Contribution author: Jocelyn Viernes (Head of Administration)
The UAE is home to two renowned international financial centres, DIFC and ADGM, and businesses with legacy offshore structures are increasingly reviewing whether their existing corporate arrangements still support their long-term commercial objectives. One of the most notable trends is the migration of British Virgin Islands (BVI) companies to the Abu Dhabi Global Market (ADGM) through a process known as continuation, or re-domiciliation.
Unlike a liquidation followed by the incorporation of a new entity, continuation enables a company to change its place of registration while preserving its legal identity. This means the company retains its existing assets, liabilities, contractual relationships, corporate history and legal continuity, avoiding many of the practical challenges associated with transferring business operations into a newly established entity.
For many years, the BVI has been one of the world’s most popular jurisdictions for international holding companies. Its flexible corporate legislation, tax neutrality and well-established legal framework made it an attractive choice for investors, multinational groups and family offices seeking an efficient vehicle for cross-border business.
BVI companies have commonly been used to hold shares in UAE and overseas operating companies, structure joint ventures and international investments, own intellectual property and investment portfolios, facilitate mergers and acquisitions, and support succession planning and family wealth structures.
While these advantages remain relevant, the needs of many businesses have evolved. As organisations establish a more substantive presence in the UAE, there is growing demand for corporate structures that better align with their operational footprint, governance requirements and relationships with banks, investors and regulators.
Why are companies choosing Abu Dhabi Global Market (ADGM)?
ADGM has established itself as one of the region’s most respected international financial centres, offering a modern regulatory framework based on English common law and an environment designed specifically for international business, meaning the governance shifts to ADGM.
For companies that are already operating in, or expanding into, the UAE, relocating their holding structure to ADGM can provide greater alignment between where strategic decisions are made and where business activities take place. It also offers a level of legal certainty and regulatory transparency that is increasingly valued by financial institutions, counterparties and institutional investors.
Beyond its legal framework, ADGM provides access to a robust business ecosystem, flexible structures for special purpose vehicles (SPVs) and holding companies, and a regulatory environment that supports long-term corporate growth. These features make it an attractive jurisdiction for businesses seeking both operational efficiency and enhanced commercial credibility.
Although continuation is generally more straightforward than a full corporate restructuring, it remains a regulated legal process that requires careful planning. A successful migration depends on ensuring that both the existing BVI company and the proposed ADGM structure are appropriately prepared before the application is submitted.
Before beginning the process, businesses should confirm that the BVI company is in good standing and that its corporate records are complete and up to date. Existing financing arrangements, registered charges and security interests should also be reviewed to determine whether lender approvals or additional filings may be required.
It is equally important to examine material commercial contracts, as certain agreements may contain provisions requiring counterparties to be notified of the continuation or, in some cases, to provide their consent. Businesses should also consider the tax implications of the migration, including any economic substance obligations in the BVI and the wider tax consequences of changing the company’s jurisdiction.
Preparation for ADGM itself should not be overlooked. Companies should confirm that their intended activities align with the relevant ADGM licensing requirements and ensure that Ultimate Beneficial Owner (UBO) information, anti-money laundering (AML) documentation and Know Your Customer (KYC) records are readily available.
The typical process follows in 3 phases:
- BVI company clean up and preparation – corporate approvals, solvency statement, good standing certificate, creditors notice and registered agent consent.
- ADGM registration- name reservation, BVI certified documents, physical presence, data protection and KYC of all officers, shareholders and UBOs for onboarding, relevant ADGM documents for submission to regulator, conditional consent.
- De-registration and continuance – BVI strike off, ADGM activation, certificate issuance, legacy preservation.
Looking beyond the registration process, businesses should also consider future governance arrangements, corporate tax obligations in the UAE, banking requirements and ongoing compliance obligations, as addressing these matters early can significantly reduce delays and facilitate a smoother transition.
How Sovereign Can Support the BVI to ADGM company continuation
A continuation involves multiple stakeholders, including the BVI Registered Agent, the ADGM Registration Authority, legal advisers, financial institutions and, in some cases, tax advisers and regulatory authorities. Coordinating these parties while managing statutory requirements and regulatory timelines can quickly become complex.
An experienced Corporate Services Provider (CSP) plays an important role in managing this process from start to finish. In addition to assessing whether continuation is the most appropriate restructuring option, a CSP can oversee the discontinuation process in the BVI, coordinate the ADGM continuation and licensing requirements, prepare the necessary corporate approvals and governance documentation, and assist with AML, KYC and UBO compliance. Acting as a central point of coordination helps ensure that the various workstreams progress efficiently and that potential issues are identified before they become obstacles to completion.
As a registered Corporate Services Provider (CSP) in ADGM, Sovereign delivers end-to-end support for businesses seeking to establish or migrate their corporate presence to the UAE. Our multidisciplinary team works alongside legal, tax, compliance and corporate governance specialists to manage every stage of the continuation process, from the initial feasibility assessment through to the company incorporation, tax and corporate tax registration and filings, ongoing corporate secretarial services and post-migration regulatory compliance.
Whether you are restructuring an international holding company, relocating a regional headquarters or establishing a long-term presence in the UAE, Sovereign provides practical, commercially focused guidance to help you navigate the continuation process efficiently and with confidence.
