Mohamed Essam Sid-Ahmed
Partner

Head of Corporate and M&A UAE | Head of FinTech ECVC

Mohamed is a Partner at Matouk Bassiouny and serves as Head of Corporate and M&A for the UAE as well as Head of FinTech and ECVC. He advises on complex FinTech, venture capital, M&A, commercial, and capital markets transactions. Mohamed has assisted leading players in the FinTech and venture capital industry, ranging from local and regional to multinational and international clients.

He regularly guides FinTech companies on negotiations with the Central Bank of Egypt and commercial banks to obtain regulatory permits. Mohamed also advises start-ups across all fundraising stages, from seed to Series E+, including transactions structured via convertible notes, KISS notes, and SAFEs. His M&A practice encompasses term sheets, letters of intent, memoranda of understanding, shareholders’ agreements, share purchase agreements, and tax-efficient deal structuring.

Recent directories have recognized Mohamed as “an outstanding lawyer who goes above and beyond” (Legal 500, 2025) and noted his “very good understanding of the sector” (IFLR1000, 2023).

Sanaa Fariji
Head of Structuring

Sanaa Fariji is the Head of Structuring at Matouk Bassiouny UAE Offices. Throughout her career, she has been associated with a number of international law firms in the UAE, including Addleshaw Goddard, Eversheds, Reed Smith, and Clyde & Co. She brings a wealth of experience as regards the practice of business law. Sanaa provides assistance with respect to real estate and corporate practice groups of the firm on a vast array of deals; and works in tandem with government bodies such as the local authorities, free zones and federal ministries.

Sanaa represents private companies and private equity sponsors and their portfolio companies in acquisitions, dispositions, joint ventures, minority investments and restructurings. he also handles corporate secretarial matters, corporate governance issues, and is well experienced with undertaking legal research and searches with UAE authorities at large.

Ahmed Hatem
Associate

Ahmed is an Associate at Matouk Bassiouny and a member of the firm’s Corporate and M&A practice. He advises on M&A transactions, venture capital investments, corporate governance, and the establishment and structuring of companies across the UAE, including the ADGM, DIFC, and mainland jurisdictions. Ahmed provides clients with detailed legal opinions under UAE law and drafts bespoke commercial agreements tailored to specific business needs.

He has advised a range of corporate clients and investors, including representing DPI Venture Capital on the USD 15.7 million Series A funding round of Sylndr, a leading Egypt-based online used-car retailer, through its Nclude Fund. His experience spans due diligence, negotiation of transaction documents, regulatory approvals, and corporate restructuring.

In addition to his transactional practice, Ahmed advises Financial Institutions and Designated Non-Financial Businesses and Professions (DNFBPs) and corporate clients on anti-money laundering (AML) compliance, including the development of KYC and customer due diligence (CDD) frameworks, sanctions screening, and enhanced due diligence for high-risk clients.

Ahmed regularly assists international and regional clients with company structuring, free zone licensing and applications, and compliance with UAE federal and free zone regulations, with a particular focus on shareholder arrangements, and cross-border investment structures.

Alia Elraey
Associate

Alia is an Associate at Matouk Bassiouny’s UAE offices and a solicitor qualified in England and Wales. Her practice focuses on commercial law and dispute resolution, with particular experience before the Abu Dhabi Global Market Courts and the Dubai International Financial Centre Courts.

Alia advises on regulatory compliance, manages legal risks across sectors including international trade and commercial operations, and supports the drafting and negotiation of commercial contracts. She has assisted with a range of commercial agreements, including service contracts, vendor agreements, and employment terms, while advising internal stakeholders on contractual risks and providing recommendations aligned with commercial objectives.

Alia also supports dispute resolution matters, including case strategy and the drafting of pleadings and court submissions. She conducts legal research on regulatory developments, prepares consultation briefs for senior legal professionals, and has negotiated complex agreements with local and international entities.

Corporate Re-Domiciliation

Under the UAE Legal Framework

Introduction.

In this article, we shed light on the concept of corporate re-domiciliation, commonly referred to as corporate migration or continuance. Re-domiciliation is a legal mechanism that allows a corporate entity to transfer its registration from one jurisdiction to another without interrupting its legal personality or business continuity. By utilizing this strategic avenue, a company may seamlessly continue its operations while preserving its existing shareholding and management structures, as well as its historical track record from inception, subject to the regulatory requirements of both the departing and receiving jurisdictions.

Entities typically pursue re-domiciliation for various strategic purposes, including corporate restructuring, the ability to benefit from more favorable legal and tax regimes, or the desire to access new markets.

