Economic Substance Regulations (ESR) in the UAE
What is Economic Substance Regulations UAE?
On 30 April 2019, the government of the United Arab Emirates (UAE) issued Economic Substance Regulations (“the Regulations”) pursuant to the Ministers Resolution No. 31 of 2019. The UAE government then issued Ministerial Decision No. 215 of 2019 providing guidance on the application of the regulations on September 11, 2019. Information regarding Regulatory Authorities responsible for administering Relevant Activities was provided in Cabinet Resolution No. 58 of 2019 which was issued on September 4, 2019.
The Regulations require businesses registered in the UAE that conduct one or more “Relevant Activities” to demonstrate adequate and appropriate economic substance in the UAE relative to the activities they undertake. Businesses that are licensed by the relevant licensing authority to carry out a Relevant Activity within the UAE will be referred to as “Licensees” in the regulations.
The Regulations had been introduced by the UAE government to honor its commitment as a member of the OECD inclusive framework on Base Erosion and Profit Shifting (BEPS), and in response to an assessment of the UAE’s tax reporting framework by the European Union (“EU”) Code of Conduct Group on Business Taxation.
Assessment of whether a Business is conducting a Relevant Activity
The Regulations are applicable to registered businesses in the UAE, including the ones operating in a Free Zone or Financial Free Zone, that carry out any of the below listed Relevant Activities:
- Banking Businesses
- Distribution and Service Centre Businesses
- Headquarter Businesses
- Holding Company Businesses
- Insurance Businesses
- Intellectual Property Businesses
- Investment Fund Management Businesses
- Lease-Finance Businesses
- Shipping Businesses
The UAE registered businesses should use a ‘substance over form’ approach if they want to determine whether they undertake a Relevant Activity, and therefore are obliged to comply with the requirements of the Regulations. The said approach requires business entities to not only take into account the business activities mentioned on their registration certificate or commercial license but also to consider activities that were performed during the financial year.
It is not required for a business entity to actively be involved in any of the above-mentioned businesses for it to be considered as carrying on a Relevant Activity.
UAE registered businesses can conduct more than one Relevant Activity during the course of the same financial year. In such a situation the business entity would be required to showcase economic substance in relation to each Relevant Activity that has been undertaken during the financial year unless the other Relevant Activities are just being carried out to support a main Relevant Activity. In some situations, the ancillary Relevant Activities can be consolidated under the main Relevant Activity to avoid duplicate reporting.
Economic Substance Criteria
When a UAE registered business conducts a Relevant Activity determines whether the business entity is a Licensee and falls within the scope of the ESR.
A Licensee is subject to an Economic Substance Test and is required to demonstrate the following:
- the relevant business activity which the Licensee is conducting is being directed and managed within the UAE;
- the Core Income Generating Activities (CIGAs) are being carried out within the boundaries of the UAE; and
- Licensee has adequate premises, employees and expenditure in the UAE.
In addition to demonstrating economic substance, a Licensee is required to file an economic substance return for those financial years/periods in which it earned any gross income from a Relevant Activity.
Core Income Generating Activities (CIGAs)
One of the requirements, a Licensee should satisfy for demonstrating economic substance, is to undertake CIGAs with respect to its selected Relevant Activity/Activities in the UAE. The CIGAs can be defined as those activities that are of significant importance to the Licensee for generating gross income earned from its Relevant Activity.
The Guidance clarifies that all the CIGAs stated in the Regulations for each Relevant Activity does not represent the complete list of all CIGAs that can be undertaken with respect to each Relevant Activity. It is not mandatory for a Licensee to undertake all the CIGAs mentioned in the Regulations. A Licensee should only consider the activities which it uses to generate gross income and ensure that all its CIGAs are being performed within the boundaries of the UAE.
When a Licensee is required to make relevant business decisions regarding its CIGAs, it must ensure that majority of the persons responsible for making decisions on its behalf are present inside the boundaries of the UAE, when that decision is being made, in order for that decision to be considered as being made within the UAE.
Relevant Activities and their Core Income Generating Activities
We have listed down each relevant activity and their core-income generating activities in detail below:
1 – Banking Business
Banking business means a business of accepting or receiving deposits of money which can be withdrawn, or that are repayable on demand or after notice, by cheque or through other methods such as online transfer. Such deposits either in full or in part are used in:
- Making investments;
- Giving advances, loans, guarantees, overdrafts or similar facilities.
