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RPS Setup in RAK ICC: Structure, Benefits, and Use Cases Explained 

If you’re seeking a business structure that’s both focused and secure, a Restricted Purposes Company (RPS) in RAK ICC could be the ideal choice. Purpose-built to operate within a clearly defined scope, an RPS setup in RAK ICC ensures your company remains aligned with its objectives while minimizing potential risks. Whether you’re managing assets, funding projects, or overseeing investments, this structure provides a streamlined, reliable, and efficient solution tailored to your specific needs. 

So, what exactly is an RPS? Let’s dive into the details of this unique corporate structure and explore how it works. 

What is a Restricted Purposes Company (RPS)? 

A Restricted Purposes Company (RPS) is a corporate entity designed primarily to act as a special purpose vehicle (SPV). It is a company that is limited by shares, with its memorandum of association (MOA) explicitly stating the restricted purpose for which the company is incorporated. The distinct feature of an RPS setup in RAK ICC is that it can only conduct activities directly related to the purpose outlined in its MOA, which provides a layer of legal assurance for business partners and investors. 

This structure is beneficial in scenarios where businesses or investors need a legally defined, purpose-driven company with limited risk exposure to any activities beyond the scope of the stated objectives. 

Key Features and Benefits of an RPS Setup in RAK ICC 

1. Purpose-Driven Structure 

An RPS is established for a specific, limited purpose as outlined in its memorandum of association (MOA). This ensures that all actions taken by the company are focused on the intended goal, providing clear boundaries for its operations. 

For example, an RPS setup in RAK ICC could be formed solely for the purpose of holding an asset or completing a specific project. The company’s operations are restricted to this activity, ensuring compliance with the defined purpose and offering stakeholders a higher level of security in transactions. 

2. Additional Layer of Security for Stakeholders 

One of the key advantages of an RPS is the security it offers to individuals and companies engaging with the RPS. As per the legal framework in the UAE, an RPS cannot engage in any activity that is not expressly stated in its MOA. This creates a level of predictability and confidence, particularly when investors, lenders, or other stakeholders are assessing potential risks. 

3. Binding Restrictions 

The restrictions imposed by the MOA are not just internal guidelines but are legally binding. This means the company, its shareholders, and directors must adhere to the restrictions on the company’s activities. The clear definition of purpose helps avoid ambiguity and ensures that the company remains focused on the specific objectives for which it was incorporated. 

4. No Nexus Requirement 

A key feature of RPS setup in RAK ICC is the absence of a nexus requirement. This means that there is no specific need for the company to be tied to a particular geographical location or business activity to justify its existence. The RPS structure allows for greater flexibility, especially for international investors or businesses that want a UAE-based entity for a specific project or investment without being bound to operational ties within the region. 

5. No Need for Qualifying Purposes 

Unlike certain types of companies that require a Qualifying Purpose for registration or ongoing operations, RPS companies do not need to meet a Qualifying Purpose unless specifically mandated by the Registrar. This reduces administrative complexity and allows companies to focus purely on their defined objectives. 

Key Requirements for an RPS Setup in RAK ICC 

While the RPS structure offers numerous benefits, it is important to understand the legal and operational requirements for establishing and maintaining an RPS: 

1. Appointment of a Registered Agent 

It is mandatory for an RPS to appoint a registered agent. This is a requirement for both the incorporation of the company and its ongoing operations. The registered agent plays a key role in providing the company with: 

  • A registered office address. 
  • Ongoing compliance support. 
  • Administrative and legal services. 

The registered agent ensures that the company operates within the boundaries of the law and its stated purpose. 

2. Incorporation and Renewal Fees 

Setting up an RPS setup in the RAK ICC comes with minimal financial costs when compared to other company structures, making it an attractive option for specialized projects or investments. The typical fees for establishing and maintaining an RPS are as follows: 

  • Incorporation Fee: AED 3,000 
  • Company Renewal Fee: AED 3,750 

These fees cover the administrative and registration processes, making the setup of an RPS both affordable and efficient. 

4. Company Cannot be Re-registered as an RPS 

A critical consideration when choosing to establish an RPS is that once a company is incorporated without the specific designation as an RPS, it cannot later be re-registered as such. Therefore, the company must be properly structured and registered from the outset if the restricted purposes framework is to apply. 

Practical Use Cases for an RPS 

The RPS is highly suited for situations where a business needs a dedicated legal entity to carry out specific, non-diversified activities. Some common examples of RPS setup in RAK ICC includes: 

  • Asset Holding: RPS can be used to hold and manage specific assets, such as real estate or intellectual property, for a defined period. 
  • Project Financing: Companies that require a specialized vehicle for raising project-specific finance may choose to establish an RPS. 
  • Investment Vehicles: RPS entities are often used in private equity or venture capital transactions, where the company is formed solely for the purpose of managing a particular investment. 

Why Choose MS for RPS Setup in RAK ICC? 

MS provides expert registered agent services for RPS setup in RAK ICC, offering seamless support for your company formation in RAK ICC. We manage all aspects of the incorporation process, ensure compliance with UAE regulations, and provide a registered office address for your company. With our in-depth knowledge and tailored services, MS ensures that your RPS operates smoothly, legally, and in line with its defined purpose.  

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Challenges in Salary Benchmarking in the UAE: What You Need to Know for Transfer Pricing Compliance! 

Numbers tell a story in the world of transfer pricing and when it comes to salaries, that story better be accurate. 

With the UAE’s corporate tax regime now in full effect and transfer pricing compliance firmly in the spotlight, businesses can no longer afford to overlook how they benchmark compensation for related-party transactions. 

But here’s the challenge: in a market like the UAE, where job titles rarely tell the full story and reliable salary data is often hard to come by, arriving at a truly “arm’s length” compensation figure is anything but straightforward. 

Let’s breakdown the real-world challenges in salary benchmarking for transfer pricing that businesses face and share practical, UAE-specific insights to help you get it right. 

What Are the Challenges in Salary Benchmarking in the UAE? 

1. Lack of UAE-Specific Data 

Market salary surveys especially for senior roles in specialized sectors such as financial services, tech, or family offices are limited in the UAE. Global databases often lack coverage or nuance when it comes to Free Zones like DIFC or ADGM, where compensation packages can differ significantly from the mainland. 

