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Ansh

February 2026 Newsletter

ADR & Arbitration

Canada–UAE Foreign Investment Promotion and Protection Agreement Signed: Strengthening Bilateral Investment Protections.

As part of the Government of Canada’s ongoing objective to double non-U.S. exports over the next decade, the Prime Minister recently visited the United Arab Emirates to expand and deepen Canada’s trade and
investment relationship with the UAE. On November 20, 2025, Canada and the UAE signed a new Foreign Investment Promotion and Protection Agreement (FIPA). Negotiations for the agreement began in 2016. The FIPA introduces enhanced protections for Canadian investors operating in the UAE and for UAE investors investing in Canada, with the aim of fostering long-term commercial partnerships between industries
in both jurisdictions.

At a high level, the FIPA establishes baseline protections for qualifying investors with respect to covered investments made in the other country. These protections include commitments relating to minimum standards
of treatment, national treatment, mostfavoured-nation treatment, and safeguards against expropriation, including the right to compensation. Collectively, these provisions are designed to promote fair, nondiscriminatory treatment of investors and their investments. The agreement also provides additional investment-related protections addressing matters such as senior management and board composition, regulatory transparency, and administrative processes. Detailed obligations are outlined in a non-official version of the FIPA currently available on Canada’s website.

Importantly, the FIPA contains several exceptions and carve-outs to certain obligations. These include pre-existing nonconforming measures, future measures adopted in specified sectors, exceptions to most-favoured-nation treatment, limitations on access to dispute settlement mechanisms, and other general exceptions. From a dispute resolution perspective, the FIPA establishes a mechanism for investor–
state disputes and includes an optional expedited process for claims not exceeding CA$10 million. It also provides for state-tostate consultation and dispute settlement procedures.

While the agreement has been signed, it is not yet in force. Both countries must complete their respective domestic legal processes before it becomes effective. The official version will be published once the agreement enters into force. In anticipation of implementation, Canadian and UAE investors may wish to review their investment structures to ensure they can benefit from the protections offered under the
FIPA.

In addition, both countries announced the launch of negotiations toward a Comprehensive Economic Partnership Agreement (CEPA), intended to further broaden and strengthen their overall trade relationship.

Corporate Restructuring & Insolvency

Corporate Restructuring in the UAE: Legal Framework, Strategic Pathways and Procedural Requirements

Corporate restructuring is a complex and strategic process involving significant changes to a company’s ownership, operations, or organisational structure. In the United Arab Emirates, the legal pathways and procedures governing restructuring are clearly defined and strictly regulated. A thorough understanding of these requirements is essential for businesses seeking to navigate the UAE’s corporate and regulatory landscape effectively.

What is Corporate Restructuring?

Corporate restructuring refers to the reorganisation of a company’s business model or ownership structure. This may include mergers, acquisitions, divestitures, or adjustments to capital structures. UAE commercial laws and regulations provide the legal framework within which companies may implement these changes in a compliant and structured manner.

Legal Paths for Corporate Restructuring

Companies in the UAE may pursue several recognised restructuring routes:

  • Mergers, where two or more entities combine into a single company.
  • Acquisitions, involving a transfer of ownership through the purchase of another company.
  • Divestitures, through the disposal of specific assets or business divisions as part of a broader restructuring strategy.

Each option allows businesses to realign operations and ownership to meet strategic or financial objectives.

Procedural Requirements

Corporate restructuring must be undertaken in accordance with prescribed legal procedures, including:

  • Obtaining necessary approvals from relevant regulatory authorities.
  • Notifying shareholders of proposed changes.
  • Ensuring compliance with applicable statutory requirements.
  • Engaging legal advisors or consultants to manage regulatory and transactional complexities.

Adherence to these steps is critical to ensure the validity and enforceability of the restructuring process

Benefits of Restructuring

When properly implemented, restructuring can deliver meaningful commercial advantages, including:

  • Streamlined operations
  • Reduced costs
  • Improved efficiency
  • Entry into new markets
  • Enhanced competitiveness
  • Greater long-term value for shareholders

Restructuring also enables companies to respond proactively to evolving market conditions.

