Services · Licences & special services

BVI redomiciliation to the UAE (RAK ICC company)

Updated 7 October 2026

Same company, same assets and contracts, but a new address and 9% tax on profit above $110,000. Both sides of the procedure, 2026 RAK ICC fees, UAE taxes and the cases where the move does not pay off.

A company in the British Virgin Islands (BVI) can change its country of registration without being wound up. Its shareholders, contracts, assets, debts and track record stay exactly where they are; only the register it sits on changes. Section 184 of the BVI Business Companies Act, 2004 lets a company leave, and RAK ICC (Ras Al Khaimah International Corporate Centre) admits foreign companies under Part X of its Business Companies Regulations 2018. The statutes call this continuation; the market calls it redomiciliation.

The price of the move is tax. The BVI has no corporate income tax, while the UAE has levied corporate tax since 2023: 0% on profit up to $110,000 and 9% on everything above. In return, the company gets an address in a country that left the FATF (Financial Action Task Force) grey list in 2024, and came off the EU list of high-risk money laundering jurisdictions in 2025.

This page covers why BVI owners are moving now, how both sides of the procedure work, which documents and government fees to budget for, what tax the company faces in the UAE and who should not bother. The BVI uses the US dollar, and the UAE dirham is pegged to it, so all figures below are in US dollars.

What is redomiciliation of a company, in plain terms

Redomiciliation is a company moving to another country without liquidation. Nothing is closed and nothing is incorporated from scratch: the BVI register releases the company, the RAK ICC register admits it, and it never stops existing in between.

The RAK ICC Regulations spell out what the move leaves untouched. The company remains the same legal entity with the same assets, rights and obligations. No debt, claim, judgment or liability against it, its directors or members is released, and pending proceedings carry on (Regulation 189). Shares issued before the move are deemed issued under the RAK ICC rules. The Registrar may even let the company keep its existing number with a prefix (Regulation 20), and the name usually survives if it is available.

BVI law mirrors this. After leaving, the company stays liable for everything it owed before the move, and process for those old obligations can still be served on its former registered agent in the BVI (section 184(5) of the Act). The registered agent is the licensed firm through which the BVI registry deals with the company. A change of country is no escape from creditors, which is exactly why banks and counterparties accept it.

The alternative, closing the BVI company and forming a new one in the UAE, only looks simpler on paper. Every asset has to be re-registered: real estate, shares in subsidiaries, bank accounts, licences, customer contracts. Some countries tax or charge duty on those transfers, and the new company starts with no history for banks to review. Redomiciliation avoids all of that: the assets keep the same owner, whose details simply change.

Why move a BVI company to the UAE in 2026

There is rarely a single reason. More often several factors stack up; each is tolerable on its own, but together they make a BVI registration expensive in time and friction.

Reputation in the EU. In 2023 the BVI spent eight months on the EU blacklist (Annex I of the list of non-cooperative jurisdictions for tax purposes). In the EU Council update of 17 February 2026 the islands remain in Annex II, the group of jurisdictions that have committed to reforms and are being monitored. The UAE appears in neither annex. For European banks and counterparties, that is the difference between extra questions and routine checks.

Banks and money laundering. The European Commission removed the UAE from its list of high-risk third countries for money laundering through Delegated Regulation (EU) 2025/1184, in force since 5 August 2025. Before that, in February 2024, the UAE left the FATF grey list. A UAE-registered company no longer triggers enhanced due diligence at EU banks purely because of its country.

Access to ownership data. Since 2 January 2025, beneficial ownership details of BVI companies have been held by the government's Registry of Corporate Affairs on VIRRGIN (Virtual Integrated Registry Regulatory General Information Network) instead of the old BOSS system (Beneficial Ownership Secure Search System). From 1 April 2026, under BVI Financial Services Commission (FSC) Industry Circular 11 of 2026, a third party with a legitimate interest, such as a bank or a firm vetting a counterparty, can request details of anyone owning 25% or more. At RAK ICC the Registrar keeps the register of members, and Regulation 54(5) bars disclosing it to the public. Government authorities, of course, still have access.

The owner already lives in the UAE. A BVI company that is actually run from the UAE may already be a UAE tax resident through effective management; the Federal Tax Authority (FTA) says so explicitly in its guide on tax residency. Redomiciliation brings the paperwork in line with reality and ends the argument over where the company pays tax. For life and tax in the country, see the UAE in 2026: residency, taxes and cost of living.

