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New Commercial Agency Law in UAE Offers Improved Flexibility for Foreign Companies
  • NEWSLETTER,U.A.E

New Commercial Agency Law in UAE Offers Improved Flexibility for Foreign Companies

The United Arab Emirates introduced Federal Law No. 3 of 2022 concerning the Regulation of Commercial Agencies on 15th June, ushering in several key changes that make it easier for foreign companies to do business in the country.

The new law replaces Federal Law No. 18 of 1981 and creates a more balanced relationship between commercial agents and foreign principals in the UAE. It broadens the definition of ‘commercial agent’ to include distributors, licensees and franchisees in addition to traditional agents. However, certain conditions must still be met, such as the agent conducting business in one of the categories required for commercial agency practice in the UAE.

Under the new law, the Cabinet can now approve international companies as commercial agents even if they are not owned by UAE nationals, provided the company does not already have an agent in the UAE and the agency is new. This is a significant step forward in enabling foreign companies to enter the UAE market without a local agent.

Commercial agencies in the UAE must still be granted exclusively, either for one or more of the seven emirates or nationally. Certain products and services, such as pharmaceuticals, also still require a registered commercial agent for import. While unregistered agents have no statutory right to exclusivity, this can be negotiated contractually.

Previously, there were limited grounds for terminating a registered commercial agency, but the new law provides more flexibility. Registered agreements can now be terminated by mutual consent, on 12 months’ notice by either party, upon expiry without renewal if 12 months’ notice is given, by court order, or as stipulated in the agreement. However, these new termination provisions will not apply to agencies registered before 15th June 2023 for two years. They will not apply at all to agencies registered for over 10 years or where the agent has invested over AED 100 million.

The new law also provides welcome changes to dispute resolution. While UAE courts retain jurisdiction, agreements can now specify alternative dispute resolution methods, including foreign arbitration, unlike under the previous law.

Conclusion

The new Commercial Agency Law provides a more fair and balanced legal framework for commercial agents and foreign companies in the UAE. However, existing arrangements should be reviewed to understand the implications of the changes. The UAE team at IMC Group has extensive experience advising on commercial agency and related matters in the UAE. Please get in touch for tailored guidance and support.

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Important Considerations for M & A in the UAE
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Important Considerations for M & A in the UAE

The United Arab Emirates (UAE) has emerged as a key market for mergers and acquisitions (M&A) activity in the Middle East, with several high-profile deals in recent years. However, there are some important aspects to consider for M&A transactions in the UAE that differ from other jurisdictions.

Private share sales and asset sales are the most common transaction structures. Share sales are popular as they cause minimal disruption, though due diligence can be challenging due to limited public information. Asset sales allow buyers to choose specific assets and liabilities but transferring assets and employees is logistically difficult.

For private companies, certain approvals are required depending on the target’s activity, such as from education or healthcare authorities. Financial institutions require extensive approvals, especially regarding anti-money laundering and know your customers requirements. If the combined market share of the parties exceeds 40%, merger control approval is needed from the Ministry of Economy.

Public deals require approval from the Securities and Commodities Authority (SCA), the market regulator. The SCA limits break fees in public transactions to 2% of the offer value. Otherwise, break fees are permitted but uncommon in private M&A.

Due diligence focuses heavily on information provided by the seller due to limited public records. Checks on the National Economic Register provide basic details for onshore companies, while DIFC and ADGM registers have more information for companies there. Credit reports from the AECB or Dubai Chamber can indicate financial position. Litigation, tax, employment, intellectual property, data protection and cyber security due diligence rely primarily on seller disclosure. Real estate ownership cannot be publicly searched, so title deeds and leases are also needed from the seller.

Finance comes from a mix of debt, including convertible loans, bank finance and peer-to-peer lending, and equity, such as private equity, venture capital, family offices and IPOs. Advisers typically include lawyers, financial advisers, tax advisers and occasionally pension actuaries. The target can pay adviser costs in private deals but not for public companies due to rules against financial assistance.

Conclusion

M&A in the UAE requires an understanding of the nuances in the legal and regulatory framework. IMC Group offers Transaction Advisory Services UAE and Mergers & Acquisitions Services Dubai to navigate clients through complex transactions. Please get in touch with IMC Group for advice tailored to your requirements.

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Estate Planning in the UAE: A Comprehensive Guide for Expats
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Estate Planning in the UAE: A Comprehensive Guide for Expats

As Dubai continues to establish itself as a wealth and asset management hotspot in the international finance landscape, it is essential for expatriates and non-Muslims with assets in the region to consider their estate planning options. This article aims to provide a comprehensive guide to the growing importance of the United Arab Emirates (UAE), particularly Dubai and the Dubai International Finance Centre (DIFC), and the various estate planning options available to different communities.