2. Subjectivity in Role Assessment 

Job titles alone are misleading. A “Chief Financial Officer” in one UAE entity may operate as a full-fledged decision-maker, while another with the same title might only oversee reporting. Accurately mapping functions to compensation, a core requirement in transfer pricing becomes difficult without clear internal role definitions. 

3. Closely-Held and Family-Owned Companies 

In many UAE businesses, especially closely-held entities or family groups, director-shareholders often wear multiple hats like owner, executive, and advisor. This blurs the line between returns on capital (dividends) and compensation for services rendered, creating significant challenges in salary benchmarking. The complexity of these roles makes it harder to establish clear compensation figures that align with the arm’s length principle, increasing transfer pricing risk and complicating compliance efforts for businesses in the UAE. 

4. FTA Review Sensitivity 

The Federal Tax Authority (FTA) and individual freezone authorities pay close attention to payments made to connected persons. Compensation that appears excessive, undocumented, or inconsistent with third-party benchmarks may trigger audit queries, adjustments, or even penalties especially when dealing with Key Management Personnel (KMP). 

5. Evolving Regulatory Expectations 

Transfer pricing is still maturing in the UAE. With guidance evolving, especially under Ministerial Decisions and clarifications, businesses face growing challenges in salary benchmarking. A static compliance model won’t suffice, in fact agility is key to staying aligned with current FTA expectations. 

Challenges in Salary Benchmarking: Practical Steps to Stay Compliant in the UAE 

To stay compliant with salary benchmarking in the UAE, businesses should begin by clearly defining and documenting roles, ensuring that job descriptions accurately reflect the full scope of responsibilities. This step is essential for applying the arm’s length principle, especially when dealing with related-party transactions. Since reliable UAE-specific salary data can be scarce and is one of the main challenges in salary benchmarking, it’s important to use local sources that reflect the market conditions in Free Zones and financial centers. As transfer pricing regulations continue to evolve, companies must stay agile by regularly reviewing their policies and keeping up with updates from the Federal Tax Authority (FTA). By maintaining detailed documentation and staying proactive in adjusting compensation structures, businesses can safeguard against FTA audits and ensure ongoing compliance with UAE tax laws. 

How MS Can Help to Tackle the Challenges in Salary Benchmarking? 

At MS, we specialize in helping businesses navigate the complexities of salary benchmarking for transfer pricing in the UAE. Our team ensures accurate role mapping and documentation, providing clear definitions of key management roles that align with regulatory requirements. We offer access to reliable, UAE-specific salary data and use advanced benchmarking methodologies to ensure your compensation packages comply with the arm’s length principle and get rid of challenges in salary benchmarking. With our up-to-date knowledge of evolving transfer pricing regulations, we help businesses stay ahead of the curve and maintain audit-ready documentation, minimizing risks and ensuring compliance with the Federal Tax Authority. 

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Building Your Castle: How Economic Moats in Business Safeguard You in Competitive Markets? 

Once upon a time, in a kingdom where power was constantly challenged, a wise king decided to build a castle, not just to stand tall, but to remain unshaken. The king’s architects didn’t just focus on thick walls or towering towers; they dug a deep, wide moat around the entire castle and filled it with alligators, turning defense into deterrence. 

 The moat was the first line of defense, a strategic shield that would make it nearly impossible for any invader to reach the castle’s gates. The deeper the moat, the more formidable the castle. Enemies might try to attack, but crossing the moat was no easy feat because it required not just strength, but cleverness, resources, and time. 

Today, businesses face a similar challenge. In a world full of competition and disruption, the strongest companies are building their own moats. These aren’t filled with water, but with unique advantages that protect them from rivals. Whether it’s a trusted brand, a game-changing product, or a network effect that grows with every new user, these economic moats in business provide the security to thrive in a competitive marketplace. 

But here’s the twist: a moat isn’t a passive defense. Just as the king’s castle needed constant vigilance to keep enemies at bay, businesses need to continuously reinforce and evolve their moats. The question is: how do you spot a moat, and more importantly, how do you build one that not only survives but thrives over time? Let’s dive in and find out. 

Economic Moats in Business Aren’t Magic. They’re Strategy in Action. 

It might be a brand that commands loyalty, a product so sticky users don’t leave, or a cost structure so efficient competitors can’t touch your margins. It might even be a legal shield, like a patent, that blocks anyone from copying what makes you great. 

They’re strategic assets that compound over time. 

What Moats Actually Look Like? 

Economic moats in business are built in different ways. Here are some of the most powerful types: 

  • Cost advantage: You can make your product cheaper, faster, or at scale without sacrificing quality. That makes price wars irrelevant. 
  • Strong brand: Customers don’t just know you, but they trust you. That trust turns into pricing power and repeats business. 
  • Proprietary tech or IP: You’ve got something others can’t replicate. A patent, a process, or a platform. 
  • Network effects: The product becomes more valuable as more people use it. Think social networks, marketplaces, or even currency exchange platforms where increased users lead to better rates, more liquidity, and greater trust. 
  • Switching costs: It’s hard or expensive for customers to leave you even if a cheaper alternative shows up. 
  • Customer centricity: Businesses that consistently deliver better experiences tend to lock in loyalty over time. 
  • High barriers to entry: Structural or regulatory obstacles make it hard for new competitors to enter the market. This could include heavy licensing requirements, high capital investment, exclusive partnerships, or complex technology that takes years to replicate. The higher the barrier, the stronger the moat. 

Not All Advantages Are Created Equal 

Let’s say you run a SaaS company that’s cracked a new way to compress video streams. It cuts bandwidth use by 40% without affecting quality. Users love the faster load times. Your servers cost less. Your margins expand. Your churn drops. 

That’s a competitive edge but only for now. 

If others reverse-engineer your technique or develop a similar one, your lead evaporates. You’re back in the crowd. 

But what if your method is protected by a patent? Suddenly, no one can legally copy it. You’ve locked in your edge. You’re not just better but untouchable for the next decade. 

That’s the difference between an advantage and a moat.  

A competitive edge gives you a head start. 
A moat makes sure others can’t follow. 

How to Spot Economic Moats in Business? 

Moats aren’t always obvious. But they leave clues in the numbers. 

