Coredo

Since 2016 I have been leading COREDO and have personally supported dozens of cross-border projects — from company registrations in the EU and Asia to licensing payment and crypto services and complex M&A. Over the years the LBO transaction — a leveraged buyout (LBO) — has become one of the key topics where entrepreneurs and CFOs simultaneously see potential upside and significant risks. I often hear the same questions: how to structure debt, which covenants to include, how to protect creditors, when mezzanine makes sense, how to minimize tax and comply with AML/FDI. In this article I systematize the best practices used by the COREDO team and share concrete tools that can be implemented already at the planning stage.

LBO Structure: HoldCo, OpCo and Risks

In a client-centric LBO I always start with the target structure. The HoldCo–OpCo model remains the baseline: the holding company (HoldCo) raises financing and acquires the operating companies (OpCo), and then implements a debt push‑down where it is lawful and economically justified. This arrangement simplifies governance, eases the security package and reduces the risk of “cross-contamination” within the group. It also clarifies accounting, which is important for the subsequent exit and W&I insurance.

Finally, the allocation of risks between banks, bondholders and the sponsor. In the intercreditor agreement we fix the waterfall, pari passu/priority of claims and voting protocols so that no decision vacuum arises in stress scenarios. This is not “paper for lawyers” but a working tool that, at a critical moment, determines who and how manages enforcement.

Buyout financing: debt financing

Often clients underestimate the variety of debt instruments in the EU/UK/Singapore/Dubai. It’s not only about term loans and revolvers, but about a set of modular elements that we combine to fit the target’s specific cash‑flow profile.

• Senior secured debt. The base layer secured by shares (share pledge) and assets (asset pledge). It is cheaper but imposes strict financial covenants and requires a well‑thought security package.
• Senior unsecured debt. Used for flexibility and speed; however, it is more expensive and requires careful covenant management so as not to overburden reporting and not to block capex.
• Subordinated debt and mezzanine finance. These instruments increase leverage capacity but carry higher cost and often include PIK interest and options. I use them when the senior layer hits covenant headroom and business growth covers the risk.
• Revolvers and credit lines. They smooth working capital and seasonality. With a proper cash sweep and dividend restrictions (dividend lock‑up), a revolver reduces the risk of default on principal payments.
• Bridge financing and variable lending. Suitable for carve‑out LBOs and a fast transaction pace, when part of the financing is brought in after closing.

Security package: collateral and trustee

A good security package is not “the more collateral the better”, but “exactly as much as will allow quick and lawful enforcement”. I build a multi-level structure: a share pledge on HoldCo/OpCo, asset‑backed security on key assets and security over intellectual property (IP) if IP is a revenue driver. In cross-border deals it is important to ensure that pledges and guarantees are enforceable in each jurisdiction and comply with insolvency laws.

Additionally, I always include a negative pledge, prohibitions on new security and carve-outs for operational needs. Such provisions protect lenders from “dilution” of collateral, but do not strangle the OpCo’s working capital. The balance is achieved through well-drafted incurrence tests and agreed perimeter exclusions.

Intercreditor: priority of creditors

Intercreditor agreement regulates priority, the payment waterfall, the standstill period and the voting procedure for amendments. In multi-layered financing it resolves the conflict between senior and mezzanine creditors, and also eliminates «grey areas» where each creditor expects someone else to act first.

Templates don’t work the same in the EU, UK and Asia, so I adapt the structure of voting protocols and the thresholds for amendments. In some countries certain amendments require the unanimous consent of senior creditors, and it’s better to take that into account upfront.

Covenants: covenant management

The key to a stable LBO is realistic financial covenants and well-considered maintenance vs incurrence covenants. I recommend combining a leverage covenant and an interest coverage ratio with DSCR and the setting of headroom, taking seasonality and the capex‑profile into account. Such a basket reflects the real ability to service the debt, not just a ‘pretty’ EBITDA.

Negotiating a covenant‑lite approach is appropriate when the borrower’s profile is stable and lenders understand the business model. I push for covenant‑lite not for the sake of a ‘tick-box’, but to reduce the likelihood of technical breaches while keeping the lenders’ risk profile unchanged.

Taxes and debt push-down: efficiency

Tax‑efficient holding structures allow you to simultaneously reduce the tax burden and meet economic substance requirements. Together with tax advisers we set up transfer pricing, analyze withholding taxes and apply interest allocation rules to avoid exceeding local thin capitalization limits.

As part of tax planning for an LBO, I build in dividend restrictions (dividend lock‑up) and cash sweep mechanisms. They accelerate deleveraging and improve ROI over a 24–36 month horizon, and are also viewed positively by lenders and W&I insurers.

