Strategic Multi-Jurisdictional Structuring Shields £20M+ Business Exit

A successful British SaaS entrepreneur generating over £3M annually anticipated a future £20M+ business sale.


Without strategic restructuring, the client faced significant wealth erosion:
25% UK corporation tax on annual profits, and
20%+ UK capital gains tax liability on exit.
Furthermore, post-Brexit UK corporate law prevented the simple redomiciliation of the UK Ltd company abroad.  making advanced structuring necessary.
Sovereign Partners engineered a compliant, multi-jurisdictional solution.

Step 1: Relocation to UAE

We first secured the client’s personal and corporate non-residency in the UK.
 By relocating to the UAE, the client exited the UK tax net under the UK's "Temporary Non-Residence" Capital Gains Tax rules , which require a minimum five-year non-residency period.

Step 2: Malta HoldCo Subscription for Shares

Instead of selling shares (which would have triggered a taxable disposal under UK CGT rules), we inserted a Malta Holding Company using a Subscription for Shares technique:

• The Malta HoldCo subscribed for newly issued shares in the UK Ltd at nominal value.
• No disposal of the client’s existing shares occurred — therefore, no immediate UK CGT was triggered.
• The Malta HoldCo acquired material ownership and economic rights moving forward.

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Step 3: Substance and Participation Exemption Secured

We established full substance for the Malta HoldCo:

• Two independent Maltese-resident directors.
• Registered office, company secretary, and board meetings held in Malta.
• Real management and control established within Maltese jurisdiction.

Thus, the Malta HoldCo qualified for the full participation exemption under Maltese tax law, shielding both dividend flows and capital gains from taxation.

Step 4: No Withholding Tax on Dividends to UAE

Malta levies no withholding tax on outbound dividends to non-Maltese resident companies, provided the proper conditions are met.
Thus, dividends from the Malta HoldCo to the UAE parent entity would be received 100% tax-free.

Result:

• Eliminated ongoing 25% UK corporate tax exposure.
• Legally shielded future £20M+ exit proceeds from both UK and Maltese taxation.
• Structured full cash flow and exit readiness under UAE non-taxation.
• Achieved complete compliance with UK, Maltese, and international tax law frameworks (OECD standards).