  • High return on invested capital (ROIC): A business that consistently generates strong returns, even as it grows, likely has a sustainable edge. 
  • Strong gross and operating margins: Suggests pricing power or cost efficiency. 
  • Reliable free cash flow: Shows the business can reinvest in itself and in its moat. 
  • Low debt: A well-defended business often doesn’t need to borrow heavily to compete. 
  • Steady market leadership: Being #1 or #2 in a space and staying there usually points to something deeper than just luck. 

The more durable the numbers, the more likely the business has a moat. 

Defend or Disrupt? 

Some argue that moats are outdated and that innovation always wins. The logic goes: if you’re defending a castle, you’re not building the future. But here’s the truth: 

Economic moats in business don’t make a company stagnant. They give businesses the breathing room to innovate from a position of strength, not desperation. They’re not about avoiding competition but about surviving it, on your terms. 

Even in a world of constant disruption, companies with true moats still lead. They may adapt their walls, but the castle stands. 

How Economic Moats in Business Influence Market Entry and Valuation Strategy? 

An economic moat plays a dual role as it shapes how a business evaluates market entry and how investors assess its long-term value. When evaluating a new market, identifying existing moats like strong brand loyalty, cost leadership, proprietary technology, or powerful network effects helps businesses understand the competitive intensity and the barriers they’ll face. A market dominated by wide-moat players signals high entry costs and lower disruption risk, requiring a more strategic or niche approach. 

From a valuation perspective, moats drive sustainable competitive advantages that translate into predictable cash flows, pricing power, and resilient margins and all of which feed directly into higher valuation multiples. Strong economic moats in business tend to enjoy superior return on invested capital (ROIC) and command investor confidence in their future earnings. In contrast, markets lacking durable moats may present more room for innovation but also come with greater volatility and uncertainty in long-term value creation. 

Get in touch with MS for specialized comprehensive market entry research and business feasibility study. Our services include in-depth analyses of market size, growth potential, competitive dynamics, and consumer behavior, enabling clients to identify promising opportunities.  Our goal is to empower businesses to make informed decisions as they venture into new markets. 

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Leadership in Family Offices: Why the UAE is Defining the Next Chapter of Wealth Management? 

Once synonymous with oil wealth and old money, the Gulf today is rewriting its legacy. Nowhere is this more visible than in the UAE, where family offices, once quiet custodians of generational wealth, are stepping onto a much bigger stage. 

In the glass towers of DIFC and the tech-forward corridors of ADGM, a quiet revolution is unfolding. The family office is becoming the front line of strategic decision-making, global investing, and legacy preservation. This evolution has ushered in a new era, the one where leadership in family offices must rise to meet the complexity of modern wealth stewardship. 

But here’s the paradox: as these offices become more powerful, the risks of poor leadership grow more pronounced. The truth is simple but profound; great family offices are built not just on capital, but on character. 

Why the UAE? Why Now? 

There’s a reason the world’s wealthiest families are choosing the UAE as their family office base, and it goes beyond luxury real estate and zero taxes. 

  • DIFC reported a 25% growth in licensed firms in 2024, now hosting over 6,900 active entities, many of which are family offices or wealth management firms. 
  • ADGM saw a 245% surge in Assets Under Management (AUM) in 2024, a staggering signal of trust and momentum in the region’s financial infrastructure. 
  • Global projections now estimate that Middle Eastern family offices will oversee over $500 billion in AUM by 2025, a number that rivals some of the largest institutional asset managers. 

Behind these numbers is a powerful narrative: the UAE has successfully blended modern financial infrastructure with family-first values, giving UHNWIs the best of both worlds. The legal frameworks, including the UAE’s Family Business Law and DIFC’s Family Arrangements Regulations etc., provide clarity, control, and continuity, everything a family business needs to thrive for generations. 

The Family Office Today: What has changed? 

Forget the stereotype of a dusty office managing a few trusts and dividends. Today’s family office is a dynamic enterprise. 

It oversees: 

  • Global investment portfolios across private equity, real estate, and venture capital. 
  • Intergenerational succession planning navigating the delicate shift from founders to heirs. 
  • Philanthropy and legacy strategies aligning values with impact. 
  • Legal and compliance oversight, especially with increased scrutiny across jurisdictions. 

But as these functions grow in complexity, so does the need for strategic talent. 

Leadership in Family Offices: What Makes or Breaks a Family Office 

Here’s where many family offices stumble: they invest in structures, not in stewards. 

Leadership in a family office is unlike any other executive environment. It demands someone who can read balance sheets with precision and family dynamics with empathy. It’s understanding global markets while maintaining trust with three generations under one roof. 

Key roles making waves in the UAE include: 

  • CEO / Head of Family Office – Often the bridge between generations, governance, and growth. 
  • Chief Investment Officer (CIO) – The architect of long-term capital preservation and alpha generation. 
  • General Counsel / Legal Director – Managing everything from trusts to international structuring and regulatory affairs. 
  • Chief of Staff / Strategy Head – Ensuring execution without ever being in the spotlight. 
  • MLRO and Compliance Heads – Particularly critical for family offices licensed in DIFC/ADGM. 

In today’s environment, these leadership in family offices are sculpted. They must be discreet, globally aware, emotionally intelligent, and aligned with the family’s evolving values. 

According to leading executive search specialists, the best leadership in family offices for the Middle East are “expert generalists”, the individuals with enough breadth to see the big picture, and enough depth to execute on it. 

How Better Leadership in Family Offices can Manage Generational Complexity? 

The challenge is expectations. 

Nearly 70% of family offices in the region are now in second or third-generation hands. And while that can be a strength, it can also be a fault line. 

Founders tend to be entrepreneurs; instinctive, risk-ready, decisive. Successors are often educated abroad, digitally fluent, and more focused on sustainability and impact. That divergence can fuel innovation or ignite conflict. 

This is where leadership in family offices becomes critical. 

A seasoned CEO or trusted advisor can become the glue that holds vision and values together. They mediate. They interpret. They guide. And sometimes, they quietly prevent a $500M family empire from becoming a dinner table dispute. 

Leadership in Family Offices: The Rise of the Executive Search Partner 

This new era of family office leadership calls for more than job boards and LinkedIn messages. It requires deeply consultative, high-touch search partners who understand not just the business of wealth but the psychology of legacy. 

At MS, we specialize in understanding this intersection and the dynamics of leadership in family offices. 

