The owner of a group with a BVI holding company came to us with one task: move the structure to the UAE without taking it apart. The company had live contracts with two European counterparties, a credit line, a court dispute still in progress and an eight-year history that its bank cared about. “Close it there and open a new one here” meant re-signing every contract, going through compliance again from zero, and losing that history.
Redomiciliation to ADGM solves exactly this problem. The legal entity does not dissolve and a new one is not created — it continues to exist, only changing the jurisdiction where it is registered. Assets, liabilities, contracts and court proceedings stay with the same company. This is stated directly in ADGM’s regulations, not something you infer from practice.
Below: who can move and who can’t, which blockers trigger automatically, what documents you’ll need to gather in the home jurisdiction, and how we run this kind of project.
How continuance differs from starting a new company
The procedure is called continuance and is governed by the ADGM Companies Regulations 2020, Part 7, sections 100–116. The company files an application with the Registrar and receives a certificate of continuance.
The effects are set out in section 107, and this is the whole point of the exercise. From the moment the certificate is issued, all property and rights that belonged to the company immediately before that moment become property and rights of the ADGM company. It carries all criminal and civil liabilities, all contracts, debts and other duties it had before the certificate. Every legal proceeding, by or against the company, continues with the ADGM company as the party.
The difference from winding up and re-registering is fundamental. With continuance, there is no need to novate contracts, re-title assets or rebuild relationships with counterparties — the party to the contract never changed. Under the regulations, a certificate of continuance is conclusive evidence that the company is registered in ADGM and that every requirement has been met.
The company’s original registration date carries over as part of its history — and for a bank, an investor or a tender committee, that sometimes matters more than the jurisdiction itself.
Who can move, and who can’t
There is one baseline condition, checked first: the law of the jurisdiction where the company is currently registered must allow it to apply for outward continuance. The ADGM Registrar requires proof, typically a legal opinion from the home jurisdiction.
ADGM’s own brochure names examples of jurisdictions that permit outward migration — the British Virgin Islands, the Cayman Islands, Jersey and Guernsey — and adds “amongst others.” The list is open-ended, and each country is assessed on its own.
Next come the blockers set out in section 101. They apply strictly: if even one is triggered, the application cannot be filed.
Table 1 — When continuance is not possible
| Circumstance | Comment |
|---|---|
| Liquidation or winding-up proceedings | At any stage |
| Company is insolvent | As of the application date |
| A receiver, manager or administrator is appointed | By court order or otherwise |
| A subsisting arrangement with a creditor | Unless approved by the Registrar |
| An unresolved court application pending | For liquidation, insolvency, or appointment of an administrator |
Two rules deserve special mention. First, the regulations state plainly that the jurisdiction where the winding up, the appointment or the court application is taking place is immaterial — you cannot hide the proceeding in a third country. Second, a company with unlimited liability of its members can only continue into ADGM as an unlimited company; changing form along the way is not an option.
So the first thing we do is check the company against this list and look at what is happening in its home jurisdiction. If a blocker exists, we discuss how to clear it or propose a different route.
How the transfer works
The work breaks into six steps, and most of the effort sits not with ADGM but with the home jurisdiction.
- Eligibility check: does the home jurisdiction’s law allow outward migration, are there any blockers, and which form the company will continue as.
- Work in the home jurisdiction: a legal opinion on the company’s authority to move, a certificate of good standing, fresh certified copies of the constitutional documents, and confirmation that registration there will cease once the ADGM certificate is issued.
- Corporate resolutions: a special resolution of the shareholders to apply for continuance and to adopt the new articles, and a board resolution to register in ADGM and appoint signatories, directors and a secretary.
- Solvency statements: signed by every current director, with every incoming director confirming they see nothing untrue in them.
- Filing the application together with the new ADGM articles, an office lease, and documents on signatories, directors, shareholders and beneficial owners.
- Receiving the certificate of continuance and setting up ongoing service: registers, tax registration, moving the banking relationship.
There is a separate fork at step one, depending on whether the business is regulated. If it falls under financial services regulation, the application must be accompanied by the ADGM regulator’s in-principle approval, obtained before the continuance filing goes in. Non-regulated companies only need a short business plan alongside the application. Getting the order wrong is costly here: without the in-principle approval, the application simply is not reviewed.
On timing, we’ll be direct. ADGM does not publish an official processing time for continuance applications — unlike standard incorporation, where the FAQ gives a benchmark. The real length of a project is set not by ADGM but by how quickly documents come through from the home jurisdiction: in some jurisdictions, a legal opinion and a certificate of good standing take weeks to produce.
Documents: where the timeline usually slips
The document set is large, and part of it has a shelf life. The certificate of registration, current articles and register of members from the home jurisdiction must be certified copies no older than three months. Documents in a foreign language need a certified English translation.
One particular trap is the solvency statement. Under the regulations, it must be made no more than fourteen days before the application is filed with the Registrar. If the rest of the package takes a while to assemble, the statement can “go stale” and needs re-signing. We schedule the project so this document is signed last.
