The Transaction Dynamics
Three technology groups from London, Dubai, and Singapore agreed to co-develop an AI logistics platform. Each founding party brought distinct resources: intellectual property, regional distribution networks, and institutional growth capital.
None of the founders wished to anchor the top holding company in each other's domestic jurisdictions due to divergent tax and corporate governance regimes.
The BVI Corporate Solution
Connection Middle East and our offshore corporate counsel designed a neutral joint venture vehicle:
- Incorporated a BVI Business Company equipped with bespoke Articles of Association enshrining reserved matters, drag-along, and tag-along rights.
- Established three distinct share classes (Class A, B, and C) ensuring tailored voting control, profit distribution, and liquidation preferences.
- Structured IP assignment contracts transferring proprietary code to the BVI entity free of stamp duty.
- Selected London commercial arbitration under LCIA rules to guarantee unbiased dispute resolution.
Strategic Impact
The joint venture vehicle successfully secured a $12 million Series A round from an international venture capital syndicate that mandated a common law holding structure.