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Arbitration or Litigation for Global Investment Disputes: How Governing Law, Jurisdiction and Enforcement Shape the Choice

The choice between arbitration and litigation can have a decisive influence on how disputes are resolved and enforced.

International investments often comprise cross-border elements. This is particularly the case where the assets are diversified, numerous jurisdictions are involved and the contracts are negotiated in a foreign country. In commercial relationships, disputes are likely to arise that may be resolved relatively simply, but pose significant challenges when it comes to determining which venue has jurisdiction.

This is especially the case in connection with disputes over foreign shareholder agreements, infrastructure investments, joint ventures, financing arrangements and takeovers. A contractual dispute may be submitted to a national court, an international arbitration tribunal or an arbitration under an investment treaty. The consequences for the dispute management process, interim protection, costs and enforceability will be significantly different.

Arbitration is often the preferred method due to its neutrality and international enforceability, but litigation can offer more extensive powers, including appeals and greater control over third parties. At the same time, neither of these tools is universally advantageous. The choice between them depends on the nature of the investment, the contractual formulation and, above all, on the location of the assets of the obligor.

Governing Law and Jurisdiction Are Not the Same

One of the most common mistakes when drafting international investment contracts is confusing governing law with jurisdiction.

Although the terms often overlap, these concepts are different in almost every legal system and the principles that apply to them are also different. Governing law determines the law that will govern the obligations of the parties. The jurisdiction clause determines which court will have jurisdiction over disputes, while an arbitration agreement determines which arbitration rules will apply to the dispute.

An agreement governed by English law and subject to arbitration in Singapore will involve applying English substantive law to interpret the contractual obligations, while arbitration proceedings in Singapore will be governed by local arbitration legislation.

The law governing the contract does not always apply to all issues. The arbitration agreement’s validity, regulatory requirements, company law or property law may involve different rules. The tribunals or courts also have to consider whether there are mandatory laws that must be applied or whether there are applicable conflict-of-laws rules.

For investors, this nuance is especially important because in international disputes, problems often arise precisely due to the incorrect drafting of the contract. Conflicts can arise between different jurisdiction clauses, as well as different governing law and arbitration rules. The resolution of jurisdiction disputes consumes significant resources without directly shedding light on the essence of the conflict.

Why Seat of Arbitration Matters

The seat of arbitration is not a place where hearings are held, but rather the legal jurisdiction where the arbitration proceedings are considered to take place. Consequently, it is determined by the arbitration law under which the arbitration tribunal has jurisdiction.

An arbitration seated in London can have its hearings in Dubai or Singapore, without affecting the fact that it is still a London arbitration. This means that it is the law of the seat that governs the arbitration powers of the tribunal and the courts that may have jurisdiction over challenges to awards or other measures.

When choosing the seat of arbitration, investors should consider the general reliability of the judiciary, arbitration legislation, judicial oversight of arbitration, and the grounds for challenging awards. The arbitration law of individual jurisdictions such as Singapore, England and Wales, France and Hong Kong is well developed. However, this does not mean that the approaches of these jurisdictions are identical in relation to arbitration.

The arbitration legislation of many jurisdictions is based on the UNCITRAL Model Law on International Commercial Arbitration. This instrument also contains recommendations on the extent to which courts should intervene in arbitration proceedings, and what measures courts should take at the request of the parties, including preliminary injunctions. The choice of the seat of arbitration and the associated arbitration law, which determines the procedural aspects of the dispute settlement, is no less significant.

The Enforcement Question Can Often Decide the Matter

Even if the winning party manages to obtain a favorable decision or award, this does not automatically entitle them to recover the due amount. One of the advantages of arbitration is the ease of enforcement of awards under the New York Convention of 1958, which has been ratified by almost all jurisdictions. This instrument provides for the recognition and enforcement of arbitration awards in contracting states, which removes many of the obstacles to enforcement.

However, it is necessary to consider the exceptions, including the possibility for the local courts to refuse recognition or enforcement. This may be the case, if, for example, the arbitration agreement was concluded on unequal terms, or if the award was issued illegally or exceeded the jurisdiction of the tribunal. In any case, the New York Convention does not protect against local enforcement proceedings and does not ensure the possibility of immediate execution of the award.

Meanwhile, the situation with the enforcement of court decisions is more complicated. The recognition and enforcement of foreign judgments depends on the legislation of individual countries, bilateral agreements or the Hague Convention of 2019 on the Choice of Court Agreements, which has so far been ratified by a few states. This instrument provides for the recognition and direct enforcement of judgments in contracting states, but the procedure for doing so depends on the specific circumstances of each case.

Consequently, an investor who has received a favorable decision or award may face difficulties when it comes to the actual enforcement of this decision and the seizure of the assets.

The asset location factor is especially relevant in this regard. If the respondent has significant assets in a particular jurisdiction, enforcement proceedings should be initiated there, even if this is not the most convenient option. Even an enforceable award may be subject to various objections, including the insufficiency of assets for offsetting the due amount, the priority of other creditors, or the impossibility of enforcing this measure under local law.

Urgent Measures Are Sometimes More Significant than Waiting for the Final Decision

There are disputes in which time is of the essence. This is especially the case when it comes to investments protected by international treaties or arbitration agreements. A shareholder may believe that company assets are at risk of being transferred to another party, a contracting party may terminate the agreement to dereference pledged assets, or confidential information may be at risk of being misappropriated.

National courts are often in a better position to respond to such situations, as they can issue and enforce decisions that restrain the enforcement of disputed assets. However, this factor also applies to arbitration. The seat of the arbitration determines the law according to which the arbitral tribunal can issue all measures, including preliminary, interim and final measures.

This may be limited by the rules of the arbitration institution, but the possibility of requesting preliminary measures is usually provided for, as is the case with the rules of the ICC, according to which an emergency arbitration award may also be issued. Under the new ICC Arbitration Rules 2026 that came into force in June 2026, an emergency arbitrator may be appointed ex officio.

However, the availability of this option and the extent to which it is available depends on the specifics of the dispute, the arbitration rules and the seat of arbitration. Emergency measures are subject to the law of the seat, which may require additional steps to enforce them.

If the dispute concerns assets that must be subject to immediate seizure or other third-party measures, the situation may arise where it is necessary to resort to the intervention of the local judiciary, despite the existence of an arbitration agreement. Investors in disputes of this kind should carefully consider whether the arbitration clause includes language that would prevent them from applying to the local court for urgent measures. A properly drafted arbitration clause should minimize the risk that the request for judicial protection will be interpreted as a violation of the arbitration agreement.

Litigation Has Its Own Advantages over Arbitration

Although arbitration is often the preferred choice when it comes to international investment disputes, litigation has its advantages. Above all, courts have more tools at their disposal to compel witnesses to appear and produce evidence. This is important in disputes in which there are allegations of fraud, concealment of evidence or other violations committed by third parties who have not concluded an arbitration agreement. Litigation also provides for detailed procedural controls, which are often considered a disadvantage in arbitration, but which turn out to be decisive in complex disputes.

Finally, this kind of dispute resolution is characterized by transparency, although this varies depending on the jurisdiction. Arbitration proceedings are held behind closed doors by default, but this may not be the case if the parties so agree. On the contrary, litigation is conducted in public, which makes it difficult to protect commercial secrets. This factor, among others, may be decisive in choosing between arbitration and litigation for an investor who cares about the confidentiality of the dispute details.

Neither of the two methods is universally superior in terms of costs and speed. Litigation is generally considered to be more time-consuming, but arbitration costs can be prohibitively high for small disputes. At the same time, the complexity of the claims, the need for additional evidence and enforcement proceedings also affect the final cost. Commercial litigation, especially when it comes to proving allegations of fraud, can be associated with significant expenses, including legal fees and a long trial.

Treaty Claims Require a Separate Analysis

Not all investment-related disputes are purely contractual in nature. If the measures taken by the state affect the investor’s assets, they may have to turn to the bilateral investment treaties that have been concluded between the investor’s home country and the host country. These instruments set out the terms for protecting investments and require states to submit disputes to international arbitration. The content of such treaties varies from jurisdiction to jurisdiction, but they generally cover compensation for expropriation, protection against discrimination and other violations. However, the mere existence of the treaty does not automatically entitle the investor to compensation, but rather requires a separate analysis of the details of the dispute.

Investor-state disputes are often governed by the ICSID Convention, but other arbitration rules are also available. Each of these instruments, in turn, has detailed provisions on the recognition and enforcement of awards. An ICSID award is binding on the contracting states, which must enforce it as if it were a domestic judgment. However, this does not extend to all measures, for example, the seizure of assets in the event of the respondent’s default. In addition, each state has the right to adopt laws on ICSID arbitration and its enforcement, including those relating to state immunity from execution.

ICSID arbitration and other forms of dispute resolution under investment treaties have their own procedural peculiarities. At the same time, there are also exceptions, including variations in the requirements for eligibility to bring a claim, definitions of the term investment, and the ability to restructure investments. When choosing between arbitration and litigation, an investor who finds himself in a dispute under an investment treaty should take into account all the subtleties of the wording of the applicable instruments. The same applies to the analysis of jurisdiction, which is often complicated by overlapping claims and potential double recovery.

The Nuances of the Contract Are Often Decisive

Dispute resolution clauses are often the last detail in an investment contract, which means that they are given less attention. However, the choice between arbitration and litigation and all the nuances that go with it can affect the entire transaction.

A properly drawn up clause should contain information on the governing law, the seats of arbitration, the rules of arbitration institutions, language, the number of arbitrators, and the list of disputes subject to arbitration. The allocation of jurisdiction clauses is particularly relevant to disputes concerning complex investment structures that may include many contracts. Their wording should be carefully considered so that, for example, a dispute arising under one agreement does not end up in a completely different dispute resolution procedure than a dispute under a related agreement.

Parties should also consider whether consolidation of disputes is possible, whether new parties can be added to the dispute, and whether the dispute resolution method allows for recovery against guarantors or related entities. Finally, before determining which procedure to use, it is necessary to analyze the practical aspects of enforcing the decision, the availability of urgent measures, the complexity of evidence collection, and the cost of lengthy proceedings.

A Commercial Decision With Long-Term Legal Consequences

The choice between arbitration and litigation is ultimately a commercial decision that weighs the risks to the investment against the possibility of a swift and safe recovery of the due amount. Arbitration offers neutrality and expertise, as well as relatively simple enforcement of awards through the New York Convention. Litigation, on the other hand, offers more options for enforcing assets, especially when it comes to third-party claims. International investors considering one of these two options should understand the advantages of each procedure, as well as the alternatives that may be available to them.