We don’t just present candidates. We immerse ourselves in your family’s goals, culture, and long-term vision. Whether you’re building your office from scratch or evolving a legacy operation, we help you find leaders who are as future-proof as your portfolio. We know that one misaligned hire can cost far more than a failed investment. That’s why our executive search is built on precision, confidentiality, and trust. 

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Make a Splash: Why Private Equity Distribution Waterfalls Are Key to Your Fund’s Success 

Ever been part of a group dinner where someone says, “Let’s split the bill,” and suddenly things get awkward? Who ordered the lobster? Who didn’t drink wine? Who skipped dessert? 

Now, when real fund profits are on the line, we’re talking about stakes in the millions. 

There’s a system quietly making sure everyone gets their fair share: the private equity distribution waterfalls. It decides how the profits are split, step by step, from the moment returns start coming in. First, the investors get paid back. Then, once certain targets are met, the fund managers start sharing in the upside. It’s structured, intentional, and built to keep things fair and transparent throughout the fund’s life. 

Whether you’re new to the game or brushing up before your next fund launch, understanding the waterfall could be the difference between smooth sailing and some seriously soggy returns. 

Let’s break it down. 

What Is a Private Equity Distribution Waterfalls? 

A distribution waterfall is a contractual framework within a fund’s Limited Partnership Agreement (LPA) that governs how and when fund profits are allocated between LPs and GPs. It’s called a “waterfall” because profits are cascaded through a series of tiers or steps, with each tier having specific return thresholds or requirements. 

The private equity distribution waterfalls ensures that LPs are compensated first, before the GP is rewarded through carried interest (usually 10–20% of profits). 

Why Waterfall Structures Matter? 

  • Incentive alignment: GPs are motivated to generate strong returns for LPs. 
  • Risk-sharing: GPs typically invest their own capital alongside LPs (GP commit), but their significant reward comes after LPs meet their return expectations. 
  • Transparency and trust: Clear waterfall terms help prevent disputes, promote fairness, and ensure clarity throughout the fund lifecycle. 

Anatomy of a Typical Private Equity Distribution Waterfalls 

Let’s break down the classic 4-tier structure, especially common in private equity or venture capital funds: 

1. Return of Capital (ROC) 

  • 100% of proceeds go to LPs until all contributed capital is fully returned. 
  • This includes fees and expenses, depending on LPA terms. 
  • Often referred to as the capital recovery phase. 

2. Preferred Return (Hurdle Rate) 

LPs continue receiving 100% of distributions until they achieve a pre-agreed minimum annual return, typically: 

  • 8% in private equity 
  • 6–7% in private credit 
  • 0–5% in venture capital (often omitted) 

3. GP Catch-Up 

Once LPs achieve their preferred return, the GP receives the next available distributions, often at 100%, until their share of profits catches up with the agreed carried interest (e.g., 20% of total profits). 

This phase “retroactively aligns” the GP’s share with the carry percentage. 

4. Residual Split 

After the catch-up, all remaining distributions are split based on the carried interest formula (e.g., 80% LPs / 20% GP). 

European Waterfall: Fund-as-a-Whole Approach 

How it works: 

  • Carried interest is calculated at the overall fund level, not deal-by-deal. 
  • GPs receive no carry until the LPs’ entire capital is returned and the preferred return is met across the fund. 

Pros: 

  • Strong LP protection and ensures the GP only profits when the fund performs well overall. 
  • Mitigates early overpayment risks. 

Cons: 

  • Delays GP compensation, potentially affecting their cash flow or ability to reinvest. 
  • Might disincentivize early exits of strong-performing assets. 

Example: 

If a fund raises $200M and returns $100M early from a great deal, no carry is paid yet. The GP must wait until the entire $200M is returned plus the hurdle rate, before carry kicks in. 

American Waterfall: Deal-by-Deal Distribution 

How it works: 

  • Carried interest is paid as each deal is realized, provided that deal generates sufficient profit. 
  • No need to wait for overall fund performance. 

Pros: 

  • GPs receive compensation earlier that are useful for firms relying on carry for internal capital recycling or bonuses. 
  • Encourages early exits of high-performing assets. 

Cons: 

  • LPs may suffer if later deals underperform while GP could have already collected carry on earlier profitable deals. 
  • Often requires strong clawback mechanisms and escrow accounts. 

Example: 

If one portfolio company sells with a $20M gain, the GP could immediately receive $4M (20% carry), even if other deals later result in losses. 

Clawback Provisions: Protecting LPs 

Especially critical in American waterfalls, clawback clauses allow LPs to reclaim excess carry if final fund performance fails to support earlier distributions. 

Common Safeguards: 

  • Escrow holdbacks: A portion of carry (e.g., 25%) is held until final fund liquidation. 
  • Annual carry caps: Limits carry until a certain performance milestone is achieved. 
  • Net-of-loss carry calculation: Some deal-by-deal waterfalls only allow carry on realized profits net of realized losses. 

Hybrid Waterfalls and Emerging Structures 

Modern funds are increasingly adopting hybrid models in private equity distribution waterfalls to balance LP and GP needs. Common hybrid variations in the private equity distribution waterfalls include: 

Fund-Level Hurdle + Deal-Level Carry 

  • No carry paid until fund hurdle is met. 
  • Once hurdle is cleared, carry paid on individual deals. 

Tiered Carried Interest 

The GP’s carry increases with stronger performance: 

  • 10% carry if fund IRR <12% 
  • 15% carry if IRR 12–15% 
  • 20%+ if IRR >15% 

Early Recycling & Interim Carry 

Some funds permit capital recycling (reinvesting early proceeds) or interim carry distributions, with strong clawback backstops. 

Negotiation Tips: What to Watch For 

For LPs: 

  • Insist on robust clawback clauses if agreeing to an American-style waterfall. 
  • Scrutinize the catch-up terms—a 100% catch-up can skew incentives if not structured well. 
  • Understand if fees (e.g., fund expenses) are included in capital return tiers. 

For GPs: 

  • Be transparent with assumptions and modeled carry scenarios. 
  • Consider deferred carry mechanisms if liquidity is a concern. 
  • Use tiered structures to reward true outperformance, especially when fundraising in competitive environments. 

Mastering Private Equity Distribution Waterfalls with MS Expertise 

At MS, we specialize in helping fund managers and investors design and implement clear, effective private equity distribution waterfalls. With our deep expertise, we guide you through the complexities of structuring fair profit-sharing arrangements that align the interests of both LPs and GPs. From ensuring proper return thresholds to providing clarity on carried interest, we help you create a framework that fosters trust, minimizes risk, and maximizes returns. 