Due diligence: what I check and prepare

Legal due diligence for an LBO is not a rewrite of corporate history, but a search for points that turn into price, terms and the structure of security. In focus are titles to assets, IP, key contracts with change of control, licenses and permits, employment/compensation agreements and unresolved disputes. The COREDO team persistently checks beneficial ownership (UBO) and sanctions risks, since banks and insurance companies have made this standard.

Separately, I note completion accounts and post‑closing adjustments. For an LBO they are critical, as they change net debt and working capital, and therefore: leverage. I provide for a clear methodology and an independent expert in case of dispute, to avoid protracted proceedings after closing.

antitrust, FDI, AML/KYC and sanctions

Competition/antitrust clearance and foreign direct investment (FDI) screening often determine the timing of the LBO. In the EU and UK I assess thresholds in advance and submit notifications before signing if this affects CP conditions. In Asia and the Middle East we check sectoral restrictions and local ownership requirements to avoid a “surprise” after the financing has been agreed.

AML/KYC for lenders and investors is part of the mandatory track. I conduct independent AML screening, identify beneficial ownership and verify sanctions screening and compliance. These processes are integrated into the CP list and reduce the risk of a tranche being halted due to a non-obvious link to sanctioned persons.

COREDO case studies

• Secondary buyout in Central Europe with a mezzanine component. The COREDO team implemented a HoldCo–OpCo structure with senior secured and mezzanine finance, providing share pledge and IP pledge on the key software. The intercreditor agreement fixed a standstill and waterfall, and covenant‑lite was applied only to incurrence tests, retaining maintenance covenants for leverage and DSCR. As a result the sponsor gained flexibility for growth, and the banks: managed risk.
• Carve‑out LBO of a technology subsidiary in the UK/EU. Our experience at COREDO showed that bridge financing and escrow arrangements allow closing the deal before completion of IT migration and licensing agreements. W&I insurance mitigated the risk of historical tax liabilities, and the dividend lock‑up and cash sweep accelerated de‑leveraging without harming R&D.
• Cross‑border LBO involving Singapore and Dubai. We structured upstream guarantees taking into account restrictions in local law and agreed negative pledge carve‑outs for trade finance. Debt push‑down was implemented in stages after FDI clearance so as not to breach CP conditions and not expose creditors to regulatory risk.

MAC, default and remedial playbook

Risks in an LBO are predictable if you name them and set out the remedies. I build material adverse change (MAC) clauses that realistically reflect the business profile rather than copying generic templates. This reduces the likelihood of disputes and gives the parties a transparent “traffic light.”

Contingency planning covers refinancing, currency risks and supply risks. I use sensitivity analysis and stress tests to check the debt capacity analysis and to ensure that even with a 20% decline in EBITDA the company maintains a DSCR above the agreed threshold.

Debt restructuring after a buyout

Not every restructuring is a failure. Sometimes it is a planned optimization stage after growth, where a pre-pack and a consensual reorganization give the business a second wind. The COREDO team conducts intercreditor negotiations, coordinates DIP financing and interim financing, and reallocates covenants in favor of flexibility without losing creditor control.

I review insolvency laws and priority of claims at early stages. This allows, if necessary, quickly agreeing on enforcement and avoiding loss of asset value due to procedural uncertainty and disputes among creditors.

Management motivation and control

Agreements between shareholders and MIP (management incentive plan), top-5 documents by impact on results. I insist on clear KPI, vesting and clawback so that management has “skin in the game” and shares long-term goals. This reduces the risk of aggressive dividends and incentivizes investments in growth.

Governance changes post‑LBO often include strengthening the roles of audit and risk committees, a schedule of covenant updates and quarterly stress sessions. This regime increases predictability, and lenders appreciate the discipline and respond by improving terms on refinancing.

What to include in a sponsor’s guarantees

Which legal guarantees to require from the sponsor in a buyout is a common question. I set out capital commitments, support in case of a covenant breach, restrictions on additional encumbrances and penalties for unauthorized transactions. These provisions hedge creditors against “dilution” of interests and discipline investment decisions.

In the disclosure schedules I recommend transparently describing all side letters, intercompany loans and obligations to management. Honesty at this stage saves months of disputes and tens of basis points in the cost of financing.

Due diligence and integration checklist

The documentation checklist for the legal team I keep as a “battle map”. It includes draft versions of the purchase agreement, loan agreement, intercreditor agreement, security package, corporate approvals, AML/KYC packages, sanctions certificates, antitrust notifications, FDI files, W&I policy and schedules, escrow instructions and the closing set.

What documents a lawyer prepares at each stage of the LBO is a frequent request from the CFO. I detail it on the project timeline, assign owners and prioritize by criticality so management spends time on decisions, not on correspondence.

Antitrust and FDI control in LBO

In cases where FDI may impose conditions, I ask banks to build flexibility into the CP list and price formulas. This eases tension and leaves room for constructive dialogue with regulators.

