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Redomiciliation of a company from the BVI to the free zone Abu Dhabi Global Market (ADGM), UAE. Procedure of change of jurisdiction

The procedure of redomiciliation of a company consists in a change of the country of incorporation while retaining all existing business relations. The national legislation of the country where the company is incorporated as well as its Memorandum and Articles of Association must permit the transfer of a company to another jurisdiction. Not nearly all countries allow redomiciliation. For instance, Great Britain does not have such provisions in its legislation, which makes transfer of companies from/to this country impossible.

The Emirate of Abu Dhabi is located in the Arabian Peninsula in the south of the Persian Gulf. Among seven emirates that are part of the UAE, it is the largest emirate. There are several free zones in the territory of Abu Dhabi.

The free zone Abu Dhabi Global Market (ADGM) is one of the two so-called “financial” free zones in the UAE. Its distinguishing feature is the direct use of rules of English law in the local legislation and local judges who know how to apply those rules. Companies incorporated in ADGM may conduct business both in (within ADGM) and outside the UAE. Such companies obtain a license (special permit from the Administration of the emirate) in accordance with the kind of activity they will engage in. Transfer of a company to the free zone implies the possibility to obtain resident visas for the company’s employees and their family members, which is an undoubted advantage.

Main advantages of conducting business in the UAE

  • Stable banking system
  • Possibility to work with US dollars
  • Quick company incorporation
  • Possibility to create substance in the country of incorporation
  • Possibility to obtain resident visas for shareholders and/or employees of the company

Redomiciliation of a company to ADGM is possible if the following conditions are met:

  1. Proposed kinds of activity of the company are on the approved list of activities of ADGM.
  2. If the company has different classes of shares, differences between them must be stated in the articles of association or a special resolution passed by 2 / 3 of shareholders (law of ADGM allows different classes of shares in a company).
  3. The authorized capital of the company must meet the license requirements. There are no requirements for private companies with non-financial licenses regarding the amount of the authorized capital, but in the free zone there are requirements regarding the authorized capital set for certain kinds of activity (for example, holding, trust management, brokerage) and forms of incorporation (PLC, PJSC)[1].
  4. The memorandum and articles of association and internal regulations of the company must not contradict rules and regulations adopted in ADGM. In the case of contradictions, the rules of ADGM shall prevail, and the company will have to make necessary changes to its corporate documents to remove discrepancies.
  5. The company is not in the process of liquidation, is not bankrupt, no official receiver has been appointed for its property, the company does not have open court proceedings with creditors, and no statement of claim (or other statement) has been filed against the company to declare it bankrupt or to start the liquidation procedure.

Kinds of activity and licenses

In ADGM, there are licenses for 3 categories of activities:

  • Financial activities – a license is issued in respect of a specified list of activities that require approval of the financial authority of the free zone. Financial licenses, in turn, are classified into 7 subcategories depending on the specific activity.

Examples of financial activities: banking and its constituents, insurance, trust management, payment processing, investment.

  • Non-financial activities – a license is issued in respect of a wide range of activities that do not require permit of the financial regulator. Only B2B[2] activities are allowed.

Examples of non-financial activities: trade, production, provision of services.

  • Retail activities – a license is issued in respect of a wide range of activities aimed at interaction with consumers (B2C[3] activities).

Examples of retail activities: trade, production, provision of services.


ADGM imposes the following company structure requirements:


An individual aged 18 or older or a legal entity may be a director. No requirements have been set regarding director’s residency. At least one director of a company must be an individual.

The minimum number of directors is 1 (for PLC, it is 2), the maximum number is not set.

Directors’ information is not available to the public.


A private company is not required to have a secretary. A PLC must have a secretary.

An individual aged 18 or older or a legal entity may be a secretary. No requirements have been set regarding secretary’s residency.

The number of secretaries is not limited.

Secretary’s information is not available to the public.


Individuals and legal entities are allowed, with no requirements regarding their residency. ADGM does not require a company to have a local shareholder.

Shareholders’ information is not available to the public.

Authorized Signatory

A company must have an authorized signatory in ADGM. Only an individual who is a citizen of one of the countries of the Cooperation Council for the Arab States of the Gulf (GCC: Bahrain, Qatar, Kuwait, the UAE, Oman, and Saudi Arabia) or a resident of the UAE may act as an authorized signatory.

Appointing one authorized signatory is sufficient (when appointing more than one authorized signatory, at least one of them must be a citizen of a GCC country or a resident of the UAE).

The authorized signatory acts as the company’s representative before the ADGM authorities and has their name stated in the license.

Authorized capital

The authorized capital must be denominated in US dollars (USD). Confirmation of payment of the authorized capital is not required.