Property in Dubai. Under a 2019 memorandum with RAK ICC, the Dubai Land Department (DLD) registers freehold property in Dubai in the name of RAK ICC companies. For a holding company that owns apartments or villas in Dubai, this is one of the few corporate ownership routes that works. More on the UAE investment property page.

What is RAK ICC and how does its company differ from other UAE companies

RAK ICC is the government corporate registry of the emirate of Ras Al Khaimah, set up under Emiri Decree No. 12 of 2015. It registers International Business Companies (IBCs): in effect offshore companies, only incorporated in the UAE. They are governed by the RAK ICC Business Companies Regulations 2018, which follow English company law, so a BVI owner will find much of it familiar.

The registry offers several forms: the company limited by shares, the company limited by guarantee, the unlimited company, the restricted purpose company and the segregated portfolio company. BVI companies moving over usually choose the first, the closest match to a standard BVI business company.

The core requirements are short but strict:

• the company must always have a registered agent licensed by RAK ICC (Regulation 92) and a registered office in the UAE, normally at the agent's address (Regulation 91);
• at least one director must be a natural person; the rest can be companies;
• bearer shares are banned, and a BVI company that has any must convert them into registered shares before continuing in (Regulation 50);
• the Registrar keeps the register of members, and changes are filed within 30 days of the transaction;
• accounting records and underlying documents are kept for at least five years (Regulation 103).

What a RAK ICC company cannot do by default: trade inside the UAE or sponsor residence visas. Registration on the register is not a licence to operate in the country. In 2024, Emiri Decree No. 12 of 2024 allowed RAK ICC to issue its companies a free zone commercial licence with an address in RAKEZ (RAK Economic Zone). That is a separate product with its own costs, but it is what opens the door to the free zone tax regime discussed below.

What a RAK ICC company can do: hold shares in subsidiaries worldwide, own property in the UAE and abroad, open bank accounts in the UAE and elsewhere, and sign international contracts. For holding companies, asset-holding vehicles and family structures, that is usually enough. If the business needs an office and visas, compare the move with setting up a new company; the options are on the UAE company registration page.

How BVI to UAE redomiciliation works, step by step

The procedure runs through two registers at once, and a mistake on either side stalls both. Since 1 January 2023 BVI law has required advance notice to creditors, so a quiet one-day exit is no longer possible.

Between steps 4 and 7 there is a window to back out. Until the BVI Registrar issues the certificate of discontinuance, the company can rescind its notice of intention (section 184(1C)). That helps if RAK ICC raises questions that cannot be answered quickly.

Two agents carry the process. In the BVI, the company's existing registered agent files the notice of continuance and checks that everything has been paid and filed. In the UAE, an agent licensed by RAK ICC submits the application. Both run their own checks on the owners and the source of funds, so it pays to prepare for two reviews from the start.

Murblz specialists run both sides: agreeing the exit with the BVI agent, drafting resolutions and the new constitution, publishing the notices, assembling the RAK ICC filing and supporting the company after the move.

What documents are needed to redomicile a company

RAK ICC Regulation 187 sets the statutory minimum, BVI law adds its own declarations, and the agents on both sides add their ownership checks. The typical file looks like this:

• a certified copy of the BVI certificate of incorporation;
• the current memorandum and articles of association, registers of members and directors;
• a BVI certificate of good standing;
• a resolution of directors or members approving the move and the new constitution;
• new memorandum and articles under RAK ICC rules stating the former name, jurisdiction and date of original incorporation (Regulation 187(3));
• a director's certificate that the company is not in liquidation, has no receiver and no unfinished arrangement with creditors, with an extract of section 184 of the BVI Act (Regulation 186(3)-(4));
• evidence that BVI law permits the move, that the company will cease to be a BVI company once continued, and that members and creditors will not be unfairly prejudiced (Regulation 187(5));
• proof of the Gazette notice and of notices sent to members and creditors;
• chargee consent or a release declaration where charges are registered;
• due diligence documents on beneficial owners and directors: passports, proof of address, source of funds and a description of the business.

Documents not in English must come with a translation (Regulation 187(6)). Legalisation is a separate trap. The UAE is not a party to the Hague Apostille Convention: it does not appear in the status table of the Hague Conference on Private International Law (HCCH). A BVI apostille is therefore not automatically recognised in the UAE, and some documents may need consular legalisation. Murblz specialists confirm with the RAK ICC agent in advance which papers need which form of certification, so nothing is certified twice.