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UAE Corporate Tax Update on Audited Financial Statements: Key Takeaways from Ministerial Decision No. 84 of 2025 

In its continued effort to refine the corporate tax landscape and align with international standards, the UAE Ministry of Finance has introduced a new compliance milestone: Ministerial Decision No. 84 of 2025. This Decision reshapes the requirements around audited financial statements under the UAE Corporate Tax Law and replaces the earlier Ministerial Decision No. 82 of 2023 for tax periods beginning on or after 1 January 2025. 

The key change? All tax groups must now prepare audited special purpose financial statements, a notable departure from the previous AED 50 million threshold. The Decision also offers important clarifications for non-resident businesses and maintains the audit requirements for standalone entities claiming Qualifying Free Zone Person (QFZP) status or crossing the revenue threshold. 

As the UAE moves closer to full implementation of its corporate tax regime, this UAE corporate tax update on audited financial statements marks a significant step toward ensuring financial transparency, standardized reporting, and better tax compliance across all business structures. 

Let’s unpack the key changes brought by the new Decision, what they mean for your business, and what actions you should consider now to stay compliant in the 2025 financial year and beyond. 

UAE Corporate Tax Update on Audited Financial Statements: Key Highlights of Ministerial Decision No. 84 of 2025 

1. Mandatory Audited Financial Statements for All Tax Groups 

One of the most notable updates is the removal of the AED 50 million consolidated revenue threshold for tax groups. Under the previous rule, only tax groups with consolidated revenue above AED 50 million were required to prepare audited financial statements. 

This marks a significant shift in compliance expectations. The intention behind this change seems to be greater transparency and consistency in financial reporting among tax groups. Further guidance is expected from the FTA on how these special purpose FS should be prepared, especially in light of practical implementation challenges taxpayers faced under the earlier decision. 

2. Clarification on Existing Requirements for Other Taxpayers 

For individual taxpayers not part of a tax group, the Decision maintains the existing requirements. These taxpayers must maintain audited financial statements if: 

  • Their revenue exceeds AED 50 million, or 
  • They are claiming Qualifying Free Zone Person (QFZP) status. 

This reiteration helps ensure continued compliance for a wide range of business structures, particularly those operating within UAE Free Zones and claiming the 0% corporate tax rate. 

3. Additional Procedures for Free Zone Distribution Activities 

The UAE corporate tax update on audited financial statements hints at upcoming procedures tailored specifically for QFZPs engaged in distribution of goods or materials in or from a Designated zone. These activities are considered as Qualifying Activities under UAE Corporate Tax Law.

While details are yet to be released, businesses involved in importing and storing goods in or from a Designated zone in the UAE for resale should keep an eye out for this guidance, as it may affect both their tax status and reporting obligations. 

4. Revenue Threshold for Non-Resident Persons: UAE Nexus Clarified 

For non-resident entities, the UAE corporate tax update on audited financial statements makes an important clarification: only revenue derived through a UAE nexus or permanent establishment shall be taken into account when determining whether the AED 50 million threshold has been exceeded.  

Implications for Businesses Operating with the UAE Corporate Tax Update on Audited Financial Statements 

The issuance of Decision No. 84 of 2025 signals a more structured and detailed compliance landscape for corporate tax in the UAE. Businesses, especially those part of Tax Groups, must reassess their current financial reporting frameworks and engage with their tax advisors to ensure alignment with the new requirements. 

Taxpayers can expect further updates from the Ministry of Finance, especially regarding: 

  • Format and standards for special purpose FS 
  • Additional conditions for QFZPs, engaged in distribution activities.

UAE Corporate Tax Update on Audited Financial Statements: Next Steps for Taxpayers 

If your business falls into any of the categories outlined in the new UAE corporate tax update on audited financial statements, now is the time to: 

  • Review your financial reporting processes to ensure audit readiness. 
  • Assess whether your current audit scope meets the new special purpose requirements. 
  • Stay alert for upcoming guidance, especially for Free Zone entities and tax groups. 
  • Engage early with your advisors to plan for compliance in your 2025 financial year. 

As the UAE Corporate Tax Law continues to evolve, Ministerial Decision No. 84 of 2025 represents a move toward more rigorous, transparent, and standardized financial reporting. While the UAE corporate tax update on audited financial statements may pose additional compliance efforts for some taxpayers, it also underscores the country’s commitment to aligning with global best practices in tax administration. 

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Salary Benchmarking for Transfer Pricing in the UAE: A Guide for KMP Remuneration Compliance 

As the UAE continues its journey towards aligning with global tax standards, Transfer Pricing (TP) has become a key regulatory focus under the country’s Corporate Tax regime. Among the areas drawing the most attention from tax authorities is the remuneration of Key Management Personnel (KMP), especially when these individuals also happen to be shareholders, directors, or otherwise Connected Persons. 

With the Federal Tax Authority (FTA) and financial regulatory authorities actively assessing the fairness of such payments, it’s crucial for UAE businesses to ensure that any remuneration to these individuals is defensible, well-documented, and consistent with the Arm’s Length Principle (ALP). 

Let’s unpack what this means for your business, explore salary benchmarking for transfer pricing, and highlight common pitfalls to avoid. 

What Is Transfer Pricing (TP)? 

Transfer Pricing is a tax concept that governs the pricing of transactions between Related Parties or Connected Persons, that is, people or entities with a relationship that could influence the terms of the transaction. These transactions must be priced as if they were carried out by independent parties under comparable conditions known as the Arm’s Length Principle. 

Why It Matters: 

The goal is to prevent companies from manipulating prices to shift profits to jurisdictions with lower or zero tax and ensure fair taxation in each country where they operate. 

In the UAE, TP is governed by Article 34 of the Corporate Tax Law and is further supplemented by OECD-aligned guidelines. 

To know more on transfer pricing, click here. 

Controlled Transactions: The Trigger Point 

TP rules apply to any controlled transaction between a taxable entity and its related or connected parties. These can include: 

  • Sale or purchase of goods or services 
  • Provision of loans, guarantees, or financial support 
  • Use of intellectual property, trademarks, or managerial expertise 
  • Director or partner remuneration and benefits 

Even domestic transactions between UAE entities (or individuals and entities) must comply if they involve connected persons. 

