Licence strategy, applications and regulator engagement for gaming, payments, e-money, investment and crypto-asset businesses.
Practice area 02
Corporate Structuring
Structures designed to be licensable, bankable and investable — with the governance and substance to hold up when regulators, banks or acquirers look closely.
Discuss your matterTypical deliverables
- Target structure chart with rationale
- Incorporation and substance plan per entity
- Constitutional and shareholder documents
- Intra-group agreements
- Change-in-control filings
- Entity management calendar
Overview
Why it matters
In regulated industries, the corporate structure is not an administrative afterthought. Regulators look through ownership chains, banks assess where decisions are made and where staff sit, and investors price in every inconsistency 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. Tax structuring is coordinated with your tax advisers so the legal and tax views remain aligned.
Scope
What we do
- 1.
Group Architecture
Holding, licensed, operating, IP and service entities arranged so that each regulated activity sits in the right place.
- 2.
Incorporation and Substance
Company formation, registered offices, local directors and the practical substance a jurisdiction expects in order to recognise the entity.
- 3.
Governance Documentation
Articles, shareholder agreements, board frameworks, delegations of authority and intra-group service agreements.
- 4.
Investment and Reorganisation
Equity rounds, founder arrangements, share incentive plans and group reorganisations ahead of licensing or a transaction.
- 5.
Change in Control
Regulatory approvals for acquisitions and changes to qualifying holdings in licensed entities.
- 6.
Corporate Housekeeping
Registers, beneficial ownership filings, annual obligations and entity maintenance across the group.
Industries
Where we apply it
- iGaming & GamingB2C operators, B2B suppliers, platforms, aggregators and affiliates.
- Fintech & PaymentsPayment and e-money institutions, PSPs and acquirers, payment facilitators and embedded finance.
- Crypto & Digital AssetsCASPs and VASPs, exchanges, custodians, wallets, token projects and crypto payments.
- Forex & InvestmentsForex and CFD brokers, investment firms, trading and investment platforms.
- Digital Platforms & MarketplacesOnline marketplaces, platform operators and intermediary business models.
- Technology BusinessesSoftware, SaaS, data-driven and ICT businesses operating across borders.
- High-Risk & Regulated Digital BusinessesBusiness models that banks, payment providers and regulators treat with enhanced scrutiny.
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 claims to be based. Requirements differ by regulator and by bank, so we define what is needed for each entity rather than applying a generic checklist.
Related
Related practice areas
Bank account opening, merchant account and acquiring setup, payment flows and safeguarding for businesses banks consider high-risk.
Trademark and patent registration and protection, copyright protection, domain name disputes, portfolio support and IP agreements.
Market prioritisation, regulatory roadmaps and launch readiness for businesses expanding into new jurisdictions.
Discuss your matter with a senior advisor.
Share a few details about your business and plans. We will come back to arrange a confidential initial conversation.