Corporate Structuring & Incorporation

We provided comprehensive support for the registration and licensing of a cryptocurrency exchange and a payment company in Georgia. Legal analysis of local regulations and international standards, including tax and reporting requirements, was performed. Internal documentation and procedures were prepared to comply with both local and international standards.

The client successfully registered the company in Georgia and obtained all required licenses for cryptocurrency activities. The tax impact analysis enabled the client to set up accurate tax reporting and reduce risks in crypto asset operations.

At the first stage, we analyzed possible contractual schemes and developed an interaction structure aimed at minimizing tax risks associated with affiliated legal entities. After that, we prepared key contracts for the client: a license agreement under which the main CIS company received the rights to use key software for managing pharmacy chains, and a marketing services agreement under which the UAE company provided SEO support for the client's websites in the CIS.

The project ensured legal protection of transactions, minimized risks, and created a sustainable platform for the international development of the client's business. In particular, the client significantly increased its audience reach and online sales, which led to increased recognition and an increase in the client base.

We developed a comprehensive solution, including a contractual scheme for effective interaction between companies, preparation of key contracts for regulating internal and external operations, financial mechanisms and payment management, IP protection and management. Particular attention was paid to the latter in order to eliminate possible conflicts between companies, simplify cooperation with external partners and ensure automatic consolidation of all IP under the main copyright holder.

As a result of the reorganization of the structure, the client received a legally verified scheme of ownership and asset management, which made it possible to increase the efficiency of intellectual property management, ensure legal protection of digital assets, streamline financial flows between companies and reduce operational and tax risks in international activities.

We analyzed the tax and corporate implications of the proposed structure and described the tax benefits available to the group of companies in Cyprus and Hong Kong, agreed on the optimal solution for the ownership of shares in the companies between the founders of the group and developed protection mechanisms in the event of conflict between the founders, including a set of option agreements for each of the companies that not only comply with applicable law, but are also automatically enforceable in the relevant jurisdictions.

The group of companies was successfully incorporated in Hong Kong and Cyprus taking into account tax efficiency and corporate benefits. All founders received fair and transparent mechanisms for the ownership of shares in the company, and the developed option agreements provided legal mechanisms for the founders to exit the business in case of disagreement. The company operates successfully, taking into account all legal and tax requirements.

The target structure required both companies to have different shareholder compositions, as well as agreements between them. We drafted two shareholder agreements for both companies, amended the constituent documents (memorandum and articles of association) of both companies, split the shares of one of the companies and issued a new class of shares, ensured the transfer of shares of each company to the target shareholders.

A corporate structure was created, including a holding company and an operating company for the actual conduct of business and project development. All corporate procedures were closely linked and synchronized with the acquisition of intangible assets and attracting investments into the companies.

We provided full support and general management of the company liquidation process in Egypt, including preparation of shareholders’ and directors’ resolutions on the company liquidation, liquidation balance sheet, selection and appointment of a liquidator in Cairo, publication of information on the company liquidation in the media, filing of liquidation notices to government agencies.

Successful liquidation of a subsidiary in Egypt in compliance with local legislation.

We conducted a comprehensive Due Diligence, including an analysis of the corporate structure and IP, developed and agreed on the structure of the transaction, taking into account the national legislation of Uzbekistan and the projected tax burden. In addition, we consulted on the integration and adaptation of corporate standards in the conditions of the Uzbek market.

Successful closing of the transaction to acquire a stake in a promising startup in Uzbekistan, specializing in the development of software for financial services, with an office in Tashkent.

We assessed the current corporate structure in terms of tax burden, security and control over the assets of the group of companies and identified potential risks taking into account the specifics of the industry and market.

A detailed plan for optimizing the client's corporate structure was presented: creating a holding and distributing functions between the companies of the group.

We developed a plan for incorporating the client’s company in Kazakhstan, supported the company registration process, opening an account, and full relocation and employment of more than 80 employees. After completing the incorporation process, we consulted the client on accounting and personnel records in Kazakhstan, and also supported the process of obtaining Astana Hub resident status.

Full relocation of the GameDev company from the CIS to Kazakhstan and obtaining Astana Hub resident status.

We developed a model for liquidating a company (in India there is no direct regulation for voluntary liquidation, only at the initiative of third parties, in case of bankruptcy, etc.) and prepared all the necessary documents to launch the liquidation process, including financial statements.

Liquidated the client's subsidiary in India.

We developed a corporate structure for companies with the participation of a nominee shareholder and registered the company in Hong Kong. After that, we supported the transfer of shares of a Hong Kong company to the capital of a UAE fund and supported the process of opening a corporate bank account in mainland China and Kazakhstan.

Launch of a turnkey business taking into account the multi-jurisdictional nature of the project.

The group consisted of 16 companies located in Belarus, Brazil, Vietnam, Hong Kong, India, Kazakhstan, China, the Netherlands, Russia, the UAE, the USA and Finland. An important condition was the implementation of all stages of restructuring without the personal
presence of directors and shareholders during implementation. Taking these conditions into account, we developed a restructuring model.

Restructuring of an international group of companies in order to improve the efficiency of the asset management system and minimize the risks of loss of ownership.

We studied the requirements and procedures for registering a company in Bahrain, including the need for licensing depending on the business sector, developed an optimal corporate structure taking into account national requirements and international standards.

Supported the process of registration and obtaining all the necessary permits to start a business in Bahrain.

We prepared a legal opinion on the rules for registering a company and licensing requirements for conducting esports activities, as well as a step-by-step map for working with the company's IP (the structure of distribution of rights, features of registering IP objects in the KSA).

Developed a detailed plan for entering the Saudi Arabian market and further
scaling of the company using a franchising model.

We have developed an individual Charter of the fund, formed a multi-stage structure of the fund, consisting of individuals and legal entities, and created protective mechanisms for the ultimate beneficiaries and their heirs.

Foundation establishment in the Abu Dhabi Global Market Free Economic Zone.

We developed a business model and facilitated the establishment of a joint venture to bring pharmaceutical products to the markets of China, Hong Kong, Macau, and Taiwan.

A joint venture was established, with our legal support secured for the next three years, covering corporate governance, financing, drug registration, distribution, and clinical trials.