Redomiciling is a legal process which allows a company to transfer its country of registration from one jurisdiction to another, while maintaining the same legal entity. This redomiciling or legal continuation enables the company to move jurisdiction while maintaining all of its history and track records.
A company which is incorporated outside ADGM may apply for continuance in ADGM if it is authorised by the law of the jurisdiction under which it is incorporated and it is permitted by its constitutional documents.
Key Considerations
The redomiciling process is complex, time consuming and expensive. In most cases, clients will opt to form a new company in ADGM rather than completing the redomiciling process. However, for companies with long histories, complicated structures and substantial assets, the redomiciling process may be preferred. In making this decision, clients should consider:
Nexus: the existing company must be able to show a connection with the GCC either through holding an asset in the GCC or having at least 25% of its shares held by shareholders resident in the GCC.
Authorised Signatory: every ADGM company must appoint an Authorised Signatory who is a GCC National or UAE Resident. Nominee services can be provided by Clara subject to certain conditions.
Legal Opinion: a legal opinion confirming the existing company's ability to redomicile must be submitted to ADGM with the application. Legal counsel will need to be engaged early in the process.
Cost: there are substantial costs to consider:
ADGM continuation application fee: USD 7,500
ADGM registration fee: USD 1,900
Clara service fees: USD 1,995
Excluded from these costs are the legal counsel fees, any exit fees payable to the registered agent or government in the country where the company is currently registered
Process
Step 1: Information & Documents | We will need to collect the information and documents from you about the existing company, its assets, its Directors and Shareholders. You will need to obtain documents from the registered agent of your existing company, including certified constitutional documents. |
Step 2: Engagement | Our engagement letter and invoice will be issued. Payment must be made in advance of work commencing. |
Step 3: Legal Counsel & Registered Agent | Legal counsel in the country your entity is currently registered should be engaged for the purpose of providing a legal opinion that the company can continue into ADGM. The registered agent in the original country of incorporation should be informed to discuss the steps to discontinue from the current place of registration. You will manage these discussions. |
Step 4: Resolutions & Documents | Clara will prepare the following for your review prior to sending via DocuSign for electronic signature:
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Step 5: ADGM Submission | Once we have received all KYC (Step 1), the Legal Counsel letter (Step 2) and the Resolutions and Documents are signed (Step 4), Clara will submit the continuance application to ADGM. |
Step 6: Original Jurisdiction Submission | You will provide the provisional approval letter to your agent in the country of the original incorporation and they will file the local de-registration application. A discontinuance certificate will be issued which you must provide to us on the same day it is issued so that we can file this with ADGM immediately. |
Step 7: Finalisation | Discontinuance certificate submitted to ADGM. Continuance is then finalised and new commercial licence is issued. |