FAQ

Frequently Asked Questions

Corporate Structuring

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What is the most common structuring mistake?

Conflating operational and asset-holding roles within a single entity. This creates unnecessary liability exposure and complicates exit planning.

Do I need different entities for each UAE jurisdiction?

Not always — but free zone entities have specific activity restrictions, and mainland presence may be required for certain commercial licences. We map the optimal combination.

How long does a restructuring typically take?

Simple restructurings can be completed in 4–8 weeks. Complex cross-border group reorganisations may take 3–6 months depending on regulatory approvals.

Mergers & Acquisitions

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What should we prioritise in due diligence?

Contractual change-of-control clauses, regulatory licences, employment liabilities, and undisclosed IP obligations are the highest-risk areas in most UAE transactions.

How do you handle cross-border M&A?

We coordinate with trusted counsel in each target jurisdiction, acting as the central transaction manager to maintain coherence and quality across all workstreams.

What is a typical M&A timeline?

Small to mid-market transactions typically take 3–5 months from LOI to close. Regulatory approvals and complexity of the target business are the key variables.

Regulatory Compliance

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How often should a compliance framework be updated?

At minimum annually, and immediately following any material regulatory update or business change. We offer standing update retainers for clients in highly regulated sectors.

What triggers a regulatory investigation?

Whistle-blower reports, customer complaints, suspicious activity filings, and routine audits are the most common triggers in the UAE. A robust compliance programme significantly reduces investigation likelihood.

Do you provide compliance officer support?

Yes — we offer outsourced compliance officer services for companies that require a qualified compliance function without a full-time in-house hire.

Contract Drafting & Review

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What are the most dangerous clauses in commercial contracts?

Unlimited liability, automatic renewal terms, unilateral amendment rights, and vague termination thresholds cause the most disputes in our experience.

How quickly can you turn around a contract review?

Standard reviews are completed within 24–48 hours. For complex multi-party agreements, we provide a structured timeline upfront.

Which law governs most UAE commercial contracts?

UAE Federal Law No. 5 of 1985 (Commercial Transactions Law) and Federal Decree-Law No. 19 of 2022 govern most mainland commercial agreements. DIFC and ADGM apply English common law principles.

Fintech & Digital Assets

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What licence does a crypto exchange need in the UAE?

In Dubai, VARA's Virtual Asset Service Provider (VASP) licence is required. In Abu Dhabi, the FSRA issues a Financial Services Permission covering digital asset activities under ADGM.

Is a UAE fintech licence valid globally?

No — each jurisdiction requires separate authorisation. However, UAE credentials significantly strengthen applications in GCC and some EU jurisdictions.

How long does a VARA licence take?

Timeline varies significantly by activity type and readiness of the applicant. Well-prepared applications with complete documentation typically progress through initial approval in 3–6 months.

Is ESG reporting mandatory in the UAE?

Mandatory ESG disclosure is currently required for companies listed on the DFM and ADX. For unlisted companies, it is increasingly expected by institutional lenders and international partners.

What is greenwashing and how do we avoid it?

Greenwashing refers to ESG claims that are inaccurate, overstated, or unsupported by evidence. We advise on ESG communication that is legally accurate, proportionate, and substantiated.

What does ESG due diligence in M&A involve?

We assess the target's environmental liabilities, governance weaknesses, labour practices, supply chain risks, and ESG disclosure accuracy — factors that increasingly affect valuation and deal risk.

Public Policy & Legislation

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How do we respond to a UAE regulatory consultation?

Responses must be precise, evidence-based, and submitted within the stipulated consultation window. We prepare submissions that articulate your position clearly and constructively.

Can a private company influence UAE legislation?

Yes — through formal consultation responses, industry body participation, and constructive engagement with regulatory authorities. We facilitate this engagement effectively.

What is a regulatory impact assessment?

A structured analysis of how a proposed regulation will affect your business operations, cost base, and competitive position. We produce these to inform both internal decision-making and external advocacy.

Real Estate Investment

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Can foreigners own freehold property in the UAE?

Yes — in designated freehold zones in Dubai, Abu Dhabi, and other emirates. Eligibility and registration requirements vary by emirate and property type.

What is the role of the DLD escrow account?

Off-plan developers in Dubai are required to open an escrow account with DLD into which buyers' payments are deposited and released in stages tied to construction milestones.

What legal checks should a buyer conduct?

Title verification, encumbrance search, developer escrow compliance, SPA review, and RERA registration status are the minimum checks for any UAE property purchase.

Healthcare Compliance

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What licences does a clinic in Dubai need?

A DHA healthcare facility licence, individual practitioner licences for all clinical staff, and health insurance network registration. Requirements vary by specialty and clinic type.

How is patient data regulated in the UAE?

The UAE Health Data Law and the Dubai Data Law impose obligations around consent, storage, transfer, and breach notification. We advise on compliant data governance frameworks.

What approvals do medical devices require?

Medical devices must be registered with MOHAP's Medical Products Division. The process involves product classification, technical documentation, and facility approval for distributors.

Cross-Border Expansion

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What is the first legal step in international expansion?

A comprehensive jurisdictional assessment: evaluating tax treatment, ownership structure options, regulatory requirements, and business environment before committing to any specific market structure.

How do you manage legal risks across multiple jurisdictions?

Through consistent governance architecture — intercompany agreements, group-wide policy frameworks, and centralised compliance monitoring — supported by local counsel in each jurisdiction.

What is a GCC market entry strategy?

A structured assessment of market entry modes (subsidiary, branch, representative office, distributor), regulatory requirements, and commercial positioning across each GCC member state.

What is founder vesting and why does it matter?

Vesting is a schedule by which founders earn their equity over time, typically 4 years with a 1-year cliff. It protects the company if a founder leaves early and is essential for investor confidence.

What is a SAFE note?

A Simple Agreement for Future Equity — a simple investment instrument where an investor provides capital today in exchange for the right to receive equity in a future priced round.

Which jurisdiction should I incorporate in?

It depends on your target market, investor base, and operational requirements. ADGM and DIFC are preferred for VC-backed startups; Dubai mainland or free zones suit operationally focused businesses.

Private Wealth Advisory

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What is an ADGM foundation?

An ADGM Foundation is a legal entity without shareholders used for wealth management, succession, and philanthropy. It offers strong asset protection and is increasingly preferred by GCC families.

How do we protect family assets from disputes?

Through a combination of clear ownership documentation, family governance charters, dispute-resolution mechanisms, and appropriate legal structures that isolate assets from personal liability.

Is succession planning only for very wealthy families?

No — any family with significant business interests, real estate, or investment portfolios benefits from structured succession planning. The cost of not planning is invariably higher than the cost of getting it right.