The UAE Jurisdictional Framework.

The United Arab Emirates (“UAE”) is characterized by a decentralized governance framework comprising the federal mainland and a number of independent free zones. Onshore (mainland) entities are primarily governed by federal legislation, supplemented by local regulations and oversight exercised by the competent authorities within each emirate. In parallel, the UAE hosts numerous free zones, each operating under its own distinct regulatory regime and enjoying a degree of legislative autonomy in relation to corporate matters.

The Pre-Reform Landscape.

Historically, the UAE had no codified statutory mechanism for corporate re-domiciliation within the mainland. A company seeking to transfer its commercial registration from one emirate to another was required to follow an indirect route, typically, liquidation of the existing entity followed by new incorporation in the receiving emirate. Consequently, the company’s legal personality did not survive the transition. Employment contracts and commercial agreements would be terminated upon dissolution, necessitating renegotiation or novation; banking facilities required new documentation; and operational licenses lapsed.

Nonetheless, the concept of corporate migration was initially introduced at the emirate level in Dubai, but only for foreign entities that wish to continue in Dubai. Dubai Law No. (14) of 2015, which amended Law No. (13) of 2011 Regulating the Conduct of Economic Activities in the Emirate of Dubai, introduced a framework permitting the transfer of foreign-licensed establishments into Dubai. Pursuant to that legislation, the Department of Economic Development (“DED”) is empowered to transfer the registration of a foreign entity to its registers, issue a local license, and grant a certificate of continuation. The migrating entity must satisfy a number of requirements, including: (i) obtaining a certificate from its original competent authority approving the transfer of its registration; (ii) submitting its financial statements, an economic feasibility study, and a timeline for relocating its operations to Dubai; and (iii) ensuring that the constitutional documents of the migrating entity are aligned with applicable UAE laws and regulations.

Subsequently, the concept of re-domiciliation gained significant traction across the UAE’s various free zones. Prominent jurisdictions such as the Jebel Ali Free Zone (JAFZA), the Dubai International Financial Centre (“DIFC”), and the Dubai Multi Commodities Centre (DMCC) enacted their own independent regulatory frameworks. These regimes permitted the seamless migration of companies into and out of their respective zones, provided that the corresponding jurisdiction legally recognized and permitted such corporate continuation.

The Inception of the Concept in Federal Law.

At the federal level, the UAE has proactively modernized its legislative framework to enhance corporate flexibility. A landmark development in this context is the enactment of Federal Decree-Law No. 20 of 2025 Regarding the Amendment of Certain Provisions of the Commercial Companies Law (the “CCL Amendment”) which came into effect on 15 October 2025, amending Federal Decree-Law No. 32 of 2021 on Commercial Companies (the “CCL”). The most consequential reform introduced by the CCL Amendment is the establishment of a statutory re-domiciliation mechanism. For the first time, commercial entities are legally empowered to transfer their commercial registration across various UAE jurisdictions, whether from one emirate’s mainland to another, from the mainland to a free zone, or vice versa, while preserving their corporate continuity and legal personality, provided the receiving jurisdiction legally permits such migration. This effectively eliminates the historical requirement of dissolution and re-incorporation.

The principal operative provision is Article (15) bis, which codifies the legal mechanics of corporate migration within the UAE’s corporate registry system. Under this provision, a company may pursue re-domiciliation upon securing the requisite internal corporate approvals, namely, a special resolution of the general assembly or the affirmative vote of an absolute majority of the shareholders. To effectuate a valid transfer, the migrating entity must satisfy a stringent set of statutory conditions. Specifically, the commercial registry systems of both the transferring and receiving authorities must permit the transfer. Furthermore, the company’s commercial register must be free from any restrictive annotations or legal impediments. The transfer is strictly contingent upon the mutual consent of both competent authorities. For joint-stock companies (whether public or private), prior approval from the Ministry of Economy or the Capital Market Authority (the “CMA”), as applicable, is mandatory. Finally, a formal notice of the transfer must be published through the channels prescribed by the competent authority to ensure transparency and protect third-party rights.

Article (15) bis explicitly extends this mechanism to cross-jurisdictional transfers between the mainland and the various free zones. Entities migrating from a free zone into the mainland are subject to the aforementioned statutory conditions and are further obligated to align their constitutional documents, corporate governance frameworks, and operational affairs with the provisions of the CCL and its implementing regulations, subject to the oversight of the competent authority, the Ministry, or the CMA.

