Articles - HLS Global

Protecting UAE Assets: New Will-Registration Rules for Expats

January 12, 2026

Overview

With effect from 1 January 2026, amendments to the UAE Civil Transactions framework impose an urgent requirement for expatriate residents who wish to govern succession of UAE-situated assets: where a foreign resident dies in the UAE without a valid registered will or identifiable heirs, their UAE assets may be declared heirless and transferred to a supervised charitable endowment (waqf). Expatriates should therefore register a valid UAE will without delay to preserve testamentary control.

What Changed & Why It Matters

Statutory outcome for ‘heirless’ estates: The amendment provides a clear legal route for dealing with assets of foreign residents who die in the UAE with no registered will or identifiable heirs: such UAE-situated assets may be placed into a supervised charitable endowment rather than remain in legal limbo. This replaces prior uncertainty and sets an express public-interest outcome for unclaimed estates.
Practical consequences for expatriates: A registered UAE will is now the most reliable method to ensure UAE property, bank balances and investments pass according to the testator’s wishes (including appointment of executors and guardians). Without a local registered will, beneficiaries named only in an overseas will may face practical and legal barriers to recovery of UAE assets.
Institutional response expected: Banks, land registries, employers and other service providers are likely to treat a registry reference as primary evidence of testamentary intent; registered wills reduce post-death friction, shorten administrative timelines and materially reduce legal and reputational risk for stakeholders.

Consequences Of Non-Registration

Automatic transfer to Waqf: UAE assets of a deceased foreigner without a registered will or identifiable heirs may be designated as a charitable endowment and administered by the competent authority.
• Loss of testamentary control: Beneficiaries under foreign wills may be unable to enforce entitlements over UAE assets without local registration or a successful local probate process.
• Delay, cost and uncertainty: Estates without a registered will typically face longer court involvement and higher administration costs — outcomes registration is designed to avoid.

How Expats Can Register A Will In The UAE

Choice of registry should be driven by the testator’s religion, nationality, residence and the location of UAE assets. The three commonly used registries are set out below in brief.

DIFC Wills Service Centre (DIFC Registry)

Scope: Commonly used by non-Muslim expatriates for Dubai-situated assets (and frequently relied upon for RAK assets). The DIFC will is drafted in a common-law style and in English, and is well suited to testators seeking an English-language instrument and testamentary freedom. While DIFC wills can nominate assets across the UAE and abroad, they are most straightforward to enforce for Dubai/RAK assets; assets in other emirates may require additional recognition steps.
Practicalities: Online application and appointment booking; remote witnessing and video-notarisation options are available. On completion, the registry issues a formal certificate/reference and securely stores the will. For assets outside Dubai/RAK, expect potential follow-up measures (local translation or recognition) to facilitate enforcement.

Dubai Courts (On-Shore Notarial / Registry Route)

Scope: The primary on-shore route for Dubai-centric estates and for testators who prefer an Arabic-notarised instrument or who require on-shore judicial recognition. Dubai Courts registrations are typically chosen where asset enforcement within Dubai is the priority.
Practicalities: Wills filed with Dubai Courts commonly require an Arabic text or a sworn Arabic translation; notarisation and court-registration formalities apply. The court notary records the will and issues a registry reference. Where the will deals with assets outside Dubai, additional local procedures (recognition, translation or ancillary filings) may be necessary to effect transfer in other emirates.

Abu Dhabi Judicial Department (ADJD — Non-Muslim Wills Office)

Scope: Primary registry for Abu Dhabi-situated assets and commonly used by non-Muslim expatriates. ADJD wills may also expressly dispose of assets located elsewhere in the UAE (and abroad), but they are most directly effective for Abu Dhabi assets; cross-emirate enforcement can require additional local steps.
Practicalities: Online submission portal, document upload, fee payment and a notarisation appointment (video or in-person); ADJD issues a registry number and certified electronic will.

Registration — Practical Checklist

Identity documents: Valid passport copy and national ID; Emirates ID if resident (originals for notarisation).
• UAE asset inventory: Clear list of UAE-situated assets with identifying references (property title numbers, bank account and investment details).
• Beneficiaries & appointments: Full names and ID details for beneficiaries, named executors and any guardians.
• Family documents (if relevant): Marriage certificate, children’s birth certificates and other supporting family records.
• Draft will & translations: Draft will text; sworn Arabic translation if required by the chosen registry.
• Registry fees & evidence: Payment of applicable registry fees and safe retention of the registry certificate/reference once issued.

How HLS-Global UAE Can Assist

Our team provides a focused, end-to-end service to ensure your testamentary arrangements comply with the new UAE regime and operate smoothly in practice. We can:

Advise on optimal registry selection (DIFC, Dubai Courts or ADJD), tailored to nationality, religion, residency status and the location and nature of UAE assets.
• Draft and review bespoke UAE wills, including asset schedules, executor and guardian appointments, and prepare sworn Arabic translations where required.
• Manage the registration process end-to-end, covering document collation, portal submissions, notarisation scheduling (including remote/video options) and registry liaison.
• Coordinate post-registration readiness, delivering certified copies and registry references to banks, landlords and corporate administrators to reduce post-death delays.
• Align cross-border succession planning, ensuring UAE wills align with overseas wills and broader estate, tax and immigration considerations.

