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Regulatory Compliance Restructuring

Regulatory compliance restructuring involves the reorganisation of a corporate group's existing structure to comply with new or changed regulatory requirements, without causing unnecessary disruption to the group's ongoing business operations or its existing tax efficiency. Common regulatory drivers of corporate restructuring include: new financial services licensing requirements (such as the need to obtain an EU regulated entity for activities that were previously conducted from a third country on a passporting basis), economic substance requirements in offshore jurisdictions (which require companies to demonstrate genuine management and control, employed staff, and adequate physical presence and expenditure in the relevant jurisdiction), changes to anti-money laundering and know your customer regulations, and the introduction of country-by-country reporting and public beneficial ownership registers.

Neptune Fiduciaries Group assists clients in conducting a systematic gap analysis of their existing group structure against new regulatory requirements, identifying where the current structure falls short of compliance and where remediation steps are required. We then design and implement a restructuring plan that addresses the regulatory gaps in the most commercially and operationally efficient manner, working alongside local regulatory counsel in each affected jurisdiction. Where possible, we seek to ensure that the restructuring also maintains or improves the group's overall tax efficiency, and that no inadvertent tax charges are triggered by the regulatory compliance steps themselves.

Regulatory Change Impact Assessment

We conduct a systematic assessment of the impact of new or changed regulatory requirements on the existing group structure, identifying where compliance gaps exist and prioritising the restructuring steps needed to achieve compliance within required timelines and with minimal operational disruption.

Economic Substance Compliance Restructuring

We advise on restructuring to meet economic substance requirements in offshore and midshore jurisdictions, including the establishment of genuine management and control, employment of appropriately qualified staff, and ensuring adequate operational expenditure in the relevant jurisdiction to satisfy the applicable substance tests.

AML and KYC Compliance Framework

We advise on corporate structure changes needed to comply with enhanced anti-money laundering and know your customer requirements, including the update of beneficial ownership registers, the implementation of internal AML policies and procedures, and compliance with financial intelligence unit reporting obligations.

Country by Country Reporting Structure

We advise on the corporate structural implications of country-by-country reporting requirements under the OECD BEPS framework, ensuring that the group's structure provides an accurate and compliant picture of global activities, profits, and taxes to the relevant tax authorities in each jurisdiction of operation.

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Contact Neptune Fiduciaries Group via info@neptunecorporate.com or visit our Contact Us page.

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Our structuring team has advised clients across Africa, the Middle East, and Asia on international group structures, holding companies, SPV formation, joint ventures, and tax efficient group reorganisations.

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