Where your equity sits decides what you can do next.
Trellis designs the whole stack: the offshore holding company your investors and your exit sit in, the UAE operating entity your business runs from, and the Nigerian compliance layer that holds it up. Drawn correctly at the start, before it costs real money to redraw.
The wrong structure loses rounds, blocks banking, or gets expensive at exit.
Most cross-border structures are chosen before anyone has asked what the structure actually has to do. A founder incorporates in Delaware for perception, then closes a round that was never US-led. A trading business buys the free zone licence it found online, then discovers it cannot invoice the UAE customers it set the company up to serve. A company builds offshore and leaves the Nigerian entity underneath it uncompliant, so the first serious diligence exercise stalls on statutory registers nobody kept.
Structure is cheap to get right at the outset and expensive to fix later. Flips, continuations, re-domiciliations and zone migrations cost real money and stall live deals. We get the architecture right first, so diligence is a formality rather than a fire drill.
The reflex Delaware C-Corp
A Nigerian founder incorporates in Delaware because "that's what startups do." The round closes with European and African investors. No US lead, no US accelerator. The founder is now permanently inside the US tax net, facing full 30% withholding on future dividends (Nigeria has no US income tax treaty) and an expensive, punitive path out. None of it was necessary. All of it was avoidable at incorporation.
Your holding company and your operating company are two different companies. Most founders build one.
Where your equity sits and where your business runs are separate questions with separate answers. Conflating them is the most common structuring error we see. Underneath both sits a third thing almost nobody budgets for: the compliance layer in the country where you actually operate.
Where your equity sits
Optimised for investor acceptance, tax neutrality, and legal certainty.
- Investors and the cap table
- SAFEs, term sheets, share classes
- Founder and ESOP equity
- The eventual exit or listing
Where your business runs
Optimised for hiring, visas, payroll, and operational banking.
- Your team and their residency visas
- Payroll and employment contracts
- The operating bank account
- Licences and physical presence
Statutory registers, tax filings, data protection, employment and AML in the country where the business trades. It is the part diligence actually examines, and a clean holding company on top of an uncompliant local entity is not a clean structure. It is the same problem, one floor down.
Two entities, one foundation. Trellis designs all three, and how they fit together.
Two layers. Designed together, priced separately.
Where your equity sits and where your business operates are different questions with different answers, different currencies, and different timelines. We build both, and the join between them.
The holding layer
The entity that holds your equity, faces your investors, and carries your exit. Optimised for acceptance, tax neutrality and legal certainty, and kept deliberately clean.
Holding company structuring and formation
Matching the holding jurisdiction to what the structure actually has to do: your stage, your lead investor's geography, your sector, and where the value will eventually be realised.
- Jurisdiction assessment and written structuring memo
- Formation across BVI, Cayman, Delaware, Mauritius, DIFC and ADGM
- Migrations, continuations and conversions when the structure has to grow up
- Trust and foundation layers where ownership needs to sit outside the founder's estate
- Regulatory licensing strategy: keeping the licence in the operating entity, never in the topco
- Ongoing offshore compliance: substance, beneficial ownership filings, annual returns
The operating layer
The entities that actually trade, hire, invoice and bank. Optimised for operations, not for investors. Most groups need one lane; a Nigerian business expanding internationally usually needs both.
UAE operating base
A licensed, bankable UAE entity built around what you are trying to unlock, whether that is expansion, contracting, invoicing, residency or a regional trading base. Delivered end to end with our licensed UAE partners, with Trellis client-facing throughout.
- Jurisdiction selection across mainland and the free zones, based on activity and banking
- Incorporation, licensing and activity scoping
- Residence visas for founders, dependants and team
- Corporate bank account preparation and submission
- Corporate tax registration, economic substance and UBO filings
- Annual renewal and ongoing compliance
Nigerian compliance infrastructure
The layer underneath. Governance, tax, data protection, employment and AML built as a system rather than assembled under audit pressure. Productised, with published prices.
- Compliance Health Check: a full diagnostic and risk score
- Corporate governance: statutory registers, minute book, CAC filings
- NDPA 2023 data protection readiness
- AML and KYC programmes for regulated entities
- HR and employment documentation
- Tax remediation support and a compliance calendar
Advice first. Then execution you never have to manage.
This is how a structuring engagement runs. The Nigerian compliance products start with the Health Check instead, and the prices are published below.
Structuring consult
Thirty minutes on your round, your investors, and your team plan. We map what the structure has to do before deciding what it should be.
Structuring memo
A written recommendation covering jurisdiction, entity type, and the reasoning, specific to your deal size, investor geography, and sector. Yours to share with counsel and your cap table.
Entity setup
We run the incorporation, filings and registered-agent workstream end to end, through our own network of registered agents and, in the UAE, licensed formation partners. You sign what needs signing; the plumbing stays invisible.
Ongoing compliance
Substance requirements, beneficial-ownership filings, annual returns. The obligations founders rarely budget for, kept clean so diligence never surprises you.