They should also consider that, in some cases, the two procedures can be combined. Courts can be used to supplement arbitration, for example, by obtaining urgent interim measures, while arbitration agreements under investment treaties can be used to protect against state interference.

In making this choice, investors should bear in mind that the enforceability of the decision in the relevant jurisdictions is often more important than the ability to win the dispute. The right to recover the investment with a minimum of costs and time is essential to any commercial decision.

Dr. Sunil Ambalavelil is the Global Executive Chairman of Kaden Boriss, an international law firm specialising in franchise and business agreements. A seasoned legal adviser, he has advised and supported the international growth of numerous global brands, helping them navigate the legal complexities of cross-border expansion. For enquiries or further information, contact ask@tlr.ae or call +971 52 644 3004 . Follow The Law Reporters on WhatsApp Channels.

Why Opening A Corporate Bank Account Is A Test Of Legal Structure, Ownership And Commercial Substance

Banks scrutinise ownership, origins of funds, business substance and cross-border transactions before opening accounts.

An international company can be incorporated within days, with a registered address, constitutional documents and a certificate confirming its legal existence. Opening a corporate bank account, meanwhile, can prove to be significantly more challenging. Financial institutions are now asking not only who owns a company, but why it was incorporated in a specific jurisdiction, where the funds will come from, how the business will operate and whether its transactions conform to its commercial purpose.

For international investors, entrepreneurs and groups of corporate entities, banking is becoming an integral element of legal structuring, not an administrative step to be taken after incorporation. A company may meet all requirements imposed by the relevant company registrar but still be denied a bank account. The difference between the two lies in the fact that state entities are concerned with facilitating corporate formation and legal existence, while financial institutions worry about money laundering, regulatory compliance and the very customers they deal with.

The shift has particularly impacted businesses operating networks of companies across the Gulf, Europe, Asia and other financial centres. Holding companies, special purpose vehicles, trading groups and family office structures can all benefit from being organised across multiple jurisdictions. At the same time, interlinked corporate groups with complex ownership structures, large volumes of cross-border transactions and significant intercompany receivables/payables may find themselves questioned by banks about their economic substance.

Incorporation Does Not Guarantee Banking Access

Company formation and bank account authorisation are two separate processes. A corporate registry can grant incorporation approval upon submission and payment of the required documentation, while a financial institution will review and analyse all matters pertaining to the company before granting access to its services. The latter may examine the company’s line of business, owners, directors, physical and virtual location, projected revenues, customers and the countries where transactions will take place.

Company licensing and incorporation certification confirm certain aspects of a business’s existence but say little about its banking needs and ability to satisfy them. A newly incorporated consultancy firm with a business licence and headquarters may have no employees, contracts or operations to report at the time of account opening. Similarly, a holding company with no operational staff may be entirely legitimate if it exists to facilitate equity transfers, share dividends and other corporate finance matters. In either case, the documentation may be sufficient, but the evidence of operations and commercial substance may be required.

In addition, banking institutions tend to make commercial judgments within their areas of responsibility. They operate under different guidelines depending on the country, sector and products, and therefore vary in their risk appetites and willingness to comply with specific customer segments. One bank may be comfortable with facilitating international trade finance, while another may be hesitant to engage with the same transaction due to its complexity and costs. At the same time, a positive response from a company registrar does not obligate a bank to accept an application. Companies should be aware that banking considerations should inform their international corporate structuring decisions at the earliest stages. The choice of jurisdiction, for example, is not merely a matter of cost or speed but of the bank’s ability to understand and accommodate its customers’ needs.

Know Your Customer And The Ownership Chain

Know your customer (KYC) requirements are the cornerstone of account opening. As the name implies, banks aim to understand the corporate entity they intend to deal with, reviewing its legal structure, directors, signatories and beneficial owners in the process. Some of this information is standard across all entities, but others are down to the company’s organisational choices.

The most common concern that arises during KYC checks is the identity of ultimate beneficial owners and their ownership structures. A company can be owned by another, which can be held indirectly by a trust, foundation or special purpose vehicle. Each structure is entirely legitimate and common across jurisdictions, but the chain of ownership must be reviewed and documented for banking purposes.

Ultimately, a bank must be able to demonstrate a direct link between an individual and the shares, assets or voting rights they possess in the company. It may request ownership documentation, share certificates, company constitutions, shareholder registers, trust deeds or any other relevant information. It may also seek clarification on who exercises control over the customer, even if they do not hold the majority of shares, by examining voting rights, appointment rules or any other factors.

Several discrepancies can arise during this stage, as one would expect from the differences between corporate registry requirements and those of financial institutions. A shareholder may not be registered against the same company in the same capacity as per corporate filings, while a company’s ownership register may indicate a significantly different level of ownership. It is not uncommon for the registered owner to be different from the one nominated in a trust, nor for a family member to hold entitlements to shares indirectly.

While such circumstances are not necessarily fraudulent, they may require additional clarification and even correction of the records. International groups in particular should review the consistency of their accounting, tax, ownership and banking documentation, as variations between the levels of detail or filing requirements are common across jurisdictions. One country’s filing rules do not necessarily apply to another, and beneficial ownership rules can differ for corporate entities in different jurisdictions. Therefore, a company should be aware that meeting the requirements of one banking regulator does not oblige it to comply with another.

Source Of Wealth And Source Of Funds

Source of wealth and source of funds are frequently conflated, but the two terms describe significantly different concepts. Simply put, source of wealth refers to how a customer acquired their wealth, while source of funds describes the origin of the money being deposited by them. The two are often intertwined, but the distinction is significant in certain scenarios.

Wealth can come in many forms, such as the sale of an asset, business or even skills, and the supporting documentation will depend on the method. An individual who has sold their interest in a company, for example, may be asked to provide relevant sale documentation, while a shareholder redeploying their earnings into a new venture will be expected to demonstrate their ownership of said gains.

At the same time, funds are received from a source, which may also have varied from the ones from which the customer has acquired their wealth. The deposits can be made directly by the owner/investor or by another entity on their behalf, particularly in the case of international transfers. Documentation will therefore be required outlining the source, as well as supporting evidence such as bank statements, audited accounts, tax computations, dividend certificates, sale agreements and others depending on the situation.

It is rare for a single document to suffice, as the bank must be satisfied that the customer’s wealth equals or exceeds the value of the proposed transactions. Similarly, the funds deposited with the bank must be demonstrably linked to the customer’s wealth. Where deposits do not originate from the customer themselves, the bank must be able to verify that the instructions provided are legitimate.

Particularly with international transfers, the chain of custody must be established using the relevant documents, ensuring that the money is reaching its intended destination. Multiple accounts may be used across jurisdictions to complete the transfer, with local currency conversion and other factors impacting the final deposit amount. A completed transaction should therefore be able to demonstrate the parties involved and the purpose of the movement of funds, which may require an explanation of the circumstances.

Business Substance And The Purpose Of The Structure

Economic substance has become a popular topic in relation to international companies, although it is one of those grey areas that can be difficult to define. Its requirements vary significantly between jurisdictions, and its compliance procedures have been challenged in court on more than one occasion. At the same time, economic substance should not be mistaken for an absolute requirement to operate from a specific region with employees on payroll.

A company’s operations are dictated by its purpose, which in turn defines its substance. A company can operate with minimal staff if its purpose is to hold and distribute dividends, as is the case with many holding companies. A special purpose vehicle (SPV) exists to finance a specific project and may have only one asset to its name. In contrast, a trading company must have more extensive operations in order to justify its expenditures, including staff, suppliers, logistics and more.

Banks will typically consider a company’s stated purpose when reviewing applications, as well as determining whether its operations align with it. They may ask to review the company’s management structure, where contracts are negotiated, where documentation is stored, where the company’s revenue is derived, and why the company is organised the way it is. The location of a registered office is informative but rarely sufficient. Similarly, tax residency, licensing requirements, local company law, and substance regulations in the relevant jurisdictions may dictate additional requirements.

A company should therefore understand the requirements of all relevant jurisdictions, which may differ significantly. Just because a bank will accept certain documentation does not mean that a local tax authority will view it as sufficient. Likewise, a bank’s requirement to review local presence documentation should not be mistaken for a formal statutory requirement by an international company law regulator. The challenge for international groups is to ensure that their legal, tax and banking documentation supports the purpose of the entity, outlining its operations and the rationale behind them.

Anti-Money Laundering And Transaction Monitoring

Anti-money laundering (AML) requirements go far beyond account opening, but they can certainly impact it. AML compliance measures are designed to prevent illicit activities such as money laundering and terrorist financing. They entail additional transaction monitoring procedures, which may flag suspicious movements for additional review. These can relate to the value and frequency of payments, counterparty risk, geographic risk, and other factors.

A company that has recently been incorporated and only reports minimal local activity but receives substantial payments from overseas may be subjected to enhanced scrutiny. Similarly, a business that does not report significant local revenue but regularly transfers money overseas may also be viewed as unusual. It is also relevant whether payments are being made to or from third parties with whom the company has no reported dealings.

A change in the transaction profile, including the volume of payments sent or received, can also raise concerns. This goes hand-in-hand with the company’s expectations, which should be realistic given the company’s status and operations. A newly incorporated entity may see an increase in its transaction volumes over time, while an international company may benefit from higher revenues due to its expanded operations.

It is important to note that changes in a company’s circumstances do not necessarily indicate fraudulent intent. New customers, contracts, suppliers and other factors can affect an entity’s transaction profile, particularly at the early stages of its operations. In any case, updated documentation should always be prepared to review and explain the situation, particularly where the bank has raised questions. It can also be a good idea to update the bank on a regular basis, particularly where the company anticipates an increase in activity.

Banks can also take additional steps if a suspicious transaction is identified, including halting payments, restricting specific services or terminating the relationship, depending on the severity and the bank’s internal policies. In some cases, the bank may be obliged to report the suspicious activity to local AML authorities. Suspending or terminating a customer is likely to have serious consequences, but in many cases, either option is preferable to becoming a party to illegal activities. A company is unlikely to be notified of a suspicious activity report, as such information is often confidential due to legal protection.

Corporate customers should always remember that transaction monitoring is an ongoing process and not a one-time procedure. Changes in ownership, operations, turnover, customers, jurisdictions, and sources of wealth and funds may impact transaction monitoring rules. Keeping documentation up to date and engaging proactively with banks can prevent unnecessary complications, although no company should overestimate their ability to predict what a bank will do in a specific scenario.

Cross-Border Structures And Jurisdictional Risk

Many international companies operate across borders, using the jurisdictions of their choice to their advantage. Holding companies, family offices and project-specific SPVs frequently utilise multiple financial centres to complete their objectives. A parent company may be incorporated in one jurisdiction, have subsidiaries in another and be serviced by a third, while a family investment vehicle may hold tangible and intangible assets in several.