Entities engaged in Banking Business within the UAE would generally be licensed as a Commercial Bank or would be given an equivalent license that permits receiving deposits, by the relevant regulatory authority.
An entity that operates as part of a banking group and provides only advisory and similar services to the customers of the group would not be considered as conducting Banking Business.
In addition, UAE registered businesses that are involved in exchanging foreign currency and remitting money or businesses that act as financial intermediaries in purchase and sale of stocks and bonds, commodities, currencies and money market transactions, are not considered as conducting Banking Business by the Economic Substance Regulations UAE.
Licensees that are involved in a Banking Business may also perform lease or other financing activities as part of their normal business operations. The Regulations does not consider such Licensees as engaged in Lease-Finance Business or Separate Distribution Service Centre Business and therefore does not require them to separately demonstrate economic substance with regards to such ancillary Relevant Activities in order to prevent double reporting.
Core Income Generating Activities of a Banking Business
The Regulations specifies some of the Core Income Generating Activities for a Banking Business, which are as follows:
Raising Funds and Managing the Attributable Risk
In addition to receiving deposits from the public, funds can also be raised through issuing shares, bonds or going to money markets. The aim of risk management activities of a Banking Business is to ensure that its capital base or equity does not get eroded and to control costs associated with raising and then managing the raised funds.
Taking Hedging Positions
Making use of hedging to diversify the risk associated with existing investments. Licensee should ensure that it is able to demonstrate that related decisions and activities are being made in the UAE.
Providing credit, Loans, or Other Financial Services to Clients
A Banking Business is expected to make use of its customer deposits and other funds to invest or to lend it to others in return for interest.
Managing Capital and Reporting to Stakeholders
Managing capital/funds and reporting to investors or any other government institution/authority having functions related to regulation or supervision of such businesses. Licensee must perform and monitor its reporting activities and functions in the UAE.
2 – Distribution and Service Centre Businesses
A Distribution and Service Centre Business refers to two separate activities that have been grouped under the head of one Relevant Activity by the Regulations.
A Licensee is classified as carrying on a Distribution Business only if it is engaged in the purchase of raw materials or finished goods from a foreign group business entity and then distributes those purchased items to entities operating outside the UAE.
A Licensee is classified as carrying on Service Centre Business only if it provides consultancy, administration or other similar services to a foreign group entity and the services provided by the Licensee are being utilized by the foreign entity for aiding its business activities outside the UAE.
Licensees that only procure material/finished goods from or provide material/finished goods to third parties are not considered as carrying on a Distribution Business as per the Regulations. Similarly, businesses that provide services to third parties are not considered as conducting Service Centre Business in accordance with the ESR UAE.
Any entity that performs a business transaction, that meets the criteria of constituting a “Distribution and Service Centre Business” activity, would not be required to satisfy the Economic Substance Test if it can provide evidence that the transaction was not performed during the normal course of its business operations.
Licensees actively engaged in any other Relevant Activity may also purchase material/goods from, and/or provide services to a foreign entity as part of the normal course of their business operations. The Regulations does not consider such Licensees as undertaking Distribution and Service Centre Business in order to prevent Licensees from duplicate reporting.
Core Income Generating Activities of a Distribution and Service Centre Business
Some of the Core Income Generating Activities for a Distribution and Service Centre Business have been specified in the Regulations. The CIGAs related with the Distribution Business are as follows:
Transporting and Storing Raw Materials and Finished Goods
This activity is related to the movement and storage of materials and finished goods as well as managing the associated risks.
This activity includes setting and maintaining minimum stock levels, managing stock counts, using storage space efficiently and effectively, and ensuring safety measures are in place.
Taking and Processing Orders
This activity is the most important element of the entire fulfillment process whether electronic or manual.
The CIGA related with the Service Centre Business is as follows:
Consultancy or Administrative Services
This activity refers to providing consultancy or other administrative services to a foreign entity.
3 – Headquarters Businesses
A Licensee is considered as conducting Headquarters Business only if it provides services to other foreign group entities and as a result has done the following:
- Taken responsibility for the group’s overall success;
- Become responsible for the key/critical aspects behind the group’s overall performance.
