Cross-Border Structures: Holding Companies, Investment Platforms, Funds and Treasury Arrangements -Tax, Treaty, Substance and Governance Considerations

Speaker

Angelo Chirulli
About The Speaker

Mr Angelo Chirulli is a senior UK and international tax adviser, Tax Partner and CEO of Vectigalis AC Tax Limited. He is an ICAEW Chartered Accountant (FCA/BFP), ADIT-qualified international tax specialist, Trust and Estate Practitioner (TEP), member of the International Fiscal Association and Italian Dottore Commercialista / CPA. He has more than 26 years of experience across international tax, corporate tax, personal tax, restructuring tax, transfer pricing, treaty analysis, private client and cross-border structuring.

Angelo lectures and presents for professional audiences, including MBL Seminars, Redcliffe Training and ADIT / CIOT-related international tax education. His recent and forthcoming training topics include double tax treaties, the Multilateral Instrument, beneficial ownership transparency, CFCs, corporate residence, cross-border corporate structuring, offshore governance, Pillar Two, transfer pricing and cross-border M&A.

Upcoming Event

Cross-Border Structures: Holding Companies, Investment Platforms, Funds and Treasury Arrangements -Tax, Treaty, Substance and Governance Considerations

  • 13th October, 2026
  • Online
  • 1.00pm to 4.00pm
  • Rs 18,000 (MQA Approved & HRDC Refundable up to 75%)
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Course Details
Course overview

The course will examine how cross-border structures should be designed, implemented, reviewed and documented in the current international tax environment. The emphasis will be on the interaction between legal form, commercial purpose, corporate tax residence, treaty entitlement, beneficial ownership, economic substance, governance, transfer pricing and documentary evidence.

Course Objectives
  • Identify the common uses of Mauritius companies, funds and investment platforms in cross-border structures.
  • Understand the key tax variables that determine whether a Mauritius structure is commercially and technically defensible.
  • Analyse treaty access, withholding tax, corporate residence, PE, beneficial ownership, transfer pricing and substance issues.
  • Assess the difference between a paper holding company and a properly governed investment or holding platform.
  • Understand the implications of investor jurisdiction rules, including CFC rules, anti-hybrid rules, anti-avoidance and Pillar Two awareness.
  • Review board governance, local functions, outsourced service providers and evidence of real decision-making.
  • Apply practical case study analysis to holding, fund, financing and regional service models.
Learning outcomes

By the end of the course, participants should be able to:

  • Evaluate whether a Mauritius entity has a credible commercial purpose within a wider cross-border structure.
  • Identify the principal tax risk points in holding, financing, investment platform, fund and service structures.
  • Explain how treaty access, beneficial ownership and substance interact in practice.
  • Recognise when management and control, POEM or foreign tax residence issues may arise.
  • Understand documentation required to support board governance, local decision-making and functional substance.
  • Assess high-level transfer pricing and intercompany agreement issues in cross-border Mauritius structures.
  • Apply a practical risk matrix to identify strong, moderate and weak structure features.
  • Recommend practical remediation steps to improve governance, evidence and operational alignment.
In particular, the training will consider four principal categories of cross-border arrangements:

Holding company structures

The commercial and tax role of intermediate and regional holding companies, including investment ownership, dividend flows, capital gains, acquisition financing, group reorganisations, treaty access and exit considerations.

Investment platforms

Structures used to aggregate investors, hold regional or international investments, manage capital flows, facilitate co-investment and support cross-border expansion.

Fund structures

The respective roles of funds, general partners, limited partners, investment managers, advisers and administrators, together with the associated residence, substance, governance and treaty considerations.

Treasury and financing arrangements

Intra-group lending, cash pooling, guarantees, debt capacity, interest deductibility, withholding tax, beneficial ownership, transfer pricing and control over financial risk.

The central practical theme will be that tax authorities increasingly examine the factual operation of a structure rather than relying solely on its legal documentation.

For example, if the evidence demonstrates that an overseas parent makes all substantive decisions, the local board merely approves standard or pre-prepared resolutions, and the local management company or legal advisers perform only administrative functions, there is a material risk that the tax authority may conclude that the entity is not the genuine decision-maker, does not exercise meaningful control over the relevant income or assets, or lacks sufficient economic substance.

The course will therefore help participants determine whether a structure is commercially credible, properly governed, appropriately resourced and capable of supporting the claimed tax and treaty treatment.

Course details

1. Opening and cross-border structuring framework

  • Commercial and tax purposes of cross-border structures
  • The post-BEPS international tax environment
  • Legal form versus factual and economic operation
  • Residence, source, treaty access, substance and transfer pricing

2. Holding company structures

  • Intermediate and regional holding companies
  • Dividend and capital gain considerations
  • Withholding tax and treaty access
  • Corporate residence and effective management
  • Beneficial ownership and conduit company risks
  • Principal Purpose Test analysis

3. Investment platforms

  • Investor aggregation and co-investment arrangements
  • Regional investment platforms Joint ventures and shareholder governance
  • Investment committees and delegated authority
  • Capital flows, distributions and management fees

4. Fund structures

  • Typical fund, general partner and limited partner arrangements
  • Role of the manager, investment adviser and administrator
  • Fund residence and management Investment committee governance
  • Treaty entitlement and investor-level considerations
  • Permanent establishment risk

5. Treasury and financing arrangements

  • Intra-group loans and cash pooling
  • Back-to-back financing Guarantees and credit support
  • Debt capacity and creditworthiness
  • Interest deductibility and withholding tax
  • Beneficial ownership of interest Transfer pricing of loans and guarantees

6. Treaty access, substance and governance

  • Treaty residence and entitlement to benefits
  • Beneficial ownership Principal Purpose
  • Test and anti-abuse provisions
  • Board authority and decision-making
  • Banking control and delegated authority
  • Employees, premises, systems and operational capability
  • Documentary and evidential requirements
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