Safeguarding the value of cyber and IP assets

How to create a pledge over intangible assets (IP) in an international group: a separate area. I inventory the rights, check registration in key countries, coordinate licensing flows between the OpCo and the IP‑holding and ensure security over IP taking into account local registries. This is important for technology companies where IP is the main collateral asset.

Escrow arrangements and retention mechanisms are useful when some risks are disclosed only post-closing. We use them together with W&I to avoid keeping large contingent liabilities on the buyer’s balance sheet and to avoid provoking a covenant breach.

Questions executives ask when preparing an LBO

• How to assess debt capacity and leverage for an LBO? I conduct a debt capacity analysis based on stress‑testing of cash flow, DSCR and industry shock scenarios. This creates a reliable framework for negotiating price and debt terms.
• Which covenants should be included in a loan agreement to protect creditors? I choose a combination of maintenance and incurrence covenants, tie baskets to metrics, and limit investment activity through tests so as not to strangle growth. Such a set balances interests and reduces the likelihood of default.
• How does the debt structure affect ROI in an LBO? The larger the share of cheap senior secured debt and the more disciplined the cash sweep, the higher the equity IRR, all else equal. Nevertheless, an excess of debt reduces headroom and increases the risk of covenant breaches.
• What legal measures reduce the risk of credit default after an LBO? Clear MACs and default remedies, a clear cure mechanism, a structured intercreditor agreement and an enforceable security package provide time and tools for a managed response.

How the COREDO team builds the process

We start with a strategic session with the owner and the CFO. I clarify goals for ROI and timing, the regulatory map (licenses, FDI, AML/KYC), the presence of carve‑out factors and management’s readiness for MIP. Then I create the roadmap: due diligence, documentation, financing, regulatory matters, closing and a 100‑day plan.

After closing, the COREDO team supports covenant management, prepares reports for creditors, implements tax planning and helps management integrate debt restructuring into the company’s growth and scaling plan. This format reduces «transactional noise» and speeds up progress toward the target deleveraging.

mezzanine instead of senior debt

Mezzanine makes sense when:

• Operational growth and margins cover the higher cost of capital, and senior limits have already been reached. These are common cases in technology and niche services, where the growth rate exceeds banks’ risk appetite.
• Flexibility of covenants is critical for an M&A roll-up strategy. Mezzanine often provides leeway in incurrence tests and permits more aggressive capex without the risk of technical default.

The COREDO team weighs these factors through financial LBO modelling and sensitivity analysis. This approach makes the choice of mezzanine not a dogma, but a deliberate investment in speed and scale.

Enforcement of Cross-border Security by a Lawyer

How does a lawyer ensure enforcement of cross‑border security? The secret is in three steps: the right choice of governing law and jurisdiction, perfecting the security in the required registries, and a contractual enforcement architecture that takes local procedures into account. We use a security trustee and agency agreements, coordinate debtor notices and check priority in local collateral registers.

The role of escrow and retention mechanisms also increases in cross‑border cases. They insure payment of the price during registration and help bridge regulatory gaps without changing leverage.

Exit strategies and reallocation

Exit strategies in LBO: trade sale, IPO and secondary buyout. Each option dictates its own emphasis in governance, reporting and covenants. I prepare the company for refinancing or sale, aligning the capital structure and removing “legacy” restrictions that can reduce the multiple.

Our experience confirms: a proper 100‑day plan after an LBO accelerates reaching the target ROI and increases the likelihood of a favorable exit. This is not a theoretical statement, but the result of dozens of projects in the EU, UK, Singapore and Dubai.

Recommendations for the CFO and owner

• Carry out a debt capacity analysis before engaging with banks. Create stress scenarios for revenue and costs to demonstrate the resilience of DSCR and interest coverage. This will speed up the move to discussing pricing and covenants and increase counterparties’ confidence.
• Set up covenant management as an operational process. Define responsible parties, monitoring frequency and escalation thresholds. This will reduce the likelihood of technical breaches and make communication with lenders predictable and constructive.
• Integrate AML/KYC and sanctions screening into the CP track. Prepare standardized packages for lenders and investors to avoid tranche delays and reputational risks.
• Early dialogue on antitrust/FDI. Determine thresholds, timelines and the risks of conditional measures. Build this into the SPA and LOAN as a managed variable, rather than as a risk to closing and penalties for non‑performance.

Conclusions

LBO is a powerful tool for accelerating growth and increasing equity value, provided it is built on a solid legal and financial architecture. At its core is a rational HoldCo–OpCo structure, an appropriate mix of senior/subordinated/mezzanine debt, an executable security package with a clear priority of creditors, and a transparent system of covenants. Equally important are tax efficiency without loss of substance, properly calibrated due diligence, and regulatory discipline in antitrust/FDI and AML/KYC.

