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Continuation of a British Virgin Islands (BVI) Company in Dubai Multi Commodities Centre (DMCC), Dubai, UAE. Procedure of jurisdiction change

Redomiciliation (continuation) of a company means changing its country of incorporation, while keeping all existing business relations. For a company to continue in another jurisdiction, redomiciliation must be allowed by the national legislation of the country where the company is incorporated and by its Memorandum and Articles of Association. By no means all countries permit redomiciliation. For example, the United Kingdom does not have such provisions in its law, thus making it impossible to transfer companies from/to this country.

The Emirate of Dubai is located on the Arabian Peninsula, in the south of the Persian Gulf. Among the seven emirates that make up the UAE, it is the most populated one and second largest after Abu Dhabi. Dubai has more than 20 free zones.

DMCC Free Zone offers the possibility of registering Dubai onshore (free zone) companies that can operate both within and outside the UAE. Such companies are granted a licence (special authorization from the Emirate’s Authority) according to the type of activity that they will be engaged in. Establishing a free zone company implies the possibility of obtaining residence visas for shareholders/employees, as well as their families, which is an indisputable advantage.

Major advantages of doing business in the UAE

Stable banking system;

Ability to work with US dollars;

Quick company registration;

Ability to create substance in the country of registration;

Ability to obtain residence visas for the company’s shareholders and employees.

A company can redomicile to DMCC subject to the following conditions:

  1. The company’s intended business activity (or activities) must fall within DMCC’s Approved List of Activities.
  2. The company’s shares must only be of one class, in accordance with the DMCC Regulations. Different classes of shares are not permitted.
  3. The company’s share capital must adhere to DMCC’s share capital requirements as prescribed in the Regulations. DMCC companies are required to have a minimum share capital of AED 50 000. The issued share capital with which the company proposes to be registered must be in AED and be divided into a fixed number of shares.
  4. The minimum value of shares should be 1 000 or multiples of 1 000. During the redomiciliation, the company can neither reduce the total share capital value nor change the shareholding structure. The minimum share capital requirements may vary according to the business activity.
  5. The company’s Memorandum and Articles of Association, and other constitutive documents must not conflict with the DMCC Regulations. In cases of conflict, the DMCC Regulations will prevail and the company will be required to make necessary amendments to its corporate documents.
  6. Redomiciliation to DMCC is not generally permitted for offshore companies. However, offshore companies which have been operational for more than 2 years and can submit audited financial statements are allowed to redomicile to DMCC.

Types of Activities and Licences

DMCC has 3 types of licence:

Service licence – allows the holder to provide the type of services specified in the licence.

Examples of service licences: business consulting, marketing consulting, project consulting, IT consulting, etc.

Trading licence – allows the holder to import, export, sell, distribute and store goods specified in the licence.

Examples of trading licences: general trading, e-commerce, trading in certain types of goods: 3 to 5 types.

Industrial licence – allows the holder to import raw materials for production, processing and/or assembly of specified products. Finished products can be exported outside the UAE.

Examples of industrial licences: processing licence, assembly licence, packaging licence, production licence.

Some licences require approval from the relevant regulator: for example, a number of production licences require approval by the UAE Environment and Protected Areas Authority or a specific ministry.

Company Structure

DMCC has the following requirements for the structure of companies:


The director can be an individual over 21 years of age. There are no requirements as to the residence of the director. A corporate director can only be appointed subject to the Registrar’s approval.

The minimum number of directors is 1, the maximum number is not set.

The details of directors are not accessible to public.


The secretary can be either an individual (over 21 years of age) or a legal entity. There are no requirements as to the residence of the secretary.

The maximum number is 1 and it can be the same person as director.

The details of the secretary are not accessible to public.


The manager can only be an individual over 21 years of age. There are no requirements as to the residence of the manager. It can be the same person as director/shareholder.

The details of managers are not accessible to public.


Both individuals and legal entities can be shareholders. There are no residence requirements.

DMCC does not require a company to necessarily have a local shareholder in its structure.

The details of shareholders are not accessible to public.

Share Capital

The standard minimum share capital of a DMCC company is AED 50 000; however, some types of licences may require a higher share capital.

The share capital must be paid into the company’s bank account in the UAE within 3 weeks of issue of the company’s licence. It can be subsequently withdrawn at any time.

Bearer shares are not permitted.

The capital can be denominated in UAE Dirhams (AED) only.

Registered Office

The company and the Free Zone authority make an office lease agreement; the address of such office is considered the official registered office address of the company.

DMCC offers various office packages depending on the needs of clients in terms of type and number of licences, number of visas, the need for substance and placement in the Free Zone: from flexi desk (a separate room or workstation in first-class business centres) to warehouses.

