The UAE

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.

The client is a fast-growing international technology company providing AI-powered programmatic solutions for mobile app growth, helping marketers, publishers and agencies around the world acquire, retain and monetise app users. Following the establishment of its regional presence in the UAE, the client built out a local office of more than 50 employees across sales, engineering, marketing and operations, and engaged us to run its corporate, employment and accounting functions on a fully outsourced basis. 

On the corporate secretarial side, we act as the client’s ongoing CSP, handling licence renewals, corporate filings, UBO and economic substance reporting, board and shareholder resolutions, and day-to-day liaison with the relevant free zone and regulatory authorities, so that the entity remains in good standing at all times without the client needing an in-house corporate team. 

On employment, we manage the full HR lifecycle for the client’s growing headcount — drafting and updating employment contracts and internal policies, handling onboarding and offboarding, visa and work permit processing and day-to-day employee relations matters, stepping in as needed on more sensitive issues such as performance management and terminations. 

On accounting, we provide bookkeeping, monthly management reporting, VAT and corporate tax compliance, and payroll processing, giving the client a reliable finance function without the overhead of building one internally. 

The engagement runs on a day-to-day basis rather than as a series of one-off instructions: we function as the client’s embedded legal, HR and accounting department, with a dedicated point of contact who handles routine matters as they arise and flags only what genuinely requires the client’s own decision.

We help clients open and structure corporate bank accounts across UAE jurisdictions – both freezone and mainland – for companies with varying levels of ownership complexity: from single-shareholder companies to groups with multiple shareholders, complex multi-layer holding structures, and entities with parent companies incorporated in other jurisdictions, as well as foundations and trading companies. Rather than applying a standard checklist to every application, we approach each mandate individually, taking the time to fully understand the client’s ownership, business activity and objectives before engaging with any bank. 

For every case, we assemble a bespoke package of supporting documents tailored to the specific requirements and risk appetite of the bank in question, recognising that no two banks assess the same structure in the same way. This depth of upfront preparation – understanding the case fully and gathering the right documentation from the outset – allows us to move through the compliance stage more efficiently and reach approval and account opening significantly faster than a generic, one-size-fits-all application.

We provide ongoing immigration and employment support to clients across the full life cycle of their UAE operations, starting well before the first hire and continuing through to complex, contested exits. On the immigration side, this began with residency visas for employees, business owners and their dependents, where we managed the process end to end — medical testing, Emirates ID issuance, and the renewals that inevitably follow as teams grow. For investor clients, we advised on qualifying for and obtaining Golden Visas on the basis of investment, real estate ownership and other qualifying criteria, which often meant working backwards from the investment structure itself to make sure it would actually satisfy the visa criteria rather than assuming it would.

As clients began hiring, we supported them in obtaining work permits across free zone and mainland entities, working through quota allocations, labour card requirements and MOHRE compliance — details that are easy to get wrong when a client is scaling headcount quickly across more than one licence. Employment matters did not stop at onboarding: we advised on standard terminations and offboarding, covering notice requirements, end-of-service benefits calculations, visa cancellation and repatriation formalities, so that routine exits closed cleanly without lingering liability.

Not every exit was routine. In a number of cases, terminations were driven by conflict — performance disputes, allegations of misconduct, or breakdowns in the working relationship — and we advised on structuring these exits to minimise legal and reputational risk while protecting the client’s position, often negotiating settlement terms designed to avoid escalation altogether. Where disputes did escalate, we represented and advised clients in labour disputes before MOHRE conciliation and in court litigation, on matters ranging from unpaid wages and wrongful termination claims to broader contractual disputes, drawing on the same understanding of the client’s business built up through the earlier, less contentious stages of the relationship.

We have supported clients across the full spectrum of immigration and employment matters — from residency and Golden Visas through work permits to contentious terminations and labour litigation — helping them build and manage their UAE workforce compliantly, and stepping in decisively when relationships with individual employees broke down.

We analyzed the UAE legislation, including the requirements of the Central Bank of the UAE and the Virtual Assets Regulatory Authority (VARA) — Dubai's crypto regulator, which has licensed only 21 companies in its entire history. We prepared a project implementation roadmap and a set of legal documents providing the necessary legal framework for launching the product in accordance with VARA.

The client received a fully developed market entry strategy that meets the unique requirements of the UAE.

The client requested assistance with recognition and enforcement of the two judgments of the Dubai Court of First Instance in Russia. The case concerned recovery of debt from the debtor under the guarantee agreement.

We have prepared two expert opinions on the UAE law showing that there is a reciprocity between the Russian Federation and the UAE, which was based on the case of recognition and enforcement of the Russian judgment in the UAE previously handled by BGP Consulting.

As a result, the Russian court granted applications and recognised and enforced the UAE judgments in Russia, holding that this was possible on the basis of the principles of international comity and reciprocity.

This was the first publicly known precedent of recognition and enforcement of the UAE judgment in Russia. Thus, BGP Consulting managed to form the practice of reciprocity between the UAE and Russia by making a first precedent of recognition of the Russian judgment in the UAE and then – recognition of the UAE judgment in Russia.

The client requested assistance with recognition and enforcement of the Russian judgment in the UAE.

​We prepared and filed an application for recognition and enforcement of the Russian judgment with the Dubai Court of First Instance. The application was considered ex parte within 5 days under Article 222 of the UAE Civil Procedure Code, upon which it was granted by the court. 

The decision of the court of first instance was appealed by the debtor to the Dubai Court of Appeal, which denied the appeal at the end of December 2023. The Dubai Court of Appeal held that (i) for the purposes of recognition and enforcement of the Russian court judgment in the UAE there is no requirement for the international treaty between the Russian Federation and the UAE, and (ii) the debtor did not prove the lack of reciprocity in relation to recognition and enforcement of the judgments between the Russian Federation and the UAE.