Since 2016 I have been leading international registration and licensing projects, and during that time the COREDO team has turned redomiciliation from the BVI to the UAE into a clear and manageable process. Clients come with the same pains: timelines and requirements vary by zone, banks are tightening KYC, and regulators expect real substance. I see the challenge differently – to turn the change of jurisdiction into a strategic advantage in access to capital, asset protection and tax management.

Redomiciliation: not just a “move”. It is the preservation of legal continuity, contractual force and beneficiary status when transferring registration from the BVI to the UAE. In this article I will lay out the entire process: from preparing the certificate of good standing to opening an account and registering under the Economic Substance Regulations (ESR). COREDO’s practice confirms: when a company acts according to a clear plan, moving its jurisdiction from the BVI to the UAE strengthens the trust of banks and investors rather than raising unnecessary questions.

Why move a BVI jurisdiction to the UAE?

The third reason is operational efficiency and scaling. The UAE simplifies Licensing of fintech, payment services, crypto operations and investment management. In my projects, redomiciliation of a holding company from the BVI often goes hand in hand with obtaining licenses in ADGM, DIFC or DMCC and subsequently setting up banking relationships, which increases the ROI from the move.

Free zone or mainland in the UAE

The choice between a free zone and the mainland depends on the business model, client geography and requirements for substance. In free zones it is easier to manage corporate procedures, register faster and select licenses more precisely, including fintech and virtual assets. The mainland provides flexibility for working with the local market and government contracting, but requires a different level of local involvement.

Our experience at COREDO has shown that holding companies and investment structures feel comfortable in ADGM and DIFC thanks to developed common law and predictable judicial practice. Trading and service companies often choose DMCC because of its flexible range of activities and well-thought-out infrastructure. For manufacturing and logistics projects it is appropriate to consider other free zones with industry specialization.

Licensing in DIFC, ADGM and DMCC

ESR and substance in office and personnel

What to consider in a redomiciliation project

On the BVI side, the BVI Business Companies Act and the registrar’s continuation (redomiciliation out) procedures apply. You need to prepare shareholders’ and directors’ resolutions, a certificate of good standing and a set of constitutional documents to confirm the legal capacity to effect the transfer. It is important to check for the absence of outstanding sectoral licences, encumbrances and court restrictions.

In the UAE, the UAE Commercial Companies Law and the local regimes of the specific zone apply: DIFC Companies Law, ADGM Companies Regulations or DMCC registration rules. Each registrar requests its own forms, but expects the same substance: a clean history, proper corporate governance and a clear UBO structure. It is possible to redomicile a company from the BVI to the UAE with strict compliance with the procedures of both jurisdictions and synchronization of dates.

I pay special attention to the requirements of the beneficial owner (UBO) register in the UAE. A transparent ownership structure and proper nominee agreements reduce the risk of delays and refusals. I discuss disclosure levels with beneficiaries in advance so that banks and regulators see the real picture of ownership and control.

BVI to UAE Redomiciliation Instructions

I start by assessing objectives and constraints. If the goal is to redomicile a holding company from the BVI and subsequently obtain licensing in ADGM, the plan and budget differ from transferring an operating business to DMCC. I record the desired project ROI, preferred timelines and the regulatory route to establish a reliable critical path.

Preparing due diligence and board minutes

• I conduct integrity checks (due diligence) on directors, shareholders and key counterparties. This reduces AML risks and helps prepare for UAE banks’ KYC. In the checklist I include sanctions screening, adverse media and an assessment of the ownership structure.
• I order a BVI certificate of good standing and, if necessary, a certificate of incumbency. These documents confirm the company’s current status. I arrange apostille, notarization and legalization of documents for the UAE taking into account the zone’s requirements.
• I update corporate documentation: meeting minutes, shareholder resolutions and board minutes related to the redomiciliation. I make amendments to the memorandum & articles so that it complies with the rules of the chosen UAE zone. This speeds up the registrar’s approval.

Redomiciliation of a BVI company to the UAE

• I submit the application package to the zone (DIFC/ADGM/DMCC) with a business plan, UBO structure, address proof and substance. The registrar performs KYC and, if necessary, requests additional information. My experience shows that clear answers in the first round save weeks.
• I obtain preliminary approval and synchronize the date of exit from the BVI with the date of entry into the UAE. This preserves legal continuity during the redomiciliation, and the company continues to operate without interruption. I coordinate in advance the wording of the confirmation letters with both registrars.
• I complete the procedure in the BVI and activate the registration in the UAE. At this stage I transfer the share register, approve the directors and record the powers of the resident director. At the same time I initiate processes for bank accounts and licenses.