Another document people underestimate: confirmation from the home jurisdiction that the interests of the company’s members and creditors will not be unfairly prejudiced by the move. The Registrar reviews it closely — it isn’t a formality, it’s how they confirm the company isn’t walking away from someone’s claim. If the company has significant creditors, this needs preparing well in advance.
The legal opinion confirming the company is authorised under its home jurisdiction’s law to make the application also takes time and a local lawyer. We either work with your existing counsel in the home jurisdiction or source one.
Treat the whole package seriously for one more reason: the regulations impose liability for knowingly providing false information in a continuance application, and it is not a token fine.
What our work covers
We run the project on both sides, not just the ADGM filing.
Checking eligibility for continuance and screening for blockers. Coordinating with counsel in the home jurisdiction on the legal opinion and certificates. Preparing the corporate resolutions and solvency statements. Drafting the new ADGM articles. Assembling and certifying the package, including translations. Filing and following the application through to the certificate of continuance. Setting up corporate service, corporate tax registration, and supporting the banking process.
We do not publish pricing, and that’s deliberate. Cost depends on the home jurisdiction, the number of shareholders and directors, whether a legal opinion and translations are needed, the form chosen, and whether a corporate service provider is required. We put together a quote once we’ve completed the initial eligibility check.
Tell us where your company is registered — we’ll check whether its jurisdiction permits continuance and give you a realistic timeline.
Which form you can continue as
The ADGM regulations don’t limit continuance to a single form. A certificate of continuance can state that the company continues as a public company, a private company limited by shares, a private company limited by guarantee, a restricted scope company, or an unlimited company.
Table 2 — Forms and what to weigh
| Form | When it’s chosen |
|---|---|
| Private company limited by shares | The default for an operating business or a holding company |
| Restricted Scope Company | Family or group structures wanting a closed register |
| Company limited by guarantee | Non-profit and membership structures |
| Unlimited company | Only if that was already the company’s form in its previous jurisdiction |
There is also a separate scenario: continuance combined with licensing the company as an SPV. ADGM’s Registration Authority has provided for it explicitly, with its own checklist. This layers on the SPV regime’s requirements: you confirm a UAE nexus under the Registration Authority’s policy, submit documents on the target asset, and appoint a licensed corporate service provider.
Continuance into ADGM isn’t limited to companies, either. The foundations regulations contain their own migration chapter: a foreign foundation can register as an ADGM foundation if its charter and the law of its home jurisdiction allow it, with a mirror set of insolvency and liquidation blockers. For partnerships and LLPs, we found no continuance mechanism in the ADGM regulations — those structures need a different route in.
What happens after continuance
Table 3 — What changes and what stays the same
| Element | After continuance |
|---|---|
| Legal entity | The same one; it does not cease |
| Assets and rights | Pass automatically, no re-titling |
| Contracts and debts | Stay with the company |
| Court proceedings | Continue with the company as the party |
| Constitutional documents | New articles under ADGM law |
Registration in the previous jurisdiction ceases the moment the certificate is issued — a condition that is confirmed before the application is even filed. The ADGM Registrar also sends a copy of the certificate to the authority in the previous jurisdiction, so you don’t need a separate, lengthy closing process there.
From that point on, it’s ordinary ADGM company life: articles under ADGM law, reporting under its rules, UAE corporate tax and registration with the tax authority. Exactly when the tax clock starts, and how assets are treated as of the transfer date, is something we work through for the specific case — general guidance found online tends to fall short here. It’s also worth checking exit tax exposure in the home jurisdiction: in many jurisdictions, migration is treated as a disposal of assets.
If you ever need to leave ADGM
The exit procedure is equally well defined, and that’s an argument in ADGM’s favour: the jurisdiction doesn’t lock you in.
Leaving requires a special resolution of the members, and a separate resolution for each class if there’s more than one. Creditors are notified in writing no less than thirty-one days before the application is filed, a notice is published in a national newspaper, and there are thirty days for objections; a creditor who objects can apply to the court if they believe their interests are unfairly prejudiced. A member who didn’t vote for the exit can also apply to the court, within thirty days.
The Registrar grants permission on condition that the law of the new jurisdiction produces the same effects: assets pass across, liabilities are preserved, and court proceedings continue. The permission itself carries a further obligation: the company must tell the Registrar the date on which continuance takes effect in the new jurisdiction and hand over a certified copy of the document confirming it continues there. Only then does ADGM registration cease.
Where to start
Redomiciliation to ADGM is a project where ADGM is usually the most predictable party. The complexity and the timeline come from the home jurisdiction: whether it allows the exit, how fast it issues documents, and what tax consequences the migration triggers there.
Tell us your company’s jurisdiction and its current form. We’ll check whether continuance is possible, build a timeline that covers both sides, prepare the documents, and carry the project through to the certificate of continuance, tax registration and working banking.
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Disclaimer. This material is informational and does not replace legal or tax advice. References to the ADGM regulations reflect the official versions in force at the time of publication; rules and subsidiary legislation are updated regularly. Verify the eligibility of any transfer and the tax consequences in both the home jurisdiction and the UAE for your own situation before making decisions.
Information current as of September 2026.
