Continuance
Migrating a company into ADGM
The ADGM Companies Regulations contain detailed provisions for the continuance of companies into ADGM from other jurisdictions. A company incorporated outside ADGM may apply under section 102 for a certificate confirming that it continues as a company registered under the ADGM Companies Regulations — keeping its legal identity, history and contracts intact.
Bizzone UAE
Business Setup Consultants in Dubai, UAE
What continuance means
Continuance — also called redomiciliation or migration — transfers the company's registration to ADGM rather than winding it up and incorporating a new entity. The company must be authorised to make the application by the laws of the jurisdiction in which it is currently incorporated.
- Application to the Registrar under section 102 for continuance within ADGM
- Company keeps its legal identity, assets and contractual history
- Outbound migration must be permitted by the current jurisdiction
- Good standing in the existing jurisdiction is required
- Structure can be aligned to the ADGM SPV regime on arrival
- No attestation required for corporate documents
Jurisdictions that commonly permit outbound migration
British Virgin Islands
A widely used offshore jurisdiction whose companies regularly continue into ADGM.
Cayman Islands
Cayman companies may transfer by way of continuation where the constitution and law allow.
Jersey and Guernsey
Channel Islands companies commonly migrate into ADGM under continuance provisions.
Other jurisdictions
Several other jurisdictions permit continuance. The first step is always to verify outbound migration is allowed where you are today.
Why groups move existing vehicles to ADGM
Groups migrate to consolidate holding structures in a common law jurisdiction with independent courts, a recognised regulatory framework and access to the UAE's double tax treaty network — while keeping the operating history of the original entity.
Consolidate offshore vehicles under one credible jurisdiction
Improve banking and counterparty acceptance
Bring the structure closer to UAE operations and management
Maintain contracts, bank relationships and track record
The migration process
Eligibility check
We confirm your current jurisdiction permits outbound continuance and that the company is authorised to apply.
Document assembly
Constitutional documents, certificate of good standing, registers, resolutions and solvency confirmations are prepared.
Section 102 application
The application for continuance is lodged with the ADGM Registrar through the online registry.
Certificate and discharge
On issue of the ADGM certificate, the company is deregistered in the former jurisdiction and operates as an ADGM entity.
Documents usually required for continuance
Exact requirements depend on the authority, activity and nationality. We confirm your list before submission.
- Certificate of incorporation and constitutional documents
- Certificate of good standing from the current jurisdiction
- Registers of directors, shareholders and charges
- Board and shareholder resolutions approving the continuance
- Confirmation that outbound migration is permitted by local law
- Solvency statement and latest financial information where requested
FAQ
Frequently asked questions
Can't find your answer? A consultant can walk you through the detail in a short call.
Continuance preserves the legal identity of the company, so its history, contracts and assets continue rather than being transferred to a new entity.
You must verify whether your current jurisdiction permits outbound migration. Jurisdictions that commonly permit continuance include BVI, Cayman Islands, Jersey and Guernsey, among others.
That depends on whether the migrating entity meets the Exempt applicant conditions. If not, an ADGM licensed Company Service Provider must be appointed.
Share transfers, name changes and governance updates are often handled around the continuance. We sequence them so nothing delays the certificate.
Timelines vary by authority, activity and how quickly documents and approvals are returned. Your consultant gives you an indicative schedule at the start and keeps you updated at each stage.
Free consultation
Speak with a Bizzone UAE consultant
Tell us what you plan to do in the UAE and we will map out the licence, visa and compliance path that fits.
- +971 50 121 6915
- info@bizzoneuae.com
- Office No. 105, Alkhayyal Building, Near Karama Medical Fitness Center, Al Karama, Dubai, UAE
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