Step-by-Step Guide to Continuation of a BVI Company as DMCC Company

1. Obtaining pre-approval from DMCC for the possible redomiciliation of a company

Required documents
(only copies are required at this stage)
Know Your Customer (KYC) form for each shareholder / director / manager / secretary / legal representative (for each signatory)
An online template will be generated by the system for filling in and signing.
Business plan
It is only necessary for certain activities as per DMCC’s Approved List of Activities. An online template will be generated by the system for filling in and signing.
Company profile
An introduction to the non-DMCC company’s business which includes an overview of the company:
- business creation history;
- management structure/team;
- nature of business;
- products and services offered; and
- office location.
Proof of residential address in the country of residence for each shareholder / director / manager / secretary / legal representative (for each signatory)
Any of the below may be provided:
- valid tenancy contract,
- utility bill (not older than 6 months),
- bank/lawyer’s reference letter (not older than 6 months).
Current company documents
Certificate of Incorporation, Memorandum and Articles of Association.
(UAE) consultant’s appointment letter
Power of attorney
An attested power of attorney would be required if any shareholder / director / manager / secretary / legal representative / other signatory wishes to delegate his authority or powers to other parties.
Passport (and visa with Emirates ID if holding a UAE residence visa) for each shareholder / director / manager / secretary / legal representative (for each signatory)

Pre-approval can take approximately from 5 to 10 working days to get and is valid for 90 days from the date of issue

2. Preparing in the BVI a set of company documents required for the change of jurisdiction:

  • Shareholders Resolution to redomicile the company;
  • Letter of instruction from the ultimate beneficial owner;
  • Letters of notification to the creditors and members of the intention to redomicile the company;
  • Publication in the Gazette (local official newspaper) of notice of intent to redomicile the company;
  • Filing of a notice with the BVI Registrar that the publication has been made and all necessary notifications have been sent out;
  • Certificate of Incorporation issued in the BVI (notarized duplicate[1]);
  • Memorandum and Articles of Association filed with the BVI Registrar (notarized duplicate[2]);
  • Certificate of Good Standing issued in the BVI, not older than 3 months (original);
  • Certificate of Incumbency issued in the BVI, not older than 3 months (original);
  • Special Certificate to notify the BVI Registrar.

3. Preparing and filing a set of documents in the UAE:

(originals are required at this stage)
I. Specimen signature form for each shareholder / director / manager / secretary / legal representative (for each signatory)
Signed in the presence of a DMCC representative or notarized by a notary public.
II. Passport of each shareholder / director / manager / secretary / legal representative (each signatory) and visa (if holding a UAE residence visa)
Originals to be seen by a DMCC representative or copies notarized by a notary public.
III. Shareholder Resolution / Board Resolution
An online template will be generated by the system to be signed in the presence of a DMCC representative or notarized and attested by the UAE Embassy or Consulate in the country of origin (or by any Arab Embassy if a UAE Embassy or Consulate is not available).
IV. Bank/Accountant’s reference letter
Original (not older than 6 months).
V. New Memorandum and Articles of Association
This is a system generated document to be signed on each page in the presence of a DMCC representative or notarized by a notary public.
VI. Office lease agreement
Lease agreement (tenancy contract):
- valid for at least 1 year from the date of submission;
- must mention the full unit details (unit number, tower name and area size) and lease details (start date, expiry date and rent amount);
- if property is a joint purchase, all landlords’ names and signatures are required on the lease agreement.

It will also be necessary to sign a number of internal forms and declarations for the Free Zone.

Obtaining a licence can take approximately from 3 to 5 working days. Upon completion, DMCC will issue:

  • Certificate of Continuance;
  • Personnel Secondment Agreement;
  • Trade licence;
  • Share certificate;
  • Online announcement of the transfer of the company to the DMCC Free Zone;
  • Letter of request to the regulating authority in the jurisdiction where the non-DMCC company was incorporated for the delivery of the company’s original legal documents to DMCC within 30 days.

After obtaining a licence and signing an office lease agreement, the company must submit the following documents to the Free Zone (within 90 days):

I. Sample company letterhead with a seal
Original specimen letterhead of the company with the company seal on it.
II. Letter appointing an independent auditor
A letter addressed by an independent auditor to DMCC, confirming their appointment by the non-DMCC company (now DMCC company). From the date that the non-DMCC company’s records are transferred, the financial year end should not be more than 18 months ago or within 6 months. The letter must be on the audit firm’s letterhead, signed and sealed. Original required. The independent auditor must provide evidence of their accreditation.
III. Share certificate
With company seal. Copy required.
IV. If the share capital is below AED 500 000, proof of deposit of funds will be required
Any of the below may be provided:
- Bank share capital deposit letter;
- Bank statement reflecting the deposited amount (sealed). Original required.
V. Original company documents from the previous registering authority

4. For the completion of redomiciliation (“discontinuation”), it is necessary to submit to the BVI Registrar copies of documents certified by the UAE registered agent.

