We use cookies for analytics to improve your experience. Privacy Policy
Designing legal architectures for multinational groups — from market entry and free zone selection through to group reorganisation, tax-optimised holding structures and board governance.
For CEOs and CFOs expanding into the Middle East or restructuring existing operations, the corporate structuring decision is foundational. The choice between a mainland LLC, a DIFC company, a JAFZA entity, a Saudi branch, or a French SAS determines your ownership rights, regulatory obligations, tax position, visa allocation, liability exposure, and exit options. Get it wrong and you face years of costly reorganisation. Get it right and you build a platform for scalable, multi-jurisdictional growth.
GSDA Legal Consultants advises multinational corporates, family offices, sovereign wealth funds and PE-backed portfolio companies on the full spectrum of corporate structuring — from initial market entry and entity formation through to complex group reorganisations, cross-border mergers, demergers, and intra-group asset transfers. We work across UAE mainland and free zone jurisdictions (JAFZA, DMCC, DIFC, ADGM, DAFZA, IFZA, RAK), Saudi Arabia (MISA licensing, Saudisation compliance, KAFD and NEOM special economic zones), Qatar (QFC and mainland), Bahrain, Kuwait, Oman, France and wider Europe.
Our corporate governance practice goes beyond compliance box-ticking. We design governance frameworks — board charters, committee mandates, delegation-of-authority matrices, related-party transaction policies and compliance programmes — that reflect both regulatory requirements and the commercial reality of how boards actually operate. For family-owned enterprises and sovereign entities, we bring particular sensitivity to succession planning, family governance protocols and the interface between family constitutions and corporate constitutional documents.
With the introduction of UAE Corporate Tax (9% effective June 2023), the restructuring landscape has fundamentally shifted. Transfer pricing compliance, substance requirements for qualifying free zone entities, tax grouping rules, and the interaction between mainland and free zone structures now require tax-aware corporate design from the outset. GSDA integrates tax structuring into every corporate reorganisation.
Related Sectors
The challenges you face
Companies that incorporate in the cheapest or most convenient free zone — without analysing activity restrictions, visa quotas, banking access and regulatory requirements — often discover within 12 months that they need to re-incorporate elsewhere, at significant cost and disruption.
While the UAE removed the 51% local sponsor requirement for most activities, strategic sectors remain restricted, individual emirates maintain local requirements for government contracts, and practical banking and licensing realities still favour local partnerships in certain industries.
UAE Corporate Tax at 9% — plus transfer pricing, substance requirements and free zone qualifying income rules — has made legacy group structures tax-inefficient. Companies that have not restructured face unnecessary tax leakage, compliance penalties and lost free zone incentives.
50/50 joint ventures and multi-shareholder structures without robust deadlock resolution mechanisms — Russian roulette, Texas shootout, put/call options — create paralysis when partners disagree on strategy, capital calls or exit timing.
Cross-border group restructurings involving asset transfers, share-for-share exchanges, demergers and entity dissolutions trigger regulatory approvals, employee transfer obligations, VAT implications and contractual novation requirements that must be sequenced precisely to avoid value destruction.
Family-owned conglomerates — common across the GCC — often operate with informal governance that creates succession risk, related-party transaction exposure, and vulnerability to shareholder disputes when the founder generation transitions.
We advise on entity selection and formation across UAE mainland, free zones (JAFZA, DMCC, DIFC, ADGM, DAFZA, IFZA, RAK), Saudi Arabia (MISA licensing), Qatar (QFC), Bahrain, Kuwait, Oman and France — analysing activity restrictions, ownership rules, visa allocation, banking access, substance requirements and total cost of establishment to recommend the optimal structure.
We conduct comparative analysis across 40+ UAE free zones, benchmarking licence costs, permitted activities, visa quotas, office requirements, regulatory frameworks, banking relationships and qualifying free zone person (QFZP) status under UAE Corporate Tax Law — ensuring clients select structures that maximise commercial and tax efficiency.
We draft shareholders' agreements, articles of association and constitutional documents that address equity structure, board composition, reserved matters, drag-along/tag-along rights, pre-emption rights, deadlock resolution (Russian roulette, Texas shootout, expert determination), anti-dilution protections and exit mechanics — calibrated to the governing law and enforcement jurisdiction.
We manage complex group reorganisations — including cross-border mergers, demergers, hive-downs, share-for-share exchanges, intra-group asset transfers and entity migrations — coordinating the regulatory, tax, employment and contractual workstreams across multiple jurisdictions to execute restructurings cleanly and without value leakage.
We design governance frameworks — board charters, committee terms of reference, delegation-of-authority matrices, conflict-of-interest policies, related-party transaction protocols and whistleblowing procedures — that satisfy regulatory requirements (CMA, DFSA, AMF), institutional investor expectations and ESG reporting standards.
We advise on structuring and restructuring group architectures to optimise the interaction between UAE Corporate Tax (9%), qualifying free zone income (0%), transfer pricing compliance, tax grouping rules, participation exemptions and withholding tax treaty networks — ensuring that corporate structures are tax-efficient from inception.
For GCC and European family-owned businesses, we design family governance protocols — family constitutions, family councils, next-generation development frameworks — and align them with corporate constitutional documents, succession planning instruments, trust structures and Sharia inheritance considerations.
We advise international companies on Saudi market entry structures — MISA investment licences, branch registrations, Saudi LLC formation, special economic zone establishment (KAFD, NEOM, Ras Al-Khair) — including Saudisation (Nitaqat) compliance, commercial registration, chamber of commerce requirements and the comparative analysis of branch vs subsidiary structures.
