ADGM

Redomiciling a Company Into ADGM (Continuation)

2026-04-08 · 6 min read · By Aureus Worldwide

Moving a company to a new jurisdiction does not have to mean closing it down and starting again. Through redomiciliation into ADGM, formally called continuation, an existing foreign company can transfer its registration to the Abu Dhabi Global Market and carry on as an ADGM company, keeping the same legal identity, assets, contracts and corporate history. This guide explains what continuation into ADGM involves, which companies are eligible, how the process works, and the tax and practical questions to weigh before you move.

What redomiciliation (continuation) means

Redomiciliation is the transfer of a company's place of registration from one jurisdiction to another without creating a new legal entity. The company is not dissolved in its old home and re-incorporated in ADGM; instead, the same corporate person continues its existence under ADGM law. ADGM's Companies Regulations provide for this through a continuance mechanism administered by the ADGM Registration Authority, and it works in both directions, companies can continue into ADGM and, subject to conditions, out of it again.

The practical significance is large. Because the entity survives the move, its bank accounts, supplier and customer contracts, intellectual property, licences, employee relationships and litigation all carry across without the need to novate or reassign them one by one.

Why redomicile into ADGM

Companies choose to continue into ADGM for reasons that a fresh incorporation cannot deliver:

• Preserve corporate history, the original incorporation date, track record and credit history stay intact, which matters to banks, investors and counterparties.
• Move into English common law, ADGM applies English common law directly, with the independent ADGM Courts behind it, a framework international parties trust.
• Consolidate a group in the UAE, a holding or headquarters company can relocate to the region while keeping the structure beneath it unchanged.
• Avoid the friction of asset transfers, no need to re-paper contracts, retitle assets or reopen banking relationships from scratch.
• Access ADGM's regimes, from holding companies and SPVs to foundations and funds.

For offshore companies in particular, continuing into ADGM can be a way to bring a vehicle onshore into a credible, common-law environment. Our ADGM company setup guide gives the wider context on the jurisdiction.

Which companies can continue into ADGM

Eligibility turns on both the home jurisdiction and the company itself. The key conditions are typically:

• The home jurisdiction must permit it. The company's existing law must allow outward continuation or transfer of domicile. Not every jurisdiction does, so this is the first thing to confirm.
• The company must be solvent. Directors generally need to declare that the company can meet its debts as they fall due.
• Members must authorise the move, usually by a special resolution or equivalent under the company's current constitution.
• Good standing. The company must provide evidence, commonly a certificate of good standing, that it is properly registered and up to date in its home jurisdiction.
• No prejudice to creditors. The process protects creditors, and notice or consent may be required.
• ADGM-compliant constitution. The company must adopt articles of association that comply with ADGM's Companies Regulations.

Because the precise documentary requirements are set by the Registration Authority and can change, confirm the current checklist before committing.

The continuation process

While every case differs, continuing a company into ADGM broadly follows these steps:

1. Confirm eligibility, check that the home jurisdiction permits outward continuation and that the company qualifies.
2. Obtain internal approvals, pass the members' resolution and the directors' solvency declaration.
3. Prepare documents, a certificate of good standing, existing constitutional documents, and new ADGM-compliant articles.
4. Apply to the Registration Authority, submit the continuation application with the supporting evidence and know-your-customer information.
5. Receive provisional or conditional approval and satisfy any conditions ADGM sets.
6. Deregister in the home jurisdiction, the company is struck off or discharged from its former register once ADGM is ready to issue its certificate.
7. Receive the certificate of continuation, from that point the company is an ADGM company and must meet ADGM's ongoing compliance obligations.

The sequencing between the two registries matters: the home deregistration and the ADGM continuation need to dovetail so there is no gap in the company's existence.

What is preserved, and what changes

It is worth being precise about what continuation does and does not alter.

In short, the company is the same entity wearing a new legal jacket. That is exactly why redomiciliation is attractive where preserving continuity is the goal.

Continuing out of ADGM

Continuation is a two-way door. An ADGM company can also transfer its domicile out of ADGM to another jurisdiction that accepts it, subject to being solvent, in good standing, and having settled its ADGM obligations. This flexibility reassures groups that a move into ADGM is not a one-way commitment, and it is a point in ADGM's favour when comparing jurisdictions.

Tax, substance and practical considerations

Redomiciliation is not only a corporate exercise; it has real tax and operational consequences:

• UAE Corporate Tax. Once continued into ADGM, the company falls within the scope of UAE Corporate Tax. It may be able to access the 0% qualifying free zone person rate on qualifying income with substance, or otherwise pay 9% above AED 375,000, take tax advice on your specific facts.
• Exit taxes abroad. The departing jurisdiction may impose exit charges or have its own conditions, so advice in the home country is as important as advice in ADGM.
• Economic substance. Depending on the company's activities, ADGM substance and the UAE Economic Substance regime may be relevant.
• Banking and counterparties. Although relationships carry across, banks and major counterparties will usually want to be notified and to refresh their records.
• Continuity of accounts. Keeping the accounting records consistent across the move avoids confusion in the first post-continuation financial statements, see our accounting service.

Redomiciliation versus the alternatives

If your aim is simply to have a UAE entity, incorporating a new company can be quicker. But where you need to keep the existing company alive, for its contracts, licences, banking or track record, continuation is usually the better route, because a new company would force you to transfer everything across. It is also worth distinguishing ADGM from offshore continuation: a company can equally continue into RAK ICC, but that is an offshore registrar suited to private holding and asset protection, whereas ADGM offers a common-law financial-centre environment with its own courts. The right destination depends on what the company is for.

How Aureus Worldwide can help

Aureus Worldwide is a Dubai-based accounting, tax and compliance firm that supports companies through the financial and administrative side of redomiciling into ADGM. Working through our company formation and DIFC and ADGM teams and alongside a licensed ADGM company service provider, we help coordinate the documentation, ensure the accounting carries across cleanly, and get the entity registered for Corporate Tax and VAT so it starts life in ADGM fully compliant. We are not a law firm and not an ADGM-registered auditor, so the legal continuation opinions sit with your counsel and any audit is handled by a licensed partner. To explore continuing your company into ADGM, contact us.

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