Holding Company Re-domiciliation to the DIFC or ADGM

The Dubai International Financial Centre (DIFC) in Dubai and Abu Dhabi Global Market (ADGM) in Abu Dhabi are two UAE free zones with their own company rules. Each has a legal route, generally called re-domiciliation, by which a company incorporated elsewhere moves its registration there and continues as a DIFC or ADGM company. The company stays the same legal entity, and no new company is formed. The DIFC texts call the move a transfer of incorporation and the result a continuation; the ADGM texts call it continuance.

This guide covers holding companies: the conditions, the documents, the registry fees and what happens to the old registration. Foundations follow their own rules, which our guide to moving a foundation covers.

Key Takeaways

• In the DIFC and in ADGM, a company incorporated elsewhere can continue as a DIFC or ADGM company and stays the same legal entity.
• The DIFC and ADGM both accept the move only if the company's home law allows it, and both ask for evidence.
• In both, the company keeps its property and rights, stays liable for its debts, and legal proceedings started before the move carry on.
• The DIFC and ADGM registry fees are government fees only; provider fees, office or lease costs, legal opinions and other costs come on top.

What does re-domiciliation mean for a holding company?

For a holding company, re-domiciliation means moving the structure you already have instead of starting again with a new company.

Same company, new home

The company that applies is not replaced by a new one; only its registration moves.

When another guide fits better

• If the structure you want to move is a foundation, our guide to foundation continuation covers it.
• If the company is incorporated in the United Kingdom, our guide to moving a UK company to Dubai covers that case.
• If you would rather form a new holding company, our page on holding companies is the place to start.

Before you begin: can the company move?

In both the DIFC and ADGM, the home law must allow the move and the company must be solvent, which means it can pay its debts.

The home law must allow it

The DIFC accepts an application to continue only if the law of the jurisdiction where the company is incorporated authorises the move. The company gives the DIFC's Registrar of Companies evidence of this.

ADGM sets the same condition. A company incorporated outside ADGM may apply for continuance only if its home law authorises the application, and it gives ADGM's Registrar evidence of this.

The evidence can be a legal opinion. The DIFC's transfer checklist for Prescribed Companies (a DIFC company type), dated 18 November 2024, asks for one where the home jurisdiction gives no consent of its own.

The company must be solvent

For the DIFC, before the company applies, its directors (or its secretary or officers) file a declaration that the company is solvent, that there is no reasonable prospect of it becoming insolvent at the time of the application, and that no court application has been made to wind it up, declare it insolvent or appoint a receiver.

ADGM bars an application for continuance if any of these applies to the company, wherever it takes place:

• it is being wound up or is in liquidation;
• it is insolvent;
• it has a receiver, manager or administrator over any of its property;
• it has a compromise with its creditors in force that the Registrar has not approved;
• it faces a pending court application for any of these.

For ADGM, each director also signs a statement of solvency: having made full inquiry, the director reasonably believes the company can pay its debts as they fall due when the certificate of continuance is issued. ADGM publishes a template for this statement.

Under the ADGM Companies Regulations, the statement also covers the 12 months after signing, not only the day the certificate of continuance is issued. It must also be signed by each person who will be a director after the move and made no more than 14 days before the application. A director who signs it without reasonable grounds is liable to a fine.

Further conditions apply to some types of company: in ADGM, to a company whose members have unlimited liability, and in the DIFC, to a regulated firm or a fund. This guide does not cover those cases.

The DIFC route

In the DIFC, a holding company can continue in one of two forms, each with its own registry fee.

Prescribed Company or private company

Since 24 July 2026 any applicant may continue a holding company in the DIFC as a Prescribed Company, provided its home law allows the move. Our separate article explains who can form a DIFC Prescribed Company in more detail.

An application to continue a Prescribed Company is made on the DIFC Registrar's form.

A holding company can also continue in the DIFC as an ordinary private company rather than a Prescribed Company.

The corporate service provider

In the DIFC, for a Prescribed Company that is not exempt, a corporate service provider lodges the documents and pays the fees for its continuation, and the company's registered office is the provider's office. Under the DIFC's Prescribed Company Regulations, a Prescribed Company must appoint a provider unless it is exempt.

Under the same Regulations, a company is exempt when its controller is a Registered Person, an Authorised Firm, a Government Entity or a Publicly Listed Entity; our DIFC Prescribed Company guide explains these terms.

The Regulations require the provider to be a company services provider registered with the Dubai Financial Services Authority.

Documents for the DIFC

For a private company, the DIFC Companies Law and Companies Regulations list what an application to continue must include, and a Prescribed Company files the same documents:

• articles of continuation that bring the company's constitution into line with DIFC law;
• certified copies of the certificate of incorporation and of the constitution;
• evidence that the home law permits the move and that all home consents have been obtained;
• evidence that the company meets the requirements for a private (or public) company;
• the fee;
• a certified English translation of any document in another language;
• the last audited accounts filed in the home jurisdiction, or other accounts to the Registrar's satisfaction.

Under the DIFC Companies Law, the application is executed under seal, signed by an officer of the company and verified by an affidavit or a similar sworn statement of the person who signs it.

For a Prescribed Company, the DIFC's transfer checklist of 18 November 2024 also asks for:

• evidence that all home consents have been obtained or, where the home jurisdiction gives none, a legal opinion;
• a board or shareholder resolution authorising the transfer and naming the signatories;
• the proposed articles of continuation;
• the constitutional documents, certified as a true copy;
• a letter from the company confirming that its founding documents and home law do not prevent the move and that it has met all relevant requirements;
• a directors' certificate of solvency and a certificate of good standing or a similar document.

The same checklist of 18 November 2024 also asks for background on the company, a fit and proper questionnaire and evidence of the source of funds: three months of bank statements of the individuals who fund the company, or two years of financial statements of a company that funds it.

The checklist predates the 24 July 2026 rule change, so this guide does not use its eligibility section.

From application to certificate in the DIFC

The DIFC process runs in this order:

1. an initial approval application through the DIFC portal;
2. a registration application with the articles of continuation and the registered address;
3. the additional documents.

Once the DIFC Registrar approves, it issues a certificate of continuation, enters the company on the public register and gives it a registered number.

The DIFC Registrar may also refuse a certificate of continuation. Under the DIFC Companies Law, that refusal is final, cannot be appealed and need not give reasons.