Article 2.6.8 Corporate Groups and Holding Structures

(a) Recognition of Group Structures:

This Article recognises the legal and operational legitimacy of corporate groups, including holding companies, parent-subsidiary structures, and intra-group arrangements involving cross-border affiliates and special purpose vehicles. Any entity seeking legal personality, regulatory recognition, or the benefit of rights and protections under this Code shall be lawfully established and registered within the ICT. Foreign holding companies or affiliates may be recognised for purposes of disclosure, control mapping, or regulatory analysis but shall not enjoy legal status under ICT law unless separately registered.

(b) Separate Legal Personality and Corporate Veil:

Each legal entity within a corporate group shall retain its distinct legal personality and enjoy the protection of the corporate veil. The corporate veil may only be pierced or lifted where necessary to prevent:

(i) Fraud, dishonesty, or intentional deception;

(ii) Sham or artificial structures designed to circumvent obligations under this Code;

(iii) Abuse of legal personality in contravention of public interest or good faith dealings;

(iv) Circumvention of regulatory, tax, or financial reporting requirements.

(c) Intra-Group Transactions:

(i) Intra-group contracts, loans, guarantees, and asset transfers shall be recognised where they are:

(ii) Supported by documentation consistent with arm’s length principles;

(iii) Properly disclosed in each relevant entity’s records and filings; and

(iv) Not structured to avoid legal duties, tax obligations, or minority protections.

(v) The Operator, Companies Registrar or similar body established by the Operator may require consolidated filings or disclosures where such intra-group arrangements materially affect stakeholder interests or regulatory oversight.

(vi) No filing or disclosure obligation shall arise under this paragraph where the intra-group arrangement is de minimis, immaterial to financial position or control, and poses no regulatory or stakeholder risk, as determined by Operator guidelines.

(d) Consolidated Reporting Obligations:

(i) The Operator may, by further guidelines require the preparation and submission of consolidated financial statements, risk reports, or governance disclosures at the group level, where:

(ii) One or more entities in the group are classified as Public-Facing Entities under Article 2.6.7;

(iii) The group operates in regulated, high-risk, or systemic sectors;

(iv) The group receives significant ICT subsidies, incentives, or public-benefit recognitions; or

(v) Consolidated reporting is necessary to evaluate financial soundness, governance integrity, or systemic risk.

(vi) Preparation and submission of consolidated reports shall not affect the separate legal liability of constituent entities but shall assist in supervisory analysis, systemic risk review, and public interest disclosure.

(e) Group-Wide Compliance and Attestation:

Where consolidated reporting is required, a designated group compliance officer or authorised officer of the holding company shall:

(i) Attest to the completeness and accuracy of group-wide disclosures;

(ii) Maintain auditable records of intra-group relationships, financial flows, and beneficial ownership;

(iii) Ensure consistency with the reporting requirements of Articles 2.6.6 and 2.6.7.

(f) Minority and Stakeholder Protection in Group Structures:

In assessing the governance of group structures, the Operator or ICT Court may evaluate whether:

(i) Intra-group control arrangements unjustly prejudice minority shareholders or creditors;

(ii) Directors have complied with fiduciary duties owed to the subsidiary and not solely to the parent;

(iii) Conflicts of interest have been adequately disclosed and managed as provided in Article 2.6.6.

(g) Additional Provisions for Financial or Multinational Groups:

(i) The Operator may prescribe enhanced standards for groups that:

(ii) Operate licenced financial institutions, digital asset platforms, or systemic payment systems;

(iii) Have consolidated turnover exceeding USD 100 million;

(iv) Are subject to foreign prudential supervision or dual regulatory regimes.

(v) Such standards may address capital adequacy, intercompany risk exposure, related-party transaction ceilings, and liquidity reserves at the group level.

(h) Proportionality and Simplicity in Group Oversight:

Oversight of corporate groups shall be guided by the principles of proportionality, simplicity, and digital streamlining. Regulatory burdens imposed under this Article shall:

(i) Be tailored to the size, risk profile, and public exposure of the group;

(ii) Avoid duplication of reporting where accurate digital records are already accessible through ICT infrastructure;

(iii) Prioritise ex-post accountability and transparency over ex-ante bureaucracy;

(iv) Be minimised for SMEs, family-owned structures, or groups operating solely within the ICT without systemic exposure.

(i) Digital Registry Integration:

The Operator shall maintain a secure, machine-readable digital registry of recognised group structures, cross-holdings, and compliance attestations submitted under this Article. Such registry may:

(i) Be linked to each entity’s public digital corporate profile;

(ii) Support smart-contract-enabled audits or automated compliance reporting;

(iii) Enable secure third-party access by courts, creditors, or regulators under prescribed conditions.