These amendments make prompt will registration essential — getting your testamentary affairs in order now protects family interests and preserves value.

Contact HLS-Global UAE for a practical, end-to-end wills registration and estate-planning programme.

📧 info@hls-global.ae | ☎ +971 56 231 8810

Disclaimer: All views expressed in this article are solely for informational purposes and should not be construed as legal advice. This information is for reference only and is bound to change in case of any amendments or changes to applicable laws. We do not assume any responsibility or liability for any errors or omissions in the content of this article, and we do not make any warranties about the completeness, reliability, and accuracy of the information expressed in this article.

UAE Commercial Companies Law Amendments 2025 : Key Changes & Client Advisory

January 7, 2026

Introduction

On October 01, 2025, the UAE issued Federal Decree-Law No. 20 of 2025 introducing sweeping amendments to the UAE’s onshore Commercial Companies Law (Federal Decree Law No. 32 of 2021). These reforms modernize the corporate framework, align it with international best practices, and add new tools for shareholders and businesses. Key changes include clarified rules for free-zone companies, recognition of non-profit companies, codification of drag‑along and tag‑along rights (with succession planning), new share-class structures, simplified capital raising, governance continuity measures, and company re-domiciliation. These are material changes that companies and investors must factor into structuring, shareholder agreements, IPO readiness, and M&A planning.

Key Amendments At A Glance

Applicability to Free-Zone Companies: The amendments clarify that free‑zone entities (including branches or representative offices) doing business onshore will now fall under the Companies Law. The law explicitly permits UAE free-zone companies to open mainland branches (subject to free-zone rules) and confirms that all companies incorporated in any UAE free zone (including ADGM/DIFC) have UAE nationality for corporate purposes. As a result, free‑zone investors gain certainty under the “dual licence” model. Companies should review their onshore activities to ensure compliance with the CCL, and they may benefit from UAE nationality status in contracting and licensing.
Non-Profit Companies: For the first time, onshore companies may be formed for non‑profit purposes. Under the amended provisions, any profits must be reinvested in the company’s stated objectives and no distributions to shareholders are allowed. This fills a longstanding gap by creating a formal corporate vehicle for social, charitable or community initiatives. Businesses and NGOs should monitor forthcoming Cabinet regulations on permitted NFP activities and prepare to structure eligible entities as non‑profit companies.
Drag-Along, Tag-Along & Succession Rights: The law now expressly permits LLCs and private JSCs to include drag‑along and tag‑along mechanisms in their constitutional documents. Majority shareholders can agree to force remaining shareholders to sell their shares to a third party when agreed conditions are met (drag‑along), while minority shareholders can secure the right to join a sale on identical terms (tag‑along). Further, the amended law also allows companies to pre‑define share transfer rules on a shareholder’s death – for example, granting surviving shareholders or the company itself a right of first refusal or purchase. Embedding these rights in the Articles of Association or shareholders’ agreements strengthens exit and succession planning.
Private Placements for Private JSCs: Private Joint Stock Companies (PrJSCs) can now raise capital via private placements of shares or other securities in the UAE, subject to SCA regulations. Where a PrJSC conducts a private placement, the usual one‑year lock-up on founders’ shares no longer applies. Thus, growth-oriented or pre-IPO companies gain an intermediate funding route without converting to a Public JSC.
Multiple Share Classes (LLCs): The amendments authorize LLCs to issue different classes of shares with varied rights (such as voting, dividend priority, redemption, liquidation preference, etc.). This brings mainland LLCs in line with common corporate structures used in venture capital and PE investments. LLCs can now attract sophisticated financing by creating preferred or non‑voting shares, but must carefully document each class’s rights and file them with the Commercial Register.
Board Deadlock (Governance Continuity): The CCL now explicitly empowers regulators to appoint interim directors/managers (who need not be shareholders) if an LLC’s board term expires without reappointment. Previously, any appointed interim manager had to be a shareholder, which could perpetuate deadlock. This gives deadlocked companies a safety valve: competent outsiders can temporarily manage the company (for up to one year) to prevent paralysis. Companies should note this change and ensure timely board elections/notifications to avoid involuntary external appointments.
Re-Domiciliation of Companies: A new provision allows a UAE company to transfer its registration from one Emirate to another, or between the mainland and any free zone (including ADGM/DIFC), without losing its legal identity. All rights, contracts, assets and liabilities continue uninterrupted upon migration. Businesses gain flexibility to realign jurisdictional or regulatory oversight (for example, moving to a financial free zone or vice versa) without dissolving and re-incorporating.
Simplified Conversion to PJSC: The amendments streamline a company’s conversion into a Public Joint Stock Company by relaxing certain formalities. For example, a founders’ committee is no longer required for conversion. As a result, companies pursuing public listings will face fewer procedural hurdles.
Valuation of In-Kind Contributions: The law tightens the rules on non-cash capital contributions. Any asset contributed in exchange for shares must now be valued by one or more appraisers approved by the Ministry of Economy and Tourism. Contributions made without the required valuation are void. Founders and investors should engage qualified valuers early in a capital structuring process to ensure compliance and avoid invalidation of share issuances.

