In Brief

1. Redomiciliation (continuation) allows a company to change its jurisdiction of incorporation while preserving its legal identity, contracts, and asset ownership — no liquidation, no re-signing of agreements.

2. RAK ICC accepts inward continuations from jurisdictions including the BVI, Cayman Islands, and Seychelles, issuing a Certificate of Continuation that references the original date of incorporation.

3. Unlike liquidation, redomiciliation generally does not trigger a taxable event in the departing jurisdiction, though founders should take advice specific to their home country's tax treatment.

redomiciliation · BVI · Cayman · RAK ICC · continuation · corporate migration

Why traditional offshore structures face pressure

Jurisdictions that were once standard choices for holding companies — the British Virgin Islands, Cayman Islands, and Seychelles — are under sustained pressure from several directions. The OECD's Pillar Two framework, which introduced a 15% global minimum tax for large multinationals, has changed the risk profile of zero-tax jurisdictions. The Common Reporting Standard (CRS) and Automatic Exchange of Information (AEOI) have removed much of the informational advantage these jurisdictions once provided. At the practical level, founders holding Caribbean-registered entities are facing account closures by correspondent banks, refusals from European counterparts to process invoices from perceived tax havens, and rising costs of maintaining economic substance on a remote island. The response from many entrepreneurs is to close the old entity and start fresh in the UAE. But for an established business, liquidation is destructive: it can trigger capital gains tax, terminate long-standing contracts, and erase years of corporate history.

What redomiciliation is and why it matters

Redomiciliation — also called continuation — is a legal process that allows a company to change its place of incorporation from one jurisdiction to another while retaining its legal personality. The entity that was incorporated in the BVI in 2010 becomes the same entity domiciled in RAK ICC in 2026. It doesn't die and get reborn; it moves. This distinction has three important consequences. The company's corporate history is preserved: the Certificate of Continuation issued by RAK ICC will reference the original date of incorporation. For banking due diligence and investor relations, an entity established in 2010 carries more credibility than one formed last month. Asset ownership continues uninterrupted — no transfer of title occurs, so intellectual property, real estate holdings, and subsidiary shares remain in the same corporate wrapper without triggering change-of-control clauses or transfer taxes. And existing contracts remain binding; the company provides a Notice of Continuation to clients, suppliers, and employees rather than re-executing hundreds of agreements.

Why RAK ICC as the destination

The UAE's position on the OECD's white list and its established Corporate Tax framework under Federal Decree-Law No. 47 of 2022 provide the regulatory credibility that traditional offshore jurisdictions are losing. RAK ICC specifically has emerged as a preferred destination for inward continuations because it combines a well-tested company registry with a private shareholder register and competitive annual fees. From a banking perspective, an RAK ICC entity is a UAE-resident juridical person. It holds a UAE address and can obtain a Tax Registration Number (TRN). For banks conducting AML assessments, the entity moves from the 'high-risk offshore' category to 'UAE-domiciled' — a substantially different risk classification. Combined with the Premium Product structure (pairing the RAK ICC entity with a RAKEZ subsidiary for physical substance), the redomiciled company can access UAE banking services that would have been unavailable under its former Caribbean registration. For holding companies that function as pure equity holders, the UAE's substance requirements are relatively low. The Corporate Tax Law requires adequate substance commensurate with the activity performed. A holding company that makes investment decisions through board meetings held in the UAE — even with a small team — can generally satisfy its obligations.

The tax treatment of redomiciliation

One of the primary advantages of continuation over liquidation is the tax treatment. Because the legal entity survives the move, most tax authorities do not treat redomiciliation as a disposal or deemed disposition of assets. The assets remain inside the same corporate entity; only the jurisdiction of incorporation changes. From the UAE side, Article 27 of the CT Law provides Business Restructuring Relief for qualifying reorganisations, allowing tax-neutral transfers of assets and liabilities. While this provision is primarily designed for UAE-to-UAE restructurings, the continuation of a foreign entity into RAK ICC ensures that, from the UAE's perspective, the entity's cost base for its assets remains unchanged.

Tax treatment varies by home jurisdiction The tax consequences of redomiciliation depend on the departing jurisdiction's laws and the founder's personal tax residency. Some jurisdictions treat continuation as a deemed disposal or exit charge. Founders should obtain tax advice specific to their country of residence and the entity's current domicile before proceeding.

The three-phase process

Redomiciliation is a dual-jurisdiction procedure that requires precise timing. If the exit from the old jurisdiction and the entry into the new one are not synchronised, the entity can end up in a 'stateless' gap that creates banking and compliance problems.

Phase 1: outward clearance The company's registered agent in the departing jurisdiction — typically the BVI or Cayman — handles the exit process. This involves obtaining a Certificate of Good Standing, completing a solvency test confirming the company has no pending litigation or unpaid creditors, drafting a shareholder resolution authorising the migration, and securing a letter of no objection from the home registrar. Both the BVI and Cayman permit outward redomiciliation under their respective companies legislation.

Phase 2: inward continuation The continuation pack is filed with the RAK ICC Registrar through an authorised registered agent. The submission includes a Memorandum and Articles of Association amended to comply with RAK ICC regulations, the original Certificate of Incorporation, a UBO declaration to the UAE Ministry of Economy in accordance with Cabinet Decision No. 109 of 2023, and the solvency certification from the departing jurisdiction. RAK ICC reviews the application, conducts its own KYC and AML screening, and — upon approval — issues the Certificate of Continuation.

Phase 3: notification and integration Once the Certificate of Continuation is in hand, the company notifies its bank, counterparties, and any relevant registries (such as a land registry where the entity holds property). The TRN is linked to the historical entity. If the company is to be paired with a RAKEZ subsidiary under the Premium Product, that subsidiary can be established at this stage to provide the operational substance and banking platform.

Timing considerations

The global regulatory trajectory is clear: zero-tax jurisdictions without adequate substance frameworks will continue to face banking restrictions, counterparty reluctance, and escalating compliance costs. The OECD's Country-by-Country Reporting requirements and the expanding scope of automatic information exchange mean that the informational advantages of traditional offshore structures have largely disappeared. For founders holding BVI, Cayman, or Seychelles entities that still function well, the question isn't whether to move but when. Redomiciliation while the entity is in good standing — with clean accounts, no pending disputes, and an active banking relationship — is materially simpler than attempting the process after a bank has issued an exit notice or a counterparty has declined to transact. The window for orderly migration remains open, but it's becoming narrower as compliance standards tighten.

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This article is for general informational purposes only and does not constitute legal, tax, or financial advice. Readers should seek professional advice tailored to their specific circumstances. This article addresses general principles of redomiciliation and UAE law. Different rules apply in each departing jurisdiction. Information is current as of March 2026 and may be subject to change.