Notably, the CCL Amendment carves out a distinct regulatory pathway for the UAE’s financial free zones, namely the Abu Dhabi Global Market (“ADGM”) and the DIFC. Transfers into and out of these financial free zones are expressly exempted from the immediate application of Article (15) bis. Instead, the UAE Cabinet is mandated to promulgate specific executive regulations governing such migrations, in coordination with the Ministry, the relevant competent authorities, and the financial free zone regulators. This legislative bifurcation stems from the jurisdictional complexities inherent to the ADGM and DIFC; both operate under independent, common law-based legislative frameworks, and harmonizing the interaction between these legal systems and the federal civil law framework requires bespoke treatment. Such regulations have not been issued to date.

Re-Domiciliation Under the ADGM and DIFC Regimes.

Notwithstanding the deferral of Article (15) bis in respect of the financial free zones, both the ADGM and the DIFC maintain their own well-established continuance regimes, which predate the CCL Amendment and remain operative.

(a) The ADGM.

The ADGM Companies Regulations 2020 address re-domiciliation under Part 7, Chapter 2 (sections 100 to 116). Pursuant to section 100(1), a body corporate incorporated outside the ADGM may apply to the Registrar for a certificate of continuance, provided it is authorised to do so under the laws of its jurisdiction of incorporation. Conversely, under section 100(2), an ADGM-registered company may apply for authorisation to seek continuance as a body incorporated under the laws of another jurisdiction. An application for inward continuance under section 102 requires the submission of articles of continuance, a statement of solvency in accordance with section 114, and evidence that the applicant is authorised by its original jurisdiction and will cease to be incorporated thereunder upon issuance of the certificate of continuance. The statement of solvency must be signed by each director confirming that the applicant is able to discharge its liabilities as they fall due. Section 101 bars applications where the entity is being wound up, is insolvent, is subject to receivership or administration, is party to a creditor compromise, or has a pending insolvency application. For outward continuance, section 111 requires, amongst other things, a solvency statement and section 109 mandates creditor notification.

(b) The DIFC.

The DIFC Companies Law (DIFC Law No. 5 of 2018, sections 140 to 146) and the DIFC Companies Regulations 2018 (Section 8) provide an analogous regime. Regulation 8.1.4 of the DIFC Companies Regulations requires directors to declare that the company is solvent, there is no reasonable prospect of insolvency, and no insolvency applications are pending. Regulated entities require prior DFSA’s consent. Outward continuation requires a special resolution and (where applicable) DFSA consent.

(c) The Regulatory Gap.

Until the Cabinet promulgates the contemplated executive regulations, there is no unified mechanism governing transfers between the mainland and the ADGM or DIFC. Such transfers remain governed exclusively by the respective free zone legislation, creating procedural uncertainty regarding mutual recognition of corporate continuity between the federal civil law system and the common law systems of the financial free zones.

Re-Domiciliation and Insolvency: Intersections, Constraints and Consequences.

The interaction between re-domiciliation and insolvency law raises significant questions concerning both the availability of re-domiciliation to distressed entities and the consequences of migration for pre-existing liabilities.

(a) The Solvency Threshold.

Each of the UAE’s re-domiciliation frameworks imposes a solvency-related precondition. Article (15) bis requires the migrating entity’s commercial register to be free from restrictive annotations or legal impediments. Section 101 of the ADGM Companies Regulations 2020 expressly bars any applicant that is insolvent, in liquidation, subject to receivership or administration, or party to a compromise or arrangement with creditors. Regulation 8.1.4 of the DIFC Companies Regulations 2018 requires a positive declaration of solvency and the absence of pending insolvency-related court applications. Re-domiciliation under the current UAE legal framework is, accordingly, available only to solvent entities.

(b) Cessation of Payments and the Timing Window.

Federal Decree-Law No. 51 of 2023 on Financial Restructuring and Bankruptcy (the “Bankruptcy Law”) defines “cessation of payment” as the debtor’s failure to pay any due debt after ten (10) days from the deadline in the relevant notice. Article 15 of the Bankruptcy Law obliges the debtor to file for preventive settlement or restructuring within sixty (60) days of cessation of payment. A company that has reached this threshold but has not yet filed may still hold a clean commercial register, creating a narrow window during which re-domiciliation remains technically available notwithstanding the entity’s financial distress. Whether a re-domiciliation effected during this window could subsequently be challenged is not expressly addressed by the Bankruptcy Law, but the clawback provisions below provide a potential basis for scrutiny.

(c) Clawback Risk.

