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02 — Finance

Financial company formation and cross-border financing structures

Build a compliant financial structure for lending, investment and group financing.

We help business owners, investors, holding groups and financial entrepreneurs create foreign financial companies and cross-border financing structures.

Our work covers jurisdiction selection, regulatory analysis, company formation, licensing roadmap, financing model design, corporate documentation, tax coordination, banking readiness and ongoing legal support.

The goal is to create a structure that can lawfully provide financial, lending, investment, leasing or intra-group financing functions, while remaining understandable to banks, regulators, auditors, investors and counterparties.

Financial activity requires more than a regular company

A standard foreign company may be enough for consulting, trading or holding assets. It is usually not enough for financial activity.

If the company plans to provide loans, manage financing, arrange credit lines, operate as an investment vehicle, provide leasing, manage group treasury or offer other financial services, the structure may require additional legal, regulatory, tax and compliance analysis.

Without proper structuring, the business may face:

  • Licensing or registration issues
  • Bank account refusals
  • Blocked transactions
  • Tax questions
  • Unclear source-of-funds documentation
  • Weak loan or investment agreements
  • Regulatory exposure
  • Investor concerns
  • Sanctions or AML risks
  • Difficulties with auditors or counterparties

We help clients design the structure before the financial activity begins.

The functions a financial structure can serve

From intra-group financing to regulated financial platforms — the roles a properly structured financial company can take on.

Intra-group financing

A financial company can be used to organize loans, treasury functions, working capital support or financing between companies within an international group.

Lending and credit activity

A company may be created to provide loans or credit products, subject to local licensing, registration and consumer or business lending rules.

Leasing structures

Leasing companies may be used for financing equipment, vehicles, machinery, commercial assets or other business-use property.

Investment and capital allocation

A financial company or investment vehicle may be used to manage investment flows, capital deployment, portfolio participation or private investment arrangements.

Holding and treasury functions

Groups may use a dedicated company to centralize cash management, intercompany financing, shareholder loans, dividend flows or reserve capital.

Financial services platforms

Fintech or digital finance projects may need a structure that supports payments, lending, investment, brokerage, wallet, exchange or other regulated models.

Six financial structures we help build

The right vehicle depends on the activity, the regulatory profile and how funds move through the group.

01

Financial company

A company established to provide or support financial services, subject to local law and licensing requirements.

02

Lending company

A company focused on issuing and servicing loans, credit facilities or other financing products.

03

Leasing company

A company used to finance or lease assets to operating businesses or clients.

04

Investment company

A structure created for investment activity, asset allocation, portfolio participation or private capital management.

05

Group treasury company

A company used within a corporate group to manage financing, cash flows, intercompany loans and treasury operations.

06

Financing SPV

A special purpose vehicle created for a specific financing transaction, asset acquisition, investment project or structured finance arrangement.

Our financial company structuring work

From business model review through to banking readiness — covering regulation, jurisdiction, formation, documentation and tax.

01

Business model review

We start by understanding what the financial company is expected to do. This may include:

  • Lending
  • Leasing
  • Investment activity
  • Intra-group financing
  • Treasury management
  • Project financing
  • Capital raising
  • Fintech activity
  • Broker or platform functions
  • Financing of affiliated or third-party companies

This is the foundation for selecting the right jurisdiction and legal structure.

02

Regulatory and licensing analysis

Financial activity is often regulated. Before creating a company, it is important to understand whether the planned activity requires a licence, registration, exemption, notification or local legal opinion. We help assess:

  • Whether the activity is regulated
  • Which licence or registration may be required
  • Whether the company can operate under an exemption
  • Capital requirements
  • Fit-and-proper requirements
  • Local director or substance requirements
  • AML/KYC obligations
  • Reporting obligations
  • Restrictions on clients, products or jurisdictions

Where local legal advice is required, we coordinate with licensed professionals in the relevant jurisdiction.

03

Jurisdiction selection

We compare jurisdictions based on legal, regulatory, tax and practical criteria. The choice may depend on:

  • Type of financial activity
  • Licensing requirements
  • Tax treatment
  • Substance rules
  • Banking access
  • Reputation of the jurisdiction
  • Reporting obligations
  • Cost of maintenance
  • Expected clients and counterparties
  • Currencies and payment flows
  • Investor or group structure
  • Sanctions and AML risk profile

We do not recommend jurisdictions based only on tax rates. A financial company must be workable for banks, regulators, counterparties and auditors.

04

Company formation

We coordinate incorporation of the financial company or financing vehicle. This may include:

  • Company name reservation
  • Registered office and corporate secretary arrangements
  • Director and shareholder documentation
  • Constitutional documents
  • Corporate registers
  • Initial resolutions
  • Tax or business registration
  • Coordination with local providers
  • Preparation of corporate records

Where licensing is required, company formation may be only the first step before regulatory approval.

05

Financing structure design

We help design the legal and financial logic of the structure. This may include:

  • Loan mechanics
  • Interest and repayment terms
  • Shareholder financing
  • Intercompany financing
  • Group treasury model
  • Leasing model
  • Investment participation
  • Collateral or security structure
  • Dividend or distribution planning
  • Payment flow documentation
  • Tax and accounting coordination

The structure should be commercially clear and legally defensible.