Dubai and the DIFC: A Global Finance Hub

The UAE’s D33 strategy has successfully transformed Dubai into a leading finance centre in the MENA region. The DIFC, a special economic zone within Dubai, has played a crucial role in this transformation, attracting high and ultra-high-net-worth families to establish a presence in the Emirate. With an increasing asset base in Dubai, it is vital for these individuals to incorporate their assets into their global tax and estate plan strategies.

The UAE makes a distinction between Islamic and Non-Islamic individuals when it comes to succession laws. For Muslims, Sharia Law is applied in the absence of a will, while non-Muslims can choose the laws of their nationality to govern the succession of their Emirati assets. In particular, UK expats are afforded the opportunity to apply English law, which offers testamentary freedom and allows for tailored estate planning.

Estate Planning Options for Islamic Clients

For those looking to prepare Sharia-compliant wills, trust structures are commonly used to ensure the estate passes in accordance with Sharia principles. In some cases, individuals may opt for corporate structures or foundations to provide beneficiaries with certainty over their inheritance.

Estate Planning Options for UK Expats (Non-Muslims)

UK expats in the UAE can benefit from applying English law to their Emirati assets, enabling bespoke estate plans that take into account the needs of beneficiaries and potential global taxes. This is particularly important for UK-domiciled and deemed-domiciled individuals who may be subject to UK inheritance tax. Many expats have chosen to structure their global estate through jurisdictions such as the Channel Islands, streamlining their estate planning across multiple jurisdictions while residing in Dubai.

Estate Planning Options for Non-UK Expats (Non-Muslims)

Non-UK, non-Muslim expats in the UAE can also explore alternative estate planning options, such as obtaining UK nationality and electing English law to govern their Emirati assets. This can help circumvent forced heirship laws in their country of origin while allowing for tax-efficient structuring.

Navigating estate planning in the UAE can be complex, but with the right guidance and support from experienced professionals, expats can successfully protect their assets and ensure their wishes are carried out upon their passing. Take help from consultancies such IMC Group to ensure the process is smooth and you get the best guidance navigating the laws.

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Corporate Tax is Coming to the UAE – Are You Prepared
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Corporate Tax is Coming to the UAE – Are You Prepared?

On June 1st, 2023, the UAE will introduce a federal corporate tax at a rate of 9% for businesses. This new tax aims to strengthen the UAE’s business environment and meet international standards for tax transparency.

The corporate tax will apply to businesses and corporate entities that make over 375,000 AED in annual profits. For small businesses, profits up to 375,000 AED will remain tax-exempt. Some types of businesses and income are also fully exempt, such as:

  • Individual income unrelated to a business
  • Foreign investors without a UAE business
  • Qualifying free zone entities
  • Capital gains and dividend income from shareholdings
  • Intragroup transactions and restructurings

For businesses subject to the tax, it will be calculated as 9% of their annual taxable profits. For example, if a business makes 4,750,000 AED in profit, it will pay 9,000 AED in corporate tax (4,750,000- 3,750,000 x 9%).

With corporate tax coming soon, now is the time for businesses to prepare. Below are some steps you can take that will help you prepare.

Avoid a AED 10,000 fine by Meeting UAE's Corporate Tax Deadlines. Contact us for Expert Tax Compliance Guidance and Protect your Business.
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Register for corporate tax

Businesses must register separately from VAT registration on the FTA website.

Keep accurate financial records

The key to paying the correct amount of tax is having thorough bookkeeping and financial statements that accurately reflect your profits.

Prepare financial statements

The new tax will base your liability on your profit as shown in financial statements like profit and loss accounts and balance sheets.

Get the right advisory

Business management solutions like corporate tax consultants in Dubai to help manage your books, generate accurate financial statements, and file VAT returns – all features that will be invaluable for corporate tax compliance.
Don't attempt to avoid the tax

Any restructuring solely aimed at reducing your tax bill could be considered tax avoidance under the new law and result in penalties.

The new corporate tax law is already in place, and it’s time to take action to ensure a smooth transition for your business. Make sure your financial records are in order, understand how the tax will impact your business, and invest in the tools that will help you comply efficiently. Don’t wait – contact IMC Group today to check your eligibility and receive expert guidance on navigating the new tax landscape.