Each additional jurisdiction added to a corporate structure brings additional considerations, as does the complexity of the choice itself. In particular, a bank will review the risk profile of the countries involved, reviewing whether they are subject to sanctions, money laundering rules, restrictions and other factors relevant to the transaction. It can also evaluate whether the company’s operations, counterparties and the movement of funds comply with the relevant regulations and the bank’s own risk appetite. All documentation must therefore include information about each jurisdiction involved, outlining the rationale for the decision.

It is important to remember that the evaluation of a company’s legal, tax and banking risks will be undertaken on a jurisdictional basis. A company that is incorporated in a renowned international financial centre is not automatically exempt from scrutiny, while one registered in a lesser-known location is not necessarily illegitimate. The focus should be on documentation, transparency, the nature of the company’s activity, the source and destination of funds, and the bank’s ability to review them all.

International groups should also be mindful of the difference between regulatory requirements and those imposed by a specific bank. A financial institution can request additional documentation beyond the ones explicitly required by the local company law. Another bank may have different requirements, which may vary significantly from one institution to another. If an application is rejected, it is always useful to review the reasons, if they are available, to understand whether the problem can be resolved by updating the documentation or choosing a different bank.

Building Banking Readiness Into Corporate Planning

Founders and investors should think about banking requirements alongside incorporation, licensing, tax and governance considerations. Before establishing a company, they should therefore be aware of the requirements they will need to satisfy, including preparing a comprehensive view of beneficial ownership, outlining the source of initial deposits, and projecting turnover and expenses with relevant transaction forecasts.

The supporting documents should be informative and relevant to the purpose of the company, as the bank will always scrutinise them for signs of legitimacy. A trading company, for example, will need to provide evidence of its contracts, suppliers and logistics, while a project company will need to provide documentation regarding its financing and the relevant transactions. Documents should be recent and relevant to the needs of the bank, with all information being verifiable upon request. Professional advisers can help companies satisfy the expectations of financial institutions, but neither a corporate service provider nor a lawyer can force a bank to open an account.

A company should choose its corporate structure based on its own commercial needs, rather than what it thinks a bank may find appealing. In that vein, it does not make sense for a company to revise its ownership structure or operations if the changes will not bring tangible benefits to its operations. At the end of the day, the ability to satisfy a bank’s requirements always comes down to a company’s ability to explain its activities. The company must be able to demonstrate why it was created, how it operates and what it intends to do in the future.

As international regulation becomes stricter, banking access is set to become a test of corporate transparency. An international company’s account is unlikely to be the end of its incorporation but the start of an ongoing relationship, which must be nurtured with care. Cross-border entities must be mindful of the questions they will be asked and the documentation they will need to provide.

UAE Doubles Minimum Jail Term for Murder Cases When Victim’s Family Waives Right to Retribution

Amendments to the Crimes and Penalties Law set prison terms of 15 to 20 years, even when the victim’s heirs waive qisas.

The United Arab Emirates has increased the minimum prison sentence for murder cases in which the victim’s heirs waive their right to qisas, or retribution, raising the term from seven years to 15 years under amendments to the country’s Crimes and Penalties Law announced on October 8.

Under the revised provision, offenders in such cases face imprisonment for between 15 and 20 years, compared with the previous range, which carried a minimum term of seven years and a maximum of 15 years. The change strengthens the punishment that applies when the victim’s legally entitled heirs relinquish their right to seek retribution, while preserving the distinction between that right and the state’s responsibility to prosecute serious crimes.

The amendment modifies Clause (3) of Article 384 of the law. It applies when the victim’s heirs waive their right to qisas at any stage of the legal proceedings or before the sentence is carried out.

The revised framework reflects the principle that a family’s decision to forgive an offender does not automatically remove criminal liability. While the waiver affects the right to seek retribution, the state retains the authority to impose a substantial custodial sentence in recognition of the seriousness of the offence and the need to protect public safety.

How The Revised Murder Sentencing Provision Works

Qisas is a form of retribution recognised under Islamic law. In cases of intentional killing, it may provide for capital punishment, subject to the applicable legal requirements and a court judgment. The victim’s legally entitled heirs may waive their right to qisas, but that decision does not necessarily bring the criminal proceedings to an end or absolve the offender of responsibility.

The amended Article 384(3) establishes a prison term of 15 to 20 years where the relevant waiver has been made. The higher minimum sentence significantly narrows the scope for imposing a shorter term in cases covered by the provision, while the revised maximum increases the potential period of imprisonment.

Courts will determine the appropriate sentence within the statutory range, taking account of the circumstances of the offence and the applicable sentencing rules. The amendment therefore preserves judicial consideration of individual cases while establishing a tougher sentencing framework for murder cases in which qisas is waived.

The change also reinforces the distinction between the rights of the victim’s heirs and the wider public interest in the administration of criminal justice. Forgiveness may resolve the family’s claim to retribution, but it does not eliminate the consequences of an unlawful killing under the criminal law.

What A Waiver Of Qisas Means For Criminal Liability

A waiver of qisas is not equivalent to an acquittal. It removes the heirs’ claim to retribution where the waiver is legally effective, but the offender may still face imprisonment under the applicable statutory provision.

This distinction is central to the revised sentencing framework. The law recognises the right of eligible family members to relinquish retribution while maintaining a separate punishment intended to reflect the gravity of the crime and deter serious violence.

The amendment does not mean that every case involving a waiver will automatically result in the same sentence. The applicable provision sets the range at 15 to 20 years, with the final term determined through the judicial process. The legal consequences may also differ where other offences or separate provisions of the law are involved.

In particular, a waiver of qisas does not automatically extinguish liability for a distinct offence that carries its own prescribed punishment. Whether any separate penalty applies depends on the facts of the case and the relevant legal provisions.

Amendments Also Change The Treatment Of Attempted Suicide

The changes to the Crimes and Penalties Law extend beyond murder sentencing. The revised framework also decriminalises attempted suicide, shifting the legal approach towards prevention, treatment and care for people experiencing psychological distress.

The policy aims to reduce the fear of criminal consequences that may discourage individuals in crisis from seeking assistance. By removing criminal punishment for the act of attempting suicide, the amendment seeks to encourage earlier intervention and access to appropriate support.

The change represents a shift in emphasis from penal consequences for the person experiencing the crisis towards addressing the circumstances that may lead to an attempt and facilitating access to help. It also distinguishes the person in need of support from those who may deliberately encourage or assist another individual to take their own life.

Graduated Penalties For Inciting Or Assisting Suicide

The amended law introduces graduated penalties for inciting or assisting suicide, with the punishment depending on the consequences of the conduct. Where the incitement or assistance results in death, the stated prison term is five to seven years.

This approach distinguishes between decriminalising attempted suicide itself and maintaining criminal responsibility for conduct that encourages or facilitates another person’s death. The revised framework therefore combines a more supportive approach towards individuals in psychological crisis with penalties for those whose actions contribute to a fatal outcome.

Taken together, the amendments address two different aspects of criminal justice: stronger punishment for murder when the victim’s heirs waive qisas, and a revised approach to suicide that places greater emphasis on prevention while retaining sanctions for incitement and assistance.

The changes underline the UAE’s approach of differentiating between the rights of individuals directly affected by an offence, the criminal responsibility of the accused and the state’s broader interest in protecting life and public safety.

For enquiries or further information, contact ask@tlr.ae or call +971 52 644 3004. Follow The Law Reporters on WhatsApp Channels.

One Business, Three Jurisdictions: How Global Groups Can Structure Ownership, Investment and Operations Across Borders

How UAE and Singapore structures can help global businesses manage ownership, investment and legal risks.

An international business rarely takes the form of a single, monolithic legal entity. As the group grows into new markets, attracts new investors or acquires new assets, the question arises of where the different companies should be based. The implications cut across ownership, investment, taxation and liabilities.

A possible answer is a parent company in the United Arab Emirates (UAE), a regional holding company in Singapore and operating subsidiaries in the key markets where the group does business. The parent could own the group as a whole while the Singapore entity could hold investments in different Asian businesses, while the local subsidiaries could undertake day-to-day operations and employment.

Such a structure can make commercial sense, particularly for a group that operates across the Middle East and Asia. But it is not the only answer: every company must have its purpose, and the structure must be examined in the context of the relevant laws and requirements.

The crucial question is not how many companies a group should have, but whether each one is fulfilling a purpose.

Separating Ownership From Operations

The most basic distinction is between owning a business and operating it. A parent company can own shares in other groups, manage its assets, and exercise its rights as a shareholder. An operating company can engage in the day-to-day activities with customers, suppliers, employees and regulators. In between, a holding company can own shares in a particular business or region.

The distinction is not always absolute, but it can simplify the management of a complex group structure. A company that owns and operates a factory, for instance, is likely to be subject to employment claims, product liability and regulatory demands. Creating a separate holding company to own the shares in the operating company can shield the parent from some of these risks.

It does not eliminate all risks: creditors can often look to the assets of the company that owes them money. Guarantees, security interests, insufficient capitalisation or the failure to operate separate companies can create liabilities. Courts can pierce the corporate veil when transactions have been structured to avoid obligations or obscure the relevant commercial realities.

Holding companies are not a guarantee of safety for subsidiaries, nor are any other corporate form. They are subject to the relevant laws depending on their location, organisation and activities. In general, a subsidiary can only protect itself against the liabilities of another company if it does not deal with its creditors directly and has no other obligations.

For an international group, the goal is to organise its activities in a way that reflects its purpose, not a structure that creates the appearance of separation without substance.

Why A UAE Parent May Make Commercial Sense

The UAE has become a popular location for businesses seeking to operate within the Gulf, the Middle East and international networks of investors. A parent company based in the UAE can serve as the ultimate holding company, providing governance, financing and strategic direction to the group, depending on its form, licence and activities.

The choice of the company's form is critical: a company incorporated in main UAE is subject to different laws than one incorporated in a free zone such as the Dubai International Financial Centre or Abu Dhabi Global Market. Free zone companies have different rules, restrictions and permitted activities.

A group considering a parent company in the UAE should consider where its directors will be based, which entity will own the intellectual property, how the funding will take place and whether the proposed activities are permitted or licensed. Tax rules also play a role: a parent company in the UAE may generate income from dividends, interest or other forms of investment income from its subsidiaries.

The UAE corporate tax regime in particular has important implications. A qualifying free zone person may benefit from a 0% rate on qualifying income if the relevant requirements are met. However, it is not always the case that a free zone company benefits from a 0% tax rate on all forms of income: it depends on the tax rules for the relevant category of income, and the requirements for qualifying income.