How HLS-Global UAE Can Assist

Our corporate practice is ready to help clients navigate and implement these reforms in an efficient manner. We can:

Review and update companies’ constitutive documents (MOAs/AOAs) and shareholder agreements to embed the new rights (drag‑along, tag‑along, share classes, succession clauses, etc.).
Advise on structuring and complying with in-kind contributions (including engaging approved valuers and preparing valuation documentation).
Assist with capital-raising strategies (structuring private placements, coordinating with the SCA, preparing offering materials, and addressing share lock-up issues).
Guide corporate reorganizations (such as re-domiciliation or changes in share classes) by liaising with regulators and managing required filings.
Counsel boards and management on updated governance rules (e.g. handling board appointments, extensions, and deadlock scenarios) and train teams on compliance obligations.

These reforms modernize UAE company law — but precise drafting, timely registration and disciplined record-keeping are non-negotiable. Get your constitutions and registrations right from day one to protect investor value and avoid costly disputes.

Contact HLS-Global UAE for a practical, end-to-end implementation programme.

📧 info@hls-global.ae | ☎ +971562318810

HLS Global Expands to Singapore

October 15, 2025

October 1, 2025

HLS Global Expands to Singapore

Tokyo, Japan / Singapore – HLS Global Co., Ltd. (“HLS Global”), a leading international accounting, taxation and business advisory firm, today announced the expansion of its global presence to Singapore by establishing its new subsidiary, HLS GLOBAL SEA PTE. LTD. (“HLS SG”), in Singapore.

This expansion underscores HLS Global’s commitment to serving multinational companies across Southeast Asia. HLS SG will focus on providing a comprehensive range of services, including accounting, audit, tax, due diligence, post-merger support, ESG advisory, CFO services, and financial digital transformation.

“Singapore’s position as a regional hub for global businesses makes this an ideal time to extend our presence here,” said Shunsuke Saito, Global CEO of Hotta Liesenberg Saito LLP, the parent company of HLS Global. “From our humble beginnings in the U.S. 35 years ago to establishing presence in Japan, Mexico, India, Germany and the UAE, Singapore was the natural next step in our global growth journey.”

Norihiko Tokeshi, Managing Director of HLS Global Co., Ltd., highlighted the firm’s focus on supporting international clients and said, “The opening of our Singapore office marks a pivotal step in our global expansion strategy, positioning us at the heart of Asia’s dynamic economic hub. This move not only enhances our ability to serve multinational clients in Southeast Asia but also strengthens our commitment to fostering cross-border innovation and sustainable growth.”

Vaibhav Madan, Managing Partner of HLS Global SG, added “Singapore’s world-class infrastructure and strategic location make it the ideal gateway for us to deepen our partnerships across the region. We’re excited to bring our expertise in operations, compliances and thought leadership to new clients, driving collaborative success in one of the world’s fastest-growing markets.”

With its new base in Singapore, HLS Global strengthens its international network and reaffirms its vision to become the most trusted accounting and advisory firm in the world.

📥

Free: UAE Business Setup Guide

Step-by-step guide for establishing your business in the UAE

Secretarial Compliance in the UAE Enhanced Penalty Regime

October 14, 2025

As per the Cabinet Resolution 102/2022 (effective Nov 2022), the UAE has implemented an enhanced penalty regime for secretarial non-compliance. What were once minor lapses can now attract fixed, per-occurrence fines ranging from AED 500 to AED 10 million, with repeat violations leading to licence suspensions, director disqualifications, or even company dissolution.

🔍 Who’s Affected?

Mainland entities under the Commercial Companies Law.
Free zone companies (DIFC, ADGM, DMCC, etc.) under their local regulations.

💥 Key Offences & Fines:

Failure to create UBO Register- Minimum AED 50,000
Failure to record and update Ultimate Beneficial Ownership (UBO) Register upon any change- Minimum AED 20,000
Failure to convene quarterly board meetings along with written notice and signed minutes thereto- Minimum AED 3,000
Failure to convene Annual General Meeting (AGM) within 4 months of financial year end- Minimum AED 5,000
Failure to convene the General Assembly when losses exceed 50%- Minimum AED 50,000
Failure to provide the partners/shareholders access to the minutes of the General Assembly, books, registers, etc- Minimum AED 5,000
Failure to maintain statutory registers (shareholders/directors/MoA) – Minimum 5,000
Failure to keep financial books and records at registered office- Minimum AED 15,000
Failure to prepare and present the year-end accounts for board/shareholder approval- Minimum AED 50,000
Failure to comply with any other provisions under the Commercial Companies Law (Federal Decree Law No. 32 of 2021)- Minimum AED 10,000
Penalties escalate for repeat breaches.

📌 Your Secretarial Duties Include:

Registers & UBOs: Maintain registers for shareholders, directors & UBOs;
Board/Shareholder Meetings & Minutes: Properly convene Shareholder and quarterly Board Meetings; ensure due & timely circulation of notice, agenda, and resolutions; maintenance of proper signed minute books.
Annual General Meeting: Properly convene Annual General Meeting within four-months of financial year end; ensure the due & timely circulation of notice, agenda, resolutions, along with presentation of the director’s report, financial statements, etc. at such duly convened AGM; maintenance of proper signed minute books.
Retention & Monitoring: Maintain previous records for 5 years ensuring quick retrieval.

