Group Restructuring & Transmission
Business-focused legal support for group restructuring in the UAE, helping companies move faster, reduce risk and make confident decisions.
Corporate Group Restructuring and Transgenerational Transmission
We support the restructuring of a group of companies held ultimately by the founders and assist in restructuring the organisation to enable a successful transmission to future family generations and business continuity.
In-depth description
Group restructuring means redesigning how a founder’s business interests are held, governed and documented — whether the trigger is succession planning, a new investor, geographic expansion or regulatory change. The right structure clarifies ownership, reduces tax friction and positions the group for its next phase.
– We map the existing group across all entities and jurisdictions, identifying structural gaps, redundant entities, governance weaknesses and tax inefficiencies. – We design the target structure: holding company placement, subsidiary rationalisation, intercompany agreements and updated ownership documentation. – Where a Foundation or trust is part of the solution, we integrate its setup into the overall restructuring plan without treating it as a separate engagement. – We manage legal implementation across all jurisdictions involved, coordinating with local counsel where required. – We model every step for tax impact — UAE corporate tax, French exit taxes, transfer pricing and capital gains — before any transaction is executed.
Scope of work
- Conduct an in-depth review of the existing family group structure and succession objectives.
- Design a comprehensive restructuring plan, often involving the setup of a Foundation (e.g., in ADGM/DIFC) as the ultimate holding vehicle.
- Draft all legal documentation, including the Foundation Charter, By-Laws, and letters of wishes from the Founder.
- Manage the legal implementation of the restructure, including the transfer of group company shares to the Foundation.
Price range
AED 100,000 – AED 1,000,000
Cumulative assessment – billed Hourly (contractual elements) and Lump Sum (corporate setup).
Primary Determinants of Pricing
Complexity of planning, category of digitals, holding method, value of digital assets, risks associated.
Other assets subject to restructure, number of UBO, number of members in management (family/non-family).
Digital and non-digital asset revenue, overall asset value, tax issues, number of countries of operation and holding (non-digital assets), location of HoldCo / SPVs holders or operational entities.
Financial, HR, operational restructuring requirement.
Contractual elements (charter and bylaws of the foundation, articles of association, SPVs and other corporate vehicles, intra-group contracts, management related contracts, policies, accounting rules set-up, tax optimisation rules, transfer pricing, restructuring, contracts with digital service providers, and VASP, last wills with executors, documentation and instructions to centralized crypto exchange, coding elements for rebuild etc.).
Deliverables
- A comprehensive Group Restructuring and Succession Plan.
- The fully established and registered Foundation.
- All legal documents for the transfer of assets.
Is your group structure ready for the next generation?
Do you own a group of companies without a holding structure?
Are you planning to bring in investors or sell a stake?
Is business continuity a concern if something happens to you?
Are there tax or regulatory reasons to simplify your structure?
Frequently asked questions
Yes. A foundation council can include family members, including the next generation, with defined roles and voting rights set out in the charter. This is a common feature of family governance planning. It professionalises succession, gives successors early exposure, and reduces the risk of post-death disputes.
Key contacts:
Romain Astruc
Managing Partner – Generalist, Advisory & Litigation
Mehdi Al Ghafari
Associate – Corporate, Commercial & Litigation
Gabriel Elmarzouki
Associate – Corporate, Commercial & Litigation
Other services you might need
Group restructuring has direct tax, governance and succession implications. These services are almost always required in parallel.
Accounting, Auditing & Tax - UAE Corporate Compliance
Corporate Governance - Board, Policies & Controls
M&A Advisory - Acquisitions, Exits & Due Diligence
WHAT SET US APART
Why ASTRUC & Co
Group restructuring requires legal, tax and governance expertise working together. We deliver all three from a single team.
1.
Business-first view
We restructure groups around commercial objectives – not theoretical legal elegance. Every decision considers the trading model, investor requirements
2.
Cross-border fluency
Groups with entities in France, the UAE and elsewhere need restructuring advice covering every jurisdiction. We manage the full picture without outsourcing the complexity to
3.
Senior counsel only
Group restructuring has irreversible consequences for ownership, liability and tax across multiple entities. Every engagement is led by senior lawyers with cross-border
More than legal counsel
With you, all the way
Life in the UAE brings extraordinary opportunities — and equally complex legal realities. Whether you’re relocating your family, navigating a divorce across jurisdictions, or structuring an inheritance that spans continents, you deserve a legal partner who understands both the technicalities and the human side of what you’re going through. At ASTRUC & Co, we treat every client’s situation as if it were our own.
From our offices in Dubai to our network spanning Riyadh, Paris, and Luxembourg, we bring senior-level attention to every matter — personal or financial. We believe the best legal advice is honest, clear, and delivered by someone who genuinely cares about the outcome. That’s why our clients stay with us, and why they come back when life presents its next chapter.
Ready to move forward?
Book a consultation with our team to discuss your situation and explore the right legal and strategic approach for your business.