No standard minimum amount of the authorized capital of a private company has been set by the law in ADGM. The authorized capital of a private company must be divided into shares with no par value.

The minimum amount of the authorized capital of a public company is USD 50 000.

A company may issue shares of different classes. Issue of bearer shares is not allowed.

Registered office

Before a company is incorporated, its founders must provide the free zone with a contract of lease of an office in ADGM. The address of the office will be deemed the company’s registered address.

In ADGM, there are several providers with whom an office lease contract can be entered into. However, a company’s address must be in the territory of ADGM. Providers offer different office options: from a coworking space to a full-fledged office. The necessary area of the leased office will be determined based on the proposed license of the company and proposed number of employees of the company in the UAE.

Procedure of redomiciliation of a company from the BVI to ADGM

1. The company makes a decision to redomicile to ADGM. The following documents are prepared on this stage:

  • Resolution of director stating that the company is solvent and there is no reasonable ground to believe that the company will cease to be solvent at the time of filing a redomiciliation application as well as that no public agency or court has been filed with an application to liquidate or to dissolve the company, the company’s bankruptcy petition or an application for appointment of an official receiver for the company’s property;
  • Resolution of director or shareholders (depending on the articles of association of the company) to appoint:
    • a person authorized to sign documents on behalf of the company in connection with the establishment of a company in ADGM,
    • a person authorized to sign documents on all issues after the establishment of a company in ADGM;

a relevant power of attorney may also be issued by this resolution;

  • Resolution of a special meeting of shareholders
    • to authorize continuation of activity in ADGM and
    • to approve the new articles of association of the company in accordance with ADGM law;
  • If the company has more than one class of shares, a resolution of a special meeting of holders of each class of shares passed at a separate meeting of holders of each class of shares is also required. Notices of meetings of shareholders must be enclosed with a copy or resume of the proposed application for redomiciliation to ADGM and must also state that any shareholder of the company who is against redomiciliation may within 30 days apply to court for a ruling based on the fact that the proposed continuation of activity will unfairly infringe upon his/her interests;
  • Letter of instruction from the company’s ultimate beneficial owner authorizing redomiciliation.

2. Publication of a notice of the company’s redomiciliation in a local newspaper (stating the jurisdiction where the company will be redomiciled). A relevant notice must also be sent to each creditor and member of the company personally at least 14 days before filing the application for redomiciliation, since creditors and members should have an opportunity to object to the company’s redomiciliation.

3. Filing a notice with the Registrar in the BVI of the fact that a publication in a local newspaper has been made and all necessary notices have been sent out.

4. Obtaining in the BVI documents necessary for redomiciliation:

  • Certificate of Incorporation issued in the BVI (a copy that will have to be legalized in the UAE consulate);
  • Memorandum and Articles of Association entered in the register in the BVI (a copy that will have to be legalized in the UAE consulate);
  • Certificate of Good Standing issued in the BVI, not older than 6 months (original);
  • Certificate of Incumbency issued in the BVI, not older than 6 months (original);
  • Special Certificate in order to notify the Registrar in the BVI (original).

A Legal Opinion shall also be ordered in the BVI confirming that the company, according to its own law, may apply for redomiciliation[4].

5. Lease of an office for the company in ADGM.

By the time the redomiciliation application is filed, the company must have at least a confirmed reservation of an office in the territory of ADGM.

6. Filing a form of reservation of the company’s name in ADGM and application for the company’s redomiciliation to ADGM.

The following documents shall be enclosed with the application:

  • All the documents from steps 1 – 4;
  • Filled out know-your-client (KYC) form for each shareholder / director / manager / secretary / legal representative / each authorized signatory;
  • Copies of passport, UAE Visa / Emirates ID (if any), document proving residential address, and CV for each shareholder / director / manager / secretary / legal representative / each authorized signatory;
  • Copies of all share certificates of the company;
  • Business plan and general information on the company’s activity (history of creation of the business, management structure / managerial personnel, kinds of activity, offered goods and services, management’s location, development plan, reasons for redomiciliation to ADGM).

7. Payment of the redomiciliation fee (after the free zone’s approval).

8. Determination of suitable kinds of activity of the company in accordance with the ADGM classifier and issue of a commercial license to the company.

Upon the completion of redomiciliation ADGM issues a Certificate of Continuance.

9. ADGM sends to the Registrar in the BVI a written notice of continuation of the company’s activity in ADGM with a set of necessary documents.

10. In order to finalize the redomiciliation procedure (discontinuation) the company must file copies of documents certified by the Administration of the free zone with the Registrar of Companies in the BVI.

