"Relocating the company" usually means building a new one in the UAE and moving the business into it piece by piece. Very little transfers by itself. Contracts need the other party's consent, intellectual property needs re-registration, staff need visas, data needs a lawful basis to move, and the home-country tax authority wants to know what happened to the value that left. Below is what moves, how, and in what order.
Redomiciliation or a new entity
Some free zones allow a foreign company to continue into the UAE as the same legal person, subject to the law of the departing jurisdiction permitting it. Where it works, it preserves contracts, bank history and IP ownership without assignment. Where it does not — and for many jurisdictions it does not — the route is a new UAE entity and a transfer of the business. We check the option for the specific source jurisdiction and zone before assuming either.
What moves and how
- Customer and supplier contracts — by novation or assignment, which usually needs the counterparty's signature; change-of-control and anti-assignment clauses are read first
- Intellectual property — trademarks are territorial and are filed in the UAE; ownership is transferred by written assignment at a defensible price, because both tax authorities will ask
- Employees — new employment under UAE law with residence visas sponsored by the company; the number depends on the zone and the premises
- Data — customer and employee data moved under the rules of the departing jurisdiction and, in DIFC or ADGM, the centre's own data protection regime
- Bank relationships — a new account under full onboarding; the departing bank's history helps as reference but does not transfer
- Assets and equipment — physical import with customs and VAT at entry
The order that works
- Map the home-country consequences: exit charges on assets or shares, treatment of the old company, the founder's own residence position.
- Choose the UAE form and zone from real revenue streams, not from price lists: mainland or free zone, which zone, which activity codes.
- Incorporate, license, open the bank account, and set up corporate tax registration with the FTA — the late-registration penalty is AED 10,000, and it applies from day one.
- Move one pilot contract and watch it work end to end: novation, payment, bank, invoicing, VAT.
- Move the rest as counterparties sign.
- Close or repurpose the old company properly. An abandoned entity follows the founder around.
Substance is not optional
A UAE company managed from the old country is exposed on two fronts: the old country may treat it as resident there by place of management, and a free zone company will fail the Qualifying Free Zone Person substance test, which means 9% on all taxable income that is not qualifying income, from the first dirham. Decisions taken in the UAE, staff on the UAE payroll, an office that is actually used: these are what make the relocation real in the eyes of both authorities. If the founders intend to stay at home and run the UAE entity by video call, the structure should be designed for that honestly rather than pretending otherwise.
Tax flows after the move
Payments between the old company and the new one — royalties for IP, service fees, dividends — follow the treaty between the two countries where one exists. Russia's treaty with the UAE applies from 1 January 2026 with 10% withholding on dividends, interest and royalties; Spain's has been in force since 2007 and Italy's since 1997. Transfer pricing applies on the UAE side to related-party dealings, with documentation above thresholds we confirm on the current date.
A realistic timeline
Incorporation and licensing: weeks. Bank onboarding: confirmed bank by bank, and often the longest single item. Full migration of revenue: months, paced by counterparties signing novations and by the old bank, the new bank and suppliers each doing their own review. A plan that ends "by quarter end" is a plan to miss quarter end. The pilot contract is the honest schedule.
Where relocations go wrong
- Assigning contracts without reading the anti-assignment clause
- Using the old trademark in the UAE without a filing or an assignment
- Moving all revenue at once and discovering every problem on the same day
- Leaving the old company unfiled and unliquidated
- Running the new company from abroad and losing both the substance argument and the free zone rate
What we need from you
The current structure and revenue map, the key contracts with their assignment terms, the IP register, the team to be relocated, the data flows, and a candid answer to where management will actually sit. From that we build the migration plan with sequence and dependencies.
Frequently asked questions
Can the company keep its name and history?
Where redomiciliation is available, largely yes. Otherwise the UAE entity is new, and history transfers only through references and documents.
Do employees' service years carry over?
Not automatically. UAE employment is a new contract under UAE law; anything carried over is agreed contractually.
How long does it take?
Weeks to incorporate, months to migrate. The pace is set by counterparties and banks, not by the lawyer.
This is a general framework, not legal advice. UAE law changes, and procedures differ between emirates and free zones. We review each situation individually.