For a registered UAE business to be seen and considered as having taken on the responsibility for a foreign group’s overall success or performance, the services provided by the UAE entity must include:
- the provision of top level management;
- the assumption or control of material risk on behalf of the group for its activities; or
- Providing substantive advice with regards to assumption or control of such material risks.
The position of Licensees in the corporate structure of a foreign group is not relevant when determining whether it is carrying on a Headquarters Business. A Licensee is not required to be the direct/ultimate parent of a foreign group entity for it to be classified as engaged in a Headquarters Business. For an entity to be considered as conducting a Headquarters Business depends entirely on the type of services it is providing to foreign group entities.
For entities engaged in Banking, Investment Fund Management, Insurance, Shipping, Lease-Finance, and Distribution and Service Centre Businesses, it may be a normal part of their business operations to provide headquarters services. In order to prevent duplicate reporting, the Regulations does not consider such Licensees as being engaged in a Headquarters Business.
Core Income Generating Activities of a Headquarters Business
The Core Income Generating Activities related to a Headquarters Business that have been mentioned in the Regulations are as follows:
Making Relevant and Significant Management Decisions
This activity refers to making business decisions that can have a significant impact on the functions and risks of foreign group entities. Examples of such decisions would include business decisions made with regards to material purchases and acquisitions, the group entities’ marketing techniques, business processes, product development, revenue streams, etc. For a business decision to be considered as being made in the UAE, the majority of the persons responsible for making those business decisions should be physically present within the boundaries of the UAE.
Incurring Expenditure on Behalf of the Foreign Group Companies
This activity involves the purchase of significant operating assets or rendering specific services on behalf of group entities.
Coordinating Activities of the Group Entities
This refers to the activity as per which the Licensee ensures that functions and activities such as HR, marketing, IT, accounts, tax, etc. are conducted in a manner that produces the best results for the entire group.
4 – Holding Company Business
A UAE registered entity is considered as a holding company only if:
- It acquires or holds equitable interests in another company; and
- It is not engaged in any other business activity.
Equitable interests include holding shares as well as any other instrument that provides the Licensee with an ownership interest in a company.
A Licensee who is just limited to activities related to conducting a holding company business would be subject to reduced Economic Substance requirements as per the Regulations.
Any registered business would not be considered as a holding company if it derives income from holding assets other than equitable interests or conducting other commercial activities.
Core Income Generating Activities of a Holding Company Business
The Core Income Generating Activities of a holding company are all those activities that are related to the acquisition of shares or other equitable interests in companies.
5 – Insurance Business
A Licensee is considered as carrying on an insurance business only if it is engaged in fulfilling insurance contracts, in both life and non-life sectors, including captive insurance and reinsurance contracts.
A UAE registered entity undertaking insurance business activities would be regulated by a relevant regulating authority. For example, all the onshore UAE business entities would be regulated by the UAE Insurance Authority.
In order to prevent duplicate reporting, the Regulations does not consider Licensees that provide captive insurance services as carrying on Distribution and Service Centre Business.
Insurance agents, brokers, and other UAE businesses that provide all those insurance functions/services that do not involve assuming some or all of the insured risk are not considered as carrying on Insurance Business.
Core Income Generating Activities of an Insurance Business
The Core Income Generating Activities related to an Insurance Business mentioned in the Regulations are as follows:
Predicting and Measuring Risks Associated with Insurance Contracts
This activity involves determining the likelihood of the occurrence of the insured event and likely costs and making sure that premiums charged justify the accepted risks.
Providing Insurance or Re-insurance Services
This activity involves a Licensee providing insurance or re-insurance services to clients to minimize their risks to a possible extent.
Providing underwriting insurance and reinsurance services. This activity involves evaluating and analyzing the risks associated with an insurance policy.
6 – Intellectual Property Business
A business operating in the UAE is considered as conducting an Intellectual Property Business if it has the capacity and ability to hold, exploit or derive income from Intellectual Property Assets.
An Intellectual Property (IP) is an intangible asset and examples of it include copyrights, patents, trademarks, creative ideas, technical knowledge, etc.
Most businesses in the UAE own Intellectual Property Assets (e.g. copyright, trademark, patent, etc.) but do not earn separately traceable gross income from such assets. UAE businesses having ownership of such Intellectual Property Assets would not be regarded as conducting an Intellectual Property Business.