👉 Don’t let secretarial oversights disrupt your business. Let HLS-Global UAE make your compliance seamless, audit-ready, and penalty-proof.

✅ How HLS-Global UAE Supports You:

360° Compliance Health check of registers, minutes, filings, and other compliances.
Document Preparation & Filing (resolutions, financial accounts, minutes, UBO disclosures).
Direct Coordination with Ministry of Economy and Free Zone regulators.
Automated Alerts for meetings, renewals, and deadlines.
Governance Training to align with evolving regulations for companies.

UAE Economic Substance: The Key to Controlled Foreign Corporation (CFC) Compliances in Japan

October 9, 2025

Existing or Proposed subsidiaries of Japanese Companies need to meet “Economic Substance Requirements” so that the Japanese Parent Company can demonstrate that it qualifies for an exemption from Japan’s Tax-Haven Rules.

Why it Matters

To avoid having any income earned via the UAE subsidiary included in its Japanese parent company, and taxed under Japan’s tax rate, the UAE entity must demonstrate real economic presence in the UAE — by merely stating that it is not a shell company or that it does not generate a passive income is not sufficient. Having real economic presence in the UAE strengthens your exemption position under Japan’s Tax Haven Rules – Controlled Foreign Corporation (CFC) Rules.

*Passive income other than business income may be subject to the CFC (Controlled Foreign Corporation) rules.

Four Requirements for the Economic Activity Test under Japan’s CFC Rules in the UAE (All must be met):

Business Activity Requirement
The subsidiary’s main business must be an active business (such as manufacturing or sales), and not just passive income activities like holding shares or bonds, licensing intellectual property, or leasing ships/aircraft.
Substance Requirement
The subsidiary must have the necessary fixed facilities (such as offices, shops, or factories) in the UAE to conduct its main business. The facilities can be owned or leased.
Management and Control Requirement
The subsidiary must manage and operate its business independently in the UAE. For example, board meetings and shareholders’ meetings are held locally, local directors make actual management decisions, and bookkeeping is done locally.
Location or Unrelated Party Requirement
- For certain businesses (wholesale, banking, trust, financial instruments, insurance, shipping, air transport, leasing), the “Unrelated Party Requirement” applies, meaning that the transactions with unrelated parties account for over 50% of the transaction amount.
- For other businesses, the “Location Requirement” applies, meaning that the main business must be conducted in the country where the subsidiary is located.

How HLS-Global UAE and Japan Helps

HLS-Global UAE — We can support with the preparation and maintenance of commercial contracts, board meeting documents, shareholder records and statutory registers to substantiate that the UAE company is having an effective economic presence in the UAE.

HLS Global Japan — We can support with Japan Tax-Haven Compliance Advisory providing services focused on explanation of tax regulations, current situation analysis, and identifying potential risks.

Ready to Secure your Tax Position in Japan?

Contact HLS-Global UAE for a tailored compliance plan and document checklist to demonstrate UAE economic substance.

Brief Overview for Filing of Ultimate Beneficial Owner (UBO) in the UAE

October 9, 2025

Every company in Dubai, whether mainland, free zone or offshore, is legally required to disclose its Ultimate Beneficial Owners (UBO) under Anti-Money Laundering (AML) regulations. While it may seem like a simple filing, the reality is more complex. Layered ownership structures, nominee shareholders, cross border arrangements and frequent regulatory updates often turn UBO compliance in UAE into a challenging legal process for business owners. Missing deadlines or filing incomplete information exposes businesses to fines, license suspension, and reputational damage.

What is an Ultimate Beneficial Owner (UBO)?

A UBO is the natural person who ultimately owns or controls a company—directly or indirectly.

UBO compliance can become complicated due to:

Multi-layered ownership across jurisdictions
Use of nominee shareholders or trustees
Cross-border holding structures
Frequent changes in shareholding
Integration with AML regulations.

Fines and Penalty for Non-Compliance

Non-compliance can result in suspension or cancellation of your license and incur penalty between AED 50,000 and AED 100,000,

The UAE’s Legal Framework for UBO

Requires all entities to maintain accurate UBO registers, with detailed UBO filing procedures, Mandate ongoing updates and reporting of suspicious activities as transparency enhances credibility with banks, investors, and partners.

With our extensive expertise in Dubai, we provide end-to-end UBO compliance in UAE support for businesses of all sizes:

✅ Legal Due Diligence – Identifying and verifying all UBOs, even in complex cross-border ownership structures.
✅ Drafting & Maintaining Registers – Preparing accurate UBO records in line with the latest UAE regulations.
✅ Regulatory Filings – Submitting UBO details to applicable Mainland Authority or relevant free zone authorities.
✅ Ongoing Compliance Monitoring – Ensuring updates are filed promptly whenever ownership or control changes.
✅ Corporate Structuring Advisory – Designing shareholder and nominee arrangements that remain fully compliant.
✅ AML Alignment – Ensuring UBO reporting is in line with UAE’s latest regulatory requirements.