In parallel, the Dubai Court of First Instance commenced the enforcement proceedings against the debtor, during which the court seized the bank accounts of the debtor and imposed a travel ban prohibiting his exit from the UAE. Ultimately, the claim was satisfied in the course of the enforcement proceedings and the client received the funds. 

This was the first publicly known precedent of recognition and enforcement of the Russian judgment in the UAE. The whole process from the moment of filing an application with the Dubai Court of First Instance until receipt of the funds in the enforcement proceedings took three months.

An international fintech company invested in an ADGM-incorporated fintech start-up through its BVI holding structure. The founder and former director of the start-up violated ADGM financial regulations, commingled client funds with company assets, and embezzled the invested capital.

We commenced LCIA arbitration proceedings against the former director, claiming damages for misrepresentation under the subscription agreements and for breach of fiduciary duties.

The tribunal awarded the client over USD 40 million in damages.

The client requested assistance with registering a will through the DIFC Courts to structure the distribution of assets located in the UAE. ​ 

We prepared a will that clearly outlined the distribution of assets, appointed an executor and witnesses, and included contingency instructions for unforeseen circumstances. Registration via the DIFC Courts allowed the use of English common law and enabled more flexible estate planning mechanisms.

As part of the group’s market entry into the UAE, the partners required estate planning for a package of shares held in ADGM. The key goal was to ensure a transparent transfer of corporate rights and compliance with partnership agreements in case of unforeseen circumstances. ​ 

We prepared a will that formalized the agreed succession plan for the shares. The document was executed through the Abu Dhabi Judicial Department in both English and Arabic, included the appointment of an executor, and specified the order of transfer should the primary beneficiaries be unable to inherit.

A client who owned property in Dubai requested support with drafting a will through Dubai Courts to prevent the application of default inheritance rules. ​ 

We prepared the will in both English and Arabic, identified the heirs, appointed an executor, and included fallback provisions should the primary beneficiaries be unable to inherit. The will was notarized through Dubai Courts.

The client’s request was to structure the business in such a way that there would be neither corporate income tax or VAT implications in the UAE, nor any implications regarding the payment of a registration fee resulting from the transfer of the land plot from a third-party investor.

We developed a two-tier structure for the client, including a holding company that would own the development company. This has simplified the process of bringing new investors into the business.

The structure allowed for the creation of a tax group, which reduced the client's tax burden.

We advised the client on incorporating a company and obtaining the necessary licenses to engage in the trade of works of art.

Our scope of work included analyzing the corporate income tax and VAT implications related to the client’s core business activities.

The project takes into account the latest legislative reforms and clarifications from the UAE Cabinet of Ministers regarding the relevant taxes.

We advised an international investment group on restructuring the ownership of a Russian closed-end investment fund through the UAE and Bahrain. Our work included a comparative analysis of ADGM and Bahrain structures, tax and legal assessment, sanctions and currency control analysis, and the design of an optimal cross-border investment structure.

The client received a comprehensive restructuring strategy that minimized tax, sanctions and regulatory risks, simplified corporate administration and enabled informed decision-making on relocating the investment structure to a neutral jurisdiction.

We advised an international investment company on establishing a three-tier investment structure spanning Russia, the Astana International Financial Centre (AIFC) and Abu Dhabi Global Market (ADGM) for investments into private equity. Our work included tax and legal analysis across all jurisdictions, assessment of currency control and sanctions implications, and the design of a tax-efficient investment structure using a qualified investment fund in ADGM.

We developed a compliant cross-border investment platform that minimized tax, regulatory and sanctions risks while supporting efficient capital flows and future global private equity investments. The structure provided the client with a sustainable framework for implementing its international investment strategy and evaluating future investment opportunities.

We advised the client on establishing a UAE-based platform for the acquisition, leasing and operation of Boeing aircraft to support the expansion of its international cargo operations.

We designed the ownership structure and operating model of the platform, prepared the full contractual framework for aircraft acquisition and leasing, supported negotiations with international lessors, coordinated aircraft registration with foreign aviation authorities, and structured an operating model enabling the compliant deployment of the aircraft across multiple jurisdictions.

The client obtained a first-of-its-kind cross-border aviation platform enabling the acquisition and operation of foreign-manufactured aircraft through a tailored leasing structure – a legal framework supporting the expansion of international air cargo operations and combining aircraft leasing with operational management in a single compliant model.

We advised the client on structuring the operation of a Boeing 737-700 in the UAE, addressing the regulatory and operational requirements applicable to private and commercial aircraft use.

We developed a compliant operating structure for the aircraft, analysed UAE aviation, customs and regulatory requirements, reviewed the existing aircraft-related arrangements, designed a charter-based operating model, coordinated with the UAE civil aviation authorities on the required approvals, and advised on temporary import and tax implications.

The client obtained a secure and efficient operating model for the aircraft in the UAE – a structured framework balancing regulatory compliance, operational flexibility and asset protection.

We advised the client on establishing an international maritime logistics and distribution structure to support export growth and supply chain efficiency across multiple jurisdictions.

We built an Oman-based holding structure, established subsidiaries in Vietnam, India and Brazil, and designed tailored maritime transportation and distribution models reflecting local import requirements and Incoterms rules. The project also involved developing a maritime law mechanism for the sale of goods in transit through the assignment of rights under bills of lading, together with supporting financing and compliance arrangements.

The client received a comprehensive international logistics platform optimising maritime transportation flows, providing effective control over distribution operations and enabling expansion into Asian and Latin American markets – a framework combining corporate, financing and maritime law solutions for long-term international operations.