Skip to content

Corporate Structuring

Group structures built to be licensable, bankable and investable, with the governance and substance that regulators, banks and acquirers expect to see.

Discuss your matter

Typical deliverables

  • Target structure chart with rationale for banks and regulators
  • Incorporation and substance plan per entity
  • Constitutional and shareholder documents
  • Intra-group agreements matching real operations
  • Change-in-control filings
  • Entity calendar of filings and annual obligations

Overview

Why it matters

In regulated industries, the corporate structure shapes where you can be licensed, how banks assess you and how investors value the business. Regulators look through ownership chains, banks check where decisions are made and where staff sit, and investors price in any gap between the structure chart and how the business actually operates.

We design group structures around the regulated activity: where the licensed entity sits, how IP, technology and operations are held, how profits move and how the group can take in capital or be sold — so it can absorb new markets without a costly restructuring.

Scope

What we do

  • Group Architecture

    Holding, licensed, operating, IP and service entities arranged so that each regulated activity sits in the right place.

  • Incorporation and Substance

    Company formation, registered office and local director services, and the practical substance a jurisdiction expects in order to recognise the entity.

  • Governance Documentation

    Articles, shareholder agreements, board frameworks, delegations of authority and intra-group service agreements, setting out who decides what.

  • Investment and Reorganisation

    Equity rounds, founder arrangements, share incentive plans and group reorganisations ahead of licensing or a transaction.

  • Change in Control

    Change-in-control notifications and approval applications for acquisitions and changes to qualifying holdings in licensed entities, timed to the deal.

  • Corporate Housekeeping

    Group registers, beneficial ownership filings, annual obligations and entity maintenance, kept in order for due diligence.

Industries

Where we apply it

Questions

Frequently asked

Do you provide tax advice on the structure?

We structure from a legal and regulatory standpoint and work alongside your tax advisers — or introduce independent tax specialists — so that the final structure is reviewed from both sides.

What does 'substance' mean in practice?

It usually means real decision-making, qualified people and operations in the jurisdiction where the entity is established. Requirements differ by regulator and by bank, so we define what each entity needs and how to put it in place — not a generic checklist that adds cost without adding credibility.

Related

Related practice areas

  • Regulatory & Licensing

    Licence strategy, applications and regulator engagement for gaming, payments, e-money, investment and crypto-asset businesses.

  • Banking & Payments

    Bank account opening, merchant accounts, acquiring, payment flows and safeguarding for international businesses, including gaming, crypto, forex and other high-risk models.

  • IP Registration & Protection

    Trademark and patent registration, copyright, domain disputes and enforcement that protect your brand, software and content across markets.

All practice areas

Setting up or reorganising your group?

Tell us about your current structure and plans. We discuss what the group must support — licences, banking, investment or a sale — then send a written proposal with scope, timetable and fee.

Request a consultation