The location of a parent company should reflect the underlying commercial realities rather than assumptions about tax benefits.

Singapore As A Regional Holding Platform

Singapore is often considered by groups that operate investments and businesses across Asia. Its corporate laws, financial infrastructure, network of treaties and access to professional services can make it a useful location for a regional holding company.

In the proposed structure, a Singapore company could own the shares of several operating companies in different Asian markets. It could provide a platform for regional investment and management, taking in dividends and deploying capital in acquisitions, investments or operating companies, depending on the group's strategy and the relevant laws.

There are other considerations, starting with taxation. Singapore's rules regarding foreign-sourced income, exemptions, deductions and withholding tax apply depending on the source and type of income, and the conditions that must be met.

A company incorporated in Singapore is unlikely to be exempt from taxation on dividends, interest or other forms of income simply because it is located there. Its residence for tax purposes may also be relevant: a company's seat and tax residence are not always the same.

In general, Singapore's rules on corporate tax residence focus on where a company is effectively managed and controlled, looking at the relevant facts and circumstances. Board meetings, decision-making powers and the actual operation of the business can all be relevant.

A Singapore holding company that is managed and controlled elsewhere could find that it does not benefit from the same rules, or that its residence is not in line with its purpose or the application of relevant treaties. The structure needs to be justified on its merits.

For an international group, a Singapore holding company can be a useful structure. It is not one that always applies: costs, local tax rules, regulatory requirements and the question of whether the added layer of complexity creates value have to be taken into consideration.

Mapping The Flow Of Capital And Income

A multi-jurisdictional structure should be designed with a view to the flow of capital and income. The relevant categories include equity, shareholder loans, dividends, royalties, management fees and payments for goods or services. Each has its own implications, including its residence for tax purposes, potential exemptions or deductions, and any applicable withholding taxes.

For instance, the UAE parent company could finance the Singapore holding company, which could finance the operating subsidiary. The investment can take the form of equity, debt or a combination of the two, with its own rules in terms of documentation, taxation, transfer pricing and other considerations.

Debt financing can create obligations to repay, and to pay interest on the loan. These obligations can fall under different sets of rules, depending on the relevant domestic laws for borrowing, lending, taxation and other considerations. Interest deductions may be restricted, depending on thin capitalisation rules, earnings-stripping limitations or other domestic restrictions.

Intercompany transactions can be subject to withholding taxes, reporting obligations and other requirements. A tax treaty may reduce the rate of withholding tax, but only if the relevant requirements apply.

Dividends, meanwhile, involve considerations on both sides of the transaction. The operating subsidiary may be subject to rules in its jurisdiction regarding dividends, such as a withholding tax on payments to its shareholder. The tax treatment in the holding company's jurisdiction may be equally relevant, as may the parent company's rules on foreign dividends and participation exemptions.

Other considerations include foreign exchange controls, banking documentation, requirements regarding beneficial ownership and any restrictions on capital movements. A payment that is allowed under company law can encounter difficulties under tax, exchange control or banking rules.

A capital flow diagram is useful, but it has to be accompanied by a detailed analysis of the tax and legal implications of each transaction. The purpose, documentation and treatment should be consistent across the group.

Substance, Transfer Pricing And Treaty Access

Intermediate holding companies have come under increased scrutiny by tax authorities around the world. Regulators are examining whether the owners of cross-border income have an economic interest in the activities, and whether the rules of transfer pricing apply.

The latter is of particular relevance for management fees, intercompany loans, royalties and the supply of shared services. Related-party transactions must comply with the arm's-length principle where the relevant rules apply, examining the functions performed, assets used and risks assumed by each party to the transaction.

An operating subsidiary should not be charged large management fees simply because a parent company has issued an invoice. The group must be able to justify the services provided, the charges made and the benefit received where the rules require it.

The same applies to the ownership of intellectual property. A company may formally own a trademark or patent, but the economic benefits can be affected by development, enhancement, maintenance, protection activities and other factors across the group. Contractual ownership alone may not be sufficient to determine the allocation of taxable profits.

Treaty access is similarly complex. Tax treaties can be used to reduce or eliminate withholding taxes on certain forms of income, but only where the requirements apply. This may include tests related to residence, beneficial ownership, anti-abuse rules and other considerations.

Domestic laws and international standards may deny benefits where the arrangement does not reflect commercial realities or where it is designed to achieve a tax advantage. The relevant rules apply on a country-by-country basis: a structure that works in one treaty may not apply in another.

Local Subsidiaries Must Remain Fit For Purpose

The operating company in each market is often the final element. It typically has to comply with local incorporation, licensing, employment, consumer protection laws, data protection rules and regulations affecting its sector. It may need approvals, capital requirements or authorised management depending on the activity.

A group that sells software in one country, operates a logistics business in a second and provides financial services in a third cannot assume that the same form of ownership will apply in each.

Restrictions on foreign ownership, local participation and licensing requirements can dictate the choice between a subsidiary, branch, joint venture or other form of ownership.

The location of employees and customers can be relevant: a company organised outside the country can create tax or regulatory liabilities in another, depending on its activities, dependent agents, employees or other presence. The rules on permanent establishment are particularly relevant where a group operates activities without establishing a local subsidiary.

Operational considerations are equally important. The group needs to take into account who will sign contracts with customers, who will be responsible for employing staff, who will take possession of inventory, who will assume the risks and rewards of operations, and who will receive the revenue. If the contracts allocate responsibilities to one company and another carries out the operations, it can create disputes with customers, tax authorities, regulators or creditors.

It is not enough for the group to have the right structure on paper: it must reflect the realities of its operations.

The Right Structure Is The One That Can Be Defended

An international group must consider the alternatives before committing to one structure. One company may be sufficient for a group with limited overseas operations. A parent and several subsidiaries may be preferable to a parent, a regional holding company and several subsidiaries. A separate investment vehicle may be appropriate if the group has different investors, financing requirements, intellectual property or protection requirements.

Each option has its costs and benefits. They should be analysed with a view to the total costs of organisation, filings, auditing, tax returns, transfer pricing documentation, regulatory approvals and any professional advice. Considerations should include the entry and exit of investors, the financing of acquisitions or divestitures, and whether the structure allows for new markets without a complete overhaul.

Legal and tax advice should be obtained in each relevant jurisdiction before finalising a structure. It should cover corporate laws, tax residence, withholding taxes, access to treaties, transfer pricing, beneficial ownership, economic substance (where applicable), exchange controls and other requirements. The structure should be reviewed and updated as circumstances change.

A UAE parent, a Singapore holding company and a series of operating subsidiaries can be an appropriate structure for an international enterprise. Its value lies not in the number of jurisdictions on an organisation chart, but the allocation of ownership, capital and management that complies with the relevant laws.

For international investors, the best structure is not necessarily the most complex one. It is one where the commercial purpose is clear, the entities perform their functions and the tax and legal implications are appropriate as the business grows.

Dr. Sunil Ambalavelil is the Global Executive Chairman of Kaden Boriss , an international law firm specialising in franchise and business agreements. A seasoned legal adviser, he has advised and supported the international growth of numerous global brands, helping them navigate the legal complexities of cross-border expansion. For enquiries or further information, contact ask@tlr.ae or call +971 52 644 3004. Follow The Law Reporters on WhatsApp Channels.

UAE-India Business Structures: How Entrepreneurs Can Build Cross-Border Operations Without Creating Legal and Tax Risks

Choosing the right UAE-India business structure requires careful planning around tax, ownership, regulation and cross-border payments.

The commercial relationship between the United Arab Emirates and India offers entrepreneurs considerable scope to expand across markets, establish regional headquarters and serve customers through a combination of local and international operations. Yet setting up companies in both jurisdictions is only one part of the exercise. The more difficult task is deciding how those entities should relate to each other, where decisions will be made, how profits will move and which legal obligations will follow the business as it grows.

For an Indian entrepreneur establishing a UAE company, or a UAE-based investor building an Indian operation, the choice of structure can affect tax exposure, access to banking, ownership rights, regulatory approvals and the ability to attract external investment. A structure that works for a closely held trading business may be unsuitable for a technology group seeking venture capital or a family enterprise planning succession.

The starting point should be the commercial purpose of each entity, rather than the jurisdiction in which incorporation appears easiest. A company registration certificate establishes a legal presence; it does not, by itself, determine the tax treatment of income, authorise every proposed activity or resolve the consequences of cross-border transactions.

Choosing Where Each Business Activity Belongs

The UAE and India offer several routes for establishing a business, but the available options serve different purposes. In the UAE, an entrepreneur may consider a mainland company, a free zone entity or, where commercially appropriate, an offshore corporate vehicle. The choice depends on the intended activities, customer base, licensing conditions, ownership requirements and plans for operating within the UAE or internationally.

Mainland companies may suit businesses that need to trade directly across the domestic market, subject to the licensing and ownership rules applicable to the activity. Free zone entities can offer advantages for businesses seeking a specialised commercial environment, international operations or access to particular sector-based infrastructure. However, free zone status should not be treated as a blanket exemption from mainland licensing requirements, customs obligations or federal tax rules.

In India, the structure may involve a private limited company, a limited liability partnership, a branch or another permitted form of establishment. A private limited company is often considered where the business needs a separate operating entity, a formal shareholding framework or the capacity to raise equity. An LLP may suit certain professional and closely held businesses, although its suitability depends on the sector, investor expectations and applicable tax and regulatory treatment.

The two jurisdictions do not need to mirror each other. A UAE holding company may own an Indian operating subsidiary, while an Indian parent may establish a UAE company to manage regional sales, procurement or distribution. In some cases, separate subsidiaries in each country may be more appropriate. The decision should follow the actual division of functions, assets, people and commercial risks, not a preference for a particular corporate label.

Holding Companies And Operating Subsidiaries

One common arrangement is to separate ownership of the business from its day-to-day operations. A holding company owns shares in operating subsidiaries, which conduct activities, employ staff, enter customer contracts and assume operational liabilities in their respective markets. For groups with several business lines or plans for future investment, that separation can improve oversight and make it easier to bring in investors or dispose of a particular division.

A UAE holding company with an Indian subsidiary, for example, may provide a framework for regional investment and group-level governance. The Indian company can maintain its own contracts, accounts, employees and regulatory registrations, while the parent exercises shareholder rights through properly documented corporate decisions. The reverse arrangement may be suitable where the principal business, founders and investment base are in India and the UAE operation serves as a regional extension.

The structure must, however, be supported by more than share certificates and a group organisation chart. Each company should have a defined purpose, adequate records and a clear account of its responsibilities. Directors must observe their duties under the law governing their company, and transactions between related entities should reflect the services, assets or funding actually provided.

