Redomiciling your company into ADGM

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:
1. ADGM continuation application fee: USD 7,500
2. ADGM registration fee: USD 1,900
3. 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: Business Plan describing the purpose and structure of the company Directors' Solvency Certificate which must be signed by the Directors no more than 14 days before the application is submitted to ADGM Special Shareholders' Resolution approving the continuation application and adopting the Articles of Association (these will either be the ADGM Model Articles or you will need to engage legal counsel familiar with ADGM Regulations to convert your BVI Articles to ADGM compliant Articles). Board resolution of the corporate shareholders to approve the continuation application (if the BVI entity has corporate shareholders). Consent to Act and Fit & Proper forms to be signed by the Directors and Authorised SIgnatory. Nominee arrangement documents. Corporate Service Provider (CSP) appointment document confirming the company's appointment of Clara as its CSP once it has continued into ADGM. Consent to use Clara's registered office address which will be signed by Clara.
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. ADGM will review and either request additional information or issue a letter providing its provisional approval for the continuance application.
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.

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