Background of the Client
- Wilfire (pseudonym for confidentiality purposes) is a diversified group comprising seven (7) mainland companies and a total of thirty-nine (39) branches operating under them. Each company was incorporated in Dubai under the Department of Economic Development (“DED” – Dubai Mainland), with its own set of activities and distinct legal structures.
- The group’s business sectors included hotel management, property management, gourmet and hospitality services, transport operations, management consultancy, cargo and shipping services, and various industrial activities.
- While all entities shared the same Ultimate Beneficial Owner (UBO), the shareholding of each company was distributed among at least two individual shareholders. Over time, this decentralised structure led to operational inefficiencies, management inconsistencies, and complex shareholding arrangements.
- With financial reporting scattered, operational decisions inconsistent, and no central oversight structure, Wilfire faced risks related to governance, compliance, and long-term succession planning. The group approached ATB Legal seeking a comprehensive restructuring solution.
This Article is a Part of Our Corporate and Commercial Law Services.
Objectives of the Restructuring
ATB Legal was instructed to design a restructuring plan that would:
- Streamline the shareholding structure by consolidating all 7 companies under a newly formed holding company, which would own 100% shares of each subsidiary.
- Ensure that dividends, profits, and ultimate ownership flowed into the holding company, jointly owned by the UBO and his two sons.
- Establish a clear and stable structure for succession planning, governance, and inter-company coordination.
- Reduce risks from uneven management, misaligned shareholding structures, and inconsistent compliance practices.
- Implement the restructuring without interrupting ongoing commercial operations across 7 mainland companies and the 39 branch locations.
The purpose of adopting a holding company model was to bring the entire business ecosystem under a unified corporate umbrella, enabling centralized control, tax efficiency, better asset protection, and operational clarity.
Our Approach
Legal and Regulatory Assessment
ATB Legal prepared a detailed due diligence of corporate documents, shareholder registers, and licensing details of all 7 companies and it’s branches. We identified all regulatory bottlenecks within DED and other government systems and made the clients aware of the regulatory risks and possible challenges that they might face during the restructuring process.
We prepared a detailed roadmap with clear timelines, document requirements at each stage of restructuring, authority touchpoints, and internal responsibilities of each member of all 7 companies.
Recommended Restructuring Plan
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- As the first step of due diligence was completed, and with multiple meetings with the clients, document reviews, and explaining the stages of restructuring, we then moved to the next action plan of document preparation.
- We recommended preparing the Share Purchase Agreement (SPA), Shareholders Agreement (SHA) as the first step. However, this was an internal document between the shareholders and was not mandatory to produce before the regulatory authorities; the clients insisted on preparing a simple agreement for audit purposes only.
- We then commenced the initial application process with the DED by submitting all the constitutional documents of the holding company, existing documents of the 7 companies, and identification documents of the UBO, Managers, and authorized representatives.
Implementation Process
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- We prepared the board resolution, attested the POA and board resolution, we obtained the initial approval from the DED for the said share re-structure.
- Once the initial approval was obtained, we drafted the MOA, and there were multiple comments and correspondences on the MOA draft, which were corrected and modified as and when they progressed. Once the MOA draft was finalized, we translated and notarized the same before the Notary Public in Dubai.
- After the MOA was notarized and submitted, the DED issued a payment voucher link where the relevant statutory fees were paid to issue the revised trade license and the company’s constitutional documents.
- The entire process took about 45 to 65 working days, considering the back-and-forth communications and the changing rules of the DED.
Challenges and Solutions
During the preliminary due diligence and feasibility assessment, ATB Legal identified several key challenges:
Structural & Regulatory Issues
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- Inconsistencies in shareholding records for several entities.
- One or more companies facing technical restrictions in the DED system, including:
- Outstanding delay penalties
- Pending SIRA (Security Industry Regulatory Agency) approvals
- Third-party authority approvals
- Ongoing transactions in the DED portal that blocked new filings
Operational Disruptions
Any restructuring exercise risked temporary suspension of licensing or business operations, especially across multiple sectors with heavy regulatory oversight.
Tight Timeline
Although the restructuring of seven companies and 36 branches ideally should have been completed within 20–30 working days, the unforeseen compliance issues and data inconsistencies extended the process by roughly 45 to 65 working days.
Despite these challenges, the restructuring proceeded without interrupting the business functions of any company or branch.
Results Achieved
The restructuring led to several significant achievements:
- Complete consolidation of all 7 entities under a single, family-owned holding company.
- Establishment of a strong corporate governance framework with streamlined management oversight.
- Improved succession planning through a unified ownership structure for the UBO and his sons.
- Reduction in operational inefficiencies and improved cross-company coordination.
- Enhanced regulatory compliance across all entities and branches.
- A corporate structure that now supports future expansion, mergers, acquisitions, and external investment, if required.
- The restructuring reinforced Wilfire’s operational stability and positioned the group for scalable growth within the UAE and beyond.
Why ATB Legal
ATB Legal’s Corporate Structuring & Compliance team brings:
- Deep expertise in mainland corporate governance, DED regulations, and large-scale restructuring.
- Strong government liaison capability with DED, Municipality, SIRA, and relevant third-party authorities.
- Experience guiding family-owned conglomerates through multi-entity consolidation projects.
- A strategic approach that safeguards continuity of business operations during restructuring.
This project demonstrates ATB Legal’s ability to manage complex restructuring initiatives with precision, compliance, and minimal disruption to clients.