How long does redomiciliation from the BVI to RAK ICC take

The law sets only one fixed period: 14 days between publishing the BVI notice and filing with the Registrar. Everything else depends on three things: how cleanly the company exits the BVI, how fast the agents finish their ownership checks and how long legalisation takes.

Paying for speed is not an option at RAK ICC: under its 2026 fee schedule, urgent processing does not apply to redomiciliation. Companies with complex structures (several layers of corporate shareholders, a trust in the chain) and companies the Registrar flags for enhanced due diligence take longer.

The longest stage often comes after the certificate is issued. Banks, property registries, subsidiaries' registrars and counterparties update their records at their own pace, and each wants its own set of documents on the move. Time the redomiciliation so it does not collide with a transaction, a dividend payment or a credit line renewal.

What does a RAK ICC company cost to maintain: 2026 government fees

Annual renewal of a RAK ICC company costs $1,100, the Registrar's official fee under the schedule in force since 1 January 2026. On top come the registered agent's fees and, if needed, a free zone licence. Our fees for both sides of the move are in the price table below.

The RAK ICC schedule lists a separate $890 fee for a transfer in by continuation, listed as Re-Domicile - Transfer In (Continuation) within UAE. The Registrar confirms the final fee for a company arriving from the BVI when the application is filed. On the BVI side, the company must pay all annual fees and penalties before leaving: without that, no certificate of good standing is issued and the exit cannot start.

Late renewal at RAK ICC is penalised on a sliding scale. The first month after expiry is a grace period; from the second month the fee rises by 10%, from the third by 15%, from the fourth by 25% and from the fifth by 50%. At the start of the sixth month a strike-off notice is issued, and a month later the company is struck off. Restoration is possible with the Registrar's approval, payment of all arrears and a $150 fee.

Breaches of the RAK ICC rules are fined on five levels, from $280 at level 1 to $5,500 at level 5. A company without a registered agent, for example, faces a fine of up to level 3, $1,400.

What taxes does a RAK ICC company pay in the UAE

A company that continues into RAK ICC becomes a UAE tax resident on the day it is registered: the FTA guide expressly treats so-called offshore companies incorporated in the UAE as resident juridical persons. That brings it under the corporate tax law (Federal Decree-Law No. 47 of 2022) with every obligation that follows, from registration to the annual return.

Worked example. A RAK ICC holding company earns $280,000 in a year in interest on loans to unrelated companies. Tax: ($280,000 - $110,000) x 9% = about $15,300, an effective rate of about 5.5%. Had the same money arrived as dividends from a subsidiary meeting the participation exemption tests, the tax would be 0%.

How to get 0% on all profit. The Qualifying Free Zone Person (QFZP) regime gives 0% on qualifying income. Among qualifying activities, Ministerial Decision No. 229 of 2025 lists holding shares and other securities for investment purposes. The conditions are demanding, though: adequate substance in a free zone (premises, staff and spending in proportion to income), audited financial statements, transfer pricing compliance, and non-qualifying revenue capped at the lower of 5% of revenue or $1.4 million. The free zone licence RAK ICC has offered since 2024 opens the door to this regime, but without real presence the rate stays at 0% and 9%.

FTA registration. A juridical person established in the UAE on or after 1 March 2024 must apply for corporate tax registration within three months (FTA Decision No. 3 of 2024) through the EmaraTax portal. The late registration penalty is $2,800. For a continued company, the prudent approach is to count from the date of the certificate of continuation.

Tax residency certificate. To use the UAE's double tax treaties, a company needs a Tax Residency Certificate (TRC) from the FTA. Under the FTA guide, a company submits its licence and office lease, and a new company that has not yet filed a tax return must wait 12 months from incorporation before applying. For a RAK ICC company with no licence and no office, obtaining a TRC is difficult in practice. More on rates and treaties under UAE taxes, and on bookkeeping and audit on the UAE accounting and audit page.

What moving the company to the UAE changes for owners

For owners, the move changes how banks and tax authorities at home see the company. Many countries keep their own lists of offshore or low-tax jurisdictions, and the BVI appears on more of them than the UAE, which also has a wide network of double tax treaties. A UAE tax residency certificate, which requires real presence, lets the company claim treaty rates on dividends and interest.

What the move does not change. For a tax resident of a country with controlled foreign company (CFC) rules, a UAE company is still a CFC, and its profit may still be taxed in the owner's hands unless an exemption applies. Such rules exist in most EU countries, the UK, Ukraine, Kazakhstan and many others, and they look at control, not just the place of registration, so the whole structure needs reviewing. How CFCs are taxed and when they are exempt is covered on the controlled foreign companies page.

