Transaction Structuring

Carve-outs, business demergers and going-concern transfers, structured to qualify for Business Restructuring Relief under Corporate Tax Law and out-of-scope treatment for VAT as a transfer of a going concern where the conditions are met. We coordinate the corporate approvals and registrations required at the entity, free zone authority and Ministry of Economy level. For Indian-linked groups, we work alongside Indian counsel on the reliefs, slump sale treatment under Income-tax Act 1961, and the stamp duty position.

Holding structures for intellectual property (trademarks, patents, software, brands and royalty streams) designed to sit in the jurisdiction that fits the underlying activity. We test against the Qualifying Free Zone Person regime, transfer pricing rules under the UAE Corporate Tax Law and OECD principles and the participation exemption. Substance and decision-making location matter as much as the headline rate, and we build the structure accordingly.

Repatriation of profits, capital and exit proceeds to shareholders located in India, the UK, Europe, the US and other jurisdictions. We map the position under the relevant double tax treaty, the participation exemption, withholding tax in the source country, and the recipient's home-country rules including pass-through regimes. The objective is a repatriation route that survives audit on both sides.

Inbound holding structures for foreign MNCs setting up a UAE platform, regional headquarters or treasury hub. We work across mainland, various free zones, and offshore options, selecting the layer that fits operational reality, treaty access, repatriation flexibility and the group's wider Pillar Two position. For groups within scope of the UAE Domestic Minimum Top-up Tax effective for financial years starting on or after 1 January 2025, we build top-up tax modelling into the structuring conversation rather than retrofitting it later.

Joint venture formation and structuring for UAE market entry, including sectors where mainland activity requires a UAE national or UAE-registered partner. We advise on the commercial and governance terms of the JV: shareholding structure, management rights, board composition, profit-sharing mechanisms, exit clauses, tag-along and drag-along provisions, and the tax treatment of the arrangement on formation and exit. For cross-border JVs with Indian, US or European counterparties, we coordinate on the home-jurisdiction regulatory and tax position alongside the UAE structuring.