Registration after redomiciliation in the UAE

• I register the company for ESR and prepare a risk management policy. Internal controls and protocols create “traces” of managerial decisions in the UAE. This is critical for banks and tax authorities.
• I assess tax residency and prepare a tax residency certificate (TRC). This supports the application of double tax treaties and the MLI where appropriate. I document positions on transfer pricing and PE to avoid undesirable implications in countries of presence.
• I prepare the banking dossier and apply to target banks. Taking into account the industry and risk profile, I select financial institutions that are tolerant of the business specifics. A correctly compiled KYC package reduces the time to open an account.

Requirements for constitutional documents

Requirements for charter documents during redomiciliation vary by jurisdiction, but the general logic is the same: adapt the articles of association to UAE regulations and ensure compatibility with corporate procedures. Where necessary, I update provisions on share issuance, minority rights and dispute resolution mechanisms. I prepare notarized powers of attorney and the transfer of authorities to local directors in advance, with apostille and legalization.

I organize the translation of contracts and agreements during redomiciliation on a dual track: legal validity and operational applicability. For cross-border obligations I use coordinated notices so that banks, lessors and key counterparties continue to operate on the new details. This reduces the likelihood of disruptions to payments and deliveries.

How to preserve contracts and IP

IP rights are transferred taking into account local law and the IP registration regime. I conduct a portfolio audit, register the necessary elements in the UAE and synchronize licensing agreements. In projects involving cross-border data transfers, I build in GDPR-like requirements and confidentiality agreements.

I analyze the impact of redomiciliation on contracts with counterparties and licenses in advance. If the business is regulated (financial services, crypto, investments, real estate), I arrange temporary agreements and support letters so the bridge between BVI and the UAE is legally sound. This approach supports credit lines and counterparty authorization.

Bank accounts and KYC during migration

Tax implications in the UAE

Licenses, sectoral crypto regulation

Regulation of digital assets and crypto operations during redomiciliation requires coordination with VARA in Dubai, as well as with the FSRA (ADGM) or DFSA (DIFC) regarding securities and derivatives. The COREDO team implemented cases of configuring crypto operations under VARA and licensing investment services in ADGM, which allowed clients to quickly relaunch their product line.

For payment services, forex and investment management, I separately take into account the capital requirements, the team and IT controls. I align the licensing roadmap with the plan substance and hiring, so that the regulator sees a realistic schedule. This directly affects the timeline for account openings and the start of operations.

Employment law for office staff

Employee transfers and labor law issues during redomiciliation require early communication. I prepare employment contracts under UAE law, plan the visa strategy and HR processes. This creates predictability and reduces staff turnover.

Office lease agreements and substance in the free zone I link to the hiring plan and licensing requirements. To evidence actual management I reserve meeting rooms, maintain a calendar of board meetings and keep minutes. Such a track record simplifies annual ESR reporting.

Insurance and business risks should be updated for the new jurisdiction. I adapt D&O, professional liability and cyber risk policies to meet client and regulator requirements. This strengthens overall resilience.

Timing and cost of redomiciliation from the BVI

The cost of redomiciling a BVI company in the UAE depends on the zone, the complexity of the structure and licensing. The budget covers government fees, legal work, apostille and consular legalization, translations, office and substance, as well as bank setup. For licensed sectors I add the regulator’s capital and operational requirements.

Redomiciliation vs liquidation of BVI

Branch registration vs full redomiciliation, a compromise for a business testing the market. A branch starts faster but has perception limitations with banks and counterparties. For M&A deals and raising capital, full redomiciliation provides greater predictability.

Comparing redomiciliation in the UAE with other jurisdictions (Cyprus, Macau, Singapore) shows that the UAE wins on the combination of infrastructure, licensing and banking capabilities. In some models Singapore is stronger in the fund ecosystem, and Cyprus in certain tax nuances. The final decision depends on the product, client geography and investor requirements.

Minutes of the board of directors

Corporate governance and the requirements for board minutes during redomiciliation are fundamental. I conduct board workshops on redomiciliation to align expectations and outline roles. This speeds up document signing and reduces the risk of conflicts.

UBO disclosure rules in the UAE require accuracy and discipline. I set up disclosure policies and a process for regularly updating information. This aligns with banking practice and simplifies periodic reviews.

Sanctions and antitrust checks

legal risks and antitrust/sanctions checks during redomiciliation I include in early due diligence. Counterparty screening (third‑party due diligence) and compliance procedures after redomiciliation foster a culture of control. This is viewed positively by banks and investors.

COREDO case studies: what works

Case 1: re-domiciliation of a BVI company to the UAE for a holding in ADGM. Client: a group with an IP portfolio and contracts in Europe and Asia. I organized a step-by-step re-domiciliation plan for the BVI, adapted the charter, transferred IP licenses and established ESR. As a result the company obtained a TRC, opened an account with a local bank and secured a funding round from a fund that required substance and a transparent UBO.

