Company redomiciliation

Redomiciliation moves a company between registers without ending it. The same entity leaves one register and appears on another, under a new governing law. That is why the question is never only where you are going.

Two permissions have to exist at once. The register you join must accept a foreign entity of your kind, and the law you leave must authorise the departure. Each of the receiving registers below writes the second half into its own rules: an application is admissible only if the home jurisdiction allows the company to make it.

What decides the choice

• The entity type. A register takes some legal forms and not others, and it asks what the company will look like once its constitution is rewritten.
• The activity and the regulator. Regulated work needs a separate authorisation on the receiving side, and it is granted apart from the move.
• The state of the company. An entity in liquidation, an insolvent one, or one with a receiver appointed is refused — and it makes no difference in which country that happened.
• The way out. A register that prices a departure as well as an arrival leaves you the same freedom you used to arrive.

Official fees at the receiving register

Both registers publish the arrival and the departure in one schedule, and at each of them the two lines carry the same amount. The registrar's fee is one line of the budget: notarisation, legalisation and certified translation of the pack are counted separately, and the register you leave charges its own.

What sets the calendar

No register publishes a time for the move end to end, because most of it happens on the side you are leaving. Three published rules do fix parts of it, and they are the parts that expire.

• A directors' statement of solvency has to be signed no more than fourteen days before the application reaches the registrar, and it looks twelve months ahead from the day it is signed.
• A letter of no objection from the authority you are leaving is part of the application pack, and its date is set by that authority.
• Leaving Abu Dhabi Global Market later means notice to every creditor at least thirty-one days before the filing, published once in a national newspaper; a creditor then has thirty days to object and may ask the court to stop it.

The two countries in brief

United Arab Emirates

Four registers write their own continuation rules — Abu Dhabi Global Market, the DIFC, DMCC and the Ras Al Khaimah international corporate centre, whose foundation rules cover an arrival, a departure and a company turning into a foundation — and a company chooses between them by activity, office and regulator.

On the mainland, Article 15 bis of the federal law introduced a continuation mechanism of its own, but as drafted it covers moves inside the country — between emirates, and between the mainland and a free zone — and its implementing regulations have not been issued. Whether it opens a direct onshore route for a foreign company is exactly what those regulations have to answer, so for now the mainland is a direction to watch rather than a procedure to file under. The outgoing continuance in the former country, the certificate of good standing and the tax clearance are each paid for separately.

Cyprus

Continuation runs through the companies registrar under the Companies Law, in two stages with a hard deadline between them for proving the exit from the former register.

Sources: fees — Registration Authority Overview of Fees and the Company Services Table of Fees; conditions, solvency and creditor notice — sections 100–114 of the Companies Regulations 2020; the no-objection letter — clause 18 of the DMCCA Company Regulations.