Company Formation Lawyer Dubai: Relocating Headquarters to Dubai

Relocating a company's headquarters to Dubai requires compliance with UAE Federal Law No. 2 of 2015 on Commercial Companies (as amended) and the Dubai Department of Economic Development for mainland entities, or the relevant free-zone authority for free-zone companies, including approvals, document amendments, licence updates, and federal-emirate notifications.

Related Services: Explore our UAE Mainland Company Formation and UAE Freezone Company Formation services for practical legal support in this area.

WHAT APPROVALS MUST BE OBTAINED FROM THE DED BEFORE RELOCATING A MAINLAND COMPANY'S HEADQUARTERS?

The DED requires a formal application for change of address, a board resolution approving the relocation, and an updated tenancy contract for the new premises before issuing a revised trade licence.

Under the DED's Commercial Licensing Regulation, a mainland company must submit a completed "Change of Address" form together with a copy of the board resolution authorising the move, a valid Ejari-registered tenancy contract for the new location, and the existing trade licence. The authority reviews the documents to confirm that the new address falls within Dubai's geographic scope and that the company's activities remain permissible under the licence. Upon approval, the DED issues an amended trade licence reflecting the new headquarters address, which must be displayed at the premises. The process does not involve a change of legal entity; the company's registration number remains unchanged. Fees for the amendment are set by the DED's fee schedule and are payable upon submission of the application. The timeline typically ranges from five to ten working days, provided all documents are complete and no objections arise from the DED's compliance unit.

HOW MUST A COMPANY'S CONSTITUTIONAL DOCUMENTS BE AMENDED TO REFLECT THE NEW HEADQUARTERS ADDRESS?

The Memorandum of Association (MoA) and Articles of Association (AoA) must be updated to show the new address, and the amendments must be notarised and filed with the relevant registrar.

UAE Federal Law No. 2 of 2015, Article 22 requires that any change to the company's registered address be reflected in its constitutional documents. The company must convene a shareholders' meeting (or obtain written consent from all shareholders, depending on the company type) to approve the amendment. The revised MoA/AoA are then drafted, signed by the authorised signatories, and notarised by a UAE notary public. The notarised documents are submitted to the Dubai Courts' Notary Public Department for mainland companies, or to the free-zone registrar for free-zone entities, together with a cover letter requesting the update of the commercial register. The registrar examines the submission for compliance with the Companies Law and, if satisfied, records the amendment and issues a certificate of amendment. The entire procedure, from shareholder approval to registrar registration, generally takes between seven and fourteen days, assuming no requests for clarification. Costs include notarisation fees, registrar filing fees, and any legal drafting charges, all of which are prescribed by the respective authorities.

WHAT STEPS DIFFER WHEN MOVING A HEADQUARTERS TO A DUBAI FREE ZONE INSTEAD OF THE MAINLAND?

Relocating to a free zone necessitates obtaining initial approval from the free-zone authority, securing a lease within the zone, and applying for a new free-zone licence, while the mainland licence may be cancelled or retained for other activities.

Free-zone companies are governed by the specific regulations of the authority overseeing the zone (e.g., Dubai Multi Commodities Centre Authority, Dubai Airport Freezone Authority). The process begins with a request for initial approval, which requires a detailed business plan, passport copies of shareholders and managers, and a proposed lease agreement within the zone. Upon approval, the applicant signs a lease contract and submits it together with an application for a free-zone licence. The authority issues a provisional licence, after which the company must complete capital deposit requirements (if applicable) and undergo any mandated inspections. Once the final licence is granted, the company may proceed to cancel or amend its mainland licence through the DED, depending on whether it wishes to retain any mainland operations. Timelines vary by free zone but typically span two to four weeks for approval and licence issuance, with additional time for lease finalisation and capital deposit. Fees include the free-zone registration fee, licence fee, lease deposit, and any visa or immigration costs associated with relocating staff.

WHICH DOCUMENTS AND INFORMATION ARE REQUIRED TO SUPPORT THE HEADQUARTERS RELOCATION APPLICATION?

A complete submission package includes the board resolution, shareholders' approval, updated tenancy contract, revised MoA/AoA, current trade licence, passport copies of authorised signatories, and a cover letter detailing the reason for the move.

