Corporate Structuring

Structuring your business operations can get complicated. What every company needs is help with the optimal design that addresses commercial objectives as well as simplification of the entire process. This is where Al Tamimi & Company can help as we are one of the few law firms in the Middle East with a dedicated Corporate Structuring practice.

Specialist corporate structuring advice

The strength of our team comes not only from our in-depth knowledge of relevant laws and regulations in every jurisdiction where we have a presence, but also our awareness of the local regulatory practices based on our extensive practical experience and our working relationships with regulatory authorities and Ministries throughout the Middle East.

We advise on a wide range of corporate structuring and restructuring related projects and specialise in the design and implementation of bespoke, legally compliant corporate structures, no matter how complex and challenging our client’s goals may be.

Our corporate structuring services

• Company formation including establishment of branch and representative offices of foreign companies, limited liability companies, and free zone entities.
• Group reorganising including restructuring and deregistration of existing entities to achieve maximum management and operational efficiency.
• Advising on group restructuring in the context of private placement or acquisition.
• Advising on optimal corporate structure to conduct commercial activities at all stages.
• Advising on cross-border transactional and acquisition structures.
• Drafting, reviewing and advising on incorporation documentation, nominee and shareholder agreements and any other related agreements or contracts as required.
• Advising on corporate laws and regulations including regulatory strategies and compliance.
• Providing government authorities with regulatory advice in connection with the establishment of free zones and drafting implementing regulations to provide the legislative framework for setting up and regulating corporate entities in such free zones.
• Advising government authorities on the regulatory framework to attract foreign direct investment including the setting up of state-owned special purpose vehicles to facilitate corporate incubation. We also advise on corporate laws and regulations including regulatory strategies and compliance.
• Providing advice on all aspects of corporate licencing including possible incongruity between licenced and real or desired commercial activities with legal and practical solutions to align the two.
• Licenced to act as Company Service Provider or Registered Agent for corporate entities in specific free zones for the purpose of acting as an incorporation agent for corporate entities, providing company services, acting as a registered office provider, providing directors, company secretaries, councillors, or registered agents to a corporate entity, or offering nominee shareholders to the entity.
• Implementing changes to ownership structure, inter-group share transfers, share transfers generally and amendment in the memorandum and articles of association to effect such transfers.
• Advising on corporate matters connected with government tendering specifically ideal corporate structure to carry out obligations under the tender.
• Corporate regulatory due diligence to advise on and ensure corporate compliance in context of acquisition sales and general in-house cleaning.

Examples of our corporate structuring work

Company formation and structuring:

• Constructor San Jose SA, a major Spanish Contracting Company on advice relating to the documentations and requirements for setting up their branch office in Abu Dhabi and on the new regulations of the Engineering Department for the classification of the branch.
• A global cosmetics company on advice relating to establishing a joint venture in the Kingdom of Saudi Arabia (KSA).
• Canon Middle East on their joint establishment in Qatar with Salam Technology;

Group Reorganisation and Investment/Acquisition Structures:

• Vista Global on incorporation in the DIFC, structuring and acquisition of its entities to become the largest private jet sector operator in the world.
• Aster DM Healthcare on its complex cross-border restructuring across the GCC.
• Saudi Arabian Fertilizer Company (SAFCO) on advice relating to the acquisition of the Bahrain related elements proposed at USD1.2bn acquisition from SABIC of SABIC’s interests in various agricultural nutrient assets, including interests in Gulf Petrochemical Industries Company (GPIC) in Bahrain.

 Cross Border Transactional Advice:

• Kanoo Group on the sale of certain travel business assets, across the GCC, to American Express Global Business Travel.
• POSCO on the sale of a steel fabrication plant in Ras Al Khaimah.
• A leading shipping company counsel to the steering committee of the merger between Qatar Shipping and Qatar Navigation, the first merger ever undertaken between listed public companies in Qatar.

Establishment and Regulation of Government Entities and Free Zones, General Regulatory Advice:

• The governments of Dubai and Sharjah on advice relating to the establishment of free zones in the respective Emirates.
• Dubai International Financial Centre (DIFC) on its establishment. This is in terms of their decree in its initial stage, their internal regulations, assisting the DIFC on their regulatory body and the DFSA which is their financial services regulatory board. Reviewing and commenting on all their laws and regulations before the same were enacted. Working with the DIFC and the Federal Government in issuing the Federal Governmental law in establishing the DIFC and amendments to the same including the Cabinet Ministerial Decree. 
• The KSA Ministry of Municipal & Rural Affairs (MoMRA) on advice relating to developing their investment contracts.