CORPORATE STRUCTURING & RESTRUCTURING

Overview 

  • The UAE offers diverse corporate vehicles across the mainland, free zones (DIFC, ADGM, DMCC, JAFZA, DAFZA, Meydan, etc.), and offshore jurisdictions. Selecting the right structure is critical for foreign ownership, tax optimisation, compliance, and investor readiness.

  • Corporate restructuring, on the other hand, becomes necessary for capital changes, shareholder disputes, debt restructuring, IPO readiness, succession planning, or cross-border reorganisations.

  • Key legal frameworks include:

    • UAE Companies Law (Federal Decree-Law No. 32 of 2021) for onshore entities.

    • DIFC Companies Law and ADGM Companies Regulations for free zone entities.

    • ESR, UBO registers, VAT and Corporate Tax compliance frameworks.

How Can Corporate Structuring Lawyers Help? 

  • Entity Selection & Incorporation

    • Advising on mainland vs free zone vs offshore incorporation.

    • Establishing holding companies, SPVs, and family offices.

  • Governance & Compliance

    • Drafting shareholder agreements and board charters.

    • Ensuring compliance with ESR, UBO, VAT, and tax reporting.

  • Restructuring Transactions

    • Share swaps, mergers, demergers, and reorganisations.

    • Capital reductions/increases, buy-backs, and dividend policies.

  • Succession & Exit Planning 

    • Family business succession structures.

    • Designing exit strategies through sale, IPO, or liquidation.

Our Experience In Corporate Structuring 

  • Structured family-owned holding companies for succession planning across the UAE and offshore jurisdictions.

  • Guided a fintech company through restructuring ahead of Series A fundraising, ensuring compliance with investor requirements.

  • Drafted share swap and capital restructuring agreements for cross-border M&A.

  • Assisted multinational corporates in moving headquarters into DIFC for tax optimisation and governance.

  • Managed liquidation and deregistration of multiple free zone SPVs for cost rationalisation.

Legal Services We Provide

  • Mainland, free zone, and offshore company formation

  • Holding company and SPV structuring

  • Shareholder agreements and governance documents

  • Corporate restructuring, reorganisations, and capital transactions

  • Liquidation, de-registration, and exit advisory

⚖️ At Pin Legal Consultancy, our corporate structuring lawyers design and implement legal frameworks that ensure compliance, protect shareholder interests, and optimise business growth. Whether forming a new entity, reorganising for investment, or winding down operations, we deliver clarity, precision, and strategic foresight.

Precision-Driven Advice for Your Next Corporate Move in the UAE

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