06

Legal documentation

We prepare or coordinate the documents required for financial operations. This may include:

  • Loan agreements
  • Facility agreements
  • Shareholder loan agreements
  • Promissory notes
  • Security documents
  • Guarantee documents
  • Leasing agreements
  • Investment agreements
  • Intercompany financing agreements
  • Management or advisory agreements
  • Board and shareholder resolutions
  • AML/KYC policies
  • Risk disclosures
  • Source-of-funds documentation
  • Transaction memos
07

Banking and payment readiness

Financial companies are closely reviewed by banks and payment providers. We help prepare the company for banking by organizing:

  • Corporate documents
  • Ownership structure
  • Business model explanation
  • Source-of-funds and source-of-wealth materials
  • Expected transaction flows
  • Counterparties and jurisdictions
  • Loan or financing documentation
  • Compliance policies
  • Tax and accounting logic
  • Supporting evidence of business activity

This can improve the quality of communication with banks and reduce unnecessary delays.

08

Tax and accounting coordination

Financial companies often create specific tax and accounting issues. We help coordinate analysis of:

  • Interest income
  • Withholding tax
  • Transfer pricing
  • Thin capitalization rules
  • Deductibility of interest
  • VAT or indirect tax treatment
  • Dividend distribution
  • Intercompany balances
  • Foreign exchange gains and losses
  • Reporting obligations
  • Audit requirements

Where local tax advice is required, we coordinate with tax professionals in the relevant jurisdiction.

When clients ask for this service

Typical moments where a structured financial company removes risk and unlocks financing activity.

A group needs an internal financing company

The business has several operating entities and needs a clearer way to organize loans, cash flows, working capital and treasury functions.

Investors want to finance projects through a dedicated vehicle

A separate company may be needed to fund real estate, trade, equipment, acquisitions, development projects or private investment transactions.

A business wants to provide lending or leasing services

The client needs to understand whether the activity is regulated and how to structure the company lawfully.

A fintech project needs a legal structure

The project may involve payments, lending, wallets, brokerage, investment products or other regulated financial activity.

A company has cross-border financing flows

The business needs proper documentation for loans, interest, repayments, collateral, tax treatment and bank compliance.

Existing financial arrangements are poorly documented

The client may already have loans, advances or investor funds moving between companies, but the documentation is incomplete or inconsistent.

How an engagement runs

Seven structured stages from initial consultation through to banking and implementation support.

01

Initial consultation

We review the client's goals, planned financial activity, counterparties, jurisdictions, ownership structure, funding sources and expected transaction flows.

At this stage, we identify whether the project is likely to require licensing, regulatory review or a more detailed feasibility analysis.

02

Regulatory and structural analysis

We assess the proposed activity from legal, regulatory, tax, banking and compliance perspectives.

This may include licensing, AML/KYC, capital requirements, tax treatment, reporting obligations, sanctions exposure and banking feasibility.

03

Jurisdiction and model selection

We compare suitable jurisdictions and recommend the most practical structure.

The recommendation may include a financial company, lending company, leasing company, treasury company, investment vehicle, SPV or wider group structure.

04

Documentation roadmap

We prepare a roadmap covering incorporation, licensing or registration steps, transaction documents, compliance policies, banking materials and tax/accounting coordination.

05

Company formation and setup

We coordinate incorporation of the company and preparation of the corporate documents.

Where needed, we support licence applications, regulatory filings, local adviser coordination and substance setup.

06

Financing documentation

We prepare or coordinate the legal documents required for loans, investments, leasing, treasury activity or project financing.

07

Banking and implementation support

We help prepare onboarding files for banks, payment providers, auditors, accountants, investors or counterparties.

We also support implementation of the structure and coordination with local professionals.

Financial and legal structuring, brought together

Four principles guide every financial company engagement.

01

Financial and legal structuring together

We combine corporate law, tax planning, banking logic, documentation and compliance into one structure.

02

Cross-border perspective

Financial structures often involve several jurisdictions: company registration, client location, funding source, bank jurisdiction, tax residence and asset location.

03

Practical implementation

We help clients move from concept to company formation, documentation, banking preparation and operational launch.

04

Compliance-first approach

Financial activity is sensitive. We design structures that can be explained to banks, auditors, regulators and counterparties.

Expected outcome

A financial structure ready for real-world use

By the end of the process, the client receives a legally structured financial company or financing vehicle that is better prepared for real-world use. This may include a selected jurisdiction and structure, an incorporated financial company or SPV, a regulatory and licensing roadmap, loan, leasing or financing documentation, corporate records, AML/KYC and compliance materials, a tax and accounting coordination plan, a banking support file and an implementation roadmap. The result is not simply a registered company, but a financial structure that can support lawful financing activity, group treasury, investment transactions or regulated financial services.

Compliance note

Licensing & regulatory limits

Financial services, lending, leasing, investment activity, payment services, brokerage, insurance, asset management and similar activities may require licences, registrations, regulatory approvals or exemptions. We do not assist with structures intended to bypass licensing rules, sanctions, AML/KYC obligations, tax reporting, capital controls, export controls, court orders or other applicable legal restrictions. We may decline a matter where the proposed structure creates legal, regulatory, sanctions, AML or reputational risk.

Planning to create a financial company or financing structure?

Tell us what type of financial activity you plan, who will provide the funds, who will receive financing, which jurisdictions are involved and what banks or counterparties you expect to work with. We will review the legal, regulatory, tax, banking and compliance issues and propose a practical structure.

International legal advisory for founders, investors, and businesses operating across borders.

Contact

Office 2001-72 Prime Tower,
Business Bay,
Dubai, UAE

+971 4 000 0000

Mon–Fri, 10:00–19:00 (GMT+4)