11. Obtaining a Certificate of Discontinuance from the Registrar of Companies in the BVI, which confirms that the company has been struck off from the Register in the BVI. The Registrar also publishes information on the company’s strike-off from the Register in a local newspaper to notify third parties of the termination of the company’s existence in the BVI.

The total period required to redomiciliate a company to ADGM on average is about 6 months. But it is worth noting that the stated period is relevant if all the above conditions are met.

Subsequent work with 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.


On 1 January 2018, the UAE introduced value-added tax (VAT).

VAT, as a general consumption tax, applies to all transactions with goods and services unless such transaction is exempt from taxes or taxed at the rate of 0%.

The standard VAT rate in the UAE is 5%.

There is no obligation to register for VAT purposes while the turnover in the territory of the country is below the registration threshold, which in the UAE is AED 375 000 (~ USD 100 000).

Registering as a VAT payer is compulsory in the following cases:

  • there is reason to believe that during the following 30 days taxable turnover will exceed the registration threshold (for example a contract is entered into);
  • at the end of the month taxable turnover for the preceding 12 months actually exceeded the registration threshold;
  • the company receives services that are subject to inclusion in accounts under the reverse charge and that are worth over the registration threshold.

Voluntary registration is also possible after the taxable transactions threshold of AED 187 500 (~ USD 50 000) has been exceeded.

Registration with the Federal Tax Authority of the UAE and obtaining a Tax Reference Number (TRN) for the company take at least 20 workdays.

After the registration with the Federal Tax Authority and obtaining a VAT payer number, the company must quarterly (and if its annual turnover exceeds AED 150 000 000 (~ USD 40 830 900)), then monthly) prepare and file a VAT return, and pay arising VAT within 28 days after the end of the VAT period.

Audit and accounts

Every company incorporated in ADGM must keep accounting records sufficient to confirm its financial position and containing up-to-date information on the assets and liabilities of the company. It is also necessary to annually prepare the company’s financial statements and undergo audit. Accounts of the following are exempt from audit:

  • companies classified as small enterprises (a company is classified as small if its proceeds are under USD 13 500 000 and the average headcount of employees is under 35);
  • subsidiaries if the parent company is established in accordance with the law of Abu Dhabi Global Market;
  • dormant companies.

The first reporting period of a company starts at its incorporation and lasts 6 to 18 months. Each subsequent reporting period lasts exactly 12 months from the date of the end of the previous reporting period.

For each reporting date, directors of the company must prepare financial statements of the company, including an auditor’s opinion (exceptions are stated above), and present them at an annual general meeting within 3 months of the end of the financial year.

Before starting the incorporation of a company, we recommend receiving consultation from a specialist of the non-resident audit department and tax specialist to determine tax burden of the company and discuss issues of further administration of the company.

PLCs allowed to be listed are imposed with additional requirements regarding audit and disclosure of financially important information. When planning to list shares of an ADGM company on exchanges of the UAE (ADX, DFM, NASDAQ-Dubai) or foreign exchanges, we recommend receiving consultation from a relevant specialist of GSL and a specialist of the non-resident audit department.


A company must annually renew its license (by paying the relevant fee) and lease contract.

The company’s renewal date is the date of issue of the license. In order to avoid penalties, the payment should be made 2 weeks before the renewal date. In the case of late payment, the Administration of the free zone reserves the right to impose penalties and suspend the license.

The cost of renewal of a company includes renewal of the office lease contract and renewal of the license. Upon renewal a renewed license is issued.

Obtaining a visa

In the UAE, there is no such thing as residence permit. The migration rules of the UAE imply issue of resident visas, which are practically an analogue to a residence permit.

A resident visa may be obtained with regard to an ADGM company on the basis of entering into an employment contract with the company (work visa).

The number of resident visas depends on the business package chosen at the incorporation / redomiciliation of the company.

A work visa is issued for 2 years. Upon expiration, a visa may be renewed.

The procedure of obtaining resident visas is as follows (one may start obtaining a visa only after the company has been incorporated / the company’s redomiciliation has been finalized):

1. Obtaining an Establishment Card (opening the migration file of the company) – 3 to 5 days.

This document is necessary to enable the company to apply for resident visas in the future.

2. Submission of documents for a resident visa and obtaining an Entry Permit – 5 to 7 days.

To obtain a resident visa it is necessary to enter the UAE on an Entry Permit. If at the time of issue of an Entry Permit the applicant is already in the UAE, then in order to complete the procedure of obtaining a resident visa without leaving and reentering the country, the status of the visa must be changed. The service of changing the status of a visa is provided on request and paid separately.

3. Visiting the UAE to obtain a resident visa – in most cases a visa may be obtained within 5 workdays.

The applicant must:

  • undergo medical examinations (blood test and fluorography);
  • give biometric data (retina scan and fingerprints).