If there is any indication that an entity has manipulated its income in order to avoid demonstration of economic substance with regards to Intellectual Property Business, for example, by disguising its royalty income as part of sales income, the relevant Regulatory Authority will take all the necessary steps to ensure that entity complies with all the mandatory requirements of the Regulations.
Core Income Generating Activities of an Intellectual Property Business
The CIGAs a Licensee should undertake in connection with carrying on an Intellectual Property Business depends on the nature of the IP Asset the Licensee holds and how it can use that asset to derive gross income.
Patents and Other Similar Assets
The CIGA, a Licensee should undertake if it holds a patent or other similar assets such as technical knowledge and copyrighted software, is Research and Development. This activity includes planning and documentation of new products, services, processes, prototyping, testing, and validation of improved or new technologies, addressing technological or scientific obstacles. In addition, the activity also includes applying research studies and other findings for introducing improved or even better new products, services, systems, processes, or technologies, etc.
Marketing Intangibles can be defined as those assets that help in exploiting a product or service and/or has a significant promotional value for the product/service concerned such as brands, trademarks, and customer relationships. The CIGA, a Licensee should undertake if it has Marketing Intangibles is marketing, branding, and distribution.
Branding and Marketing include artistic design, advertisement, seeking endorsements, developing customer loyalty, and consumer awareness.
The distribution includes the distribution of marketing intangibles using different platforms/mediums and methods. In addition, this activity also includes creating dealership networks and distribution channels to aid in the distribution of Marketing Intangibles.
High-Risk IP License
If an entity is undertaking Intellectual Property Business then it must also be considered that whether it falls within the scope of being regarded as a High-Risk IP Licensee. An entity carrying on an IP Business will be considered as a High-Risk IP Licensee only if it meets the following requirements:
- The Licensee has not created the IP asset it holds and uses for deriving gross income;
- The Licensee acquired the asset either from a group entity or in consideration for funding research and development by an entity situated outside the UAE; and
- The Licensee has the authority to license or sell the IP asset to one or more group entities or at least derives separately identifiable gross income (e.g. license fees, royalties, etc.) from a foreign group entity by exploiting the IP asset.
Any High-Risk IP Licensee just like other businesses undertaking any other Relevant Activity is required to satisfy Economic Substance Regulations Reporting requirements to avoid fines and penalties, by providing evidence supporting the claim that it has significant control over enhancement, development, exploitation, protection, and maintenance of the IP asset.
Such a Licensee is required to demonstrate that it has an adequate number of permanent employees that are residing and performing activities in the UAE in addition to providing the following information:
- A business plan that explains the reasons behind the Licensee holding the ownership of the IP asset in the UAE;
- Employee details including qualification, experience level, the status of the contract, and time duration of employment with the licensee;
In addition, the above-mentioned information would have to be presented in a manner so that it convinces the relevant regulating authority that the Licensee has adequate local staff passively holding IP assets whose creation and usage is a function of activities performed and decisions made outside of the jurisdiction.
7 – Investment Fund Management Business
An Investment Fund Management Business can be defined as a business that offers discretionary investment management services in connection with local or foreign investment funds. Some examples of discretionary investment management services are as follows:
- Making Investment;
- Divestment; and
- Making risk-related decisions
Businesses that are engaged in providing investment advisory, fund administration, and other similar fund management services are not regarded as carrying on an Investment Fund Management Business.
The investment fund itself is not regarded as an Investment Fund Management Business unless it is being managed by someone that is part of the same entity that owns that investment fund.
Where an Investment Fund has been structured as a partnership and has both an investment manager and a corporate general partner, only the fund manager would be subject to the requirements of the Regulations if the partner is not involved in business operations separate from its role as the Investment Fund’s general partner.
Core Income Generating Activities of an Investment Fund Management Business
Making decisions with regards to holding and selling of investments
This activity involves independent evaluation, consideration of numerous variables and finally making of investment and divestment decisions. A Licensee that is just executing decisions made by another entity with regards to holding and selling of investments without any consideration and independent evaluation would not be considered as performing this activity.
In order for this activity to be seen as being conducted in the UAE, the majority of the persons responsible for making divestment or investment decisions should be physically present within the boundaries of the UAE, at the time the said decisions are being made.
Identifying and Managing Risks
This activity involves identifying, quantifying, controlling, and monitoring risks associated with the investment fund’s operations and decisions. This activity is to be performed on a holistic basis.
