Case / Corporate
Holding structure reorganisation: making a cross-border group investor-ready
A technology group with multiple entities across jurisdictions needed to move from an ad hoc structure to a clear,
bank- and investor-friendly holding model: roles, cashflows, IP ownership, and intercompany contracts aligned.
Public version is simplified and anonymised. Final structure depends on shareholder geography, tax residence,
banking access, regulated activities (if any), and where revenue is generated.
Snapshot
Scope
Group restructure
HoldCo + OpCos
Jurisdictions
Multi-country
UAE + others
Goal
Clarity
Investors + banks
Outputs
Legal stack
Docs + flows
HoldCo design
Intercompany agreements
IP placement
Cashflow map
Typical pain: lots of entities, but no clear roles.
Banks and investors struggle to understand who owns IP, where money flows, and who signs what.
Context
What the client needed
The client needed a structure that supports fundraising and operations: clear ownership, clean intercompany relations,
a logical place for IP, and a coherent narrative for partners and banks.
Initial situation
- Several entities created over time for different reasons (partners, geography, banking).
- Unclear allocation of functions: sales, development, IP ownership, marketing, payments.
- Contracts and invoicing were inconsistent; cashflows hard to explain.
- Upcoming fundraising/partnership discussions required “clean story” documentation.
Multiple entities
Unclear cashflows
Investor questions
Main goals
- Build a clear HoldCo + OpCo model with explicit roles and accountability.
- Place IP and brand where it makes sense (IPCo or HoldCo) with licensing to OpCos.
- Make cashflows explainable (why money moves, what services are provided, what’s taxed where).
- Prepare documentation for due diligence and bank/partner onboarding.
The best structures are boring on paper: simple, explainable, and consistent.
Approach
How the reorganisation was designed
We start from operations and finance, not from “jurisdictions”: define roles → map flows → place entities → document it.
Step 01
Audit
Current structure and flow mapping
Analysed entities, shareholders, contracts, IP placement, banking, and real cashflows across the group.
- Entity map
- Contract inventory
- Cashflow diagram
Step 02
Target
Target model: HoldCo + OpCos (+ IPCo)
Proposed a target architecture that separates ownership, operations, and IP, with clear responsibilities.
- Role allocation
- Ownership logic
- Banking considerations
Step 03
IP
IP placement and licensing logic
Defined where the IP should live and how OpCos use it (licenses, royalties, development contributions).
- IP transfer steps (if needed)
- License-back to OpCos
- Brand control rules
Step 04
Contracts
Intercompany agreements and documentation
Built intercompany contracts to justify cashflows: services, management, IP licensing, cost allocation, reporting.
- Management services
- IP license agreement
- Intragroup loans (if needed)
Step 05
Governance
Governance and signing rules
Clarified who signs what, board/shareholder approvals, delegation, and internal policies for group decisions.
- Authority matrix
- Board/shareholder minutes
- Basic policies set
Step 06
Phasing
Implementation roadmap
Planned a phased implementation (minimal disruption): quick wins first, complex moves later if needed.
- 0–30 day actions
- Corporate changes
- Banking/partner updates
Key point: restructuring is not “moving boxes”.
You need contracts and governance that explain why money moves, who controls IP, and who bears operational risk.
Result
What the new structure achieved
The new model improved clarity for stakeholders and reduced operational, legal and banking friction.
Investor-ready ownership story
Clear ownership chain, cap table clarity, and an explainable group logic.
- HoldCo role documented
- OpCos responsibilities defined
- DD-friendly structure memo
Explainable cashflows
Intercompany contracts justify payments and reduce the “why are funds moving?” issue.
- Service fees and cost allocation
- IP license/royalty logic (if used)
- Loan rules (if relevant)
Clean IP control
IP placed where it makes sense with licenses to OpCos and controlled brand usage.
- IP transfer plan (if needed)
- License-back agreements
- Brand governance
Operational efficiency
Reduced ad hoc contracting and aligned legal documentation with real operations.
- Standardised contracting flow
- Signing authority matrix
- Internal decision rules
Banking & partner onboarding
Clear documents and structure narrative help explain business substance to banks.
- Structure memo for onboarding
- UBO clarity
- Contract consistency
Phased implementation
The group could implement in steps without breaking ongoing sales and operations.
- Quick fixes first
- Complex moves later
- Minimal disruption approach
Typical mistake: restructuring without intercompany contracts.
If the “new group” exists only on a diagram, banks and investors will still see it as messy.
FAQ
Common questions about holding reorganisation
Short public answers. For your case we prepare a detailed structure memo.
Do we always need a holding company?
Not always. A HoldCo makes sense when you need clean ownership separation, multiple OpCos, fundraising clarity,
or IP/brand centralisation. Sometimes a simpler OpCo-only model is better.
Should IP sit in HoldCo or in a separate IPCo?
It depends on risk profile, licensing, tax constraints and investor expectations.
We usually compare (a) IP in HoldCo, (b) dedicated IPCo with license-back to OpCos, and (c) IP in OpCo.
What do banks usually want to see?
A coherent story: who the UBO is, where revenue is generated, why payments move between entities,
and that contracts match cashflows and business substance.
Can we do it without stopping operations?
Usually yes, if planned as a phased project: first fix contracts and signing rules, then move entities/IP if needed.
The goal is minimal disruption to sales, payroll, and banking.
Need to clean up a cross-border structure?
Send your current entity list (countries + roles), where revenue is generated, where IP sits, and your main goal
(fundraising, banking, partners, licensing). We’ll propose a target structure and an implementation roadmap.
Start with a high-level diagram. You don’t need to share sensitive contracts initially.
Especially useful if you:
- Have multiple entities with unclear roles and messy cashflows.
- Need a clean story for investors, banks, or strategic partners.
- Want to centralise IP/brand and standardise intercompany relations.
- Need a phased plan that won’t disrupt operations.
We focus on clarity: roles, flows, contracts, governance.