UBO compliance is more than a procedural formality—it is a legal obligation with significant financial and reputational implications.

As a trusted corporate service provider in the UAE, we ensure your business remains fully compliant, protected, and investor-ready.

📩 Contact us today for a consultation and let us handle your UBO compliance in UAE, corporate structuring, and filings—so you can focus on growing your business.

Disclaimer: All views expressed in this article are solely for informational purposes and should not be construed as legal advice. This information is for reference only and is bound to change in case of any amendments or changes to applicable laws. We do not assume any responsibility or liability for any errors or omissions in the content of this article, and do not make any warranties about the completeness, reliability and accuracy of the information expressed in this article.

Explore UAE's Commercial Agency Law, registration steps, key rules, and how HLS-Global keeps your business fully compliant.

Commercial Agency Setup in the UAE

October 9, 2025

Overview

In 2023, the UAE overhauled its decades-old agency regime. Federal Law No. 3 of 2022 (Commercial Agency Law) replaced the old 1981 code and establishes a more balanced framework for agency relationships. The new law defines “Commercial Agency” broadly – any written agreement under which a UAE-based agent sells or distributes a principal’s goods or services for commission within a specified territory. Importantly, an agency is valid only if registered with the Ministry of Economy (MoE). Unregistered agreements carry no legal protection in the UAE. Overall, the updated law aims to modernize the sector – expanding who can act as an agent and giving principals more flexibility to end contracts, while still protecting agents’ rights.

Who Can Be a Commercial Agent?

Under the new law, agency activities remain primarily reserved for UAE nationals or UAE-owned entities. Eligible agents include:

UAE nationals (individuals) — the primary eligible category.
Fully UAE-owned companies (owned by UAE natural persons or government entities).
Public Joint-Stock Companies (PJSCs) — permitted if incorporated in the UAE and ≥51% UAE national shareholding, subject to Cabinet approval.
Foreign principals (narrow exception) — a foreign company may act as its own agent only in exceptional, Cabinet-approved circumstances where no UAE agent previously existed for the product and the agency is newly registered.

Registration Process and Documentation

To set up a valid commercial agency, the parties must register the agency contract with the MoE’s Commercial Agencies Register. The basic procedure is:

Prepare the agreement: Draft a written agency contract specifying the scope of products/services and the exclusive territory (one or more Emirates) for the agent. (Exclusivity is a legal requirement for a “commercial agency” under the law.)
Assemble documents: Assemble all required documents, including the agent’s valid trade license and a certified (notarized and legalized) copy of the agency agreement.
Submit to MoE: File the application with the Ministry of Economy. This is done through the MoE’s Commercial Agencies Register portal or office.
Approval timeline: The MoE must issue a decision within 10 working days of a complete submission. If approved, the agency is entered into the official register. If the MoE rejects the application, the parties have 60 days to appeal to the UAE courts.

Until this formal registration is granted, the “agency” has no legal effect. In other words, operating an unregistered agency is prohibited. Once registered, the agent gains statutory protections (exclusivity, compensation rights, etc.) under the Commercial Agency Law.

Key Contractual Features

Exclusivity & Territory: Mandatory for agency status. Define Emirate(s) precisely to avoid parallel imports or enforcement disputes.
Commission & Trigger Events: Specify rates and whether commissions apply to sales by principal, sub-distributors, or imports into the territory. The law protects the agent’s right to commission on covered sales.
Term & Renewal: If the agent must invest in showrooms/after-sales facilities, expect a default or market practice of longer terms (the law contemplates five-year investments). State renewal mechanics and a practical timetable for notice.
Notice & Early Exit: Draft notice, cure periods and remedies carefully. Parties may agree waivers on compensation on natural expiry, but waivers must be explicit.
Amendment Protocol: Any addition of products or territory requires contract amendment and re-registration with MoE.

Termination, compensation & dispute resolution

Notice: Termination or non-renewal requires compliance with statutory notice mechanics (commonly at least one year’s written notice or notice before half the remaining term—ensure your contract mirrors/statutorily complies with these rules).
Compensation: Agents may claim fair compensation for proven investment-related losses or loss of future profits unless they validly waive such rights on expiry. Maintain documentary proof of investments and market development costs.
Continuity during disputes: MoE can permit temporary imports/distribution to avoid market disruption during dispute resolution, subject to later compensation.
Forum: Disputes are first directed to the Commercial Agencies Committee (CAC); CAC decisions may be appealed to UAE courts. Crucially, arbitration clauses are now valid under the new law — parties can choose arbitration (domestic or agreed foreign seat) for final resolution.

How HLS-Global UAE Can Assist

Our team specializes in UAE commercial agency law. We provide end-to-end support, including:

Structuring and Drafting: Advising on the optimal agency structure (exclusive vs. non-exclusive) and drafting/registering compliant contracts that reflect both the law and your business goals.
Registration Services: Preparing and submitting the registration dossier to the Ministry of Economy, and following up until the agency is approved.
Negotiation Support: Assisting principals and agents in negotiating balanced terms – e.g. territorial scope, duration, commission rates, and exit clauses – in light of the new law.
Termination Strategies: Counseling on lawful termination or non-renewal (including timing notice) to minimize the risk of disputes or compensation claims.
Ongoing Compliance: Providing updates and audit checks to ensure the agency remains fully compliant (e.g. re-registration after changes, meeting nationality rules, etc.).

