Legal and Regulatory Framework

• Legal framework supports cross-border activities.
• 100% foreign ownership permitted.
• No restriction on foreign talent or employees.
• No restrictions on capital repatriation.

Tax Benefits

• 0% corporate tax, subject to certain qualifications.
• Zero tax on employee income.

Counterparty Confidence

• Highly regarded, independent regulator.
• Independent, English-speaking, common law judicial system.
• Distinct from the wider UAE legal system.
• Risk-based regulatory approach.

Diverse Ecosystem

• Central to regional deal-making.
• High concentration of international firms, investment funds, wealth management firms, banks, and financial institutions.
• World-class regional and international law and auditing firms, and other professional services.
• The largest fund domicile in the region.

Geographic Epicentre

• Management offices, holding companies and family offices sit closer to the assets they own or manage.
• The Middle East, Africa and South Asia (MEASA) region is increasingly the centre of gravity for the global economy.
• Dubai plays a central role in growing South-South trade, principally between Asia and Africa.
• Well-positioned to harness the potential of emerging markets.

Where Are Businesses Typically Redomiciling From?

The clients asking about re-domiciliation are rarely doing so out of the blue. Most are moving away from a structure that made sense five or ten years ago and has since become a source of friction — usually with a bank, an investor, or an auditor.

BVI and Cayman structures are the most common source. Both remain legitimate, but economic substance rules, expanded reporting obligations and more aggressive bank compliance checks have made the ongoing administration of a pure offshore holding company noticeably heavier than it used to be, and banks increasingly ask harder questions about structures domiciled there with no operating rationale. Jersey and Guernsey companies move for broadly similar reasons. RAK ICC and other UAE-adjacent registries sometimes redomicile into DIFC specifically to pick up the institutional signalling and court system that a lighter-touch registry doesn't carry.

In every case, the DIFC's proposition is the same: keep the entity, its history and its contracts intact, and move the domicile to a common-law, court-backed centre with lower ongoing friction than where it currently sits.

Can a Foreign SPV Redomicile to the DIFC?

Yes. Subject to meeting the applicable legal requirements, an SPV incorporated outside the UAE may apply to continue into the DIFC.

To qualify, the company should generally satisfy the following conditions:

• The laws of its existing jurisdiction permit outward continuation. This varies by jurisdiction — BVI, Cayman, Jersey, Guernsey and most other common-law offshore centres generally do, but this should always be confirmed with counsel in the originating jurisdiction before relying on it.
• Shareholders approve the re-domiciliation.
• The company is solvent.
• The company satisfies the eligibility requirements for registration as a DIFC SPV.
• All applicable due diligence and compliance requirements are fulfilled.

The last of these conditions is where the 2026 reforms make the most practical difference. Previously, a redomiciling company had to satisfy the same GCC nexus or Qualifying Purpose test as a new incorporation — so a foreign SPV with no GCC connection and no aviation, maritime, IP, crowdfunding or structured financing purpose simply could not redomicile into a SPV at all. From 24 July 2026, that test no longer applies to the destination vehicle. Any foreign SPV can now redomicile into a DIFC SPV as a passive holding structure, provided it appoints a CSP unless it qualifies as Exempt.

The DIFC Registrar of Companies will review each application on its merits.

Key Considerations Before Redomiciling

Before commencing the continuation process, businesses should consider:

• Whether their existing jurisdiction allows outward continuation, and what that jurisdiction requires in parallel — some registries require a formal deregistration or strike-off application to run alongside the DIFC continuation application, rather than automatically afterward.
• Tax implications in both jurisdictions, including any exit tax or deemed disposal rules in the originating jurisdiction.
• Regulatory approvals that may be required, particularly where the SPV holds regulated assets or sits beneath a regulated fund or manager.
• Banking relationships and notification requirements — most banks require formal notice of a change in domicile, and some will re-run KYC as though onboarding a new client.
• Any ongoing litigation or insolvency proceedings, since these typically need to be disclosed and may affect eligibility.

Obtaining legal and tax advice in both the originating jurisdiction and the DIFC is strongly recommended before starting the process.

The re-domiciliation Process

The continuation process generally involves the following steps:

1. Submit the registration application.

2. Receive the Initial Approval.

3. Payment and e-signing of constitutional documents.

4. Obtain the Licence and Certificate of Continuation.

Mandatory Appointment of a CSP