Who Are Connected Persons? 

The term “Connected Persons” under UAE law includes: 

A Connected Person includes: 

  1. Owners – Anyone who holds ownership in the business, such as shareholders or partners. 
  1. Directors or Officers – Individuals involved in managing the company or making executive decisions. 
  1. Related parties of the persons above  

Salary Benchmarking for Transfer Pricing: Why the Emphasis? 

Connected persons can influence how much they are paid or how profits are allocated. Without oversight, this opens doors for non-arm’s-length arrangements that reduce a business’s taxable income. 

KMP Remuneration: Why It Falls Under TP Scrutiny 

Key Management Personnel (KMP) are individuals who play a significant role in managing a company’s strategy and operations such as CEOs, CFOs, General Managers, and board members. 

The authorities may question whether the KMP remuneration is genuinely commercial or influenced by their ability to control the business. In such cases, salary benchmarking for transfer pricing becomes critical to demonstrate that the compensation aligns with the Arm’s Length Principle and reflects market-based rates. 

Key Requirements: 

  • Payment must be at arm’s length: Comparable to what a similar company would pay to a third party for similar services. 
  • Documented rationale is essential: Especially for mixed roles (e.g., a shareholder also acting as the managing director). 
  • Disclosure is mandatory: Relevant transactions must be reported in the TP Disclosure Form (wherever aggregate value exceeding AED 500,000) and backed by evidence. 

Why Benchmarking KMP Compensation Is Challenging? 

Compensating KMP is rarely straightforward. Their remuneration is often made up of: 

  • Fixed salary 
  • Performance-based bonuses 
  • Director fees 
  • Stock options 
  • Housing or travel allowances 
  • End-of-service benefits or incentives 

Each of these components may require salary benchmarking for transfer pricing. Further complexity arises when the individual wears multiple hats as both strategic decision-maker and operational manager. 

Salary Benchmarking for Transfer Pricing: Common Challenges Businesses Face 

  • Lack of UAE-Specific Data: Market salary surveys for senior roles in UAE-specific sectors may be hard to come by. 
  • Subjectivity in Role Assessment: Each KMP role is unique. Job titles don’t always reflect responsibilities. 
  • Closely-Held Companies: Director-shareholders often perform multiple roles, blurring the line between investment returns and executive compensation. 
  • FTA Review Sensitivity: Payments to connected persons may trigger audit reviews if not well-documented or appear excessive. 
  • Changing Regulations: As UAE TP guidance evolves, businesses must stay agile and update their compliance frameworks accordingly. 

Practical Steps to Stay Compliant 

Here’s how you can prepare and defend your KMP remuneration under the UAE transfer pricing regime: 

 1. Conduct a Functional Analysis (FAR) 

Map out the functions performed, assets used, and risks assumed by KMPs. This analysis forms the basis for justifying their remuneration. 

2. Use Third-Party Salary Benchmarks 

Compile data from reliable UAE or GCC-specific sources. Keep screenshots, citations, or research logs for documentation. 

3. Document Board Decisions and Contracts 

Maintain board meeting minutes, employment contracts, and bonus criteria to evidence the commercial basis of pay. 

4. Segregate Roles and Compensation 

If a shareholder is also a manager, break down their compensation into strategic vs. operational roles and only claim a deduction for whatever is warranted by the TP analysis. 

 5. Maintain a Transfer Pricing Policy 

Even if not legally required, a formal TP policy provides clarity and protects against scrutiny. 

6. Seek Professional Advice 

Engage TP specialists or advisors to guide complex benchmarking and handle documentation requirements like the TP Disclosure Form, Local File, and Master File (if applicable). 

Why It Pays to Get It Right 

By ensuring your KMP remuneration is well-structured and defensible, your business can: 

  • Avoid FTA penalties and disputes 
  • Ensure full tax deductibility of management expenses 
  • Build a stronger governance framework 
  • Boost investor confidence through transparency 
  • Align with global best practices 

Looking Ahead: The Strategic Takeaway for Salary Benchmarking for Transfer Pricing 

With increasing regulatory oversight, businesses must treat payments to directors and KMP with the same rigor as any third-party transaction. The cost of non-compliance is far greater than the effort required to put proper salary benchmarking for transfer pricing and documentation in place. 

Whether you’re a small family-run business or a multinational operating in the UAE, now is the time to reassess your KMP arrangements and bring them in line with Transfer Pricing expectations. 

How Can MS Help? 

At MS, we help UAE businesses tackle the complexities of employee and executive compensation with precision, compliance, and clarity. Whether you’re looking to benchmark salaries in line with UAE transfer pricing requirements, assess existing pay structures, or align your compensation strategy with both local regulations and global standards, our experts deliver data-driven, tailored solutions. 

From detailed salary benchmarking for transfer pricing reports to equity reviews and cross-border remuneration strategies, we ensure your approach to compensation is not only compliant and defensible—but also a powerful tool for performance, transparency, and long-term talent retention. 

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What Can the GCC Talent Strategy Teach the World About Beating the Talent Crunch? Find Out Here! 

There’s already a vanishing act in today’s workforce and it’s not an illusion. 

From finance to tech, healthcare to manufacturing, organizations across the globe are reporting the same problem: the talent they need most is the hardest to find. 

Welcome to the Talent Crunch and make no mistake, it’s already reshaping the future of work. 

But while many are still scrambling to understand it, forward-thinking regions and companies are already acting building ecosystems that not only attract talent but grow it sustainably. 

Let’s unpack what’s really happening, and why the GCC talent strategy is turning the region into a global talent innovation hub for solving the shortage 

Where Did the Talent Go? 

The world didn’t run out of people in the talent crunch, it just ran out of the right skills at the right time. 

In 2025, 74% of employers around the world are still struggling to find the skilled talent they need, according to ManpowerGroup’s Talent Shortage Survey. While this marks a slight improvement from the 77% reported in 2023, the highest figure in 17 years, it’s clear the talent crunch is far from over. 

That’s not a blip. That’s a breakdown. 

It’s happening across sectors: 

  • 76% of employers in the energy and utilities sector reported a talent shortage. 
  • Technology and IT? 76%. 
  • Financial services? 72%. 