The DED's checklist for a change of address application specifies the following items: (1) a signed board resolution authorising the relocation, (2) shareholders' resolution or written consent where required by the company type, (3) a valid Ejari-registered tenancy contract for the new premises, (4) the existing original trade licence, (5) the revised Memorandum and Articles of Association reflecting the new address, (6) passport copies of the company's manager or authorised signatory, and (7) a cover letter on company letterhead explaining the relocation and confirming that the new address complies with zoning and activity permissions. For free-zone moves, the package substitutes the DED tenancy contract with the free-zone lease agreement and replaces the DED licence with the free-zone licence application form. Authorities may request additional documents such as a No Objection Certificate from the current landlord or a clearance certificate from the Ministry of Human Resources and Emiratisation if employee visas are affected. Providing a complete and accurate set of documents reduces the likelihood of requests for supplementary information and helps maintain the prescribed processing timeline.

WHAT ARE THE TYPICAL TIMELINES AND ASSOCIATED COSTS FOR COMPLETING A HEADQUARTERS RELOCATION IN DUBAI?

The overall process usually takes between two and six weeks, with costs comprising government fees, notarisation charges, legal drafting fees, and any lease or capital deposit obligations.

The DED's change-of-address procedure generally concludes within five to ten working days after submission of a complete package. Notarisation of the amended MoA/AoA adds one to three working days, depending on the notary's schedule. Free-zone approvals and licence issuance can require an additional ten to twenty days, particularly if the authority conducts site inspections or requires capital verification. Consequently, a mainland-only relocation often finishes within two to three weeks, whereas a move involving a free-zone licence may extend to four to six weeks. Government fees include the DED amendment fee (typically AED 500-AED 1,000), the notarisation fee (around AED 200-AED 400 per document), and the free-zone registration and licence fees (which vary widely from AED 10,000 to AED 50,000 or more based on the zone and activity). Legal drafting fees for preparing resolutions and amended constitutional documents are usually charged hourly or as a fixed service charge, and lease deposits or advance rent payments are dictated by the landlord or free-zone authority. No standard statistic exists for total cost, as it depends on the company's size, chosen jurisdiction, and specific lease terms; therefore, applicants should obtain itemised quotations from the relevant authorities and service providers before initiating the move.

FREQUENTLY ASKED QUESTIONS

What law governs the amendment of a company's registered address in the UAE?
UAE Federal Law No. 2 of 2015 on Commercial Companies, Article 22, requires that any change to the company's registered address be reflected in its constitutional documents and filed with the competent registrar. The Arabic text of UAE legislation as published in the Official Gazette prevails over any translation.

Is a new trade licence issued when moving a headquarters within the same Dubai mainland area?
Yes. The DED issues an amended trade licence showing the new address; the licence number remains unchanged, but the licence document is updated to reflect the relocated premises. This is stipulated in the DED Commercial Licensing Regulation, which mandates licence amendment for any change of business address.

Can a company retain its mainland licence after moving to a free zone?
A company may keep its mainland licence for activities that remain on the mainland, provided it obtains a separate free-zone licence for the free-zone operations. The DED permits multiple licences under the same legal entity, subject to each licence's activity scope and jurisdiction.

What is the role of the Ejari system in the headquarters relocation process?
Ejari registration of the tenancy contract is mandatory for mainland companies; the DED will not process a change-of-address application without a valid Ejari certificate confirming the lease is legally recognised. This requirement derives from Dubai's Real Estate Regulatory Agency (RERA) regulations governing lease documentation.

Are there any restrictions on moving a headquarters of a company engaged in regulated activities (e.g., banking, insurance)?
Yes. Regulated entities must obtain prior approval from the relevant supervisory authority (such as the Central Bank of the UAE or the Insurance Authority) before relocating their headquarters, as the change may affect licensing conditions. The applicable sector-specific laws and regulations prescribe this prerequisite, and failure to secure approval can result in penalties or licence suspension.

How long does it take to obtain a No Objection Certificate from the current landlord when moving offices?
The timing depends on the lease agreement and the landlord's responsiveness; there is no statutory timeline, so parties should negotiate a reasonable period, typically ranging from a few days to two weeks, to avoid delays in the DED submission. The parties should refer to the lease terms for any notice provisions.