The compliance layer, with the price on the tin.
Nigerian regulators are enforcing what they used to only publish. Most companies discover the gap during a bank audit, a data protection query, or the first serious round of investor diligence. This is the layer that stops that, and unlike the offshore work, it has a fixed price you can see before you call us.
Prices are fixed for the scope described and payable to begin. Each module builds the policies, procedures, registers and documentation your company needs. Operating the system after handover, filing ongoing returns, and responding to regulators or data subjects as matters arise is the company's responsibility, not ours. Government filing fees, notary costs and external auditor fees remain the client's responsibility and are charged at cost. Modules are scoped after the Health Check, because pricing a remediation before diagnosing it is guesswork. Where a matter requires regulatory representation or contentious work, we refer it to specialist counsel.
Why this sits beside the offshore work
An offshore holding company does not remove a single Nigerian obligation. Licensed activity in Nigeria still needs a Nigerian licence in a Nigerian entity, and the operating company underneath your structure is the one the regulator, the bank and the acquirer will actually examine. A clean topco above an uncompliant OpCo is not a clean structure. It is a structure with the problem moved one level down.
The jurisdictions we work in, and what each is for.
The seed-stage default. Fast, universally accepted, and light on local substance for pure equity holding, though where the company is actually run now matters for Nigerian tax.
The institutional standard. Series B and beyond, fund-familiar documents, IPO-ready.
When a US accelerator or lead demands it. Chosen knowingly, with the tax consequences priced in.
Deep familiarity with pan-African funds and DFIs, and a substance-real alternative to the Caribbean. Treaty positions are checked corridor by corridor, never assumed.
Gulf capital's home address. Prescribed Companies, foundations, and DFSA proximity.
Direct English common law. SPV and foundation stacks; the region's digital-asset lead.
The lean team base in Dubai. Cost-led and fast, for founder-plus-small-pod setups.
IFZA's closest alternative. Central Dubai address, integrated payment options.
Built for headcount and trade. Stronger banking relationships; scales past the smaller zones' visa ceilings.
For fintechs on a licensing path, inside the DFSA's ecosystem from day one.
Cost-efficient for trading, light industrial and warehousing, away from Dubai pricing.
Where customers are physically in the UAE. Retail, hospitality, services and any activity a free zone licence cannot reach.
Named above are the jurisdictions we most often recommend and have direct experience delivering. Our coverage extends to mainland licensing across the Emirates and to the wider free zone landscape. Which one we recommend follows from your activity, your banking requirement, your substance position and your visa plan, not from package price.
The compliance layer underneath: CAC, FIRS, NDPA, SCUML and the sector regulator. The entity a bank, an acquirer or a lead investor's counsel will actually examine, and the one this firm builds infrastructure for at a fixed, published price.
We will tell you the jurisdiction you found online is the wrong one.
There are dozens of jurisdictions competing for your incorporation fee, and the marketing does not distinguish between the ones that will work for your business and the ones that will not. Not every option is as operationally practical, as bankable, or as suitable as it looks on a comparison page.
We assess before we recommend
Your activity, your operating model, your banking requirement, your tax position, your residency needs and where you expect to be in three years. The recommendation follows from those. It does not follow from which package we happen to sell.
We will say no
Where we see a material operational or compliance risk in what a client has asked for, we explain it and recommend the better structure. Sometimes that costs us the incorporation. A structure that cannot bank, cannot invoice its customers, or collapses at renewal costs us more.
We will tell you when it isn't us
Some work sits outside what we do. Contentious matters, tax representation and regulatory defence go to specialist counsel. A licence that turns on municipal approvals and premises goes to the specialists in that. We are still the right adviser for the ownership structure above it.
The objective is not to issue a licence. It is to build a structure that operates, banks, stays compliant, and does the thing you are paying for it to do.
A few questions. A directional starting point.
Tell it what you are actually trying to do, whether that is raising, expanding, holding assets or getting compliant, and it asks the questions that path needs. You get an educational first read, including the parts nobody selling incorporations tends to mention. Then book a consult to pressure-test it properly.
Founders raising, businesses expanding, families structuring.
Founders raising international capital
One decision at incorporation shapes your tax position, your diligence experience and your exit. We help you make it knowingly, before it is expensive to undo.
Established businesses expanding
Trading, distribution and service businesses that have outgrown a single-country structure and need a credible international base for contracting, invoicing and banking. This is where a UAE entity earns its cost, and where the wrong zone quietly fails.
Regulated fintechs
The point where structure meets regulation. Keeping the holding layer clean while the licensing strategy, Gulf or Nigerian, gets built underneath it, and keeping the AML programme defensible.
Private clients and family holdings
Holding assets, structuring investments, planning succession. Where the question is not how to raise but how to hold, and how ownership passes on. Trust and foundation work, with the limits of each stated plainly.
Accelerators, funds and DFIs: there is a separate section for portfolio-wide work.