The bottom line? Specialized, skilled talent is disappearing across the board. Click and dive in for a detailed read on the need for upskilling. 

GCC Talent Strategy: A Different Story Is Emerging Amid the Global Talent Crunch 

While the talent gap is global, some regions are rewriting the script entirely. 

The Gulf Cooperation Council (GCC) is not only competing in this talent race but setting its pace. 

Here’s how: 

1. The Middle East Is Outpacing Global Averages in Talent Development 

According to Coursera’s 2024 Global Skills Report, the Middle East and North Africa (MENA) region is actively preparing for digital transformation and aiming for leadership in global trade, driven by substantial government investments in technology infrastructure and logistics. This indicates a strong commitment to enhancing skills in business, technology, and data science within the region.   

This surge is backed by strong national programs. For example: 

  • Bahrain’s Labour Fund Tamkeen is enabling thousands of locals to enter advanced fields through upskilling incentives and career development programs. 
  • Saudi Arabia is partnering with global tech companies like IBM to train 100,000 young Saudis in AI, cybersecurity, and data analytics. 
  • The UAE’s Coders HQ initiative is building the region’s coding and software development pipeline at speed. 

The message is clear: with the GCC talent strategy, these countries aren’t waiting for talent but they’re building it. 

2. The GCC Is Tapping an Underutilized Powerhouse: Women 

Globally, women remain underrepresented in STEM but in the Gulf, a shift is underway. 

  • Bahraini women are more digitally skilled than the global average, and they account for 67% of government sector employment, many in leadership roles. 
  • In the UAE, women comprise 61% of university graduates, with high representation in science, tech, and business degrees. 

By unlocking the full potential of their female workforce, the countries in the region are future-proofing their economies with the upgraded GCC talent strategy. 

3. Talent Attraction Is Now National Policy 

GCC countries aren’t leaving talent strategy to chance. 

They’re building national frameworks, visa reforms, and regulatory sandboxes designed to attract the world’s top minds. 

Think of: 

  • The UAE’s Golden Visa and fast-track talent licensing. 
  • Saudi Arabia’s Vision 2030, which places digital talent and innovation at the centre of economic transformation. 
  • Qatar’s National Vision 2030, which highlights knowledge economy and human capital development as key growth pillars. 

The result? Amid the global talent crunch, the Gulf is emerging as a top destination for highly skilled professionals driven by a bold and strategic GCC talent strategy focused on opportunity, innovation, and global influence. 

Talent Crunch and GCC Talent Strategy: What Can Companies Learn? 

This isn’t just a regional success story. It’s success formula for organizations everywhere struggling to find and retain talent: 

  • Shift from hiring to developing. Internal mobility, mentorship, and upskilling are their survival strategies. 
  • Invest in equity, not just access. Inclusive hiring, flexible work models, and leadership development for underrepresented groups will unlock new pools of talent. 
  • Build partnerships, not just pipelines. Collaborate with governments, universities, and accelerators to co-create the future workforce. 
  • Design globally, act locally. Attracting international talent is critical but so is investing in local capability and loyalty. 

The talent crunch is real. But so is the opportunity with GCC Talent Strategy 

The world is changing faster than we can train for it. 

But in that urgency lies a competitive edge for those bold enough to rethink the way they source, grow, and empower their people. 

The GCC talent strategy shows us that the best way to close the talent gap isn’t to chase what’s missing but to build what’s next. 

Elevate Your Boardroom. Empower Your Future 

At MS, our Executive Search solutions are designed to connect visionary companies with exceptional leadership talent across the UAE and wider Gulf region. With a deep understanding of regulated environments like DIFC and ADGM, we specialize in sourcing senior professionals for critical roles such as Senior Executive Officers (SEOs), Money Laundering Reporting Officers (MLROs), and Finance Officers (FOs). Our bespoke approach blends market intelligence, regulatory insight, and cultural alignment to ensure every placement supports strategic growth and long-term success. Whether you’re building a leadership team for a new venture or strengthening your governance framework, MS delivers executive talent that drives transformation. 

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Your Last Move Should Be the Smartest! Start with Business Valuation for Exit Strategy! 

You built your business with vision, sweat, and grit. But at some point, every founder faces the big question: What’s next? Whether it’s retirement, a new venture, or capitalizing on years of growth, planning your exit is a strategy. 

And like any good strategy, it starts with clarity. Clarity about where your business stands today, how it’s perceived in the market, and what it could be worth to the right buyer. This is where business valuation for exit strategy comes in; not just as a number, but as a tool to shape your next move. Done right, it gives you the confidence to exit on your terms, with your legacy intact and your future wide open. 

Business Valuation for Exit Strategy: The Key to a Well-Planned and Profitable Exit 

Business valuation for an exit strategy is the ultimate clarity check. It tells you: 

  • What is your business really worth in today’s market? 
  • How do you stack up against competitors? 
  • How long you need to wait for being eligible to exit? 
  • Is there a restructuring needed to prepare for an exit? 
  • What levers can be pulled to drive your value higher? 

This insight empowers you to: 

  • Attract investors and strategic partners 
  • Negotiate from a position of strength 
  • Choose the right exit route- be it IPO, private placement, or succession 
  • Plan the next endeavor which needs your mobilized funds 

The Step-by-Step Path to Business Valuation for Exit Strategy 

1. Start With ‘Why’ 

Ask: What’s the purpose behind your business valuation for exit strategy? Is it for a full exit, partial sell-off, succession planning, or strategic growth? The why defines the how. 

2. Gather Financial Data 

Pull together your business’s financial story- clean, accurate, and complete. Think income statements, balance sheets, cash flow reports, and tax returns. Numbers talk, but only if they’re reliable. 

3. Choose the Right Method for Business Valuation for Exit Strategy 

  • Asset-Based Approach 

Calculates net asset value (Assets – Liabilities). Best for asset-heavy businesses. 

  • Market Approach 

Compare your business to similar ones sold recently. Works well if there are strong industry benchmarks. 

  • Income Approach 

Projects future earnings and discounts them to today’s value. Ideal for businesses with predictable cash flows. 

4. Make Strategic Financial Adjustments 

Normalize earnings. Remove one-time costs. Account for seasonal variations. Clean books = confident buyers. 

5. Factor In Intangibles 

Don’t forget what doesn’t show up on balance sheets: 

  • Customer loyalty 
  • Brand equity 
  • Proprietary tech 
  • Goodwill 

These intangibles can tip the scales in a business valuation for exit strategy. 

