The jurisdiction does not decide everything
A strong country does not rescue weak architecture if management, people and assets are distributed without logic.
FLAGSHIP EXPERTISE
Group Structuring
Use this when companies, owners, teams or cash flows span more than one jurisdiction and the structure has to work as one system. We map entity roles, ownership, management and flows, then identify where the model creates banking, tax or regulatory questions.
WHY THIS MATTERS
When group structuring is the right starting point
Typical triggers are a new HoldCo/OpCo model, a founder move, entry into a new market, an investment round or a structure that has grown through local fixes. The first output is a current-state map and a short list of structural gaps before detailed implementation.
Flows must match functions
If profit ends up where there is no role, control or actual presence, the model quickly becomes vulnerable.
External review tests the whole system
A bank, an investor and local counsel look at the coherence of the model, not only at registration documents.
TYPICAL SITUATIONS
When group structuring becomes the task
Launching a new international group
You need a structure built around a specific business model, not a standard "by country" scheme.
Rebuilding an existing structure
The current configuration creates tax, banking or corporate conflicts.
Moving functions or assets
People, IP, company roles, the contractual chain and the profit allocation logic all change.
Preparing for a bank, a deal or an investor
The structure must withstand review for explainability, transparency and feasibility.
Entering the EU / UK / UAE
You need a workable architecture for a new market that accounts for the local tax and regulatory context.
A team growing across several countries
Questions arise on PE risk, actual presence, CFC, VAT and governance.
CONFIGURATIONS
The models we work with
These are not "ready-made schemes" but working types of configuration. They are adapted to the actual operating model, the owners' tax residency, banking requirements and regulatory constraints.
01
Holding and operating company
A holding company owns the operating entities and concentrates ownership, capital and key assets.
We check: actual presence, management and control, withholding taxes, CFC risks and
treaty access.
02
Service company within the group
A separate company provides services within the group: management, development, marketing, back-office or support functions.
We check: arm's length pricing, the economic role of the service company, PE risk
and documentation.
03
IP structure and licensing
A company owns the intellectual property and licenses it to the operating entities.
We check: IP development and management functions, withholding on royalties, the
reality of the IP company's role and the limits set by anti-abuse rules.
04
Finance or treasury company
A separate entity manages intra-group financing, liquidity and loans.
We check: rates, business purpose, the explainability of the model, withholding on
interest and banking clarity.
05
Direct ownership by the founder
The owner holds several companies in different jurisdictions directly, without a separate holding.
We check: personal residency, CFC, the governance logic, exit from the structure and
future scalability.
06
Regional expansion
The group enters the EU, the United Kingdom or the UAE through regional entities with a new operating and regulatory logic.
We check: the regulatory perimeter, presence requirements, VAT logic, banking
expectations and the distribution of teams.
WHAT WE ANALYSE
The elements that make up the structural analysis
Corporate architecture and ownership
Who owns the companies, how roles are allocated and how the whole group chain is arranged.
Functions, assets and risks
Where income is actually generated, who bears the entrepreneurial risk and where the key assets sit.
Governance and control
Who takes decisions, where this happens and whether formal governance matches the reality of the business.
Tax logic, treaties and anti-abuse rules
How the structure relates to the owners' residency and control rules: access to double tax treaties (DTT), the withholding tax (WHT) position, beneficial ownership, the principal purpose test (PPT) as modified by the MLI, general anti-avoidance rules (GAAR) and the allocation of profit across functions, assets and risks (transfer pricing).
Banking readability
How explainable the model is in terms of the group, its flows, documents and the source of funds.
Regulatory environment
Whether the model itself changes the status of the product, the need for a licence or the requirements for how operations are structured.
In essence, we stitch the corporate architecture together with the tax logic, actual management and the expectations of a bank or investor — so that the model is defensible, workable and scalable.
TYPICAL RISKS
Where structures most often break
The formal role of a company does not match reality
A company is described as a holding, service or IP centre but does not perform that function in practice.
Profit is allocated without economic logic
Income is concentrated where there is no control, team, function or demonstrable business purpose.
People and management are in another country
Questions arise on residency, CFC, PE risk and effective management.
The structure does not withstand banking review
Flows, ownership, documents and the explanation of the model do not look coherent to an external counterparty.
The regulatory perimeter is not built into the architecture
New activity requires different company roles, a licence or a rebuild of the whole operating chain.
No headroom for growth
The model works only at the current scale and breaks when the team, markets or product expand.
WHAT TO PREPARE
What is usually needed for an initial review
A list of the group's companies, ownership and the roles of the participants
Where the owners, directors, team and key functions are located
How the contractual and cash flows are arranged
What assets the group holds: IP, brands, licences, contracts, client base
Which banks, payment solutions or investors are already involved
What changes are planned: a new country, a new company, product, deal or licence
A perfect document pack is not needed at the first stage. What is needed is a clear map of reality, so that we can determine the scale of the task and choose the appropriate work format of work.
RELATED SECTIONS
How this connects to other elements of the system
FREQUENTLY ASKED
Group structuring — in short
What is group structuring?
Group structuring is the aligned allocation of functions, assets, risks and governance across the companies of a group, so that the corporate architecture matches the tax logic, actual presence, banking expectations and the regulatory environment. It is a working model of the business, not a scheme on paper, and external review tests it as such.
Is structuring needed if the business has only one company?
Yes. Even with one company in one country, structural questions arise: who takes decisions, where economic value is created, where the people and functions are, whether there is a permanent establishment risk and whether the owner has CFC exposure. These questions determine how the model will be read by a bank, an investor and a tax authority.
What typical group configurations exist?
The main working types are: a holding and operating company, a service company within the group, an IP structure with licensing, a finance or treasury company, direct ownership of several companies by the founder, and regional expansion into the EU, the United Kingdom or the UAE. Each configuration is adapted to the actual operating model and its constraints.
Where do group structures most often break?
Most often a structure breaks when the formal role of a company does not match reality, when profit is allocated without economic logic, when people and management sit in another country, when the model does not withstand banking review, when the regulatory perimeter is not built into the architecture, or when there is no headroom for growth as teams and markets expand.
What is analysed in a structural review of a group?
The analysis covers corporate architecture and ownership, the allocation of functions, assets and risks, governance and control, tax logic and CFC, treaty access and anti-abuse rules, the banking readability of flows and the source of funds, and the regulatory environment. The aim is to stitch these elements into a defensible, workable and scalable model.
What should be prepared for an initial structural review?
For an initial review a clear map of reality is enough: a list of the group's companies and ownership, where the owners, directors and team are located, how the contractual and cash flows work, what assets the group holds, which banks and providers are involved and what changes are planned. A perfect document pack is not required at the start.
HOW TO ENGAGE
Choose the work format by the stage of the task
International expansion can require a diagnostic, a whole-system review, a defined design project or continuing coordination. The right format depends on whether the structure is still being tested, already exists or is ready to be built.
Express Risk Review
Use when the expansion idea is still being tested and the structural questions must be identified before entities or jurisdictions are chosen.
Open format →Strategic Structure Audit
Use when an existing group has accumulated entities, flows or management practices that need a whole-system review before expansion or restructuring.
Open format →Project-Based Advisory
Use when the target is defined: build or redesign group architecture, ownership, governance, flows and the implementation sequence.
Open format →Ongoing Advisory
Use after the baseline is clear and the structure needs continuing coordination as markets, banks, advisers or facts change.
Open format →STRUCTURAL REVIEW
If you need an aligned group model, not a scheme
We identify the architectural conflicts, show the vulnerable points and propose how to build the structure so that it withstands growth, banking review and external assessment.
Request a structural review