How does the firm's contract playbook guidance support headquarters relocation?
The firm's contract playbooks (e.g., NA-SPA-014, NA-GCM-011, NA-MSA-014) recommend that governing law and dispute-resolution clauses expressly state UAE law, with arbitration seated in DIFC or ADGM (DIAC/ICC) and English as the contract language. For mainland-focused transactions, Dubai Courts are retained for notarial transfer steps and interim relief, while expert determination is used for completion accounts. These provisions ensure that any amendment to constitutional documents or licence applications is enforceable under UAE Federal Law 6/2018 on Arbitration and the Civil Transactions Law, providing a clear procedural route should a disagreement arise during the relocation process.

What practical steps should a company take to align its internal approvals with external requirements?
First, draft a board resolution that explicitly authorises the change of address and references the relevant DED or free-zone authority requirements. Second, secure shareholders' approval in accordance with the company's constitutional provisions and UAE Federal Law No. 2 of 2015. Third, obtain an Ejari-registered tenancy contract (or free-zone lease) before submitting the change-of-address application. Fourth, prepare the revised MoA/AoA, have them notarised, and file them with the appropriate registrar. Fifth, submit the complete package to the DED or free-zone authority, monitor the review timeline, and collect the amended licence or certificate of amendment. Sixth, notify relevant regulators (e.g., Central Bank, Insurance Authority) if the company operates in a regulated sector. Seventh, update internal records, stationery, websites, and bank accounts to reflect the new headquarters address. Following this sequence helps ensure compliance with both substantive and procedural legal obligations while minimising delays.

How does the firm's experience with free-zone and mainland formations inform relocation advice?
The firm regularly advises clients on both mainland company formation (under DED regulations) and free-zone company formation (under authorities such as DMCC, DAFZA, and ADGM). This dual-track experience enables the firm to compare procedural timelines, fee structures, and regulatory expectations, allowing clients to choose the jurisdiction that aligns with their operational goals, tax considerations, and market access needs. By leveraging insights from the firm's contract playbooks and practical casework, the firm can tailor relocation strategies that satisfy legal requirements while supporting the client's broader commercial objectives.

What role does legal due diligence play before initiating a headquarters move?
Conducting legal due diligence helps verify that the company's existing licences, approvals, and contractual obligations are transferable or can be amended without breaching third-party rights. It also identifies any sector-specific restrictions, outstanding liabilities, or encumbrances on assets that could affect the relocation. The due-diligence process typically includes reviewing constitutional documents, material contracts, employment agreements, intellectual property registrations, and regulatory compliance records. Findings from this review inform the drafting of board and shareholders' resolutions, the preparation of amended MoA/AoA, and the preparation of any required notifications to regulators or counterparties.

How can a company ensure ongoing compliance after the headquarters relocation is complete?
Post-relocation compliance involves updating the company's register with the new address, displaying the amended trade licence at the premises, informing banks, suppliers, and customers of the change, and ensuring that all employment visas and labour cards reflect the new location. Companies should also monitor renewal dates for licences, tenancy contracts, and any sector-specific permits, setting internal reminders to initiate renewal processes well before expiry. Regular internal audits and periodic legal reviews provide adherence to UAE commercial laws and reduce the risk of inadvertent non-compliance.

What are the key takeaways for businesses considering a headquarters relocation to Dubai?

1. The governing law for address changes is UAE Federal Law No. 2 of 2015 on Commercial Companies, Article 22.
2. Mainland relocations require DED approval, Ejari-registered tenancy, and notarised constitutional amendments.
3. Free-zone moves need authority-specific initial approval, a lease within the zone, and a new free-zone licence, with possible retention or cancellation of the mainland licence.
4. A complete documentation package-board resolution, shareholders' approval, tenancy contract, revised MoA/AoA, current licence, passport copies, and a cover letter-is essential to avoid delays.
5. Timelines range from two weeks for straightforward mainland changes to six weeks when free-zone licences are involved; costs vary according to government fees, notarisation, legal drafting, and lease or capital deposit requirements.
6. Regulated sectors must secure additional approvals from the relevant supervisory authority before proceeding.
7. Aligning internal approvals with external requirements, conducting due diligence, and planning post-move compliance steps are critical to a smooth transition.

By following these steps and seeking advice from a qualified company formation lawyer in Dubai, businesses can navigate the headquarters relocation process efficiently while remaining fully compliant with UAE law.

If your matter involves Transfer of the company's headquarters to Dubai: procedures and legal requirements in the United Arab Emirates, you are welcome to request a consultation with Nour Attorneys. Our team can assess your position under the law currently in force and outline the options available to you. Request a consultation

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