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Migration Playbook

Move your UK Ltd
to a UAE Free Zone, properly.

There are three legitimate ways to do this, and they look identical from the outside until you read the tax fine print. This playbook walks through which path fits which founder, the real costs, and how Entegrix runs each one end-to-end.

11-minute read 3 paths + decision tool + FAQ Based on 50+ real engagements
Decision tool

Which migration path fits you?

Three quick questions. We'll surface the right structural path with cost band, timeline, and HMRC defence rating.

1UK Ltd status
Do you want to keep your UK Ltd alive?
2IP / contracts
Do you have UK-registered IP or long-term UK contracts?
3UK tax exit
Are you breaking UK tax residency yourself?
Your recommended path

Path A, UK Ltd as IP holdco, UAE FZE as trading entity

Your UK Ltd stays alive but as a passive holding company owning your IP, trademarks, and patents. The UAE FZE becomes the active trading entity. Profits flow up through the UAE side; the UK side stays clean.

Typical engagement
AED 65k – 100k (≈ £14k – £22k)
Timeline
90–120 days
HMRC defence rating
Strong (with substance)
Read the full path A playbook
The three paths

Three legitimate ways to move your UK Ltd to the UAE.

All three are HMRC-defensible if structured properly. The right one depends on your IP, your contracts, and whether you're personally exiting UK tax residence.

A

UK Ltd as IP holdco

Most chosen, 60% of our engagements

Your UK Ltd stays alive but becomes a passive IP holding company. The UAE FZE is incorporated as a new entity for active trading. IP licensed from UK Ltd to UAE FZE under a transfer-pricing-compliant licence agreement.

  • UK Ltd holds: trademarks, patents, software IP, brand
  • UAE FZE holds: active trading, customer contracts, banking
  • Royalty flow modelled to satisfy UK transfer pricing
  • UK Ltd files dormant-trading or passive-income accounts
Best fit if: You have valuable UK-registered IP, want to preserve UK Ltd vintage, and you're personally exiting UK tax residence.

AED 65k – 100k (≈ £14k – £22k) · 90–120 days

B

UK Ltd dormant, UAE FZE active

25% of engagements

Your UK Ltd is formally dormanted (no trading activity, no UK income). The UAE FZE picks up all trading. Customer contracts novate to the UAE FZE. UK Ltd kept as a placeholder.

  • UK Ltd files dormant accounts annually (cheap)
  • UAE FZE handles all customer billing
  • Customer contracts novated (legal process)
  • Optional: liquidate UK Ltd in year 3 if no return needed
Best fit if: You have minimal UK IP, customers willing to novate, and you want a clean UAE-only operation but keep optionality.

AED 47k – 75k (≈ £10k – £16k) · 60–90 days

C

UK Ltd liquidated, UAE FZE fresh

15% of engagements

Your UK Ltd is voluntarily liquidated. UAE FZE is incorporated as a fresh entity with no UK historical link. Clean break, but capital-gains-tax event on UK Ltd liquidation may apply.

  • Members' Voluntary Liquidation (MVL) if solvent
  • BADR / Entrepreneurs' Relief may apply (10% CGT)
  • Customer contracts terminated or transferred
  • UAE FZE starts fresh, no shared history
Best fit if: UK Ltd has no IP, no contracts worth preserving, you want a completely clean exit, and the CGT cost is acceptable.

AED 37k – 65k (≈ £8k – £14k) · 60–90 days

Case · 2025 engagement · Path A
"Took my UK Ltd to a DMCC FZE under Path A, kept the IP holdco in the UK, exited UK tax cleanly. Saved more in year one than the entire fee."
UK SaaS founder · £8M ARR · 4 visas · Total engagement AED 83,700 (≈ £18,000) · Year-1 net tax savings ~£420,000
Common questions

What UK founders actually ask us.

What's the difference between Path A and Path B in HMRC defence?
Path A (UK Ltd as IP holdco) is the strongest HMRC defence because the UK Ltd is genuinely doing something, holding IP, receiving royalties, filing returns. Path B (dormant) is fine but more brittle if HMRC asks "what is the UK Ltd actually for?". Path A also preserves the option of bringing the UK Ltd back to trading if your plans change.
If I keep my UK Ltd, am I still UK tax resident?
No, your personal tax residence is determined by the Statutory Residence Test (SRT), not by whether you own a UK Ltd. You can be non-UK tax resident while owning shares in a UK Ltd. The UK Ltd files its own corporate return; you file your personal return (or don't, if you're non-resident with no UK income).
Do I need to physically be in Dubai for the migration?
You need to be in the UAE for visa processing (biometrics, Emirates ID, sometimes bank KYC). Typically 1-2 trips of 3-5 days each. The rest of the migration (UK side, UAE FZE incorporation, structuring) we run remotely.
What about customer contracts, can I just keep invoicing through UK Ltd?
You can, but it undermines the UAE structure. HMRC will look at where the value is being created. If your customers keep paying the UK Ltd, the UK Ltd is still trading. We help novate or re-paper customer contracts to the UAE FZE, it's straightforward in B2B SaaS, harder in long-term services contracts.
How does the new UK domicile reform affect this?
The April 2025 abolition of non-dom status made the SRT-based residence exit the primary tax-saving lever. UAE residence is now even more attractive because it's a clean break from UK tax obligations. The migration mechanics in this playbook still apply; we just model them against the new rules.
What if I want to come back to the UK in a few years?
Path A preserves this option best, your UK Ltd stays alive and your UK relationship is intact. If you return to UK residence, the UK Ltd can resume trading and you re-onboard to the UK tax system. The UAE FZE can continue operating or be wound down. We design the structure to be reversible.

Plan your UK Ltd → UAE FZE migration properly.

30-minute strategy call. We talk through your UK Ltd, your IP position, your timeline, and which of the three paths actually fits.

Book a 30-min FREE strategy call
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