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Intercompany Agreement
I need an intercompany agreement to outline the terms of shared services and resource allocation between two subsidiaries, ensuring compliance with UAE regulations. The agreement should include provisions for cost-sharing, intellectual property rights, and a dispute resolution mechanism.
What is an Intercompany Agreement?
A Intercompany Agreement spells out how related companies within the same corporate group handle their business dealings with each other. Under UAE commercial law, these agreements are essential when parent companies, subsidiaries, or affiliates share resources, services, or conduct transactions together – from sharing staff and equipment to transferring funds and intellectual property.
These agreements protect both companies and satisfy UAE regulatory requirements, especially around transfer pricing and tax compliance. They're particularly important in UAE free zones, where companies must clearly document their relationships with mainland entities. A well-crafted agreement helps prevent disputes, ensures fair pricing between related entities, and demonstrates proper corporate governance to authorities.
When should you use an Intercompany Agreement?
Use an Intercompany Agreement anytime your UAE company shares resources or conducts business with affiliated entities. Common triggers include setting up shared services between parent and subsidiary companies, establishing transfer pricing arrangements, or managing cross-border transactions within your corporate group.
It's especially crucial to put an Intercompany Agreement in place before starting operations between UAE mainland and free zone entities, when launching joint ventures, or during corporate restructuring. The UAE tax authorities and regulatory bodies expect clear documentation of related-party transactions, making these agreements vital for maintaining compliance and protecting your corporate interests.
What are the different types of Intercompany Agreement?
- Intercompany Agreement Transfer Pricing: Establishes pricing methods for transactions between related UAE entities, ensuring tax compliance and fair market values.
- Intercompany Agreement For Services: Governs shared services like IT, HR, or accounting between group companies, detailing service levels and costs.
- Intercompany Revolving Loan Agreement: Structures ongoing lending arrangements between related companies, particularly useful for UAE free zone entities.
- Intercompany Settlement Agreement: Resolves financial obligations and balances between group entities.
- Intercompany Subordination Agreement: Prioritizes debt repayment order among affiliated companies, crucial for UAE corporate restructuring.
Who should typically use an Intercompany Agreement?
- Parent Companies: UAE-based holding companies that need to manage relationships with subsidiaries and document group-wide policies.
- Subsidiary Entities: Operating companies in UAE free zones or mainland that receive services, funding, or resources from related companies.
- Legal Counsel: In-house or external lawyers who draft and review agreements to ensure UAE regulatory compliance.
- Finance Directors: Oversee transfer pricing arrangements and ensure proper financial documentation between group entities.
- Tax Advisors: Guide companies on structuring compliant intercompany transactions under UAE tax laws.
- Company Auditors: Review and validate intercompany arrangements during annual audits and financial reporting.
How do you write an Intercompany Agreement?
- Company Details: Gather full legal names, trade licenses, and registration numbers of all UAE entities involved.
- Relationship Structure: Map out how the companies are connected and document ownership percentages.
- Service Scope: Define exactly what services, resources, or assets will be shared between entities.
- Pricing Method: Document how costs and fees will be calculated, ensuring UAE transfer pricing compliance.
- Payment Terms: Specify payment schedules, currencies, and banking details for intercompany transactions.
- Authority Check: Confirm signing authority levels and required approvals within each entity.
- Documentation: Collect board resolutions and supporting documents needed for UAE regulatory compliance.
What should be included in an Intercompany Agreement?
- Party Details: Full legal names, trade license numbers, and registered addresses of all UAE entities involved.
- Service Description: Clear outline of services, goods, or resources being exchanged between group companies.
- Pricing Terms: Detailed pricing methodology compliant with UAE transfer pricing regulations.
- Payment Provisions: Payment schedules, currencies, and settlement mechanisms.
- Duration & Termination: Agreement period, renewal terms, and termination conditions.
- Confidentiality: Protection of sensitive business information and trade secrets.
- Dispute Resolution: UAE court jurisdiction or arbitration procedures.
- Governing Law: Explicit reference to UAE law and applicable free zone regulations.
What's the difference between an Intercompany Agreement and a Consortium Agreement?
An Intercompany Agreement differs significantly from a Consortium Agreement in several key aspects. While both involve multiple entities working together, their purposes and structures are quite distinct under UAE law.
- Corporate Relationship: Intercompany Agreements govern transactions between related entities within the same corporate group, while Consortium Agreements connect independent companies for specific projects.
- Duration: Intercompany Agreements typically operate continuously for ongoing business operations, whereas Consortium Agreements usually last for a specific project timeframe.
- Regulatory Focus: Intercompany Agreements emphasize transfer pricing and group tax compliance under UAE law, while Consortium Agreements focus on risk sharing and joint venture operations.
- Control Structure: Intercompany Agreements reflect existing corporate hierarchies, but Consortium Agreements create new collaborative frameworks between independent entities.
- Resource Sharing: Intercompany Agreements manage internal resource allocation, while Consortium Agreements coordinate pooling of external resources for mutual benefit.
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