As much as a company can change its registered office or registered agent within the same jurisdiction, it can also move to a new jurisdiction. Corporate redomiciliation is the process by which a company moves its domicile (or place of incorporation) from one jurisdiction to another by changing the country under whose laws it is registered or incorporated, whilst maintaining the same legal identity. The ease with which redomiciliation may take place has increased in recent years.

In line with the international practice of permitting companies to change their seat of incorporation, companies are allowed under the laws of RAK Free Trade Zone (“RAK FTZ”) in the UAE to change their jurisdiction. Redomiciliation enables companies to avoid liquidating the existing company and transfer portfolio of assets to an entity incorporated for that purpose to a new jurisdiction.

Migrate to UAE

The ability to migrate companies to RAK FTZ opens tax planning dimensions for investors and businessmen.

Within the UAE, it is also possible to redomicile in DIFC (Dubai International Final Centre) and DTΜFZA (Dubai Technology and Media Free Zone Authority) which are specialized free zone authorities in financial services and technology, respectively.

Foreign companies can redomicile and enjoy the tax and other benefits provided by the UAE tax free regime and its wide network of double tax treaties.

They can also take advantage of a pleasant country which is an International Financial Centre, and a fine place to work and live.

Why RedomicileCompanies redomicile for a variety of reasons including:• benefitfromafavourabletaxenvironment• takeadvantageoflessstringentregulationand scrutiny • aligntheirplaceofregistrationwiththeirshareholder base

• movetoaninternationalfinancialcentre• accessspecialistcapitalmarkets

Where an existing company migrates or redomiciles to RAK FTZ, the company’s existing legal status, goodwill and operational history is preserved. This process allows for companies who currently operate in more costly, difficult regulatory, high tax and high risk environments in other countries to migrate to RAK FTZ without triggering a disposal of their assets or a diminution in their goodwill or operating history.

The RAK FTZ registration system allows companies to base their global operations and activities, for a fraction of the regulatory costs of being incorporated in and doing business in other countries. Offshore companies can also do business within the UAE provided appropriate licenses are obtained.

Why RAK FTZ• offersataxfreeenvironment

• thegovernmentofRAKispro-business

• ensuresecrecyandassetprotection

• absenceofinternationalexchangeofinformation agreements

• globalheadquarterscentre

• strategiclocationonthetraderoutesofeastandwest

• widenetworkofdoubletaxtreaties

What is required to Redomicile

There are two distinct parts in the redomiciliation process:

The outgoing jurisdictiona) the company must be fully up to date with filings. For example, if financial statements are required these must be filed up to date together with any outstanding annual returns etc. Most offshore jurisdictions do not require financial statements to be filed

b)theremustbenoon-goinglegalprocessagainst the outgoing company

November 2015

REDOMICILE IN DUBAI AND BENEFIT

c) various documents need to be filed with and obtained from the outgoing registry

d) a certificate of good standing and certificate of incumbency must be obtained in every case

The incoming jurisdiction - RAK FTZ Accordingly, an overseas company if authorized by the laws of the jurisdiction in which it is incorporated, can apply for continuation as a company in RAK FTZ. The application must include all information and documents required by RAK FTZ including resolutions, certifications, declarations, confirmations, opinions, authorizations and clearances. Upon approval of the application for continuation, the authority will issue a provisional ‘Certificate of Continuation’ of such terms and conditions as it considers appropriate. The company should, within 3 months from the date of issue of the provisional certificate, file with the Authority a certificate evidencing that the overseas company has ceased to be incorporated under the laws of the current jurisdiction and return the provisional certificate of continuation. RAK FTZ shall issue the final certificate of continuation which shall be effective from the date of continuation stated in the provisional Certificate of Continuation.

Upon continuation of a Company in RAK FTZ:• allassets,tangibleandintangible,rightsandallother property of any kind of the company continue to belong to the company

• thecompany,itsofficersanddirectorscontinueto be liable for obligations of the company prior to its redomiciliation

• anyexistingcauseofaction,claim,dutyorliabilityto prosecution in respect of the company is unaffected

• anycivil,criminaloradministrativeactionor proceeding pending by or against the company is unaffected

• anyconvictionagainst,oranyruling,orderor judgment in favour of or against the company prior to its redomiciliation may be enforced by or against the company

Detailed process to Redomicile in RAK FTZ

Application for consentA foreign company may submit through a registered agent to the Registrar of Companies in RAK FTZ Authority to be registered in the UAE as a continuing company.

The application for consent must be accompanied by the following documents:

• statutoryorregulatoryprovisionwhichincludesa reference to the statutory or regulatory provisions as amended or reenacted from time to time

• proofthatthecompanyhasobtainedallnecessary authorizations and consents required under the laws of the jurisdiction in which it was incorporated

• certificationthatthecompanyis,hasbeen,andwill remain as far as is reasonably foreseeable, solvent, signed by the directors of the company

• detailsofanychargescreatedindicatingtheorderin which they will be registered

• thewrittenconsentofdirectors/shareholdersto: (i) the making of the application and (ii) the order of registration of charges• acertificatesignedbytheregisteredagentmakingthe application in the form prescribed in the regulations

• theapplicablefee

• anoticeintheformasdepictedintheregulations announcing its intention to continue in the RAK FTZ

Registration

The registered agent, within 3 months from the time of consent must submit for registration the below:

• theconsentoftheRegistrar

• MemorandumofContinuationorequivalentissued by the authorities in the jurisdiction in which the company is incorporated

• Articlesofthecompanywhichconformtothe requirements of the regulations

• particularsintheformprescribedintheregulations, of any existing charge

On delivery of the above documents the Registrar shall register the Memorandum of Continuation and:

• issueacertificateofregistrationoftheMemorandum of Continuation

• enterintheRegisterofChargesunderthe international Companies Regulations, the particulars of charges delivered

• TheMemorandumofContinuationshallbedeemed to be the Memorandum of Association

AndorraAnguillaAntigua BarbudaArubaAustriaBahamasBahrainBarbadosBelgiumBelizeBermudaBritish Virgin IslandsBruneiCayman Islands

LiechtensteinLuxembourgMacaoMalaysia (Labuan)MaldivesMaltaMarshall IslandsMauritiusMontserratNauruNetherlands AntillesPanamaPhilippinesPortugal (Madeira)

Cook IslandsCosta RicaCyprusDominicaGibraltarGrenadaGuernseyHungaryIrelandIsle of ManIsraelJerseyLatviaLebanonLiberia

SamoaSeychellesSt Kitts and NevisSt LuciaSt VincentGrenadinesSwitzerlandTurks and CaicosIslandsUnited Arab Emirates (Dubai)UruguayUS Virgin IslandsUSA (Delaware)Vanuatu

List of Countries Allowing Redomiciliation

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