate tax regime;
- Flexible control and regulations;
- Access to the English jurisprudence;
- Full repatriation of capital and profit;
- Availability of different corporate vehicles;
- Stable currency and economy;
- Geographically well-situated and easy access to different financial centers;
- Greater assets protections through DIFC Will and Foundations;
- Access to a number of local and international banks;
- Ability to acquire real estate in UAE Freehold areas.
Foreign companies can re-domicile to UAE as free zone companies (e.g. DMCC Free Zone Company), as offshore companies (e.g. RAKICC International Company) and as Common Law vehicles (e.g. DIFC Company) depending on their requirements.
Dubai Multi Commodities Centre ("DMCC")
DMCC has implemented the process and regulations for Transfer of Incorporation (migration of companies) to DMCC from other jurisdictions, including locally based free zones, provided that their regulations permit such transfer. Corporate migration to DMCC means relocating your entity to one of the best free zones in the UAE.
A non-DMCC entity can re-domicile to DMCC by applying for continuation and same will be approved upon satisfaction of the due diligence process of DMCC. The non-DMCC company will have to be in good standing and not subject to any on-going investigation or sanction in its home jurisdiction or other free zones and also comply with the DMCC company regulations.
There are several reasons to join the DMCC Free Zone, of which the most compelling are:
- An attractive free zone well known for its reputation, location, costs and infrastructure;
- A community of over 13,000 companies;
- Thrice crowned 'Global Free Zone of the Year' by the Financial Times;
- 0% tax on income and profits (guaranteed for a period of 50 years);
- 100% business ownership and capital repatriation;
- Access to UAE Double Taxation Avoidance Agreements; and
- License for a full range of business activities.
RAK International Corporate Centre ("RAK ICC")
The RAK International Corporate Centre allows companies /enterprises incorporated in other offshore jurisdictions to migrate to its jurisdiction. Offshore companies, if authorised by the laws of the jurisdiction in which they are incorporated, can apply for continuation as a company in RAKICC. There are approximately 57 countries which allow the migration of offshore companies.
Reasons to join the RAK ICC are:
- 100% corporate tax exemption;
- 100% capital and profit repatriation;
- No mandatory filing of audited financials;
- No public access to corporate registers;
- Rapid share transfer process;
- Company setup in 5 to 7 working days;
- Dubai address, provided by ONEWORLD MIDEAST LIMITED (DUBAI BRANCH), as Registered Agent;
- Shares may be covered under the DIFC Will;
- Foreign Trusts and Foundations can be shareholders.
Dubai International Financial Centre ("DIFC")
The Dubai International Financial Centre is recognised as the leading financial centre in the Middle East, Africa and South Asia region. The DIFC free zone is distinct from other free zones in the UAE. The distinctive character of DIFC is underscored by the fact that it has its own court, with independent regulations abiding by a Common Law framework.
Reasons to migrate to DIFC include:
- Access to laws and courts (including arbitration system) based on English Common Law;
- Access to DIFC Will and Probate Registry;
- Availability of a large pool of multicultural skilled professionals;
- Access to a recognised and international stock exchange with primary and secondary listings of debt and equity instruments;
- Choice of a large number of regulated, non-regulated and financial activities licences;
- Access to state-of-the-art infrastructure and world-class entertainment facilities;
- A platform to access regional wealth and investment opportunities.
In an era where traditional offshore jurisdictions are reviewing their laws or even phasing out the offshore regime, UAE presents a real choice for company migration, with each option having its own advantages which can suit your specific business requirements. Companies also have the option of migrating their businesses out of the UAE when necessary. Several free zones and offshore centers in UAE have updated their regulations, embedding re-domiciliation provisions and making the migration process to UAE very smooth.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.