The New Commercial Agency Law delivers clarity and new options — but registration, precision in drafting and disciplined record-keeping are non-negotiable. Get structure and registration right from day one to preserve market access and avoid costly disputes.

Contact HLS-Global UAE for a practical, end-to-end commercial agency setup and compliance programme.

info@hls-global.ae | +971562318810
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best practices for cross-border M&A with expert valuation advisory UAE

Valuation and Deal Structuring in 2025: Best Practices for Cross-Border M&A in the UAE

September 29, 2025

Key Takeaways

UAE is a leading hub for cross-border M&A in 2025, attracting global investors.
Accurate valuation advisory in UAE ensures fair and sustainable deals.
Best practices in deal structuring include regulatory compliance, tax planning, and risk mitigation.
Corporate tax, VAT, and AML regulations make advisory support more crucial than ever.
HLS-Global UAE provides trusted transaction advisory services in Dubai, blending global standards with UAE-specific expertise.

Introduction: UAE’s Growing Role in Global M&A

In 2025, the UAE is cementing its role as a leading destination for mergers and acquisitions, particularly in sectors such as energy, logistics, technology, and financial services. Favorable tax policies, strategic location, and strong regulatory frameworks make the UAE a hotspot for international investors. For companies navigating cross-border deals, accessing transaction advisory services in Dubai has become essential to balance valuation accuracy, compliance, and strategic deal structuring.

Why Valuation is Critical in Cross-Border Transactions

Accurate valuation is the cornerstone of every merger or acquisition. It ensures that investors and sellers negotiate from a position of fairness while mitigating post-deal disputes. In the UAE, where cross-border activity is growing, valuation advisory in UAE incorporates international standards alongside local regulatory expectations, giving businesses confidence in their financial decisions.

Best Practices in Deal Structuring for 2025

Structuring an M&A deal goes beyond financials—it aligns tax efficiency, legal compliance, and long-term strategic goals. With M&A deal advisory, best practices include:

Choosing the right entity structure (mainland, free zone, or offshore).
Securing regulatory approvals under MOE, DIFC, or ADGM.
Integrating corporate tax and VAT planning into the deal.
Building risk mitigation measures (escrow, indemnities, warranties).

Focusing on cultural and operational integration post-acquisition.

Table: Common Deal Structures in UAE Cross-Border M&A

Deal Structure	Advantages	Best For
Asset Purchase	Flexibility, tax advantages	Buyers seeking specific assets
Share Purchase	Continuity, faster deal closure	Acquirers aiming for full control
Joint Venture	Shared risk and local knowledge	Foreign investors entering UAE markets
Merger	Stronger market position, synergies	Strategic consolidation of large firms

Regulatory and Tax Considerations in 2025

The introduction of UAE corporate tax, combined with ongoing VAT enforcement and anti-money laundering (AML) regulations, has reshaped how deals are structured. This makes professional transaction advisory services in Dubai indispensable. By ensuring compliance with local authorities, businesses safeguard both profitability and reputation.

How HLS-Global UAE Adds Value

At HLS-Global UAE, our expertise lies in bridging international practices with local compliance. Our transaction advisory services in Dubai include:

Independent valuation advisory in UAE
Financial, tax, and legal due diligence
Structuring and negotiation support
Compliance with UAE corporate tax and AML regulations
Seamless post-merger integration strategies

Conclusion

As the UAE becomes a magnet for global M&A activity, precise valuation and smart structuring are the key to success. With expert M&A deal advisory and valuation services, companies can minimize risks, maximize synergies, and ensure compliance with UAE’s evolving legal and tax landscape. HLS-Global UAE stands as a trusted partner, offering international expertise with deep local insight—helping businesses structure cross-border deals that deliver sustainable value.

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Disclaimer: All views expressed in this article are solely for informational purposes and should not be construed as legal advice. This information is for reference only and is bound to change in case of any amendments or changes to applicable laws. We do not assume any responsibility or liability for any errors or omissions in the content of this article, and do not make any warranties about the completeness, reliability and accuracy of the information expressed in this article.

DIFC and ADGM Foundation | Asset Protection & Succession

The Role of DIFC and ADGM Foundation in Asset Protection & Succession

September 22, 2025

Purpose of a Foundation

A Foundation is a legal entity that combines features of a company and a trust, offering a structured and secure vehicle for asset protection, estate planning, wealth preservation, and philanthropic purposes.

Unlike a trust, a foundation has its own legal personality and can hold assets in its own name. It is commonly used for:

Succession and estate planning
Family wealth consolidation
Charitable or philanthropic purposes
Safeguarding assets from third-party claims
Holding shares in family businesses or investment vehicles

Benefit of Establishing a Foundation- Purpose & Advantages

Establishing a foundation under DIFC or ADGM provides legal certainty and flexibility. The foundation structure offers several key advantages:

Legal Personality – Foundations can hold assets, enter into contracts, and initiate legal proceedings in their own name.
Perpetual Succession – Foundations continue to exist beyond the life of the founder.
Founder Control – Founders can reserve certain powers or appoint a guardian to oversee the council.
Confidentiality – Beneficiaries are not publicly disclosed.
Asset Protection – Ring-fences assets from personal or business liabilities.
No Beneficial Ownership Registration – Particularly attractive for privacy and succession planning.
Flexible Purpose – Can be established for private, charitable, or mixed purposes.