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Private Client Trends in the Middle East
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Private Client Trends in the Middle East: Domestic Structuring, Environmental, Social, and Governance Policies and Emergence of Family Offices

Middle Eastern private client industry is rapidly evolving, showing an increased interest in domestic structuring, ESG/impact investing and family offices. These trends reflect a generational shift in the region as younger individuals recognize the significance of financial security and family governance.

One striking trend in the Middle East is the explosion in domestic structuring. International structuring at offshore finance centres was long the norm; local structuring only recently caught on. A prime example is the recent rapid expansion of DIFC, ADGM and RAK ICC Foundations Regimes which have registered over 550 foundations as of September 2022. These UAE foundations provide unique asset protection features including holding UAE real estate as private wealth vehicles while also functioning as orphan structures allowing asset transfers out of own names, which enables protection and intergenerational planning of assets between generations.

Another notable trend in the Middle East is an increasing interest in impact investing and ESG, particularly among younger family members. This shift is forcing families to reevaluate traditional investment strategies in light of an ever-evolving landscape and adapt accordingly; similarly, their focus on ESG and sustainability influences not only what types of investments they pursue but also their wealth management structures.

Family offices in the Middle East are continually growing more diverse, serving a range of purposes beyond investments. Where once family offices were used primarily as investment vehicles, today they’re being utilized for wealth protection, succession planning, intergenerational planning and governance – reflecting both professionalisation needs within family offices as well as increased demand for services that support such complex structures.

Middle Eastern private client industry presents numerous opportunities, as evidenced by domestic structuring’s increased popularity, impact investing and ESG investing’s increased prominence, and family offices emerging throughout the region. However, as this market develops, it’s essential that families and high-net-worth individuals work alongside experienced advisors to navigate all of the complexities of wealth management.

Families and high-net-worth individuals should enlist the services of an established private client family advisory in Dubai like IMC Group for tailored, expert advice and support. With an understanding of both the region and wealth management complexities, they can help clients take full advantage of all that the Middle East private client market has to offer.

As the Middle Eastern private client industry is continuously developing, it is crucial for families and high-net-worth individuals to remain up-to-date with its trends, working alongside knowledgeable advisors who can navigate its complexities effectively. Domestic structuring, impact investing and ESG strategies as well as family offices present plenty of investment opportunities in this region.

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Impact Investing and ESG on the Rise for Middle Eastern Families
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Impact Investing and ESG on the Rise for Middle Eastern Families

New generations of wealthy families and individuals in the Middle East are embracing impact investing and ESG principles, leading to significant changes in investment outlooks and strategies. However, this rise in sustainable and ethical investing has exposed a ‘generation gap’ between family members – with younger generations much keener to put their assets behind responsible causes. Next-gen family members are eager to transform both their investments and family businesses to align with ESG and sustainability goals. These individuals are demanding more diverse portfolios that include impact investments, crypto currencies and other alternative assets.

Domestic Structuring Attracts New Interest

Traditionally, Middle Eastern high-net-worth families have structured their offshore assets through jurisdictions like Singapore and the Caribbean. However, domestic structuring through UAE foundations is now on the rise. The number of foundations registered in the DIFC, ADGM and RAK ICC has grown dramatically in recent years. UAE foundations offer certain advantages like the ability to hold domestic real estate – making them attractive to next-gen family members focused on asset protection and inheritance planning.

Family Offices Becoming More Professional

Alongside overseeing investments, family offices in the Middle East are increasingly being used for planning succession, governance and philanthropy. Next-gen family members seek to professionalise the family office to manage these complex needs. Advisers are seeing greater demand for family office services from multi-family offices and outsourced family office solutions. These provide expertise in managing family wealth, businesses and estates alongside philanthropic goals.

As family priorities shift and investment strategies evolve, tailored family office and family advisory services can help wealthy individuals navigate the complex challenges that impact their wealth, assets and legacy. Experienced advisers can provide custom structures, governance solutions and expertise – ensuring family values and visions are translated into strategies that bolster financial security for generations to come. The rise of impact investing and other trends show that a new era has dawned on private clients in the Middle East.

Private Client and Family Advisory services can provide invaluable support to high-net-worth individuals and families seeking to navigate complex financial and legacy challenges. IMC Group offers customized solutions tailored to your unique needs and goals, with a focus on long-term financial security and impact investing.

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Navigating Wealth Preservation and Succession Planning Strategies
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Navigating Wealth Preservation and Succession Planning Strategies for Middle Eastern Family Businesses

Middle Eastern private and family businesses have experienced rapid expansion over time. Without proper planning, though, fragmentation could occur, and family businesses might split. With that being said, high-net-worth individuals often seek to preserve family businesses for future generations while passing them on to subsequent generations, so in this article, we will look at strategies which may help achieve such goals.

