General
Corporate migration (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 corporate migration may take place has increased in recent years.
Corporate migration enables companies to avoid liquidating the existing company and transfer portfolio of assets to an entity incorporated for that purpose to a new jurisdiction.
In line with the international practice of permitting companies to change their seat of incorporation, companies are allowed under the laws of Ras Al Khaimah International Corporate Center (RAK ICC) in the UAE to change their jurisdiction.
It now takes approximately only one month to effect corporate migration in RAK, UAE.
Why migrate
Companies migrate for a variety of reasons, including:
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to benefit from a favourable tax environment
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take advantage of less stringent regulation and scrutiny
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align their place of registration with their shareholder base
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move to an international financial centre
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access specialist capital markets
Where an existing company migrates to RAK in UAE, the company’s existing legal status, goodwill and operational history is preserved. This process will allow for companies which currently operate in more costly, difficult regulatory, high tax and high risk environments in other countries to migrate to RAK without triggering a disposal of their assets or a diminution in their goodwill or operating history.
The RAK registration system allows companies to base their global operations and activities in the UAE at very competitive costs. In contrast, in many other countries offering such opportunities, the cost of similar services to UAE are far more expensive. Companies from offshore jurisdictions migrating in the UAE, can carry out business operations within the UAE, provided appropriate licences are obtained.
RAK ICC
The ability to migrate companies to the RAK offers tax planning possibilities for investors and businessmen. Foreign companies can migrate 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.
The UAE and RAK ICC offer:
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no corporate, personal and other taxes
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a pro business environment
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secrecy and asset protection
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global headquarters centre
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strategic location on the trade routes of east and west
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wide network of double tax treaties
Within UAE, it is also possible to migrate in the DIFC (Dubai International Financial Centre).
What is required
The outgoing jurisdiction
a) the outgoing 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 outstanding annual returns etc. Often offshore jurisdictions do not require financial statements to be filed
b) there must be no on-going legal process against the outgoing company
c) corporate documents which are available in the outgoing registry need to be filed
d) a certificate of good standing and certificate of incumbency must be obtained
The incoming jurisdiction RAK ICC
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 ICC. The application must include all information and documents required by RAK ICC including resolutions, certifications, declarations, confirmations, opinions, authorizations and clearances.
Upon approval of the application for continuation, which now takes approximately only 1 month, the RAK ICC authority issues a provisional ‘Certificate of Continuation’ and the company migrated is entered in the RAK registry.
The final certificate is issued upon de-registration of the company in the previous jurisdiction.
Detailed process to migrate in RAK ICC
A foreign company may submit through a registered agent to the Registrar of Companies in RAK ICC Authority to be registered in UAE as a continuing company. The application for consent must be accompanied by the following documents:
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existing company documents and detailed information on directors and shareholders
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letter of consent from the existing jurisdiction
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certification signed by the directors and shareholders that the company is, has been, and will remain - as far as is reasonably foreseeable - solvent
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details of any charges
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the written consent of (i) directors/shareholders and (ii) of the holders of charges (if applicable) for the transfer of domicile
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a certificate signed by the registered agent making the application in the form prescribed in the regulations
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revised Memorandum and Articles of Association in RAK
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the applicable fee
If you are interested in migrating your company please contact us for an initial consultation session at
info@internetincorporate.com