Case studies

We have developed a proposal for possible contractual schemes and structures to minimize tax risks associated with affiliated legal entities. As part of the project, we prepared key documents: a license agreement under which the main CIS company received the rights to use software for managing the pharmacy chain, and a marketing services agreement under which the UAE company provided SEO promotion of the client's websites in the CIS.

The client received a stable and legally verified structure of interaction between its companies in the CIS and the UAE, which allowed it to optimize tax and operational processes, improve the efficiency of pharmacy chain management, and increase its online presence and audience reach.

At the first stage, we analyzed possible contractual schemes and developed an interaction structure aimed at minimizing tax risks associated with affiliated legal entities. After that, we prepared key contracts for the client: a license agreement under which the main CIS company received the rights to use key software for managing pharmacy chains, and a marketing services agreement under which the UAE company provided SEO support for the client's websites in the CIS.

The project ensured legal protection of transactions, minimized risks, and created a sustainable platform for the international development of the client's business. In particular, the client significantly increased its audience reach and online sales, which led to increased recognition and an increase in the client base.

The target structure required both companies to have different shareholder compositions, as well as agreements between them. We drafted two shareholder agreements for both companies, amended the constituent documents (memorandum and articles of association) of both companies, split the shares of one of the companies and issued a new class of shares, ensured the transfer of shares of each company to the target shareholders.

A corporate structure was created, including a holding company and an operating company for the actual conduct of business and project development. All corporate procedures were closely linked and synchronized with the acquisition of intangible assets and attracting investments into the companies.

We have developed an individual Charter of the fund, formed a multi-stage structure of the fund, consisting of individuals and legal entities, and created protective mechanisms for the ultimate beneficiaries and their heirs.

Foundation establishment in the Abu Dhabi Global Market Free Economic Zone.

Over a number of engagements, our team advised clients from a wide range of industries — including IT and technology, agriculture and agri-commodities, oil and gas, and retail — on establishing and structuring their presence in the UAE. Each client’s business model called for a different free zone and licensing route, and we guided them through ADGM, Meydan, JAFZA and other free zones, matching the jurisdiction and licence category to the nature of their activity, from software development and commodity trading to energy logistics and e-commerce. 

The work went well beyond selecting a free zone and filing incorporation paperwork. For technology clients, this meant structuring entities capable of holding and licensing intellectual property, accommodating future fundraising rounds, and building in ESOP-ready governance from day one. For agricultural and commodity-trading clients, we addressed warehousing and import/export licensing, supply-chain financing arrangements, and the operational realities of moving physical goods through free zone customs regimes. Oil and gas and energy-trading clients required activity-specific licensing and closer attention to counterparty and sanctions screening given the nature of cross-border energy trade, while retail clients needed structures able to support both e-commerce operations and physical storefronts, together with any related franchise arrangements. 

In parallel, we advised each client on the practical matters that determine whether a UAE structure actually functions day to day: corporate governance and shareholder arrangements, local employment and payroll set-up, UAE corporate tax registration and compliance, free zone substance requirements, and the regulatory framework specific to their licensed activity. Where clients were setting up more than one entity — for example a holding company alongside one or more operating subsidiaries — we also planned the group structure with an eye to future bank account opening, visa quota allocation and intercompany arrangements, so that the corporate structure and the operational needs of the business were aligned from the outset rather than reworked later.

Across these engagements we incorporated and structured companies for clients in the IT, agriculture, oil and gas, and retail sectors in ADGM, Meydan, JAFZA and other UAE free zones. Each structure was delivered with the full set of supporting corporate documentation — MoAs, shareholders’ agreements, and, where relevant, ESOP documentation and governance frameworks — giving clients operational entities that were ready to bank, hire and trade from day one, rather than merely registered on paper.