Ownership Structure

Although direct ownership might appear to be the easiest and most flexible option, it may not suit all types of assets. Your goals could range from maintaining control over certain assets to safeguarding them against creditors or family members. So it is crucial that you fully comprehend any legal ramifications that accompany any chosen ownership structure.

As families consider which vehicle to use and where to establish it, several considerations need to be taken into account when making this important decision. Tax implications, legal considerations, public disclosure requirements, asset protection measures and legal ownership restrictions all need to be considered when selecting the most appropriate structure for them. Trusts and foundations provide structured solutions, offering some asset protection as well as succession planning benefits.

Wills can simplify probate proceedings and provide certainty to heirs, yet in parts of the Middle East wills are not recognized and Shariah law takes precedence when allocating assets upon death. Non-Muslims living in Dubai or Ras Al Khaimah can register DIFC Wills that cover immovable and movable property as well as guardianship of any children habitually resident there.

Corporate and Family Governance

Good governance is critical to protecting and managing sustainable growth for any family business and ensuring its future generations. A robust governance model should promote transparency, clarity, accountability and fairness. Shareholder protocols or family councils may help to facilitate continuity, smooth succession or address family concerns as they arise.

Transparency and Privacy for Better Transaction Experience

Global tax transparency measures such as the OECD Common Reporting Standard and Ultimate Beneficial Ownership registers have dramatically increased the amount of information about financial assets owned by individuals that are available to authorities and the public. It is crucially important that you are aware of any information publicly accessible that poses threats to the security of yourself or your family, which could compromise security measures.

Establishing a family office can be an effective solution to effectively managing wealth and assets for any family. A family office may take different forms depending on your family’s specific needs and objectives. More families are now turning to family offices in order to maximise financial interests, decrease complexity, and manage personal affairs efficiently.

Family offices provide essential administrative support as well as more comprehensive services that incorporate strategy, asset management and governance. Since each family has unique needs and requirements for its family office services, there can be as many different kinds of family offices as there are families.

At its core, wealth preservation and succession require careful planning and strategic execution. At IMC Group we can assist in setting up a family office tailored specifically to your specific needs and objectives to ensure the successful continuation of your family legacy into future generations.

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UAE Anti-Money Laundering Laws: What Businesses Need to Know
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UAE Anti-Money Laundering Laws: What Businesses Need to Know

Recent years have seen significant strides taken by the United Arab Emirates (UAE) to strengthen its legal and regulatory framework in combatting money laundering (ML), terrorism financing (TF), proliferation financing (PF) and other forms of financial crime. Recent changes to relevant laws have increased coverage of regulated entities while prompting businesses to become more familiar with their obligations.

Historically, regulated companies consisted of financial institutions, insurance companies and banks; however, due to recent amendments to anti-money laundering (AML) laws, more obligations have been extended to designated nonfinancial businesses and professions (DNFBPs), such as lawyers, accountants, real estate brokers, dealers in precious metals and corporate service providers.

To ensure compliance, new authorities have been charged with monitoring DNFBPs’ reporting and registration requirements, including lawyers and notaries registering with the Ministry of Justice as well as businesses registered with the Ministry of Economy for most other businesses. Furthermore, over the last three years, both Executive Office for Control & Non Proliferation (EOCN) and the National Anti-Money Laundering and Combatting Financing of Terrorism and Financing of Illegal Organizations Committee (NAMLCFTC) were established resulting in more frequent inspection visits as well as training sessions for businesses.

Companies operating in the UAE must now take steps to comply with AML, CTF, PF and sanctions policies. These steps include:

  • Regular risk evaluations should be undertaken, at least every year or when introducing new products and services, to create policies specific to their business and client base
  • Implement effective Know Your Customer (KYC) procedures that include an organized framework for rating client risk and collecting any necessary documentation
  • Establishing an Anti Money Laundering Reporting Officer (MLRO) or Compliance Officer can assist organizations with ensuring adherence to laws and regulations as well as communicating with relevant authorities
  • Training team members on the importance of tracking and reporting any suspicious transactions are paramount to their safety and the success of your business

As compliance operations become more sophisticated and costly, businesses should dedicate a specific budget for compliance activities. Acknowledging and fulfilling AML/CTF/PF and sanctions obligations promptly is crucial; any delays could cause increased costs and difficulties in the long run.