5. Obtaining from the BVI Registrar a Certificate of Discontinuance that confirms the striking off of the company from the BVI Register. The Registrar also publishes the striking off of the company in the Gazette (local official newspaper) to notify third parties that the company has ceased to exist in the BVI Register.

The overall time to redomicile a company to DMCC, UAE, is 2 months on average.

Subsequent Administration of the Company

IMPORTANT: companies registered in UAE free zones are exempt from capital gains tax, property tax and other taxes, except corporate tax and VAT.

Corporate Tax

From 1 June 2023, the UAE introduced a federal corporate tax. Free zone companies may be subject to both the standard rate of corporate tax (9%) and a zero rate. The application of a particular rate depends on a number of factors such as the company’s income, the types of its activities (whether they are excluded or qualifying, or not), counterparties, whether the company maintains adequate economic substance in the UAE, and other aspects.

In order to understand which corporate tax rate (9% or 0%) applies to your company, we recommend that you seek advice from our specialists.


From 1 January 2018, the UAE introduced a Value Added Tax.

VAT as a general consumption tax applies to all transactions with goods and services unless such transaction is exempted or taxed at 0% rate.

The standard VAT rate in the UAE is 5%.

There is no obligation to register for VAT unless sales turnover within the country exceeds the registration threshold, which is AED 375 000 (~ USD 100 000) in the UAE.

Registration as a VAT taxpayer is required in the following cases:

  • there is reason to believe that the taxable turnover in the next 30 days will exceed the registration threshold (for example, a contract has been made);
  • at the end of the month, the taxable turnover for the previous 12 months actually exceeded the registration threshold;
  • the company receives services to be included in the return using the reverse charge method, in excess of the registration threshold.

It is possible to initiate a voluntary registration after exceeding the threshold of taxable transactions in the amount of AED 187 500 (~ USD 50 000).
Registration with the UAE Federal Tax Administration and allocation of the company’s Tax Reference Number (TRN) takes 20 business days, on average.

Upon registration with the Federal Tax Administration and allocation of the VAT number, a company must quarterly (or monthly in the case of annual turnover exceeding AED 150 000 000 (~ USD 40 830 900)) prepare and file a VAT return, and pay the resulting VAT within 28 days of the VAT period end.

Before registering a company, we recommend that you consult a specialist of the non-resident audit department and a tax adviser to assess the company’s tax burden and discuss subsequent administration of the company.

Financial Statements and Audit

Every company registered in DMCC Free Zone must keep accounting records sufficient to confirm its financial position and reflecting up-to-date information about the assets and liabilities of the company.

It is also necessary to prepare annual financial statements of the company and have them audited.

The company’s first accounting period begins on the date of incorporation and lasts at least 6 months but not more than 18 months. Every subsequent accounting period lasts exactly 12 months from the end-date of the previous period.

At each reporting date, company directors must prepare financial statements of the company, including auditor’s report, and present them to the annual general meeting within three months of the financial year-end.


A company must annually renew its licence, by paying a relevant fee, and its lease agreement.

The company’s renewal date is the anniversary of the issue of the licence. To avoid penalties, payment must be made 2 weeks before the renewal date. In the case of late payment, the Free Zone authority reserves the right to charge fines, as well as suspend the licence.

The company renewal costs include renewal of the office lease agreement and of the licence. Upon renewal, an updated licence is issued.

Visa Application

The UAE does not have such concept as a residence permit. The UAE migration rules require the issuance of residence visas which in practice are similar to a residence permit.

The main ways to obtain residence visas are:

  • based on owning a UAE onshore company – investor visa;
  • by making an employment contract with a UAE onshore company – work visa;
  • by investing in real estate in the UAE.

The number of residence visas depends on the business package chosen during the registration or redomiciliation of a company.

Both an investor visa and a work visa are normally issued for 2 years. Upon expiration, a visa can be renewed.