6. Finalize and Strategize 

With everything assessed, your valuation becomes the narrative of your business’s potential. 

What Shapes the Final Business Valuation for Exit Strategy? 

Market Conditions 

Are you in a booming sector or facing market headwinds? Supply-demand trends, economic outlook, and investor appetite matter. 

Financial Performance 

Revenue trends, margins, cash flow, and projections. Buyers want steady, scalable numbers and proof you can weather storms. 

Business Model 

Do you have a replicable, scalable model? Competitive advantage? Loyal customer base? These make you a hot commodity. 

Growth Potential 

Are you just getting started, or already peaking? Buyers pay premiums for businesses that still have room to run. 

Exit Options 

How are you planning to exit? Private placement? IPO? Management buyout? Each Path comes with a timeline, eligibility factors and valuation nuances. 

Your Exit Deserves Strategy, Not Spontaneity 

Exiting a business is not the end but a pivotal transition. Whether you envision passing the baton, cashing out, or scaling through new investors, a well-executed valuation is the compass that keeps your exit aligned with your long-term goals. 

Business valuation for exit strategy gives clarity, confidence, and control. It helps you understand where you stand in the market, how to position your business for the best deal, and when to make your move. 

In a market that rewards preparation, a sound valuation transforms your exit from a leap of faith into a calculated, successful next chapter. 

Unlock the True Worth of Your Business with MS 

At MS, we specialize in helping business owners make informed and rewarding exits by uncovering the true value of their companies. Our experienced valuation and advisory team support you throughout the entire exit journey—from selecting the right valuation approach and analyzing financial and intangible assets to identifying the most strategic exit options, whether it’s a sale, merger, or IPO. With a deep understanding of the regional market and a commitment to precision, MS ensures you’re not just exiting but stepping into your next chapter with confidence and clarity. 

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How Salary Benchmarking in the UAE is Shaping Talent Strategy? Read Now! 

It’s a wild time in the world of talent acquisition. The script has flipped, and employees are no longer just applying for jobs; they’re evaluating you as much as you’re evaluating them. And when compensation becomes the deciding factor, being off the mark is expensive. 

Why Compensation Is No Longer a Backend Issue? 

Once considered a backend HR function, compensation has moved front and center in the talent conversation. Today, the question isn’t just “Are we paying enough?” but also: 

  • Are we paying competitively in this city? 
  • Are we offering enough to retain someone who just got three offers abroad? 
  • Can we explain how we landed on this number if challenged? 

These are no longer luxury questions. They’re essential. Because the war for talent isn’t cooling down any time soon, especially not in a evolving market like the UAE. 

The UAE Labor Market in 2025: Fast, Fierce, and Fluid 

If you’re hiring in the UAE, you already know: that the market has changed. 

With new entrants, global talent mobility, and region-specific policy shifts, employee expectations have grown. So have salaries. Strategic roles across tech, healthcare, finance, and logistics have seen compensation packages climb—sometimes quietly, sometimes dramatically. 

But if you’re not benchmarking salaries, you’re playing catch-up. 

What Exactly Is Salary Benchmarking in the UAE? 

At its core, salary benchmarking in the UAE means understanding what others are paying for similar roles in your market and using that information to shape your own compensation decisions. It goes beyond simple averages, but it digs into: 

  • Industry trends 
  • Job level and responsibilities 
  • Geographic location 
  • Company size 
  • Skill demand and scarcity 

Why Smart Companies Follow Salary Benchmarking in the UAE and Others Bleed Talent? 

Salary benchmarking isn’t just for big enterprises. Every company, be it startups, SMEs, multinationals, stands to gain. Here’s how: 

1. You Keep Top Talent from Jumping Ship 

In today’s competitive market, employees don’t need to “look” for better pay, it finds them. Salary benchmarking in the UAE helps you proactively spot and close pay gaps before someone else does. 

2. You Stay on the Right Side of the Law 

UAE labor regulations around fair compensation are evolving. Salary benchmarking in the UAE ensures compliance and protects you from costly penalties. 

3. You Build a Reputation as a Fair Employer 

In a transparent world, reputation matters. Pay fairly, and word gets around. Benchmarking supports employer branding by showing you take compensation seriously. 

4. You Budget Smarter 

Knowing the true cost of talent helps you plan headcount, avoid overpayment, and still remain competitive where it matters. 

What’s Driving Salary Differences in the UAE? 

The salary isn’t static. It’s shaped by a mix of economic, social, and structural factors. Here’s what’s influencing salary ranges in 2025: 

  • Supply and demand: Niche skills (think cybersecurity or AI) command premium pay. Basic roles with an abundant talent pool? Not so much. 
  • Economic strength: The UAE’s robust economy allows many sectors to stretch compensation. But not all industries grow equally. 
  • Company profile: Large firms and MNCs tend to offer higher pay due to deeper pockets. Smaller firms? They may compete with flexibility or benefits instead. 
  • Regulations: From minimum wage mandates to sector-specific rules, government policies continue to shape pay bands. 

So… When Should You Benchmark? 

Honestly? Yesterday. 

But if you’re seeing any of the below, it’s time to act now: 

  • High employee turnover in key roles 
  • Offers rejected due to “low pay” 
  • Industry chatter about salary shifts 
  • Mergers, restructuring, or entering new markets 
  • Year-end compensation planning 

Where HR Meets Tax: The Overlap Between Salary Benchmarking in the UAE and Transfer Pricing 

Salary benchmarking and transfer pricing intersect when multinational companies allocate employee costs across jurisdictions or engage in intercompany secondments. In such cases, salaries must align with arm’s-length standards to meet transfer pricing compliance. Salary benchmarking in the UAE ensures that compensation reflects fair market value, helping justify intercompany charges and avoid regulatory scrutiny especially crucial in the nation, where OECD-aligned rules are tightening. 

How Can MS Help? 

At MS, we support UAE businesses in tackling the complexities of employee compensation with precision and insight. Whether you’re looking to salary benchmarking in the UAE, review pay structures or align your compensation strategy with local and international standards, our experts deliver tailored, data-driven solutions. From comprehensive benchmarking reports to equity audits and cross-border strategy development, we ensure your compensation approach is fully compliant, future-ready, and a true lever for talent retention