Making Decisions Regarding Hedging Positions against Interest or Currency Fluctuations
This activity refers to determining whether it is in the best interests of an investment fund to go for hedging arrangements against interest or currency fluctuations. The investment manager is expected to carry out this activity using a holistic basis, taking into consideration the overall position of the fund.
Preparing Reports for any Investor or Government Authority having Functions related with the Regulating of such Businesses
In simple words, this activity requires the Licensee to take ultimate responsibility for making arrangements necessary for accurately conveying the position of the investment fund, to stakeholders and relevant government authorities, at any time.
8 – Lease-Finance Business
A Licensee is considered to be carrying a Lease-Finance Business if it offers financing or credit facilities to its clients for any consideration.
Offering credit or financing facilities includes giving loans, entering into finance lease arrangements in relation to assets except for land, providing credit through hire purchase agreements and other similar financing agreements. Any UAE business entity that makes loans or provides credit through similar arrangements to a foreign group entity for any consideration would also be considered as conducting a Lease-Finance Business.
Besides interest, consideration for a Lease-Finance Business would include initiation and processing charges, gains on the conversion of loan into the equity of the debtor, and fines/penalties on late payments.
When there is no intention to receive any consideration from the credit at the time it is provided then in such a scenario the business entity providing credit would not be regarded as conducting a Lease-Finance Business.
Investment in bonds, debt instruments, and other similar securities that trade on a regulated exchange, would not be considered as a Lease-Financing Business activity.
Business entities engaged in other Relevant Activities such as Banking, Investment Fund Management and Insurance may also be involved in financing or leasing activities as a normal part of their business operations. In order to prevent duplicate reporting, the Regulation does not consider such Licensees to be carrying on a Lease-Finance Business.
Core Income Generating Activities of a Lease-Finance Business
Agreeing on funding terms and conditions
This activity is related to the funding of the Licensee itself, and involves the Licensee agreeing on the following:
- Type of funding (e.g. ordinary shares, preference shares, debt, etc.)
- Quantum of funding
- The currency in which the funds will be provided
- The rate at which interest will be payable by the Licensee
Identifying and purchasing assets to be leased
This activity involves identifying suitable assets to acquire and then leasing them to either a third party or foreign group entity for an agreed time period, including negotiating the terms of the acquisition.
Setting/Agreeing terms and duration of any leasing or financing arrangement. This activity involves the Licensee/lender agreeing to the amount of leasing or financing be provided and other related terms and conditions.
Monitoring and Revising Agreements
This activity includes obtaining information about a lessee/borrower, testing compliance against covenant if there is any, extending the duration for a leasing or financing arrangement, changing other terms of a lease or financing arrangement, and ensuring all relevant information has been taken into consideration before making any decision regarding making amendments to the lease or financing agreements.
This refers to risk management in relation to debt collection, maintaining the condition of the leased assets (for leasing arrangements), and hedging arrangements.
9 – Shipping Business
For a business to be considered as carrying on a Shipping Business it must operate one or more ships in international traffic, for transporting cargo, passengers, or both.
The definition of a ship in the context of the Regulations does not include the following:
- Small vessels (i.e. tonnage not exceeding 10 tonnes)
- Vessels that are used for fishing
- Leisure vessels (e.g. private yachts and cruise ships)
The following activities will be regarded as a Shipping Business only if they are undertaken by a business entity that operates a ship(s) in international traffic:
- Rental on a charter basis of ships
- Sale of tickets
- Management of crew ships
The chartering of ships is not regarded as a shipping business if the entity that is responsible for chartering the ship does not operate it or any other ship.
Travel agencies will not be regarded as carrying on a Shipping Business just on the basis of selling tickets for international travel by ship. Entities that arrange for goods to be transported overseas by using sea are also not regarded as carrying on a Shipping Business unless they operate the ships themselves.
Core Income Generating Activities of a Shipping Business
The Regulations specifies some of the Core Income Generating Activities for a Shipping Business, which are as follows:
This activity could include recruiting, selecting, deploying, scheduling, training, and management of the crew deployed on the vessels including associated administration (i.e. payroll, tax, insurance, etc.) and logistics.
This activity involves taking responsibility for the decisions made with regard to the general maintenance of the ships.