The application for residence visas includes the following steps (a visa can only be applied for after the registration / completion of redomiciliation of a company):

  1. Opening an Establishment Card – 3 - 5 days. This document is necessary for the company to be able to apply for residence visas in the future.
  2. Submitting documents for a residence visa and obtaining an Entry Permit (permission to enter the country) – 5 - 7 days. To obtain a residence visa, an individual must enter the UAE with an Entry Permit. Once the Entry Permit has been received (it is sent by email), one can plan their trip to the UAE. The Entry Permit is valid for 60 days. If at the time of issuing of Entry Permit the applicant is already in the UAE, then in order to complete the issuance of a residence visa without leaving and re-entering the country, it is necessary to change the status of the visa. The service of changing the status of a visa is provided upon request and is subject to additional charges.
  3. Visiting the UAE to obtain a residence visa – in most cases, a visa can be obtained within 5 working days. The applicant needs to: undergo a medical examination (blood test and chest X-ray); submit biometric data (retina and fingerprints scan). After receiving a passport with a residence visa inserted into it, one can leave the country.
  4. Obtaining a resident’s ID card - ID Emirates. The card is issued a few days after the issuance of a visa. Personal presence is not required to receive it.
IMPORTANT: One is not required to reside in the UAE permanently, but a residence visa will be cancelled if one stays outside the UAE for more than 6 months (the requirement to enter the country at least once every 6 months does not apply to holders of ‘golden’ visas issued for investment in real estate).


Fees (USD)[4]
Supporting the company’s redomiciliation from the BVI, including preparation of a set of documents to change the jurisdiction to DMCC, UAE (outgoing part)
3 400[5]
BVI government fees for redomiciliation (including the obtaining of a Certificate of Discontinuance in the BVI)
2 750
Filing the change of the company’s status with BVI BOSS System
Publication in a BVI local newspaper
Supporting the company’s redomiciliation to the UAE, including the government fee for redomiciliation (incoming part)
3 200
Obtaining from the free zone pre-approval for the company’s redomiciliation (not including government fees)
2 000
The first year of administration of a DMCC company, including a licence, flexi desk office rent, and E-channel registration[6]
This fee is applicable in the case of a company with:
- a single shareholder;
- type of licence – service;
- office – flexi desk
Other options are available upon request
19 200
E-channel deposit (refundable, returned in the case of licence revocation)
AED 5 000 / USD 1 370
Obtaining a residence visa
(cost of one visa – investor visa*) including:
- payment of all government fees (Entry Permit, Medical Fitness Report & Emirates ID, Visa Stamping on the Passport);
- preparing, executing and agreeing the necessary documentation with the migration authority;
- accompanying the client to a medical clinic for medical examination;
- accompanying the client to the Federal Migration Service for fingerprinting and biometrics;
- submitting to the migration authority documents for issuing and stamping a visa;
- filing an application for and obtaining a resident’s card;
- selecting an insurance company for medical insurance (if required);
- transport expenses
4 200
Renewal of a residence visa
(cost of one visa – investor visa*)
Renewal of a residence visa (investor visa is issued for 2 years) requires taking the same actions and paying the same fees as upon initial application
4 200
Compliance fee
Payable in the cases of:
- renewal of a company;
- liquidation of a company;
- transfer out of a company;
- issue of a power of attorney to a new attorney;
- change of director / manager / shareholder / beneficial owner, except the change to a nominee director / shareholder;
- signing of documents.
350 (standard rate, includes the check of 1 individual),
+ 150 for each additional individual (director, shareholder, or beneficial owner) or legal entity (director or shareholder) if such legal entity is administered by GSL,
+ 200 for each additional legal entity (director or shareholder) if such legal entity is not administered by GSL,
450 (rate for high-risk companies, includes the check of 1 individual),
100 (signing of documents).
Keeping the company’s accounting records
Maintaining a systematic archive of company documents and providing them to the client upon request
200 / hour
Preparing financial statements, conducting an audit, and submitting financial statements to the Free Zone authorities
400 / hour [7]
Tax advice on VAT and other matters
from 300 / hour
VAT registration
1 500
Preparing and submitting VAT returns
200 / hour

* In the case of applying for or renewing 2 or more visas, please check the fee with a GSL consultant.

[1] For a company administered by GSL Law & Consulting, a copy can be certified by the registered agent.

[2] For a company administered by GSL Law & Consulting, a copy can be certified by the registered agent.

[3] The fees are valid as at January 2024.

[4] 5% VAT may be added to the fees for services provided in the UAE.

[5] The fee is indicative. The final cost of company redomiciliation to DMCC, UAE, and preparation of the necessary set of documents depend on the policies and requirements of the registered agent that administers the company in the country of incorporation.

[6] The cost of the package may vary depending on the number of shareholders, type of licence, and size of office (office size dictates how many residence visas a company can have).

[7] The fees for preparing financial statements and conducting an audit are charged based on the time spent at hourly rates ranging from USD 100 to USD 400 (depending on the type of work and qualification of a specialist involved), but are not less than USD 1 900 – fees for audited financial statements with a minimum number of transactions.

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