Licences & changes
Changing legal form and converting between jurisdictions
Sole establishment to LLC, free zone to mainland, one zone to another. Some are conversions that preserve the entity; others are a new company with a new licence and everything rebuilt.
What it covers
What this licence actually permits.
Changing legal form means moving between structures — a sole establishment becoming a limited liability company, a civil company becoming an LLC, a free zone company converting to mainland. The critical distinction is whether the change is a true conversion in which the same legal person continues with a different form, or whether it is in substance the creation of a new entity and the winding up of the old one. That determines whether contracts, licences, registrations and history carry across.
Where continuity is not preserved, the consequences reach a long way. Customer contracts may need novating rather than assigning. The bank account is a new account with a new onboarding, meaning the trading history that supported a credit facility restarts. Employee visas are cancelled and reissued under the new establishment card. The customs code, the VAT registration and the corporate tax registration may all need to be reissued. None of this makes the move wrong — moving from a free zone to the mainland to serve domestic customers is often exactly right — but it should be planned as a project rather than treated as an amendment.
At a glance
- True conversion
- Same legal person, different form — continuity preserved
- New entity
- Effectively incorporation plus winding up of the old
- Contracts
- May require novation rather than assignment
- Banking
- A new entity means new onboarding and lost trading history
- Employees
- Visas cancelled and reissued under the new establishment card
- Registrations
- Customs, VAT and corporate tax may all need reissuing
What it costs
Proportions indicative — they shift with visa count, premises and activity.
The procedure
What the amendment involves.
- Establish whether continuity is preservedThis single question determines the whole plan and the answer depends on the authorities involved.
- Map what does not carry acrossContracts, bank relationship, credit facilities, registrations, employee visas.
- Sequence banking earlyA new entity needs a new account, and opening it takes weeks you cannot spend without one.
- Plan the employee transitionVisas cancelled and reissued means a period of administration for every member of staff.
- Novate the material contractsAssignment may not be sufficient where the counterparty's consent is required.
Related
Questions
There are routes to do so, and whether the entity continues or a new one is created depends on the authorities involved. That determines everything else.
If the legal person continues, usually with an update. If a new entity is created, it is a new account and a new onboarding.
Where a new entity is created, visas are cancelled and reissued under the new establishment card, which is a period of administration per employee.
Not necessarily. Where continuity is not preserved, material contracts may need novating with the counterparty's consent.
One question
What are you actually trying to change?
Name, activity, manager or address — each is a formal amendment with its own fee, and most require a fresh MOA addendum before the licence is reprinted. Bundling several amendments into one submission usually costs less and takes no longer than doing them one at a time.
How amendments runOr just ask usShare transfers are notarised, not administrative. Every shareholder signs or is represented under an attested power of attorney, the bank has to be told, and the UBO register updates within days rather than at the next renewal.
Transferring sharesOr just ask usThen do it properly rather than letting the licence lapse. An abandoned company accrues renewal penalties, immigration liabilities and a corporate tax deregistration fine, and it blocks the shareholders from clean incorporations later.
Closing down cleanlyOr just ask us