Case 2: re-domiciliation of an offshore company to the UAE and licensing of crypto operations. The client moved the company’s registration from the BVI to the UAE, opting for DMCC with subsequent engagement with VARA. The solution developed at COREDO included migration of banking relationships, preparation of AML policies and staff training. The launch went according to schedule; banks approved the accounts after confirming KYC procedures and transaction monitoring.

Checklist for redomiciling a BVI company to the UAE

• Стратегия и ROI: сформулируйте стратегические цели и ожидаемый ROI. Уточните юрисдикцию в ОАЭ, модель лицензирования и substance.
• Юридическая рамка: проверьте соответствие BVI Business Companies Act и требованиям регистратора компаний BVI. Сверьте нормы UAE Commercial Companies Law и правил выбранной зоны.
• Документы: подготовьте certificate of good standing, устав (memorandum & articles), решения акционеров и board minutes. Обеспечьте апостиль, нотариальное заверение и легализацию документов для ОАЭ.
• Структура UBO: соберите полное UBO‑досье и nominee agreements. Согласуйте уровень раскрытия для банков и регуляторов, чтобы ускорить KYC.
• Substance: зарезервируйте офис и определите резидентного директора. Спланируйте персонал и управленческие процессы, чтобы соответствовать ESR.
• Контракты и IP: проработайте правовые механизмы сохранения контрактной силы. Перенесите права на интеллектуальную собственность и согласуйте лицензионные соглашения.
• Банки и KYC: подготовьте пакет для банков с описанием бизнеса и источников дохода. Спланируйте параллельную работу старых и новых счетов для плавного перехода.
• налоги и комплаенс: оцените последствия по CRS, FATCA, CFC, PE и MLI. Настройте transfer pricing и получите TRC при необходимости.
• Лицензии: определите регулятора (DFSA, FSRA, VARA, SCA) и график лицензирования. Впишите требования к капиталу и команде в бюджет проекта.
• Операции и ИТ: адаптируйте ERP, данные и процессы под локальные правила. Установите disclosure policies и процедуру отчетности для совета и инвесторов.

How to avoid mistakes during redomiciliation

How to redomicile a company in the UAE

Strategic aspects

Structuring a restructuring using trusts and funds is possible if it is consistent with UBO disclosure and licensing. In individual projects I set up funds in DIFC/ADGM for wealth management and capital protection purposes. This increases manageability and transparency.

Conclusions

Since 2016 I have been developing COREDO as a partner that takes on complex legal and financial challenges of international business. During this time the COREDO team has executed dozens of company registration projects in the EU, the UK, Singapore and Dubai, obtained licenses for clients in the payments, forex, crypto services and electronic money segments, and also built reliable AML/CFT programs. Today I want to systematically analyze a topic that regularly comes up in strategic sessions with founders and CFOs: how to obtain a Major Payment Institution license in Singapore and turn it into sustainable competitiveness in the Asian and European markets.

Why Singapore: the MPI license

The MPI license in Singapore (often called MPI license Singapore) opens access to key activities: cross-border and domestic money transfer, merchant acquisition, issuance of electronic money (e‑money), as well as integration with local schemes PayNow and FAST through a sponsor bank or an approved operator. In practice this creates a base for remittance lines, aggregator models, wallet products and B2B payments with fast settlement and predictable liquidity.

Our experience at COREDO has shown that a Major Payment Institution license in Singapore is an effective anchor not only for Asian markets but also for international expansion through MPI into Asia and Europe. Payment businesses gain simpler transaction routing and improved access to acquiring banks, especially with properly configured AML/CFT and monitoring technologies.

The boundary between Major PI and Standard PI
The PSA distinguishes two classes of universal payment licenses: Standard Payment Institution (SPI) and Major Payment Institution (MPI). The choice of class is not a formality but a strategic factor for unit economics and scalability.

SPI is suitable for companies with limited volumes. Threshold values for average monthly volumes are set by MAS for each service and for aggregate services, and for electronic money there is a limit on float. As volumes grow, a company will inevitably face the need to upgrade the license.

Requirements for obtaining MPI
MAS uses a risk-based approach and assesses readiness across several areas. Below are the key ones that we cover in client applications.

