Structuring a Business in Manufacturing and International Trade

Structuring a Business in Manufacturing and International Trade

Point A: The Starting Position

GLS Law was approached by a client with an active international business in equipment sales. The operational geography was impressive: Poland, Germany, the USA, UAE, and Hong Kong. Manufacturing was based in China under a trademark registered in Germany.

However:

  • the companies operated independently and were not structurally linked,
  • the trademark was used by all entities without any licensing agreement,
  • profits were scattered across jurisdictions with no centralized control,
  • the scheme appeared overly complex and raised red flags for banks and regulators,
  • there was no clear model for scaling or profit distribution.

🎯 Client’s goals:

  • Consolidate the business into a logical and secure corporate structure
  • Protect the trademark and brand rights
  • Reduce tax burden within legal boundaries
  • Build a transparent model for profit distribution and reinvestment
  • Prepare the business for potential investor involvement

🛠️ Our implementation approach:

  1. Cyprus holding
    We established a Cyprus-based holding company as the parent entity. It manages operations and receives licensing and dividend income.
  2. UAE sub-holding
    To handle procurement from China, transactions with Hong Kong, and intra-group supplier contracts, a company was set up in a UAE free economic zone.
  3. Ownership restructuring
    Ownership of key jurisdictions (Poland, Germany, USA) was transferred to the Cyprus holding, with full documentation for corporate and transactional compliance.
  4. Contractual framework
  • The trademark license was formally transferred from the owner to the group entities
  • Agency agreements were signed for sales and supplier relations
  • Transfer pricing documentation was prepared in compliance with local laws

Results for the client:

  • ✔️ Transparent and legally compliant structure
  • ✔️ Intellectual property (brand) protected
  • ✔️ Clear profit distribution and reinvestment logic established
  • ✔️ Tax risks reduced and double taxation avoided
  • ✔️ Business ready for scaling and investment attractiveness increased