Stay in the BVI, move to RAK ICC or set up a new UAE company

Redomiciliation is not the only way out. Many companies are better off staying on the islands, and an operating business is often better served by a new free zone company with an office from day one. Here is how the options compare on the points banks and tax authorities ask about:

If the company only holds shares, property or intellectual property and earns passive income, RAK ICC beats a new company by keeping its history and assets. If it trades, hires staff and invoices customers in the UAE, registration alone will not do in any case, and the real comparison is the cost of an office and licence. How companies live on the islands themselves is covered on the BVI company registration and BVI economic substance pages.

There is a third scenario: the BVI company is still needed for an account or a deal for another year or two. Then the move is worth postponing and the company kept in good order in the meantime. Annual reporting on the islands is explained on the BVI accounts and audit page.

Redomiciliation pitfalls: where moves most often stall

Arrears in the BVI. An unpaid annual fee, a penalty for a late economic substance report or a missing annual financial return blocks the certificate of good standing, and without it section 184 does not let the exit begin. Check this several months before the target date.

Charges and creditors. If company property is charged and the charge is registered in the BVI, it must be released or the chargee must consent. Creditors receive written notice 14 days ahead and have time to ask questions. The move does not cancel a single obligation, so it should not come as a surprise to them.

Litigation and regulator requests. The declaration to the BVI Registrar confirms there are no unsatisfied requests from competent authorities and no known proceedings against the company or its officers relating to its affairs. With an open dispute, it is better not to start.

Banks. For a bank, the move is a change to core account holder data. The account stays with the company, but the bank will ask for the RAK ICC certificate, the new constitution and updated forms, and sometimes will re-run its checks from scratch. If the bank does not work with UAE companies or companies without an office in the country, the account will have to move. Account options for a UAE company are on the UAE business accounts page.

Assets in other countries. Property registries, subsidiaries' registrars and custodians must be told about the owner's new details. For property in Dubai, the RAK ICC Registrar issues a separate no objection certificate per property for $350.

Tax consequences in the owner's country. For the company itself, leaving the BVI is not taxed there: the islands have no corporate income tax. For the rules of the country where the owner lives, however, ask an expert before filing: CFC reporting, notifications to the tax authority and possible questions about a shift in the place of management.

Residency certificate and treaties. A RAK ICC company without a licence or office is formally a UAE resident, yet the lack of a certificate keeps it from using double tax treaties. If the structure is built around reduced withholding rates, it needs a different level of presence.

Who should not move to RAK ICC

• Companies hoping to keep a zero tax rate without effort: profit above $110,000 is taxed at 9%, and 0% under QFZP requires an office, staff and an audit.
• Businesses that need visas, an office and sales inside the UAE: registration alone is not enough, and a licensed company is the honest route from the start.
• Companies in litigation, with a receiver appointed, with unsatisfied regulator requests or in liquidation: BVI law and the RAK ICC rules expressly block such moves.
• Structures that depend on bearer shares or nominee arrangements without disclosure of owners: RAK ICC requires registered shares and full beneficial owner checks.
• Owners whose real issue is tax in their country of residence rather than tax on the company: moving the company does not switch off CFC rules.

How Murblz specialists handle BVI to RAK ICC redomiciliation

The work starts with the structure, not the paperwork. Murblz specialists look at who owns the company and where the owners live, which assets and accounts sit in it, whether there are charges, arrears with the BVI registry or open disputes. That shows whether the move pays off, or whether it makes more sense to keep the company on the islands or set up a new one in the UAE.

If the move makes sense, we run both parts of the procedure:

• outbound, in the BVI: coordination with the current agent, directors' and members' resolutions, the Virgin Islands Gazette notice, letters to members and creditors, declarations and filings with the Registrar, the certificate of discontinuance;
• inbound, at RAK ICC: new memorandum and articles under RAK ICC rules, the director's certificate, translations and legalisation, the continuation filing and the certificate;
• after the move: corporate tax registration with the FTA, document packs for banks and asset registries, annual maintenance, bookkeeping and reporting.

If the company holds family assets, the move combines well with succession planning; the options are on the UAE inheritance planning page. Fees for both parts of the move and for annual maintenance are in the table below; the final quote is fixed in writing once the documents have been reviewed.

Fees

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