• Ownership structure and beneficial ownership. MAS expects a transparent structure, documentary evidence of ultimate ownership and the absence of sanctions or legal risks. The compliance document package for an MPI applicant should include the ownership chain, proof of source of funds and declarations of beneficiaries.
• Directors and local presence. Director and local representative requirements for MPI include having at least one director who is a Singapore resident under the Companies Act, as well as competent executive-level personnel able to manage risks. For compliance, local roles are critical: a compliance officer and an AML officer available to MAS for interaction.
• MAS Fit and Proper test. The regulator applies Fit and Proper to directors, key managers and beneficiaries. They assess business reputation, experience, integrity, financial soundness and track record. The COREDO team prepares dossiers according to the MAS Guidelines on Fit and Proper Criteria and organizes a pre‑submission with the regulator to clear questions in advance.
• Capital requirements for MPI and financial resources. For Major PI there is a minimum paid-up capital at a level commensurate with the risk profile of the services, usually not less than SGD 250,000. Additionally MAS may request a security deposit in a range that depends on the class of services and volumes. We model liquidity stress scenarios and capital adequacy in advance.
• AML/CFT requirements for MPI and KYC processes. The applicant must demonstrate a full AML/CFT program: policies, CDD/EDD, sanctions screening, transaction monitoring, SAR, staff training. KYC requirements when obtaining MPI include risk-based approach, procedures for B2B and B2C, a PEPs policy and independent verification.
• Technological and operational readiness. MAS assesses information security, compliance with TRM Guidelines, the presence of an ISO 27001/PCI DSS roadmap, BCP/DRP plans and incident response. We link this to operational SLA, latency, throughput and resilience.

How to obtain a license MPI in Singapore
The action plan used by the COREDO team is based on MAS regulatory practice and the real lifecycle of a payments startup.

1. company registration in Singapore (ACRA) and basic substance. We form the board of directors, appoint a local director, determine the office and key roles. From the very start we plan economic substance: functions, staff, and on-site decision-making.
2. Pre-submission session with MAS (pre‑submission). I initiate meetings with the regulator to align the business model of the MPI payment operator, the scope of services under the PSA, target markets, KYC/KYB processes and the team’s knowledge. This reduces the risk of fundamental pivots at late stages.
3. Preparation of a business plan and financial model for MPI. At COREDO we work out unit economics (MDR, interchange, FX margin), TCO, NPV and payback for the MPI license. The model covers scenarios of volume growth, take‑rate, churn, CAPEX on technology, OPEX on compliance and the staffing structure.
4. Compliance design. We create an AML/CFT program, CDD/EDD procedures, a sanctions screening policy, risk assessment (RBA), a governance matrix and an independent ininternal audit. For crypto‑services we take into account VASP/DPT requirements and legal risks when working with tokenized assets.
5. Technology stack. We design the API gateway and microservices architecture, define latency and throughput targets, plan horizontal scaling and sharding, implement a PCI DSS/ISO 27001 roadmap, and build in fraud detection and transaction monitoring.
6. Application process to MAS for an MPI license. We prepare the full form, attachments on directors and beneficiaries, technological and compliance descriptions, contractual models with outsourcing providers and cloud hosting, and policies on data residency and GDPR.
7. Responses to MAS queries, interviews and fit‑and‑proper checks. We separately work on third‑party risk management, outsourcing compliance and cloud risks. It is important to document control and access to data, and to conduct Due Diligence of suppliers.
8. Setting up banking relationships and integrations. We build relationships with acquiring banks and correspondents, define settlement cycles, liquidity management and schemes for PayNow and FAST (through a sponsor bank or an approved operator), and finalize SLAs.
9. Post‑licensing readiness. We update BCP/DRP, the incident response plan, prepare for an on‑site MAS inspection, launch continuous monitoring and internal audit. We implement KPI dashboards for compliance and operations.

Cost, TCO and ROI
financial transparency begins with a detailed TCO. In our calculations we include government fees (application and annual fees for each type of service), security deposit, capitalization, expenses for the technology stack, PCI DSS/ISO 27001 compliance, salaries of key roles, external audit and internal control.

MPI business model: products and liquidity
An MPI license for a remittance operator opens a solid foundation for cross‑border transfers, wallet top‑ups, payouts to local banks and merchant acquiring. The ability to issue e‑money under MPI adds flexibility in B2C onboarding and building savings products.

In the technology roadmap there is room for merchant onboarding and KYC processes for sellers, transaction risk‑scoring, anti‑fraud and chargeback analytics. COREDO practice confirms that an API‑first approach and clear SLOs for latency reduce operational disruptions and improve merchant conversion.

AML/CFT, KYC/EDD and sanctions screening
MAS expects a comprehensive AML/CFT program for payment providers. I always start with an enterprise‑level risk assessment (RBA), covering geographies, products, channels, abuse typologies and customer profiles, including PEPs and high‑risk.

Next we form CDD processes for B2C and KYB for corporate clients, including beneficial ownership and transparency. Best practices for KYC/EDD in the B2B and B2C segments under MPI include eKYC with biometrics, automated sanctions screening against OFAC/UN/EU, adverse media and monitoring of changes in customer status in near real‑time.

PCI DSS technologies and BCP/DRP

Information security requirements for MPI, ISO 27001 as a management system, PCI DSS for card processing, and, where appropriate, SOC 2 for partner trust. Preparing the technology stack and APIs for PCI/PSA compatibility increases the chances of quick approval.