Where a parent company routinely directs every operational decision of a subsidiary, the group should examine whether the subsidiary has genuine decision-making capacity and whether its contractual arrangements reflect commercial reality. A separate legal identity remains important, but its practical value can be undermined by poor governance, undocumented intercompany dealings or the commingling of funds.

Tax Residence Is Not Determined By Incorporation Alone

Tax planning is a central consideration in UAE-India structuring, but it should not be confused with selecting the jurisdiction that advertises the lowest headline rate. Both countries apply rules that can bring income within their tax systems, and the treatment of a company may depend on its legal status, activities, management arrangements, income sources and other statutory tests.

The UAE introduced a federal corporate tax regime, with the general rate applying to taxable income above the prescribed threshold. Qualifying free zone persons may obtain a zero per cent rate on qualifying income if they satisfy the relevant conditions; free zone incorporation alone does not secure that treatment. Businesses must examine the rules on qualifying activities and income, substance, transfer pricing, registration, filing and other compliance requirements applicable to their circumstances.

India's tax framework also considers matters beyond the place of incorporation. Its rules on the residence of companies include the concept of place of effective management, subject to the applicable statutory provisions and administrative guidance. Where key commercial and strategic decisions are actually made can become relevant to the tax analysis, particularly when a foreign-incorporated company is managed substantially from India.

A UAE company controlled by founders based in India should not assume that board meetings held in Dubai, or the appointment of UAE-resident directors, will alone settle every residence question. The evidence of how the company operates, where important decisions are taken and how authority is exercised may be material. Equally, an Indian company expanding into the UAE needs to assess whether its activities could create a taxable presence there under the relevant rules.

These issues should be reviewed before operations begin. Retrospective attempts to reconstruct decision-making arrangements can be costly and may not overcome facts that point to a different conclusion.

Cross-Border Payments And The Tax Treatment Of Transactions

Once the corporate structure is established, the movement of money between India and the UAE requires particular attention. Payments may take the form of dividends, interest on shareholder loans, royalties, management fees, technical service charges or payments for goods. Each category can attract different tax consequences, documentation requirements and regulatory restrictions.

The India-UAE double taxation agreement provides a framework for allocating taxing rights and addressing double taxation, but treaty relief is not automatic. The nature of the income, the recipient's entitlement to treaty benefits, beneficial ownership requirements where applicable, and the relevant domestic anti-avoidance provisions all need to be considered. Withholding tax may apply to certain payments leaving India, while the availability of a foreign tax credit depends on the applicable rules and supporting evidence.

Foreign exchange regulation is another important part of the analysis. India's Foreign Exchange Management Act and the rules and regulations made under it govern many cross-border transactions involving Indian residents and non-residents. Overseas investment by Indian residents, including investment in foreign entities, is subject to the applicable overseas investment framework, eligibility conditions, reporting obligations and restrictions. Indian businesses cannot assume that capital can be transferred to a UAE entity simply because the proposed investment has a legitimate commercial purpose.

The legal basis for a payment should be established before the transaction is executed. A shareholder loan, for instance, should have appropriate loan documentation, commercial terms and a repayment framework. Royalty and service arrangements need to identify the relevant intellectual property or services and explain how charges are calculated. Dividends must comply with the corporate law and distribution requirements applicable to the paying company. Proper documentation helps demonstrate the nature of a transaction to banks, auditors and tax authorities, while reducing the risk of payments being challenged or delayed.

Transfer Pricing And The Need For Commercial Substance

Related-party transactions are often unavoidable in a cross-border group, but they require careful treatment. Transfer pricing rules seek to ensure that transactions between associated enterprises are priced in accordance with the arm's-length principle, subject to the legislation applicable in each jurisdiction.

If an Indian subsidiary pays a UAE parent for management services, the group should be able to identify the services provided, explain their commercial benefit and support the fee charged. A management agreement alone may not establish that the services were actually delivered or that the amount charged is reasonable. Similar scrutiny may apply to intercompany loans, intellectual property licensing, distribution arrangements and cost-sharing agreements.

Both India and the UAE have transfer pricing requirements, although their detailed application and compliance thresholds differ. The UAE corporate tax regime includes transfer pricing rules and documentation requirements, while India has its own framework covering international transactions between associated enterprises. Businesses operating across the two countries should assess the obligations separately rather than assume that documentation prepared for one jurisdiction will satisfy the other.

Commercial substance also extends beyond tax compliance. A UAE entity intended to function as a regional headquarters should have a credible business role, suitable personnel or outsourced operational support, appropriate decision-making arrangements and records consistent with its activities. The level of substance required will depend on the entity's functions and the legal provisions relevant to it. Artificial arrangements designed primarily to secure a tax outcome may invite scrutiny without delivering the expected benefits.

Foreign Investment, Ownership And Regulatory Approvals

An entrepreneur establishing a business across the two countries must also consider the rules governing foreign investment. India permits foreign investment under different routes, depending on the sector and the nature of the investment. Some activities are subject to sectoral caps, conditions or government approval, while others may be undertaken under the automatic route, subject to applicable requirements.

The position can become more complicated when an Indian business is funded through a UAE holding company. The investor should establish the ownership chain, identify the ultimate beneficial owners and examine whether any sector-specific restrictions, approval conditions or reporting obligations apply. The source and route of investment may matter as much as the identity of the immediate shareholder.

In the UAE, the appropriate licensing authority, permitted business activities and ownership framework must be checked for the proposed operation. Certain regulated sectors require additional authorisations, and a licence to conduct one activity should not be assumed to cover a different line of business. Banking institutions may also request corporate documents, ownership information, business plans and evidence of the source of funds before opening accounts or processing transactions.

Ownership transparency is increasingly important in both jurisdictions. Companies should maintain accurate shareholder and beneficial ownership information, update statutory records when changes occur and meet the reporting requirements applicable to their legal form. Inconsistent records across jurisdictions can complicate due diligence, delay banking arrangements and create obstacles when investors seek to acquire an interest in the business.

Governance, Succession And Long-Term Planning

Cross-border structures should be designed with future changes in mind. A business that begins with two founders may later admit investors, establish subsidiaries, transfer intellectual property or prepare for a sale. Family-owned enterprises may also need to consider succession, the transfer of shares and continuity of control if a founder dies or becomes unable to manage the business.

Shareholders' agreements, constitutional documents and board procedures should address decision-making authority, reserved matters, dividend policy, restrictions on share transfers, dispute resolution and the circumstances in which an investor may exit. Where founders operate from different countries, the documents should also clarify how decisions are made and how disagreements are handled. Corporate records, contracts and financial reporting should be maintained consistently across the group.

Succession planning deserves particular attention where ownership, assets and family members span more than one jurisdiction. The interaction between inheritance rules, company law, personal status considerations and the location of assets may affect the outcome. A structure that works during a founder's lifetime may not provide the intended result after death unless the relevant legal arrangements have been reviewed in advance.

Dispute resolution should likewise be considered at the outset. Contracts between group companies and external counterparties should identify the governing law and an appropriate forum for resolving disputes. Arbitration may be suitable for some cross-border commercial relationships, but the choice should reflect enforceability, cost, urgency and the nature of the dispute rather than follow a standard clause inserted into every agreement.

Structuring Before Incorporation

The most effective UAE-India business structure is not necessarily the one with the fewest entities or the lowest apparent tax cost. It is the one that aligns ownership, operations, financing and management with the group's commercial objectives while remaining compliant with the laws of both countries.

Before incorporating, entrepreneurs should map the proposed activities in each jurisdiction, identify where contracts will be signed and performed, determine how staff and intellectual property will be allocated, and establish the anticipated movement of capital and profits. Tax advisers, corporate lawyers and foreign exchange specialists can then assess the implications together, rather than address each issue in isolation after the business has begun trading.

The structure should also be reviewed when circumstances change. New investors, acquisitions, changes in management, expansion into regulated activities or a shift in where strategic decisions are taken may alter the legal and tax analysis. Periodic reviews can identify problems before they affect a transaction or attract regulatory attention.

For entrepreneurs building businesses between India and the UAE, incorporation is an administrative milestone, not the end of the structuring process. Long-term value depends on creating a coherent arrangement in which each entity has a clear purpose, cross-border dealings are properly documented and the group can explain how its commercial model operates in practice.

Dr. Sunil Ambalavelil is the Global Executive Chairman of Kaden Boriss , an international law firm specialising in franchise and business agreements. A seasoned legal adviser, he has advised and supported the international growth of numerous global brands, helping them navigate the legal complexities of cross-border expansion. For enquiries or further information, contact ask@tlr.ae or call +971 52 644 3004. Follow The Law Reporters on WhatsApp Channels.

Global Investor’s Legal Map: How Companies, Trusts And Foundations Serve Different Cross-Border Purposes

Choosing the right structure depends on what is owned, who controls it and what happens when ownership changes.

For an international investor, establishing a legal structure is rarely just a matter of incorporating a company in a favourable jurisdiction. The more important question is what the structure is intended to achieve.

A trading business needs an entity capable of entering contracts, employing staff and assuming commercial liabilities. A family seeking to consolidate investments may have little need for an operating company but may benefit from a holding structure. Someone planning for succession may be looking beyond corporate ownership altogether, while a family or founder seeking a separate legal vehicle for long-term assets may consider a foundation.

Companies, holding companies, trusts and foundations can all appear in international wealth and business planning, but they do not perform the same legal function. Their differences become particularly important when assets, beneficiaries, shareholders, directors and tax obligations span several jurisdictions.

The choice is also not determined by the jurisdiction in which an entity is registered. Residence, management and control, beneficial ownership, tax residence, the location of assets and the laws governing succession can all affect how a structure is treated.

The Company As The Operating Vehicle

The company is generally the most familiar of the four structures because it is designed to conduct business. Depending on the jurisdiction and the form selected, it has a legal personality separate from its shareholders and can own property, borrow money, enter contracts, employ personnel and bring or defend legal proceedings.

That separation is central to the corporate model. In principle, the company's obligations are its own, rather than those of its shareholders. A shareholder normally risks the capital invested in the company rather than becoming personally liable for every corporate debt. The protection is not absolute, however, and can be affected by guarantees, misconduct, insolvency rules and other circumstances recognised by applicable law.

For an international entrepreneur, a company can also provide a relatively clear framework for ownership. Shares can be issued, transferred or reorganised, subject to local company law, constitutional documents and regulatory requirements. Directors or managers are responsible for running the business, while shareholders generally exercise ownership rights through the corporate framework.

An operating company is therefore suited to an active commercial enterprise. It may own intellectual property, enter distribution agreements, purchase equipment, employ workers and generate revenue. It is not necessarily the best vehicle for simply holding a family's investments or planning the transfer of wealth across generations.

