Group structuring
Design and implement multi-entity corporate group structures — holding-OpCo separation, IP holding vehicles, and intercompany frameworks — for tech and gaming businesses expanding across jurisdictions.
What our clients face
Expanding into new markets
Your corporate group is growing into new jurisdictions, consolidating after acquisitions, or preparing for investment, and the legal architecture needs to keep pace.
Holding-OpCo separation
You need to set up a holding company to separate asset ownership from day-to-day operations, or move IP into a dedicated vehicle to centralise licensing revenue.
Outgrown your original structure
The business has moved beyond its original single-entity setup and requires redesigned management and control frameworks to match current operations.
Technology assets at the centre
Group structuring is especially critical when platforms, proprietary code, user data, or game engines sit at the centre of the group and drive most of its value. Without a deliberate structure, you risk misallocated profits, weak IP protection, and regulatory exposure across every jurisdiction.
Informal intercompany arrangements
If your finance team is patching intercompany flows with informal arrangements, or your tax advisers keep flagging substance gaps, it is time to design the group properly.
Our approach
Corporate, tax, and technology expertise combined
Futura Digital combines corporate, tax, and technology expertise to design group structures that reflect how tech and gaming businesses actually operate. We start by mapping the existing group — entities, intercompany agreements, IP ownership chains, and cash flows — and identify where the structure diverges from reality.
Holding-OpCo separation
A UAE or offshore holding company owns the equity and receives dividends, while operating subsidiaries in each market handle local revenue, employment, and regulatory compliance. We select the right free zone for each function — DMCC for commodity and trading businesses, ADGM or DIFC for regulated financial activities, DIC, DSO, or in5 for technology operations — based on licensing scope, regulatory framework, and substance thresholds.
IP holding and licensing
Technology IP — source code, trademarks, game titles, content libraries — is housed in a dedicated entity, often in Singapore, Cyprus, or the UAE, with intercompany licence agreements that route royalties on arm's-length terms. We draft the licence agreements, set initial royalty benchmarks aligned with the UAE's transfer pricing framework, and build documentation packages that withstand audit.
Substance and control
Every entity in the structure has a defined role, local decision-makers, and genuine operational activity. We prepare board resolutions, delegation frameworks, and management agreements that demonstrate substance to tax authorities in the UAE, EU, and APAC.
Multi-jurisdictional compliance
Where the group spans the UAE, BVI, Hong Kong, Singapore, or Cyprus, we coordinate with local counsel to ensure each entity meets its filing, reporting, and beneficial ownership obligations. We maintain a compliance calendar so nothing falls through the cracks during restructuring.
Stages of work
Group structure review
We begin with a two-week diagnostic that produces a current-state map, a gap analysis, and a recommended target structure. You receive a visual org chart with entity roles, jurisdiction rationale, and intercompany flow diagrams.
Implementation
Once the target structure is agreed, we move to implementation. For new entities, we handle incorporation in the chosen free zone or offshore jurisdiction, obtain trade licences, and assist with corporate bank account opening — a process requiring careful preparation, particularly for holding companies and offshore structures where banks conduct extensive due diligence. For existing entities, we draft or renegotiate intercompany agreements — IP licences, management service agreements, cost-sharing arrangements, and intra-group loan facilities — ensuring each contract reflects the actual flow of services and assets.
Transfer pricing documentation
We prepare local files and, where required, master files that set out the group's pricing methodology, comparable benchmarks, and functional analysis for each entity. This is especially important for IP-heavy groups where royalty flows between a UAE holding company and operating subsidiaries in Europe or Asia attract scrutiny.
Governance framework
The final phase covers board composition, signing authorities, meeting schedules, and reporting lines that demonstrate real substance in every jurisdiction. We deliver a Group Structure Manual — a single reference document covering entity roles, intercompany terms, compliance deadlines, and escalation procedures — so your in-house team can maintain the structure without relying on external counsel for routine decisions. Typical engagements run eight to twelve weeks from diagnostic to fully documented structure.
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