What we're writing about.
Structuring mistakes, jurisdiction shifts, and the decisions people get one chance to make. Published on LinkedIn; the three below are where to start.
The reflex Delaware C-Corp, and the withholding-tax bill nobody mentioned
Why Nigerian founders keep incorporating into the US tax net for rounds that were never US-led, and what it costs to leave.
Read on LinkedIn → The ExplainerHoldCo vs OpCo: your startup is two companies, not one
Where your equity sits and where your team sits are different questions, and UAE free zones answer the second one better than any European route.
Read on LinkedIn → The Regulatory UpdateThe BVI's beneficial-ownership shift: what actually changes for African founders
The privacy pitch has narrowed. Here is why it rarely matters for founders raising institutional capital, and when it does.
Read on LinkedIn →Structuring support across your whole portfolio, not deal by deal.
One structuring mistake in a portfolio company surfaces at the worst possible moment: mid-diligence, mid-raise, or mid-exit. We work with the platforms that see these mistakes at scale, before they get expensive.
Cohort structuring support
Your companies incorporate correctly before demo day, and their first institutional round stops stalling on structure.
- Structuring workshop for each cohort, tailored to the batch
- Office hours during the program for company-specific questions
- Pre-demo-day structure review across the cohort
Portfolio structuring counsel
Clean topcos, honest Delaware decisions, and migration paths mapped before they become urgent, across the whole book.
- Portfolio structure audit: what each company has vs. what its next round needs
- Pre-term-sheet structuring reviews for new investments
- A standing resource your founders can call before they sign anything
Structures we've built.
Mauritius trust with a Dubai operating entity
A founder needed long-term ownership held outside the operating business and a credible base for regional trade. We structured a Mauritius trust over the holding layer with an IFZA operating company in Dubai, and ran the offshore KYC, licensing and formation workstream end to end.
Nigeria-to-Mauritius holding structure
A Nigerian operating company needed an investor-facing holding layer before raising. We built the Mauritius Global Business Company structure and sequenced the share allotment to manage the Nigerian capital gains exposure on transfer, coordinating CAC registration and Mauritius FSC licensing.
Compliance remediation under enforcement pressure
A revenue-generating Nigerian fintech was operating with no AML framework, no data protection documentation and no statutory registers, with a payment processor audit pending. We ran a full Health Check, scored the exposure, and built the governance, AML/KYC, NDPA and employment layers in parallel workstreams, with a compliance calendar handed over at the end.
Two founders. One does the advising, one makes it happen.
Samuel Oloke
Samuel is a Nigerian lawyer who works on where equity should sit and why. He advises founders and business owners on holding-company jurisdiction across BVI, Cayman, Delaware, Mauritius, DIFC and ADGM, and on the operating-entity question across the UAE, matching the structure to what it actually has to do rather than to what is fashionable.
He has designed and executed offshore holding structures end to end, including a Nigerian to Mauritius Global Business Company structure sequenced to manage capital gains exposure on the share transfer, alongside fintech regulatory and capital-raise advisory work. His job is translating dense offshore and tax questions into decisions people can act on. He is a Chartered Secretary (ICSAN) and an Associate of the Chartered Institute of Arbitrators.
Mide Alabi
Mide is a lawyer and compliance advisor focused on corporate services and data protection. He co-founded Trellis and runs two things a client is implicitly buying but rarely sees: the network of registered agents, corporate service providers and licensing partners in every jurisdiction Trellis works in, and the compliance function that keeps client structures clean once they exist, from substance requirements to beneficial-ownership filings to the annual obligations nobody budgets for.
His work is what lets Trellis move from advice to execution without the client managing the plumbing themselves. It is also the reason the firm can put its own name on delivery in the UAE.
Mide is a member of the Nigerian Bar Association (NBA), the Nigerian Gas Association, the Data Privacy Lawyers Association of Nigeria (DPLAN), and the Chartered Institute of Arbitrators UK (CIArb UK).
Asked on almost every first call.
Do I really need two companies?
My accelerator wants a Delaware C-Corp. Is that a problem?
Does an offshore holding company mean I avoid Nigerian regulation?
Can a UAE free zone company sell to customers in the UAE?
Will you guarantee me a UAE bank account?
Does a UAE residence visa give me access to the rest of the Middle East?
Is the UAE tax-free?
If I set up in Dubai, does my company stop being Nigerian?
Who actually does the UAE incorporation?
Do the compliance packages include ongoing management?
Which jurisdiction is cheapest?
Can you fix a structure that already exists?
What does the structuring advisor on this site actually give me?
Book a structuring consult.
Thirty minutes on what you are trying to do, the structure you have, and the structure you need. Come with the questions you have been carrying around. Leave with a plan.
Not raising. Not sure you need a structure at all. Just trying to get compliant before someone asks. Book anyway. Half of our best engagements start with that question.
The fastest route
Pick a time directly. We'll review your situation before the call so the thirty minutes count.
Book a consult