Procedure of Registering a Foundation

DIFC Foundation Registration Procedure:

Choose Foundation Name
Prepare Charter and By-Laws
Appoint Founder, Council Members, and Guardian (if applicable)
Determine Registered Office within DIFC
Submit Application to the DIFC Registrar of Companies
Pay Registration Fee
Receive Certificate of Incorporation

ADGM Foundation Registration Procedure:

Choose Foundation Name
Draft Charter and By-Laws
Appoint Founder, Council Members, and Guardian (if applicable)
Engage a Registered Agent (mandatory unless physically present in ADGM)
Submit Application via ADGM’s online portal
Pay Applicable Fees
Certificate of Registration Issued

Benefit of the Registered Agent

A Registered Agent plays a key role in the administration and compliance of the foundation:

Liaison: Acts as the point of contact with the Registrar and government authorities.
Compliance Oversight: Ensures timely filings and regulatory compliance.
Document Maintenance: Maintains statutory records and foundation documentation.
Privacy: Shields the founder’s personal involvement in daily affairs.
Local Presence: Mandatory for DIFC & ADGM if the foundation does not have a physical office.

Relevant Regulations

Both jurisdictions are governed by English common law principles and offer high transparency, investor protection, and legal recourse.

How HLS-Global UAE Can Assist

HLS-Global UAE offers end-to-end services with its expert for setting up foundations in DIFC and ADGM, including:

Initial Advisory: Understanding objectives (asset protection, succession planning, etc.)
Structuring: Recommending the optimal structure and jurisdiction
Drafting Documents: Charter, By-Laws, Founder Declaration, Resolutions, and Regulatory Forms
Liaison with Registrar: Filing and registration on your behalf
Provision of Registered Agent (for ADGM) or Registered Office (for DIFC)
Ongoing Governance: Council member services, compliance reminders, document safekeeping
Confidentiality: Ensuring privacy and discretion throughout the process
Cross-border Planning: Aligning foundation setup with global tax, estate, and legal considerations

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Commercial Gaming in the UAE under the GCGRA Framework: A New Era of Regulated Gaming

September 17, 2025

Introduction

The United Arab Emirates has undertaken a historic transformation from its traditional prohibition of gambling to establishing a comprehensive, regulated commercial gaming framework. This landmark shift represents one of the most significant regulatory developments in the region’s business landscape, opening new opportunities for international gaming operators while maintaining strict oversight standards.

At the center of this transformation is the General Commercial Gaming Regulatory Authority (GCGRA), established in 2023 as the federal regulatory body overseeing all commercial gaming activities in the UAE. This regulatory evolution positions the Emirates as a potential regional gaming hub while ensuring robust consumer protection and financial crime prevention measures.

What is the GCGRA Framework?

The GCGRA operates with a comprehensive mandate to regulate all commercial gaming UAE activities across the UAE, including lotteries, internet gaming, sports wagering, and land-based gaming facilities. The authority’s regulatory approach emphasizes three core principles: operational transparency, comprehensive consumer protection, and rigorous financial crime prevention.

Unlike jurisdictions with fragmented gaming oversight, the GCGRA provides centralized regulation ensuring consistent standards across all gaming sectors. This unified approach streamlines compliance requirements while maintaining the regulatory rigor necessary for sustainable market development and international credibility.

The framework establishes the UAE as a jurisdiction committed to legitimate gaming operations while implementing safeguards that protect both consumers and the broader financial system from exploitation and criminal activity.

Licensing Requirements: Mandatory Compliance for All Participants

The GCGRA framework requires comprehensive licensing for all gaming ecosystem participants, including gaming operators, equipment vendors, key personnel, and employees. This universal licensing requirement ensures complete regulatory oversight and eliminates gray areas that could compromise market integrity.

The licensing process follows a structured pathway from initial intake form submission through comprehensive background checks, financial verification, and technical assessments to final license issuance. Applicants must demonstrate operational competence, financial stability, and regulatory compliance capability throughout this rigorous evaluation process.

Operating without proper GCGRA licenses carries severe consequences, including substantial fines, imprisonment for responsible parties, and mandatory business closure. These penalties underscore the authority’s commitment to maintaining a fully regulated gaming environment and deterring unauthorized operations.

Types of Commercial Gaming Activities Covered

The GCGRA’s regulatory scope encompasses the full spectrum of commercial gaming UAE activities:

Casino Operations and Land-Based Gaming: Traditional casino facilities, gaming floors, and associated hospitality operations require comprehensive operator licenses and ongoing compliance monitoring.
Online Gaming Platforms: Internet gaming operations, including casino games, poker platforms, and digital gaming services, fall under specialized online gaming licenses with technical standards requirements.
Sports Wagering and Betting: Sports betting operations, both online and retail, require dedicated wagering licenses with specific consumer protection and market integrity provisions.
Lotteries and Lottery Retail: Lottery operations and retail distribution networks require specialized licenses ensuring fair play and proper revenue distribution.
Gaming Equipment and Service Providers: Vendors supplying gaming equipment, software, or related services must obtain vendor licenses demonstrating product integrity and regulatory compliance.