Once the passport with a resident visa in it is received, the country may be left.

4. Obtaining a resident’s Emirates ID.

The card is issued a few days after the issue of the visa. Personal presence is not required to receive it.

Moreover, medical insurance is required to obtain a resident visa (the average cost of a non-nominal medical insurance policy starts at AED 6 000 per year).

IMPORTANT: Permanent residency in the UAE is not required; however, a resident visa will be cancelled in the case of absence from the UAE for over 6 months.

The cost of obtaining a resident visa in ADGM is USD 4 200. For further information on the procedure of obtaining it, contact your consultant at GSL.


Fees (USD)[7]
Assistance in the procedure of redomiciliation of a company (served by GSL) from the BVI, including preparation of set of documents for change of jurisdiction to ADGM, UAE (outward part)
3 400[8]
State duties in the BVI paid at redomiciliation (including obtaining a Certificate of Discontinuance in the BVI)
2 750
Publication of a notice in a local newspaper in the BVI
Registration of change of a company’s status in the BOSS system in the BVI
Assistance in the procedure of redomiciliation of a company to ADGM (inward part)
4 500
State duties paid at redomiciliation to ADGM:
- for reservation of a company name;
- for filing a redomiciliation application;
- for redomiciliation.
from 8 050
State duties for the issue of a license for the first year and office lease expenses, including:
- office lease for 1 year;
- license issue fee;
- cost of the license itself.
The cost of services is stated for:
- sole shareholder;
- non-financial license;
- coworking office.
Other options are available on request.
from 24 400
Annual renewal of a company, including:
- communication with state authorities on all issues of the company;
- maintenance of the company’s portal in the free zone and in migration;
- monitoring the law for changes, and notification in respect of changes and the need to adjust the company’s activity / structure;
- monitoring the deadlines and making payments for the company’s renewal and office lease contract;
- mail service (picking up / handing over documents and other correspondence).
The stated cost does NOT include state duties charged by the free zone for the renewal of a license; they shall be paid according to the invoice sent by the free zone.
4 500
Obtaining a resident visa
(the expenses are stated for one work visa), including:
- payment of all state fees (Entry Permit, Medical Fitness Report & Emirates ID, Visa Stamping on the Passport);
- services in preparation and execution of necessary documents and getting them approved by the migration service;
- escort on a trip to the clinic for medical examinations;
- escort on a trip to the Federal Migration Service to give fingerprints and biometrics;
- services in filing documents with the migration service to obtain and stamp a visa;
- services in filing an application and obtaining a resident’s card;
- services in selection of an insurance company to get medical insurance (if necessary);
- transport costs.
4 200
Renewal of a resident visa
(the expenses are stated for one visa)
Renewal of a resident visa (work visa is issued for 2 years) implies the same actions and expenses as the initial obtaining of the visa
4 200
Compliance fee
Paid in case of:
- company’s renewal;
- company’s liquidation;
- transfer to another agent;
- issue of a power of attorney for a new attorney;
- change of director / authorized person / shareholder / beneficiary, except for a change to a nominee director / shareholder;
- signing of documents.
350 (standard fee – includes check of 1 individual)
+ 150 for each additional individual (director, shareholder or beneficiary) or legal entity (director or shareholder) if legal entity is served by GSL
+ 200 for each additional legal entity (director or shareholder) if legal entity is not served by GSL
450 (check for High Risk companies, including check of 1 individual)
100 (signing of documents)
Keeping accounting records of the company’s business
Systematic archiving of the company’s documents and provision thereof to the client on request
200 / hour
Preparation of financial statements, audit of the company’s business and filing of financial statements with the authorities of the free zone
400 / hour[9]
Tax consultation on VAT and other issues
from 300 / hour
Registration of a company for VAT purposes
1 500
Preparation and filing of VAT returns
200 / hour

[1] PLC – Public Limited Company, PJSC – Public Joint Stock Company

[2] B2B – Business to Business.

[3] B2C – Business to Consumer.

[4] Preparation of a Legal Opinion is charged for separately depending on the details of a specific company. The approximate cost starts at USD 1 000.

[5] Mainland is the part of the UAE beyond the borders of free zones.

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

[7] A 5% VAT may be added to the cost of services provided in the UAE.

[8] The basic cost of services is stated. The final assessment of the cost of services in the redomiciliation of a company to ADGM and preparation of the necessary set of documents depends on the policy and requirements of the registered agent that serves the BVI company.

[9] The cost of preparation of financial statements and audit of the company’s business is determined based on time spent on work at the rate of USD 100 to USD 400 per hour (depending on the type of work and qualifications of the specialist involved); it is at least USD 2 200– the cost of audit of statements with the minimum number of transactions.

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