You have a 12-person digital agency billing £800k per year. You are moving to Dubai. You want to take your client contracts with you. But you cannot just email them a new invoice from your Dubai entity and hope for the best. Most contracts have clauses that explicitly prevent this. Breach them, and you are looking at repudiation, damages claims, or losing the client entirely.
Transferring client contracts to a Dubai entity is a legal process, not an administrative one. It requires either novation, assignment, or a renegotiation of the existing terms. The right route depends on what your contracts say about change of control, jurisdiction, and governing law.
This guide covers the three main methods for transferring contracts, what to look for in your existing agreements, and how to approach clients without spooking them.
Why You Cannot Just Switch the Invoicing Entity
Your UK agency is a separate legal person from your new Dubai entity. If you start performing work through the Dubai company but the contract names the UK company, you are in breach. The client can refuse to pay, terminate the agreement, or claim damages.
The problem is worse if your contract has a jurisdiction clause specifying English courts and English law. Moving performance to a Dubai entity creates a practical and legal mess. The client agreed to deal with a UK-registered company subject to UK law. Change that unilaterally, and you have broken the contract.
Most agency founders assume their client relationships are personal enough that the legal entity does not matter. It does. Until you have a dispute, an audit, or a client who decides to enforce their rights.
What Your Contracts Actually Say
Before you do anything, pull every client contract you have. Read the following clauses specifically:
- Change of control clause. This gives the client the right to terminate if you sell the company, change ownership, or transfer the contract to another entity. Some are triggered by a change in "effective control" of the agency, which a Dubai relocation can trigger even if you keep the same shareholding structure.
- Assignment clause. This says whether you can transfer the contract to a third party. Many contracts say "no assignment without the client's prior written consent." Some say "no assignment at all."
- Jurisdiction and governing law clause. This specifies which country's courts handle disputes. If it says England and Wales, your Dubai entity cannot rely on it.
- Non-compete and non-solicit clauses. These can prevent you from approaching the client after termination of the UK contract, which complicates a clean handover.
If your contract is silent on assignment and change of control, the default position under English law is that you can assign the benefit of the contract (the right to be paid) but not the burden (the obligation to perform the work). That is a problem, because agency work is mostly about performance.
Method One: Novation
Novation is the cleanest way to transfer client contracts to a Dubai entity. It replaces the UK company with the Dubai company in the contract. All rights and obligations transfer. The client agrees to deal with the new entity from a specified date.
Novation requires a three-way agreement between you (the UK company), the client, and your Dubai entity. It is a formal legal document. It typically includes:
- A release of the UK company from all future obligations
- An assumption of all future obligations by the Dubai entity
- The client's consent to the change
- A confirmation that existing liabilities remain with the UK company unless agreed otherwise
Novation is best for long-term retainer contracts where the relationship is ongoing. It gives the client certainty and protects you from future claims.
The downside: it requires the client to actively sign something. Some clients will refuse. Some will use it as an opportunity to renegotiate pricing or scope. You need to plan for that.
Method Two: Assignment
Assignment transfers the benefit of the contract (the right to receive payment) but not the burden (the obligation to do the work). That makes it unsuitable for most agency contracts, where you are obligated to deliver services.
If your contract allows assignment, you can assign the right to invoice and collect payment to your Dubai entity. But you remain liable for performing the work under the UK company. That defeats the purpose of moving operations to Dubai.
In practice, assignment is only useful if you are keeping the UK company alive to perform the work and routing payments through the Dubai entity. That is a more complex structure and creates transfer pricing issues. It is rarely the right answer for a full relocation.
Method Three: Termination and New Contract
If your contract has a notice period, you can terminate the UK agreement and offer the client a new contract with your Dubai entity. This is the simplest method legally, but it carries commercial risk.
The client is not obliged to sign the new contract. They can walk away. If you have a strong relationship, they probably will not. But if a competitor is circling, or if the client has procurement rules that require competitive tendering, you could lose the business.
This method also triggers any non-solicit or non-compete clauses in the original contract. Check those carefully before you terminate.
For short-term or project-based contracts, termination and re-signing is often the most practical route. For long-term retainers, novation is safer.
How to Approach Clients About the Transfer
Clients do not care about your tax planning. They care about service continuity, data protection, and legal risk. Frame the conversation around those priorities.
Here is a typical approach:
- Tell them you are relocating to Dubai for personal or operational reasons.
- Explain that your Dubai entity will take over the contract to ensure continuity.
- Reassure them that the same team, same processes, and same service levels apply.
- Confirm that data will be handled in compliance with UK GDPR (which applies extraterritorially).
- Ask for their consent to novate the contract or sign a new one.
Do not mention tax savings, lower corporate tax rates, or the UAE's 0% personal income tax. That information is irrelevant to the client and creates unnecessary concern.
Give clients a timeline. Most will agree if you handle it professionally. The ones that do not are usually clients you would have lost anyway.