Compliance and Risk Management: Comprehensive Oversight

The GCGRA maintains rigorous ongoing supervision of all licensed entities through regular inspections, financial audits, and compliance assessments. Licensed operators must implement robust anti-money laundering programs, customer due diligence procedures, and suspicious activity reporting systems.
Technical standards requirements ensure gaming equipment and software meet international fairness and security benchmarks. Responsible gaming mandates require operators to implement player protection tools, spending limits, and problem gambling intervention programs.
The authority’s investigation powers enable comprehensive enforcement of regulatory violations, with penalties ranging from operational restrictions to license revocation depending on violation severity and impact.

Market Entry Considerations: Strategic Planning for Success

Successfully entering the UAE’s regulated gaming market requires a comprehensive understanding of both GCGRA requirements and broader UAE business regulations. International operators must establish compliant UAE business entities before pursuing gaming licenses, requiring expert navigation of company formation, licensing, and regulatory alignment processes.

The complexity of gaming license applications demands specialized expertise in regulatory compliance, financial structuring, and operational planning. Successful applicants typically engage professional advisory services to ensure comprehensive preparation and optimal presentation of licensing applications.

HLS-Global UAE’s expertise in UAE market entry, regulatory compliance, and business setup provides essential support for companies considering gaming ventures. Our comprehensive understanding of UAE regulatory frameworks enables clients to navigate complex requirements efficiently while avoiding common pitfalls that could delay or compromise licensing success.

How HLS-Global UAE Helps

HLS-Global UAE provides end-to-end support for businesses exploring opportunities under the GCGRA framework. From company setup and licensing assistance to compliance advisory and risk management, we help clients navigate complex regulations with ease. Our tailored strategies ensure faster approvals, minimized risks, and long-term sustainability in the UAE’s regulated gaming market.

Conclusion: Opportunity Through Compliance

The GCGRA framework represents a transformative opportunity for legitimate gaming operators seeking access to the UAE’s dynamic market. This regulatory development opens new possibilities for international expansion while ensuring robust oversight that protects market integrity and consumer interests.

Success in this new regulatory environment requires comprehensive compliance commitment and expert advisory support. The complexity of gaming regulations, combined with UAE business requirements, demands professional guidance to ensure optimal outcomes and sustainable operations.

HLS-Global UAE stands ready to support businesses navigating this exciting new landscape, providing comprehensive regulatory compliance services, market entry strategies, and ongoing advisory support. Our expertise in UAE regulatory frameworks positions us as the ideal partner for companies seeking to capitalize on the opportunities created by the GCGRA’s regulated gaming framework.

Ready to explore gaming opportunities in the UAE? Contact HLS-Global UAE today for expert guidance on GCGRA compliance and UAE market entry strategies.

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Overview

What Changed & Why It Matters

Consequences Of Non-Registration

How Expats Can Register A Will In The UAE

DIFC Wills Service Centre (DIFC Registry)

Dubai Courts (On-Shore Notarial / Registry Route)

Abu Dhabi Judicial Department (ADJD — Non-Muslim Wills Office)

Registration — Practical Checklist

How HLS-Global UAE Can Assist

Introduction

Key Amendments At A Glance

How HLS-Global UAE Can Assist

Free: UAE Business Setup Guide

✓ Thank You!

🔍 Who’s Affected?

💥 Key Offences & Fines:

📌 Your Secretarial Duties Include:

✅ How HLS-Global UAE Supports You:

Why it Matters

How HLS-Global UAE and Japan Helps

Ready to Secure your Tax Position in Japan?

What is an Ultimate Beneficial Owner (UBO)?

UBO compliance can become complicated due to:

Fines and Penalty for Non-Compliance

The UAE’s Legal Framework for UBO

Overview

Who Can Be a Commercial Agent?

Registration Process and Documentation

Key Contractual Features

Termination, compensation & dispute resolution

How HLS-Global UAE Can Assist

Key Takeaways

Introduction: UAE’s Growing Role in Global M&A

Why Valuation is Critical in Cross-Border Transactions

Best Practices in Deal Structuring for 2025

Table: Common Deal Structures in UAE Cross-Border M&A

Regulatory and Tax Considerations in 2025

How HLS-Global UAE Adds Value

Conclusion

Purpose of a Foundation

Benefit of Establishing a Foundation- Purpose & Advantages

Procedure of Registering a Foundation

DIFC Foundation Registration Procedure:

ADGM Foundation Registration Procedure:

Benefit of the Registered Agent

Relevant Regulations

How HLS-Global UAE Can Assist

Introduction

What is the GCGRA Framework?

Licensing Requirements: Mandatory Compliance for All Participants

Types of Commercial Gaming Activities Covered

Compliance and Risk Management: Comprehensive Oversight

Market Entry Considerations: Strategic Planning for Success

How HLS-Global UAE Helps

Conclusion: Opportunity Through Compliance

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