What A Holding Company Actually Does

A holding company is still a company. The distinction lies primarily in its purpose. Rather than conducting substantial trading activity itself, a holding company is commonly established to own shares or other interests in subsidiaries and investments. A group may place operating companies in different jurisdictions underneath a parent entity, allowing ownership to be organised through a single corporate layer.

That arrangement can simplify governance and make changes in ownership easier to manage. An investor who owns several businesses through a parent company may be able to restructure the group by transferring shares at the holding-company level rather than altering the ownership of every underlying operating business.

Holding structures can also be used for investment portfolios, intellectual property or real estate, although the suitability of a particular structure depends heavily on local law and tax treatment. Some jurisdictions offer participation regimes or other rules that may affect dividends, capital gains or payments between related companies. Those advantages cannot be assumed merely because a company is incorporated in a particular financial centre.

The holding company also introduces another layer of compliance. Banks, regulators and tax authorities increasingly examine the economic purpose of corporate structures, the identity of ultimate beneficial owners and the movement of funds between related entities. A parent company without a credible commercial or investment rationale can attract questions that a straightforward operating structure might avoid.

The key point is that a holding company is not a separate legal species comparable to a trust or foundation. It is usually a company whose principal function is to hold and manage ownership interests.

A Trust Changes The Ownership Relationship

A trust operates on a fundamentally different legal concept.

In a conventional trust, assets are transferred to trustees to hold and administer for beneficiaries, subject to the terms of the trust. The person establishing it is commonly known as the settlor, while the beneficiaries are those entitled to benefit from the trust. The trustee holds legal title to the trust property and administers it according to the trust instrument and applicable law.

That division between legal ownership and beneficial entitlement is one of the trust's defining characteristics.

A trust can be useful where the objective is not simply to own an asset but to determine how that asset is managed and ultimately enjoyed by others. A family, for example, may use a trust to hold investment assets for children or future generations, with provisions governing distributions and the circumstances in which beneficiaries can receive them.

Trusts can also be used in succession planning, particularly where an investor wants to avoid dividing a portfolio into separate pieces every time an inheritance occurs. Instead, the assets can remain within the trust while the beneficiaries' rights are determined by its terms.

But a trust is not simply a company without shareholders. Trustees have fiduciary and other legal duties, which can include acting in accordance with the trust deed, protecting trust property and properly considering beneficiaries' interests. The extent of those duties depends on the governing law.

Cross-border recognition can also be complicated. A trust created under one country's law may hold assets in another country where local courts, registries, forced-heirship rules or tax authorities take a different view of the arrangement. International investors therefore need to examine not only the law governing the trust but also the laws of the countries in which the trustees, beneficiaries and assets are located.

The Foundation Sits Somewhere Between

A foundation occupies a different position again. Its legal form varies significantly between jurisdictions, but broadly it is an independent legal person established to hold and administer assets for specified purposes or beneficiaries.

Unlike a company, a foundation does not ordinarily have shareholders who own it. Unlike a trust, it is generally constituted as a separate legal entity rather than being based on the separation between legal and beneficial ownership.

That distinction can make foundations attractive for certain succession, family wealth and philanthropic arrangements. Assets can be transferred into the foundation and managed according to its constitutional documents and governing rules. Depending on the jurisdiction, a council or board may oversee its affairs, while a founder can retain certain powers without necessarily remaining the owner of the underlying assets.

Foundations have become more prominent in international wealth planning partly because some jurisdictions have developed legal regimes specifically designed to provide a civil-law alternative to the trust. They can be particularly relevant for investors from legal systems where the concept of a trust is unfamiliar or where a separate legal personality is considered more appropriate.

Yet the word "foundation" should not be treated as evidence of a particular legal outcome. A foundation established in one jurisdiction can differ materially from one established elsewhere in terms of governance, founder powers, beneficiary rights, creditor protection and succession consequences.

Four Structures, Four Different Questions

The easiest way to distinguish the four structures is to start with the question the investor is trying to answer.

If the question is, "What entity should conduct my business?", a company is generally the starting point. If the question is, "How should I organise ownership of several businesses or investments?", a holding company may provide the corporate framework.

If the question becomes, "How should assets be held and distributed for particular beneficiaries over time?", a trust may be more relevant. Where the objective calls for an independent legal entity without shareholders, a foundation may provide another route, depending on the jurisdiction.

These distinctions become particularly important when structures are combined. An international family may, for example, have an operating company conducting business, a holding company owning that business and a trust or foundation sitting above the holding structure for succession purposes.

Such arrangements can be legitimate and commercially rational, but additional layers do not automatically provide greater protection. Each layer creates its own governance, reporting and compliance obligations and may have tax consequences in multiple countries.

The Cross-Border Test

The real test of an international structure comes when the laws of more than one jurisdiction apply. An investor may establish a company in one country, own property in another, live in a third and have beneficiaries spread across several jurisdictions. Tax residence may differ from the place of incorporation. Mandatory succession rules may affect assets despite provisions contained in a trust or foundation document. Local rules may also impose reporting requirements on foreign entities, trusts or foundations.

Banks and other regulated institutions increasingly require detailed information about beneficial ownership, source of funds and the purpose of complex structures. International transparency standards have also made it considerably harder to rely on legal form alone to conceal who ultimately controls or benefits from an arrangement.

For that reason, the most efficient structure is not necessarily the one with the fewest taxes, the lowest incorporation cost or the greatest number of legal layers. It is the one whose ownership, governance and economic purpose can withstand scrutiny in every relevant jurisdiction.

The four structures should consequently be viewed as different points on an international investor's legal map, rather than competing versions of the same vehicle. A company is principally an instrument for carrying on business; a holding company organises ownership; a trust separates legal title from beneficial enjoyment; and a foundation provides a separate legal personality for assets held according to defined purposes or rules.

Choosing between them begins with the assets, the business and the people involved. Only then should the investor consider the jurisdiction.

Dr. Sunil Ambalavelil is the Global Executive Chairman of Kaden Boriss , an international law firm specialising in franchise and business agreements. A seasoned legal adviser, he has advised and supported the international growth of numerous global brands, helping them navigate the legal complexities of cross-border expansion. For enquiries or further information, contact ask@tlr.ae or call +971 52 644 3004. Follow The Law Reporters on WhatsApp Channels.

UAE Courts Accelerate AI Adoption With New Judicial Platforms, Governance Rules

Abu Dhabi and Sharjah courts are expanding AI use while keeping data protection and judicial independence at the centre.

The UAE is moving towards a more structured use of artificial intelligence across its judicial systems, with Abu Dhabi and Sharjah introducing initiatives aimed at improving the efficiency, consistency and reliability of court and prosecution services while maintaining human oversight over legal and judicial decision-making.

In Abu Dhabi, the Abu Dhabi Judicial Department, in cooperation with the Department of Government Enablement, has launched the first phase of a Judicial AI Platform designed to support case analysis, legal research and other judicial processes. In Sharjah, the Judicial Council has approved a governance framework setting out rules for the controlled and secure use of AI across judicial and administrative work.

The developments reflect a broader shift towards integrating advanced technology into justice systems, while recognising that AI-generated analysis and recommendations cannot replace the professional judgment of judges and prosecutors.

Abu Dhabi Introduces Judicial AI Platform

The first phase of Abu Dhabi’s Judicial AI Platform includes a Judicial Assistant designed to support members of the Public Prosecution and criminal courts. The system can analyse selected cases, identify relevant legislation and judicial precedents, recommend possible decisions and assist in drafting judgments.

AI-generated recommendations remain advisory and non-binding. Judicial officials retain responsibility for reviewing the outputs and making final decisions based on the law and their professional judgment.

Human verification is required for all outputs generated by the platform, with the system intended to support rather than replace judicial decision-making. The approach is designed to improve accuracy and consistency while reducing processing times and supporting judicial teams in handling complex volumes of information.

Counsellor Yousef Saeed Al Abri, Undersecretary of the Abu Dhabi Judicial Department, said the platform represented a further step in the department’s digital transformation and adoption of advanced technologies in judicial services.

The first phase forms part of an 18-month roadmap to complete the platform and expand its application across a wider range of judicial workflows.

Future phases are expected to introduce additional capabilities and connect the platform with criminal, civil and other relevant judicial systems. Planned functions include real-time translation, automated recording of hearings and tools capable of identifying potentially forged documents.

The expansion is intended to support faster case processing, improve the documentation of proceedings and strengthen the use of digital tools across the judicial system.

Sharjah Establishes AI Governance Framework

Sharjah has taken a different but complementary step by establishing a governance framework for the use of AI throughout its judicial system.

Approved by the Sharjah Judicial Council, the new guide provides a unified framework for the controlled and secure deployment of AI in judicial and administrative activities. It addresses areas including permitted AI use cases, risk management, data protection, cybersecurity and human oversight.

The framework also establishes controls covering the lifecycle of AI systems, including procedures for monitoring and auditing their performance and use.

By introducing formal safeguards around AI deployment, Sharjah aims to ensure that technological advances do not compromise legal rights, judicial safeguards or the reliability of justice services.

The framework is intended to support the quality and efficiency of judicial and administrative services as the emirate expands its use of emerging technologies.

The Sharjah Judicial Council also approved the establishment of a specialised public prosecution and court dealing with municipal and environmental affairs. The move is intended to strengthen the handling of cases involving these areas as part of the emirate’s wider judicial development.

The Council further approved new attire for members of the judiciary, aimed at reinforcing institutional identity and providing a unified professional appearance.

Human Oversight Remains Central

The initiatives in Abu Dhabi and Sharjah underline a common approach to AI adoption in the UAE justice sector: technology is being introduced as a tool to support legal professionals rather than as a substitute for judicial authority.

While AI can assist with analysing large volumes of legal material, identifying relevant precedents, preparing documents and speeding up administrative processes, final responsibility remains with judges and other authorised legal officials.

The emphasis on verification, cybersecurity, data protection and system monitoring also reflects the particular risks associated with applying AI to sensitive judicial information and decision-making.

As UAE courts increasingly adopt digital systems, the focus is therefore shifting from whether AI can be used in the justice system to how it can be deployed responsibly, securely and consistently while preserving the principles that underpin judicial independence and due process.

For enquiries or further information, contact ask@tlr.ae or call +971 52 644 3004 . Follow The Law Reporters on WhatsApp Channels.

Beneficial Ownership Rules: How Global Investors Face Different Disclosure Tests

Ownership thresholds, control rights and registry rules vary across major international investment jurisdictions.

For an international investor, incorporation in a foreign jurisdiction may be relatively straightforward. Establishing the identity of the individual who owns or controls it can prove far more challenging.