Article 148 of the Bankruptcy Law provides for the avoidance of certain transactions entered into during the six (6) months preceding the cessation of payment date. This period extends to two (2) years preceding the cessation of payment date where the transaction was executed between the debtor and an insider or a related party. Article 151 further empowers the trustee to seek non-enforcement of any debtor action occurring before the initiation of proceedings where such action is harmful to creditors. While re-domiciliation does not involve a transfer of assets (the entity retains its legal personality and all property remains vested in it), it effects a change in the applicable legal regime and potentially the insolvency framework to which the entity would be subject. If a re-domiciliation were effected during the look-back period with the purpose or effect of prejudicing creditors, a trustee might argue that the migration constitutes an “action harmful to creditors” within the meaning of Article 151. It is notable, however, that Article 150 provides a defense where the debtor acted in good faith and with the aim of carrying on its business, and there were reasons to believe the action could be beneficial to its business. Any clawback action must be filed within one (1) year of service of the decision to initiate proceedings. This remains a largely untested proposition under UAE law, though the NMC precedent provides analogical support for the principle that post-continuation insolvency claims may reach back to pre-continuation conduct.

(d) Continuity of Liabilities.

Re-domiciliation preserves legal personality. All pre-existing liabilities, debts, contractual obligations, and causes of action subsisting against the entity continue in full force. Re-domiciliation does not create a new entity, does not effect a novation of obligations, and does not discharge or extinguish any claim.

(e) The NMC Precedent.

In NMC Healthcare, 34 operating companies (originally incorporated onshore) were continued into the ADGM prior to being placed into administration. The Joint Administrators brought claims for fraudulent and wrongful trading under sections 251 and 252 of the ADGM Insolvency Regulations 2022, alleging losses of at least US$5 billion arising from conduct occurring entirely before the companies’ continuation into the ADGM.

The ADGM Court of First Instance (NMC Healthcare Ltd & Ors v Shetty & Ors [2024] ADGMCFI 0007, 8 July 2024) and the Court of Appeal (Shetty v NMC Healthcare Ltd & Ors [2024] ADGMCA 0001, 30 December 2024) held that: (i) an order may be made in respect of conduct predating continuation; (ii) a claim may be brought for conduct predating the enactment of the Insolvency Regulations; and (iii) no “sufficient connection” between the defendant and the ADGM is required as a jurisdictional prerequisite. Re-domiciliation into the ADGM may therefore expose directors to statutory insolvency claims under the receiving jurisdiction’s regime for conduct occurring under a different legal system entirely.

(f) Cross-Border Implications.

The Bankruptcy Law defines “debtor’s assets” as including all properties inside and outside the UAE. The UAE has not adopted the UNCITRAL Model Law on Cross-Border Insolvency at the federal level, whereas both the ADGM (Part 6, Insolvency Regulations 2022) and the DIFC (Part 7, Insolvency Law 2019) have done so. A company re-domiciling from the mainland into the ADGM or DIFC would benefit from a more internationally recognised cross-border insolvency framework. Conversely, creditors who obtained claims under UAE law must assess whether the receiving jurisdiction’s insolvency framework affords equivalent protections.

Strategic Implications and Practical Considerations.

The codified re-domiciliation mechanism reduces procedural complexity in corporate reorganizations and M&A transactions. Acquirers may consolidate entities registered in different emirates under a single competent authority without winding down existing vehicles. Free zone entities may migrate to the mainland to access the broader UAE market, subject to sector-specific licensing requirements, the impact on existing contracts, and the obligation to bring affairs into conformity with the CCL.

Migrating entities must coordinate with banking partners to ensure continuity of facilities and KYC records. Entities in regulated sectors will require prior approval from the relevant regulator. Companies subject to pending litigation, enforcement actions, or court-ordered restrictions must resolve those matters before transfer, given the requirement for a clean register. Contractual change-of-jurisdiction triggers in financing documents and material contracts should be reviewed.

The detailed procedural mechanics (documentation, timelines, interim status of the entity during transition) will be governed by implementing regulations and circulars to be issued by the Ministry and the relevant competent authorities.

Conclusion.

The CCL Amendment represents a significant advance in the UAE’s corporate legal infrastructure. The codification of re-domiciliation eliminates the historical requirement of dissolution and re-incorporation, offering a streamlined pathway for corporate migration. As this article has examined, the interaction with the insolvency framework raises significant questions regarding the solvency threshold, the treatment of pre-domiciliation claims, and the exposure of directors to statutory insolvency claims in the receiving jurisdiction. These intersections, together with the regulatory licensing and financial sector dimensions, will require careful navigation as the implementing regulations are promulgated and judicial practice develops.