The 2025 amendments to UAE Federal Decree-Law No. 32 of 2021 (Commercial Companies Law) introduced several significant changes: companies can now issue multiple classes of shares with different voting and economic rights, enabling preferred-share structures common in venture capital; companies can transfer registration between free zones and emirates without dissolution and re-incorporation; and a new non-profit company form has been introduced. These changes align UAE corporate law with international best practices and give companies greater structuring flexibility. GSDA advises on leveraging these new provisions for corporate restructuring.
Since the 2021 amendments to the Commercial Companies Law, foreign investors can own 100% of mainland UAE companies for most commercial activities. However, certain strategic sectors remain restricted, including oil and gas exploration, banking (subject to Central Bank licensing), insurance, and activities relating to security and defence. Individual emirates may maintain additional restrictions on specific activities. The 51% Emirati ownership requirement has been removed for most activities, but companies bidding for government contracts may still benefit from local partnership. GSDA advises on activity-specific ownership analysis and optimal structuring.
JAFZA (Jebel Ali Free Zone) is ideal for manufacturing, logistics, and physical trading with direct port access and competitive warehouse rents. DMCC (Dubai Multi Commodities Centre) is the leading free zone for commodities trading, with 25,000+ registered companies, and offers a Crypto Centre for virtual asset businesses. DIFC is a common-law financial centre regulated by the DFSA, suited to financial services, fintech, and professional services. IFZA (International Free Zone Authority) is a low-cost option for SMEs and consultancies. Each offers different licence costs (from AED 11,750 to AED 50,000+), visa allocations, and regulatory frameworks. GSDA helps clients select the optimal free zone based on their activity, staffing needs, and commercial objectives.
The Saudi Companies Law (Royal Decree M/132 of 2022), effective January 2023, eliminated the minimum capital requirement for Saudi LLCs (previously SAR 500,000 for certain activities), simplified formation procedures, and introduced new flexibility for shareholder agreements. For joint stock companies, the minimum board is 3 directors (previously 5 for listed companies). The law also permits single-shareholder LLCs and introduces statutory squeeze-out rights for majority shareholders holding 90%+ of shares. GSDA advises on Saudi entity formation, governance structuring, and capitalisation under the new regime.
Under UAE Corporate Tax Law (Federal Decree-Law No. 47 of 2022), a tax group can be formed where a UAE parent company holds 95%+ of another UAE company's shares, capital, and voting rights. Tax group members file a single consolidated return and intra-group transactions are eliminated. However, qualifying free zone persons (QFZPs) receiving the 0% rate on qualifying income cannot be included in a tax group with mainland entities. This creates planning complexity for groups operating across multiple free zones and the mainland. GSDA advises on group restructuring to optimise the interaction between grouping rules and free zone incentives.
Offshore companies registered in RAK ICC, JAFZA Offshore, or Ajman Free Zone cannot convert directly to mainland entities. The typical process involves incorporating a new mainland LLC, transferring assets, contracts, and employees, obtaining a new trade licence from the relevant Department of Economic Development, and then dissolving the offshore entity. The conversion triggers regulatory approvals, VAT registration changes, and employee transfer under the UAE Labour Law. The process typically takes 4-8 weeks. GSDA manages the full conversion process, including contractual novation and regulatory filings.
Yes. The 2025 amendments to the UAE Commercial Companies Law introduced a new non-profit company form for the first time. These entities can pursue social, cultural, educational, or environmental objectives and may generate revenue to fund their activities, but profits cannot be distributed to shareholders. This new vehicle is separate from the existing association and charity registration frameworks under Federal Law No. 2 of 2008. GSDA advises social enterprises, foundations, and international NGOs on establishing UAE non-profit entities and structuring their governance frameworks.
Under the Saudi Foreign Investment Law and MISA (now Ministry of Investment) regulations, a foreign company can register a branch in Saudi Arabia to undertake the same activities as the parent. Requirements include MISA investment licence, Ministry of Commerce commercial registration, chamber of commerce membership, Saudisation compliance from day one, and a minimum physical office presence. Branch profits are subject to 20% income tax on the foreign entity's Saudi-source income (compared to 15% zakat for Saudi-owned entities). GSDA advises on the commercial and tax implications of branch vs subsidiary structures in Saudi Arabia.
We needed to restructure 14 entities across four GCC jurisdictions after UAE Corporate Tax changed the economics of our group structure. GSDA mapped the entire reorganisation — regulatory filings, employee transfers, VAT re-registrations, contract novations — and executed it in under five months without a single operational disruption.
CFO — European Manufacturing Group, Middle East Operations
The GSDA advantage
40+ years of cross-border corporate structuring experience — we have designed market entry architectures, reorganised multinational groups and structured holding companies across every major GCC jurisdiction and France.
Integrated tax and corporate capability — with UAE Corporate Tax now live, we embed tax structuring into every entity formation and reorganisation, ensuring structures are optimised for transfer pricing, substance and free zone qualifying income from day one.
Free zone expertise across 40+ UAE zones — we know the practical differences between JAFZA, DMCC, DIFC, ADGM, DAFZA, IFZA, RAKEZ and others, including the banking access, visa and regulatory realities that marketing brochures do not disclose.
Governance frameworks that actually work — our board charters and governance documents are designed for how companies actually operate, not for compliance filings. We have designed governance for family conglomerates, sovereign-backed entities and PE portfolio companies.
Saudi market entry depth — our Riyadh office provides on-the-ground capability for MISA licensing, Saudisation compliance and the regulatory practicalities of operating in the Kingdom, not just theoretical advice from a distance.