A company may possess a local subsidiary, an offshore holding company, multiple tiers of investment vehicles, nominee arrangements or a trust somewhere in its ownership chain. Regulators are increasingly seeking to pierce such structures to reach the natural person behind them.

The terminology differs, with some jurisdictions using the term “ultimate beneficial owner”, or UBO, while others utilise “beneficial owner”, “registrable controller” or “significant beneficial owner”, but the principle is similar. The existence of corporate structures should not conceal the identity of the person or persons who own or control an entity.

The rules differ in important ways, however. Thresholds of ownership and control which trigger disclosure obligations can vary. Control may be decisive even in the absence of substantial equity. The information may be confidential or publicly available, depending on the jurisdiction. For investors seeking to operate across borders, such inconsistencies can have critical implications.

A Global Standard With Local Variations

The global push to improve the transparency of ownership falls under the auspices of the Financial Action Task Force (FATF). Its updated Recommendation 24 seeks to ensure that competent authorities have access to information enabling them to carry out their duties in relation to money laundering, terrorism financing and other predicate offences.

While the FATF does not specify a minimum threshold, it recognises that jurisdictions need to be able to identify persons who own or control legal persons and arrangements, based on a risk-based approach to different categories of entities and instruments. This reflects the fact that beneficial ownership can take many forms, including indirect ownership.

For investors, the implication is that, when assessing ultimate ownership, attention needs to be paid not only to direct ownership but also to indirect ownership and control. Ownership of shares in another entity may be a factor, as might voting rights or other contractual arrangements. Put differently, the question should not only be, “who owns the shares?” but also, “who owns the company?”

UAE Puts The Focus On The Ultimate Owner

The UAE has a national beneficial ownership regime which is set out in Cabinet Decision No.109 of 2023, which concerns procedures for determining beneficial ownership. The UAE’s emphasis on transparency extends to the prevention of money laundering and financial crime. As such, entities which fall under the purview of the UAE’s anti-money laundering framework must maintain beneficial ownership information.

For corporate groups which operate in the UAE, beneficial ownership is not simply a matter for banks which seek to undertake customer due diligence. Businesses which incorporate in the UAE or which are target companies for acquisition by local entities must consider the disclosure obligations attaching to beneficial ownership.

The UAE’s beneficial ownership regime is critical for international corporate groups which incorporate a company or foundation in the UAE, establish a free zone entity or a holding company structure and/or which acquire local entities. A foreign corporate shareholder should not necessarily be considered the ultimate beneficial owner. Particular care should be taken where there are complex ownership structures involving multiple entities or where control is exercised indirectly.

For investors seeking to incorporate in the UAE, the beneficial ownership disclosure should be considered at the structuring stage rather than after incorporation, when a bank or regulator requests the information.

Singapore Tracks Ownership And Control

Unlike the UAE, Singapore does not have a unified beneficial ownership disclosure regime for companies, foreign companies and limited liability partnerships. Entities are generally required to maintain a Register of Registrable Controllers, or RORC, pursuant to certain exemptions, and to file information with the Accounting and Corporate Regulatory Authority’s (ACRA) central register.

The focus in Singapore is on “significant interest” and “significant control”. The definitions are critical in understanding the disclosure requirements because they enable authorities to access information pertaining to controllers even in cases where a traditional analysis of shareholding would stop short of identifying them.

The central register is not a publicly accessible database; rather, the information is for the purposes of law enforcement and regulatory oversight.

For international investors, the importance of understanding the nuances of Singapore’s beneficial ownership rules lies in the fact that not all information is subject to disclosure to the public. A jurisdiction may impose significant disclosure obligations on businesses while limiting the availability of such information to regulators, and not making it publicly accessible.

Hong Kong Uses A Significant Control Test

In Hong Kong, the Significant Controllers Register (SCR) is the main vehicle for determining beneficial ownership. Except for companies (exempt companies), local companies are required to identify their significant controllers and to maintain the register in accordance with the rules.

A significant controller can be a natural person or a registrable legal entity, including a subsidiary. Significant control encompasses situations where a person or entity has more than 25% of the issued share capital or voting power, or where a person or entity has the right to appoint or remove a majority of the directors of the company. The definition also extends to situations where a person exercises significant influence or control over the company through any other means.

The Hong Kong rules highlight the importance for international investors to look beyond the question of share ownership to understand whether and how a person exercises control over a company. It is not enough to consider whether a person owns more than 25% of the issued share capital. Even indirect ownership can be sufficient to trigger beneficial ownership disclosure obligations.

At the same time, a person who has fewer than 25% of the issued shares may need to be considered a significant controller if they possess decision-making rights over the company. In addition, it is important to understand who holds significant control where control is decentralised, i.e., where there is more than one significant controller. The register must be maintained by the registrant and be available for inspection by law enforcement officials. It is typically kept at the registered office or another address within Hong Kong.

Luxembourg Places Ownership Information In A Formal Register

Luxembourg has a centralised beneficial ownership regime which involves the Register of Beneficial Owners (RBE). Entities which fall under the scope of the regime are required to provide information concerning beneficial ownership to the registry.

The RBE covers a wide range of entities. The beneficial owner is generally the natural person who owns or controls the entity. Where no beneficial owner can be identified, the senior executive is entered in the register pursuant to the applicable rules.

Luxembourg highlights the need for international investors to understand the tension between transparency and confidentiality in relation to beneficial ownership. On the one hand, the beneficial ownership information is available to the public. On the other hand, personal data can be restricted under certain conditions, including where disclosure would expose an individual to serious risks.

For multinational investors, the distinction between the identity of an owner and sensitive personal information concerning that owner is critical.

Mauritius Adds Another Layer For International Structures

Mauritius is a popular jurisdiction for investment holding structures, particularly in relation to Africa, Asia and other emerging markets. Its regulatory framework requires identifying beneficial ownership information for inclusion in relevant processes, including documentation, and there are additional requirements in the financial services sector, including in relation to ultimate owners, controlling shareholders and persons connected with trusts.

For investors, the Mauritian rules serve as a reminder that a seemingly simple structure, such as an onshore Mauritian company between an investor and an operating company, may require disclosure of beneficial ownership information. This is particularly the case where nominee arrangements, trusts, investment funds, several holding companies and/or private equity structures are involved. The relevant questions concern not only who nominally owns the shares but also who ultimately benefits from the arrangement and who controls the Mauritius company.

India Uses A Lower Significant Ownership Threshold

India, in turn, has a significant beneficial ownership regime which touches on many aspects of the Companies Act. Thresholds for significant beneficial ownership are generally based on the level of direct or indirect ownership or control by an individual, including indirect ownership by way of nominees.

The relevant tests are based on a 10% beneficial interest threshold, but the application of the test is not necessarily limited to situations where an individual possesses more than 10% of the shares in an entity. Where an individual exercises significant influence or control, even indirect influence or control, they may also need to be captured by the significant beneficial ownership regime.

The implications for multinational investors are twofold. First, they need to be aware that even small, indirect shares can give rise to significant beneficial ownership disclosure obligations. Second, there is a risk that the same person might simultaneously fall under the significant beneficial ownership regimes of different jurisdictions.

The rules in India require companies to take reasonable steps to determine whether there are significant beneficial owners, including obtaining certain declarations and providing the necessary information. This highlights the importance for multinational investors not only to comply with their disclosure obligations but also to bear in mind that they may have responsibilities in relation to significant beneficial ownership.

The Real Challenge Is The Ownership Chain

For multinational investors, the real-world challenge in relation to beneficial ownership rarely concerns situations where an individual owns a company outright. More common are scenarios which involve multiple layers of ownership, from holding companies to nominee arrangements, trusts or private equity funds, particularly where different investors possess differing voting rights and economic interests.

A proper analysis of beneficial ownership should consider direct and indirect ownership, voting rights, appointment of directors, contractual control, economic benefits and the relevant tax position, while also considering the implications for governance, succession planning and banking. Trusts, in particular, should be analysed with care, with due consideration given to the settlor, trustee, beneficiaries and any other persons who may possess significant influence or control, depending on the exact terms of the trust and the relevant jurisdiction.

Nominee arrangements can also present challenges for multinational investors. A nominee shareholder may hold shares on behalf of another person but possess neither the economic interest nor the voting rights in relation to the shares. As such, they may not be the beneficial owner. At the same time, regulators are keen to pierce such arrangements to identify the person who possesses the economic and voting interests in the shares. Investors should accordingly review nominee arrangements to ensure that they fully understand their beneficial ownership position and the implications for disclosure.

Disclosure Is Becoming A Structuring Issue

The single most common error which international investors make in relation to beneficial ownership concerns their approach to disclosure in relation to their structures. Investors frequently fail to appreciate that the jurisdiction, vehicle and intermediate holding structures which they select can have critical implications for their disclosure obligations. Those obligations, in turn, can affect not only the documentation required by banks, auditors, corporate service providers and regulators, but also their ability to meet those requirements.

The differences between the beneficial ownership rules which apply in the UAE, Singapore, Hong Kong, Mauritius, Luxembourg and India illustrate the fact that there is no universal solution which multinational investors can apply across their different structures and jurisdictions of incorporation. A single investor may encounter different requirements in different jurisdictions because each applies a combination of disclosure tests in relation to ownership thresholds and control.

As such, investors should consider beneficial ownership in tandem with tax, governance, succession, banking and other considerations when designing their structures. The trend in many jurisdictions is that while corporate groups and holding company structures can offer legitimate advantages, they are no longer viewed as an effective way to conceal the individuals who possess significant ownership or control.

In that sense, international investors have two responsibilities: to design their structures so that they possess the commercial and tax advantages which they seek, and to ensure that those structures are capable of withstanding scrutiny in relation to beneficial ownership in every jurisdiction in which they operate.

Dr. Sunil Ambalavelil is the Global Executive Chairman of Kaden Boriss , an international law firm specialising in franchise and business agreements. A seasoned legal adviser, he has advised and supported the international growth of numerous global brands, helping them navigate the legal complexities of cross-border expansion. For enquiries or further information, contact ask@tlr.ae or call +971 52 644 3004 . Follow The Law Reporters on WhatsApp Channels.

Kaden Boriss Wins Global Chambers Law Firm Of The Year Award

Dubai-based law firm recognised at BGLS IP & Litigation Summit for its cross-border practice and global legal alliances.

Dubai-based leading international law firm Kaden Boriss has been awarded with ‘Global Chambers Law Firm of the Year’ at the seventh Bespoke Global Legal (BGLS) IP & Litigation Summit for its cross-border legal practice and international alliances.

Dr Sunil Ambalavelil, Global Executive Chairman of Kaden Boriss, received the award on behalf of the firm during the two-day summit, which took place on September 21 and 22 at the Millennium Plaza Downtown Hotel in Dubai.