Challenges and Key Considerations

Despite its advantages, restructuring presents practical and legal challenges. Businesses may face regulatory hurdles, financial pressures, or operational adjustments. Accordingly, companies must carefully evaluate the associated risks and implications before proceeding.

Restructuring as a Strategic Alternative

In the UAE, restructuring operates as a strategic and legal mechanism to reorganise a company’s financial and operational position. Rather than resorting to liquidation, it provides an alternative solution aimed at
addressing financial distress, mitigating risks, and restoring sustainability where the business remains viable.

Corporate Redomiciliation to the UAE: Key Considerations for Businesses

Over the past year, there has been a notable rise in companies evaluating a move to the United Arab Emirates. Recent reforms are expanding pathways for corporate migration for redomiciliation both within the mainland and between mainland and free zones signal a broader policy push to enhance corporatemobility and strengthen the country’s attractiveness as a global business hub.

Redomiciliation enables a company to transfer its place of incorporation to another jurisdiction while preserving its legal identity. The entity continues to exist uninterrupted, retaining its history, assets, liabilities, and ownership structure, but becomes governed by the laws, regulatory framework, and tax regime of the new jurisdiction. For businesses considering relocation to the UAE, careful planning is essential. Key considerations include the choice of jurisdiction, regulatory requirements, operational implications, and stakeholder approvals. Below are seven critical questions companies should address before proceeding.

Is the Company Eligible to Redomicile?

Eligibility depends on both the current jurisdiction and the destination jurisdiction. Some countries do not permit outward redomiciliation, while others allow it only if expressly authorised by the company’s constitutional documents. Companies may also need to demonstrate good standing, solvency, and regulatory compliance in their home jurisdiction before approval is granted.

Which UAE Jurisdiction Is Most Suitable?

The UAE comprises multiple corporate jurisdictions, including mainland entities regulated at the emirate level and numerous free zones, each with distinct legal and licensing regimes.

Key factors in selecting a destination include:

Legal framework: Financial free zones such as the DIFC and ADGM operate under English-language common law systems, which many international businesses find familiar.
Licensing: The jurisdiction must support the company’s intended business activities.
Tax and substance: Companies must assess the impact of UAE Corporate Tax and Economic Substance requirements.
Governance and operational rules: Requirements relating to directors, managers, and physical presence vary by jurisdiction.

Recent legislative changes: Recent legislative changes also permit transfers between mainland authorities in different Emirates and between mainland and free zones, although detailed procedures are still evolving.

Are Regulatory Approvals Required?

Redomiciliation typically requires approvals from regulators in both the originating and receiving jurisdictions, as well as corporate approvals from shareholders and, in some cases, creditors. Listed companies may also face additional disclosure obligations and investor-relations considerations, potentially extending timelines.

How Will Existing Contracts Be Affected?

Commercial agreements should be reviewed early to identify clauses related to change of jurisdiction, assignment, consent requirements, or termination rights. Insurance arrangements may also need revision to reflect the new legal environment.

What Are the Employment and Immigration Implications?

If personnel will relocate to the UAE, companies must comply with local employment laws, including visa and work permit requirements, employment contracts, medical insurance, and end-of-service benefits. Certain sectors or entity types may also be subject to Emiratisation requirements mandating the employment of UAE nationals.

Is a Physical Presence Required?

Most UAE jurisdictions require some form of local presence, ranging from flexi-desk arrangements to full office premises. Requirements depend on the company’s licensed activities, staffing plans, and regulatory expectations and should be assessed early in the planning process.

What Ongoing Obligations Will Apply?

Beyond the relocation itself, companies must prepare for ongoing compliance obligations in the UAE. These typically include licence renewals, corporate governance requirements, regulatory filings, and reporting obligations. Businesses should also review intellectual property protection and data compliance requirements in their new jurisdiction.

Looking Ahead

Redomiciliation to the UAE can offer substantial strategic advantages, including access to a stable regulatory environment, favourable tax conditions, and proximity to regional and global markets. However, the
process involves coordination across multiple legal, regulatory, and operational areas.

Companies that undertake thorough planning, engage appropriate advisors, and prepare documentation in advance are best positioned to achieve a smooth transition and fully realise the benefits of operating from the UAE.

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