The incident response and business process recovery plan for MPI is formalized as a BCP/DRP with testing. I specifically insist on regular chaos tests, RTO/RPO metrics and an inventory of critical dependencies. This ensures real, not declarative resilience.

Local economic substance of outsourcing
How to ensure economic substance for MPI in Singapore: a real question for MAS. The solution lies in a combination of an office, management functions, local compliance and operations that take place on the territory of the country. The COREDO team helps determine the set of functions that truly create value and embed them in the organizational structure.

Outsourcing and risk management of third parties for MPI require contractual KPIs, audit rights, exit‑strategies and data governance. We align cloud hosting with MAS outsourcing and TRM requirements, considering data residency, cross‑border access and GDPR for EU customer personal data.

Reporting and internal audit requirements for MPI imply an independent assessment of the effectiveness of AML/CFT, information security and operational controls. For mature teams I recommend an annual independent review, which MAS views positively.

MAS: from sandbox to on‑site inspections
Regulatory interaction is better built proactively. Pre‑submission meetings with MAS help clarify PSA interpretations and the scope of services, and the MAS regulatory sandbox is a useful track for innovations if a product requires a testing period.

The procedure for changing license conditions and expanding activities requires separate approvals. The solution developed at COREDO includes a governance process for change management so that any new product is brought into the scope of regulatory analysis in advance.

European regulation and expansion

The impact of PSD2 and European regulation on MPI models for expansion is expressed in requirements for open APIs, SCA and third‑party management. The COREDO team aligns security and compliance standards to avoid duplication of costs and speed up time‑to‑market.

Managing currency risks and FX‑hedging for multicurrency settlements is important when launching cross‑border produktov. We use a combination of NDF/forwards and internal exposure limits to maintain margin and the SLA for execution.COREDO Case Studies: How It Works

Another project was a payments aggregator for marketplaces, where the business model required merchant acquiring and issuing e‑money balances for sellers. The solution developed at COREDO combined a PCI DSS‑compliant architecture, KYB onboarding with eKYC and sanctions screening, as well as a roadmap for ISO 27001. MAS approved the model on the condition of an independent internal audit after 12 months, for which we prepared the client.

KPIs for Scaling

The term and renewal conditions of an MPI license depend on compliance with reporting and inspection outcomes. Post‑licensing MAS reviews focus on incidents, outsourcing and changes to the business model. COREDO’s practice confirms that regular training and a compliance culture reduce operational risks and speed up the approval of new initiatives.

Exit scenarios from the MPI business and portfolio transfer require pre‑defined options: portfolio sale, merger, license surrender. We work through legal and operational steps to protect clients and partners for any strategic decision.

Pre‑submission Checklist
Before clicking “submit” to MAS, I go through an internal checklist. This approach saves weeks of back-and‑forth and prevents critical failures.

• Business model: PSA services are clearly described, target markets and FX risks are justified, the financial model confirms sustainability.
• Ownership and Fit and Proper: the structure is transparent, sources of funds are verified, directors’ and beneficiaries’ dossiers are complete.
• AML/CFT: the RBA is complete, CDD/EDD procedures are ready, sanctions screening is configured, SAR processes are tested.
• Technology: architecture is documented, PCI DSS/ISO 27001 roadmap in progress, TRM controls mapped, BCP/DRP tested.
• Outsourcing: contracts include audit rights, SLAs and exit clauses, supplier due diligence completed.
• Banking relationships: draft agreements with acquirers/correspondents are agreed, settlement and liquidity calculated.
• Documents for MAS: forms, attachments, policies and reports are up to date, answers to expected queries are ready.

How COREDO Strengthens the Project
I structure support so that the client sees a clear trajectory. First, the strategic choice between Standard PI and MPI, assessment of the time horizon, costs and risks. Then, creating substance and organizational design, preparing the business plan and financial model, the compliance program and the technology project.

The COREDO team integrates regulatory experience, product analytics and security engineering practices. We engage vetted CaaS providers, regtech platforms, auditors and payment infrastructure. At the final stage we support the dialogue with MAS, prepare for on‑site inspections and help launch operational reporting.

MPI in Singapore: a Strategic Asset

The COREDO team has guided clients through the full cycle: from ACRA registration and pre‑submission with MAS to integration with PayNow/FAST and on‑site inspections. We see how a Payment Services Act (PSA) Singapore license turns into sustainable volume growth, predictable margins and partner trust across Asia and Europe. If you are considering the MPI path, embed risk management, economics and technology from day one, and licensing will become a catalyst for scaling rather than a brake.

I’m ready to discuss your business model, align it with MAS requirements and assemble a roadmap — from application to first transactions. At COREDO we value entrepreneurs’ time and focus, so every decision is tied to metrics and every document serves a real purpose: to accelerate the product’s route to market and maintain quality at international standards.