Practice
About this area

Free-zone structuring is rarely a single decision; it is a sequence of decisions that look obvious in hindsight and ruinous if reversed.

Recent free-zone work spans ADGM (SPV and OpCo incorporations through registered agents such as Griffin Corporate Services, share-class restructurings, branch openings, retail and studio licence amendments, ADGM digital-depository feasibility for tokenised gold and real-world assets, ADGM notary and POA work), DIFC (incorporation, foundation setup, registered company secretary changes), JAFZA (trade-licence cancellation, transition from trading licence to representative office), DDA (director changes, AGM resolutions, establishment-card renewals), DAFZA (annual compliance filings), DMCC (branch services), DWTCA (branch formation and target acquisition), and KIZAD (branch-to-mainland industrial-licence conversion).

We advise on which free zone fits a particular operating model, what the licence will actually permit, and how the chosen structure will interact with mainland operations, VAT and corporate-tax registration, ESR, UBO, and the regulator with jurisdiction over the underlying activity.

“Free-zone choice is a sequence of decisions that look obvious in hindsight and ruinous if reversed.”

— Pillar I · Corporate & Transactions

Beyond setup, we run the standing free-zone housekeeping that keeps a structure in good standing — annual compliance filings, AGM resolutions, board and director changes, constitutional amendments, register maintenance, and regulator notifications — across platforms including GEMS and the relevant free-zone portals.

The work, in detail

Four matter types we handle in free zone structuring.

ADGM and DIFC establishment.

ADGM and DIFC are the workhorses of the firm's free-zone caseload. We have set up SPVs and holding companies (including coordinated SPV-OpCo structures), DIFC foundations and trustee arrangements, ADGM branches and retail-licence amendments, and registered company secretary appointments — coordinated where appropriate with corporate service providers and with the financial-centre registries directly.

Other UAE free zones.

Outside the financial centres, our work spans JAFZA, DDA, DAFZA, DMCC, DWTCA, KIZAD, and the smaller activity-specific free zones. Recent matters include a transition from JAFZA trading licence to representative office, a KIZAD branch-to-mainland industrial conversion, DDA director-change projects, DAFZA annual compliance, and the acquisition of a DWTCA-licensed target through a deferred-completion SPA.

Mainland and free-zone alignment.

Most operating groups need both a mainland and a free-zone footprint. We design the interaction — which activities sit where, how intra-group services are documented, how the structure interacts with corporate tax classification (free zone qualifying income, transitional rules), and where federal regulators retain jurisdiction over free-zone activity.

Ongoing free-zone compliance and governance.

We run annual compliance for free-zone entities at scale — coordinated through GEMS for corporate-services-provider clients and direct with registries for our retained clients — covering AGM resolutions, AFS filings, establishment-card and licence renewals, director changes (including notarisation, MOFA attestation, and DDA/DIFC registry filings), and ESR and UBO reporting cycles.

Continue — other areas in Corporate
Corporate Commercial→Cross-Border M&A→Banking and Finance→Islamic Finance→Real Estate→Intellectual Property→
Continue

Discuss a free zone structuring matter with us.

We're available to assess your position and advise on the most effective approach. Initial conversations are always without obligation.

Get in touch →← Back to Pillar I · Corporate & Transactions