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Strategic Advisory — Investment Structuring — Step 03

The documents that
make the structure real.

A structure is a concept until it is documented. The constitutional documents, shareholder agreements, and intercompany arrangements are what give the structure legal force — and what protect you when something does not go as planned.

The Context
The documentation is not administrative. It is the structure itself.

We have reviewed structures that were correctly conceived but badly documented — where the articles of association did not reflect the agreed shareholder rights, where the management agreement did not establish the authority it was intended to create, where the intercompany loan was structured in a way that destroyed the tax benefit the holding company was formed to provide.

Documentation design is not a drafting exercise. It is a legal engineering exercise. Every document must work with every other document. The articles must reflect the shareholder agreement. The management structure must satisfy the substance requirements. The intercompany arrangements must be tax-consistent.

We draft the full documentation package as a single integrated set — reviewed for internal consistency before anything is executed.

What We Establish
The documentation package we design.
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    Articles of association
    The constitutional document governing the company.
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    Shareholder agreement
    Rights, obligations, and protections between shareholders.
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    Management agreement
    Authority, duties, and remuneration of directors.
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    Intercompany arrangements
    Loans, service agreements, and IP licences.
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    Banking resolutions
    Authorised signatories and account operating mandates.
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    Compliance file
    KYC, source of funds, and AML documentation package.
Key Dimensions
The six document types in every structure package.
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Articles of Association
The foundational constitutional document of the Cyprus company. We draft articles that reflect the agreed ownership structure, governance arrangements, and shareholder rights — not the standard default articles that take no account of your specific situation.
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Shareholder Agreement
The shareholder agreement governs the relationship between the investors in the company. It covers voting rights, reserved matters, transfer restrictions, drag-along and tag-along rights, exit mechanisms, and dispute resolution. It is the document that protects you when the relationship becomes difficult.
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Management & Director Structure
Cyprus holding companies require genuine substance — real directors with real authority conducting real board meetings in Cyprus. We design the management structure to satisfy both the Cyprus tax authority's substance requirements and the practical governance needs of the investment.
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Intercompany Arrangements
Where the Cyprus company has financial relationships with other group entities — intercompany loans, service agreements, IP licences, or management fee arrangements — these must be documented at arm's length and on commercially reasonable terms. We draft these arrangements as part of the package, not as an afterthought.
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Banking Documentation
Opening a Cyprus bank account requires a complete KYC and compliance file — corporate documents, beneficial ownership declaration, source of funds evidence, and a description of the business purpose. We prepare this file as part of the documentation package, timed to coincide with company registration.
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Regulatory Filings
Cyprus companies have statutory filing requirements — beneficial ownership registration, annual returns, and various regulatory notifications. We identify all applicable filings and include them in the implementation schedule from the outset.
The Output
What the documentation design produces.
01
A Complete Document Set
A full set of legal documents — articles, shareholder agreement, management structure, intercompany arrangements, and banking documentation — reviewed for internal consistency and ready for execution.
02
An Execution Schedule
A sequenced execution schedule showing which documents are signed in what order, which require notarisation or apostille, and which must be filed with which authority by what deadline.
03
A Compliance File
A complete KYC and AML compliance file for Cyprus banking — structured to satisfy the specific requirements of the target bank, prepared in parallel with the entity formation.
04
A Post-Formation Checklist
A checklist of all actions required after company formation — tax registrations, substance establishment, annual obligations, and ongoing compliance requirements — so nothing is missed in the first 90 days of the entity's existence.
“A structure that is not properly documented is not a structure. It is a plan.”
Y. Habari & Co. LLC — Investment Structuring
The Process
How the documentation design process works.
01
Drafting Brief
We prepare a drafting brief from the approved structure — listing every document required, the key provisions each must contain, and the dependencies between them.
02
First Draft
We deliver a first draft of the complete document set within ten working days of mandate confirmation. The draft is annotated to explain the key provisions and the choices made in each.
03
Review & Revision
You review the documents — alone or with other advisers. We address comments and revise until the package reflects the agreed position.
04
Execution & Filing
We manage the execution of every document — arranging notarisation where required, filing with the Registrar of Companies, and submitting to the relevant authorities — in the correct sequence.
Start Here
Ready to structure
your investment?

We respond within one business day. Consultations by phone, video, or in person at our Nicosia office.

Or email us at info (at) yhabarillc.com
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