Overseeing and Tracking Ships
This activity refers to overseeing and managing the logistical aspects of transportation of passengers and cargo overseas by ship.
Organizing and Overseeing Voyages
This refers to activities that determine the manner in which a ship is to be used, the nature and type of acceptable cargo and scheduling the delivery of such cargo, managing the logistical aspects, the routes to use, and ensuring that contingency arrangements are in place.
A business entity can outsource all its CIGAs as long as those activities are performed in the UAE. In other words, a registered business entity can use UAE based employees and physical assets of related entities or third parties to satisfy the Economic Substance requirements. However, a Licensee is still required to demonstrate control and oversight over its Relevant Activity in order to satisfy the “directing and managing” requirement of the Economic Substance Test.
A Licensee can outsource its CIGAs to third-party service providers or related entities as long as the Licensee retains the right to monitor and control the outsourced activities.
Reportable Financial Year
A Licensee is subject to the requirements of the Economic Substance Test from the date on which it starts conducting the Relevant Activity, or for financial periods commencing, on or after January 1, 2019 where Licensee was carrying out the Relevant Activity even before the date from which the Regulations become applicable in the UAE.
For example, if a UAE-based business has a financial year of January 1, 2019 to December 31, 2019 then its first assessable period in connection with the Economic Substance Regulations will be January 1, 2019 to December 31, 2019.
In case, the financial year of the UAE-based business is from April 1, 2019 to March 31, 2020 then the first assessable period for the UAE business would be from April 1, 2019 to March 31, 2020. There would be no need for the business entity to comply with Economic Substance Regulations for the financial period from January 1, 2019 to March 31, 2019.
Who is Exempt from Regulations?
UAE registered businesses that get an exemption from demonstrating economic substance are as follows:
- Businesses that are directly or indirectly owned by a UAE government (Emirate or Federal Level) or a government institution. The government ownership in registered UAE businesses must be at least 51% or more.
- Businesses that undertake a Relevant Activity but do not generate any income from it during a financial period are not required to file an Economic Substance Return for that specific financial period. However, such businesses are still required to notify the relevant regulating authority regarding whether it undertakes a Relevant Activity or not.
Notification and ESR Return Filing Regulations
All business entities operating within the UAE are required to notify their relevant regulating authority whether they undertake a Relevant Activity or not.
UAE registered businesses that engage in a Relevant Activity must satisfy all the economic substance requirements specified in the regulations and otherwise, and file an economic substance return with the same regulating authority within one year from the end of their financial year/period.
If a registered business falling within the scope of the Regulations does not undertake a Relevant Activity during a financial period then in such a scenario that business would not be required to notify and file an Economic Substance Return with the relevant regulating authority for that financial period.
Failure to comply with the Regulations by an eligible business entity will result in fines and penalties, potential suspension, non-renewal, or revocation of its registration.
Fines and Penalties for Non-Compliance
If a registered UAE business falling within the scope of ESR fails to notify the relevant regulating authority then the business entity would be required to bear the penalty of AED 10k to AED 50k.
If a business entity fails in providing complete or accurate information in the context of the Economic Substance Regulations Reporting then that business entity would be deemed as a failure in demonstrating Economic Substance in the UAE in addition to bearing a penalty falling in between AED 10K to AED 50K.
If a business entity fails in demonstrating sufficient Economic Substance in the UAE for a relevant financial year and if it is the business entity’s first failure then it would be charged a penalty between AED 10k to AED 50k. In addition, the information will be exchanged with a competent authority on the following:
- Parent company;
- Ultimate parent company; and
- Ultimate beneficial owner
If a business entity fails in demonstrating Economic Substance for a second consecutive year then the information will be exchanged as mentioned above in addition to the following:
- The entity would be charged a Penalty of AED 100k to AED 300k; and
- The commercial license would be withdrawn, suspended, or not renewed.
How Can We help?
If you still have not considered the impact the Economic Substance Regulations can have on your branch/company in the UAE and require any of the following:
- Assessment regarding whether you fall within the scope of the Regulations
- Assessment whether you are in a position to satisfy the Economic Substance Test
- Notification filing assistance
We at Push Digits Chartered Accountants have a team of highly qualified and experienced professionals that will help you in determining whether you are impacted by the Regulations and guide you regarding the actions that should be taken to ensure compliance with the Economic Substance Regulations.