The BGLS Summit, which convened under the theme ‘Innovation Meets Governance: Charting the Future of IP, AI & Dispute Resolution’, attracted more than 300 legal, corporate and technology professionals who gathered to discuss the changing legal landscape driven by artificial intelligence, intellectual property, digital technology and increasingly complex cross-border disputes.

The summit saw a packed agenda covering AI and IP ownership, machine-generated works, litigation funding, legal technology in dispute resolution, digital assets, regulatory compliance and the use of AI in arbitration and construction claims. Keynote speakers represented organisations such as International Trademark Association, Airbus, Baker & McKenzie Wong & Leow, Deloitte and GE Vernova.

The summit explored the challenges facing law firms and corporate legal departments as technology transforms the dispute management and legal services landscape. With sessions covering AI training and workforce development, technology-enabled legal operations and the need for legal teams to evolve to meet emerging regulatory and commercial risks.

The BGLS Summit brought together legal practitioners, corporate counsel, technology specialists and business leaders to discuss the latest developments affecting intellectual property, litigation and dispute resolution. The award was presented during the first day of the conference as part of the summit’s programme of professional recognition and networking.

Dr Sunil Ambalavelil said that the award was a recognition of the firm’s approach to combining legal expertise with international collaboration.

“This award is a recognition of the work our teams and alliance partners have been doing across jurisdictions. Cross-border matters increasingly require lawyers to understand not only the law, but also the commercial and regulatory environment in which clients operate. Our focus is on providing coordinated, practical advice while maintaining the professional standards and confidentiality expected in complex international matters,” he said.

Based in Dubai, Kaden Boriss advises a broad range of organisations from startups, multinational enterprises to family-owned businesses and high-net-worth individuals. Its practice areas cover dispute resolution, arbitration, mergers and acquisitions, insolvency, construction, real estate, maritime, aviation, intellectual property and family office advisory.

The firm’s cross-border practice covers both inbound investment into the UAE and expansion by UAE-based businesses into international markets, working with alliance partners across the Gulf region, the UK, Europe and Asia. It can also advise clients looking to enter the US market, with company formation and related visa coordination.

The firm said its international network means it can manage multi-jurisdictional matters through a single point of contact, while engaging local counsel and regulatory specialists where formal representation or jurisdiction-specific expertise is required.

For enquiries or further information, contact ask@tlr.ae or call +971 52 644 3004 . Follow The Law Reporters on WhatsApp Channels.

Where Global Investors Find Business Ease, Legal Certainty And Market Access

Investor-friendly jurisdictions are attracting global capital through legal certainty, market access, tax efficiency and streamlined business systems.

For businesses and investors deciding where to commit capital, the question is increasingly about more than the size of a market or the availability of financial incentives. The legal and regulatory environment in which a business operates can determine how quickly it can be established, how confidently contracts can be enforced, how intellectual property is protected and how easily capital can move across borders.

Investors are therefore paying close attention to jurisdictions that combine political and economic stability with transparent regulations, efficient administration, predictable taxation and access to wider regional markets. The objective is not necessarily to find a jurisdiction with fewer laws, but one where the rules are sufficiently clear and consistently administered to allow businesses to plan with greater certainty.

“Ease of doing business should never be confused with the absence of regulation,” says Dr Sunil Ambalavelil, Global Executive Chairman of Kaden Boriss, a UAE-based legal consultancy. “For an investor, a well-regulated jurisdiction can be more attractive than a lightly regulated one if the rules are transparent, the approval processes are predictable and the legal system provides effective remedies when disputes arise.”

The UAE is among the jurisdictions that have built their investment proposition around these principles, while Singapore, Hong Kong, Mauritius, Costa Rica and several other international centres have developed their own models for attracting global businesses and capital.

The UAE: Regional Hub For International Investors

The UAE has established itself as an important destination for international investment, particularly for businesses seeking a base in the Middle East and access to markets across the wider region.

Its appeal includes extensive infrastructure, international connectivity, free zones, access to regional markets and a continually developing corporate and commercial legal framework. Dubai and Abu Dhabi have developed sophisticated ecosystems supporting financial services, technology, logistics, professional services, real estate, manufacturing and international trade.

The country's free zones have also played an important role in attracting international businesses by offering specialised infrastructure, business support and, subject to the applicable regime, ownership and licensing structures designed for particular sectors and activities.

“The UAE has become an important part of the global conversation on investment location because businesses can combine regional market access with sophisticated infrastructure and a rapidly developing legal and regulatory framework,” says Dr Ambalavelil.

For investors, however, establishing a business in the UAE requires careful attention to the distinction between mainland and free-zone structures, licensing, ownership rules, taxation, employment requirements, beneficial ownership obligations and sector-specific approvals. The appropriate structure will depend on the nature of the business and where it intends to operate.

“The most important legal question is not simply where a company can be incorporated,” Dr Ambalavelil says. “It is whether the chosen structure is appropriate for the business model, the investors, the intended market and the way profits and assets will move through the structure.”

The UAE's position also gives it a particular relevance to companies looking beyond a single domestic market. Businesses can use the country as a regional base while developing commercial relationships across the Gulf, wider Middle East, Africa and South Asia.

Singapore: A Gateway To Asian Markets

Singapore remains one of the most closely watched destinations for international businesses seeking an Asian base. The country's appeal rests on a combination of infrastructure, regulatory efficiency, skilled talent, connectivity and a stable tax environment.

Singapore's Economic Development Board describes its business environment as being supported by transparent regulations, digitised processes and pro-enterprise policies. Foreign businesses can establish operations through structures including subsidiaries, branches and representative offices, subject to the relevant requirements.

Singapore's corporate income tax rate is 17 per cent, with exemptions and incentives available depending on the nature and stage of a business. Its sophisticated financial infrastructure and extensive network of international trade relationships have also helped establish the city-state as a major regional business centre.

For investors, however, the attraction extends beyond the headline tax rate.

“Singapore demonstrates why legal certainty can itself be an economic asset,” says Dr Ambalavelil. “An investor wants to know not only how much it will cost to establish a business, but also what the regulatory framework will look like after the investment has been made. Consistency, efficient administration and strong institutions reduce uncertainty.”

The city-state is also positioned as a base for companies seeking access to the wider Asian market. Its professional-services sector, logistics infrastructure and international connectivity make it relevant to multinational companies in technology, finance, manufacturing, trade and other sectors.

At the same time, Singapore is a highly regulated jurisdiction. Corporate reporting, tax, employment, licensing, anti-money-laundering and other compliance obligations remain important. Ease of establishment does not remove the need for continuing legal and regulatory diligence.

Hong Kong: Common Law And Access To Asia

Hong Kong continues to occupy a distinctive position for businesses seeking access to mainland China and wider Asian markets.

Invest Hong Kong (InvestHK), the Hong Kong Government's investment promotion agency, highlights the city's relatively simple tax system, well-developed business infrastructure, government support and common-law legal framework. Hong Kong also serves as an important link between international businesses and financial markets and mainland China, making it an attractive base for companies seeking access to the wider Asian market.

The jurisdiction's investment activity remains significant. InvestHK reported that it assisted 560 overseas and mainland companies to establish or expand operations in Hong Kong during 2025, with those companies expected to bring nearly HK$69.4 billion in direct investment and create more than 10,700 first-year jobs.

In the first half of 2026, InvestHK said it assisted another 413 enterprises, expected to bring more than HK$53 billion in foreign direct investment.

“Hong Kong illustrates the importance of having a legal and financial ecosystem that international investors already understand,” says Dr Ambalavelil. “For cross-border businesses, the ability to work within a familiar legal framework, supported by sophisticated financial and professional services, can significantly influence the decision on where to locate an operation.”

For companies targeting China and the broader Asia-Pacific region, Hong Kong can offer strategic advantages. Businesses must nevertheless separately assess sector-specific regulations, ownership structures, licensing requirements, tax obligations and the legal implications of operating across Hong Kong and mainland China.

Mauritius: A Bridge Between Africa, Asia And International Capital

Mauritius has developed a distinctive proposition as an international business and financial centre connecting investors with Africa and other markets.

The Economic Development Board presents Mauritius as a stable and internationally connected jurisdiction with a hybrid legal system influenced by both French civil law and British common law. It also highlights the country's network of Double Taxation Avoidance Agreements and Investment Promotion and Protection Agreements.

The country's strategic location, financial-services infrastructure and access to international markets have made it relevant to investors looking at Africa, particularly where an investment structure requires an internationally recognised legal and financial platform.

“Investors increasingly need jurisdictions that can function as bridges between markets,” says Dr Ambalavelil. “Mauritius can be relevant where the commercial objective involves Africa, Asia or international capital flows. But investors should examine substance, governance, tax residency and regulatory requirements carefully rather than assuming that incorporation alone creates an effective investment structure.”

Mauritius has also been introducing measures aimed at improving business facilitation and attracting investment in strategic and high-value sectors. Its 2026-27 policy measures include initiatives targeting investment facilitation, digitalisation, innovation and strategic sectors.

Its treaty network can be commercially significant, but treaty benefits depend on the specific transaction, applicable domestic laws and the substance of the structure. Professional tax and legal advice therefore remains essential.

Costa Rica: Incentives For International Business

Costa Rica offers a different proposition, particularly for companies involved in manufacturing, services, technology and export-oriented operations.

The country's Free Trade Zone regime provides qualifying businesses with substantial tax and customs incentives. According to Costa Rica's investment promotion agency CINDE, qualifying companies can benefit from income tax exemptions for specified periods, depending on factors including location and the nature of the investment. The regime can also provide 100 per cent foreign ownership and full repatriation of profits, subject to the applicable requirements.

The country's attractiveness is therefore linked not only to taxation but also to its role as a platform for international production and services.

“Costa Rica is an interesting example of how targeted investment incentives can be used to build an internationally competitive business ecosystem,” says Dr Ambalavelil. “The critical question for an investor is whether the proposed business qualifies for the relevant regime and whether the commercial substance, employment, investment and operational requirements can actually be met.”

The distinction is important because tax incentives are rarely automatic. Eligibility conditions, minimum investment thresholds, sector requirements and geographical considerations can affect the benefits available.

Other Jurisdictions Attracting International Investment

The investment landscape extends well beyond the jurisdictions discussed above. Countries and territories across the Caribbean, Europe and Asia have developed specialised advantages for particular types of international businesses and investors.

In the Caribbean, Barbados, the Bahamas, the Cayman Islands and the Dominican Republic have developed important positions in areas including international financial services, tourism, investment holding structures and re

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Source: thelawreporters.com ↗ · Oct 15, 2026 · 10:34 · 0 views