Businesses must embrace emerging technologies for KYC and screening purposes, particularly artificial intelligence compliance solutions that help companies reduce human errors while streamlining operations and accessing cutting-edge technologies.

Businesses operating in the UAE must take compliance obligations seriously and be cognizant of any associated risks, particularly penalties and fines that may ensue from breaches. Penalties or fines aside, breaches can have devastating repercussions for partnerships, banking relationships and the ability to access funding as well as retain clients.

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Navigating the Complex UAE Freezone Landscape
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Navigating the Complex UAE Freezone Landscape

The United Arab Emirates has become a leading international business hub. Part of what draws businesses here is its myriad Freezones. UAE has over 45 economic zones focused on specific sectors, but this may prove confusing for companies that wish to set up operations in the country.

Companies seeking Dubai free zone company formation must take several important factors into account when selecting their location. Businesses should first ensure their industry meets the infrastructure and support offered in their Freezone. They should then consider factors like transportation access and proximity to target markets as they might affect operations.

Cost is another key element, with each free zone offering different fee structures and operating expenses that must be considered when choosing their ideal Freezone location. Businesses should select an environment that fits within their budgetary constraints while providing future growth potential, and the legal and regulatory environment varies between Freezones. Thus, it is essential that businesses choose one which fits their requirements while being aware of any possible restrictions or constraints that might limit growth potential.

Networking opportunities and additional support services should also be a top priority, with some Freezones providing mentorship programs, access to funding sources, and assistance for business setup assistance.

Dubai is home to two of the oldest and most established Freezones: International Free Zone Authority (IFZA) serves a diverse set of sectors while remaining cost-effective and flexible; Dubai Multi Commodities Centre (DMCC) specialises in commodities trading and precious metals, offering world-class infrastructure and boasting an active business community.

Dubai International Financial Centre (DIFC) serves as a premier hub for finance, banking and insurance firms seeking access to Middle Eastern and South Asian markets, while Abu Dhabi Global Market (ADGM) on Al Maryah Island supports the finance, professional services, and technology industries via an English common law-based legal framework.

Businesses can successfully establish their presence in the UAE with minimal risk by opting for a business setup in Dubai free zone tailored to their individual requirements. Careful consideration is essential when selecting a free zone to navigate this complex landscape efficiently and avoid potential pitfalls. Companies seeking expansion into Middle Eastern markets or access to global hubs will find numerous benefits from UAE free zones. Professional guidance, such as that provided by IMC Group, can make all the difference in streamlining the company setup process in Dubai free zones, ensuring a smooth and successful entry into this thriving business environment.

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India and Singapore Strengthen Economic Partnership: An Examination of Trade and Investment Trends
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Dubai Real Estate: Ideal Time for Investment

Dubai’s real estate market has experienced tremendous growth over the past decade, making it an ideal investment opportunity, according to experts in the city’s property industry. Dubai has become a sought-after destination for international investors and first-time buyers looking for investment opportunities within the UAE. Experts suggest that the sector is not showing any signs of slowing down while offering valuable advice for individuals looking to enter the market.

In 2022, Dubai’s real estate market experienced an astonishing 36% expansion, with over 88,000 transactions totalling AED240 billion completed, representing 61% growth compared to 2021. Rental prices also saw an average rise of 21% since 2021, making this an excellent time to enter the purchasing market. Rental yields can range between 5-9% with no property tax burden, enhancing its attractiveness further.

Dubai’s real estate market offers several key advantages for investors. The cost per square foot is much lower than in other highly desirable cities, providing more value for money. Furthermore, relaxed visa regulations allow investors to secure residency visas when purchasing properties of certain values.

When investing, it is imperative to conduct thorough research. Carefully consider a variety of factors, such as the developer’s track record, location, and potential return on investment (ROI). Location plays an instrumental role in ROI. When selecting prime locations to invest in, it is vital to consider amenities available such as retail stores, dining options, transport links, recreational activities, healthcare facilities, and schools in their evaluation. Also, familiarize yourself with local laws and regulations related to investment and real estate ownership to avoid legal complications.

When purchasing, also consider and compare all financing options available, taking into account maintenance and additional costs such as RERA service charges.

Partnering with an agent who specialises in the area or community you are researching is invaluable, providing answers to queries and up-to-date information on its location. These representatives can answer your questions quickly while offering valuable insight. If you’re considering a new business setup in Dubai, IMC Group can provide expert guidance and tailored solutions to help you navigate the process. With their extensive knowledge and experience, IMC Group ensures a seamless transition into the thriving Dubai market.

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