Corporate Secretarial

  The Ultimate Beneficial Owner (UBO) is the natural person who ultimately owns, controls, or exercises effective influence over a legal entity , irrespective of how many intermediary entities or arrangements exist in the ownership chain. UBO identification is a non-negotiable regulatory requirement across banking, licensing, tax, and AML frameworks. Why UBO Identification Is Mission-Critical Regulatory Compliance: Mandatory under AML/CFT, FATF, and local regulator rules Bankability: A primary gatekeeper requirement for account opening and maintenance Risk Management: Enables transparency over control, source of wealth, and influence Audit & Enforcement Readiness: Reduces exposure to penalties, account freezes, or de-risking Standard UBO Thresholds (Market Practice) A natural person is typically classified as a UBO if they: Own ≥ 25% of shares or voting rights (directly or indirectly), or Exercise control through agreements, veto rights, or decision-ma...

  1. Definition and Objective Economic Substance Regulations (ESR) are regulatory frameworks introduced to ensure that entities conducting specified activities demonstrate real economic presence in the jurisdiction where they are incorporated or tax-resident. The core policy intent is to curb profit shifting, base erosion, and the misuse of low-substance structures. 2. Applicability ESR typically applies to licensees/entities carrying out relevant activities , which commonly include: Holding company activities Distribution and service center activities Finance and leasing Headquarters activities Shipping Intellectual property (IP) business Fund management Banking and insurance An entity is assessed annually to determine whether it falls within scope. 3. Economic Substance Test — Core Pillars To be ESR-compliant, an in-scope entity must satisfy all three limbs of the economic substance test: a) Directed and Managed in the Jurisdiction Board meetings hel...

Devenir Corporate Services provides a fully integrated, compliance-driven company incorporation solution designed to support efficient market entry and long-term scalability. Our services include: Jurisdiction & Structuring Advisory Strategic assessment of the most suitable jurisdiction, legal structure, and ownership framework aligned with commercial, tax, and regulatory objectives. Entity Formation & Registration End-to-end incorporation support, including name reservation, preparation and filing of constitutional documents, MOA/AOA drafting, and liaison with relevant authorities. Licensing & Regulatory Approvals Trade license procurement, activity classification, free zone or mainland setup, and coordination of sector-specific approvals where required. Shareholding & Corporate Governance Share capital structuring, shareholder agreements, board resolutions, UBO disclosures, and establishment of governance best practices. Registered Office & Ongoin...