Substance is a set of facts. Not a paragraph about them.

Who asks, and why now

Four kinds of review converge on the same evidence: a tax authority applying an economic substance test, a bank conducting periodic onboarding or a refresh, a licensing or free zone authority checking that the licence describes a real activity, and an immigration authority testing whether an investor or entrepreneur route is genuinely operated.

Each uses its own vocabulary and its own template. The underlying questions are nearly identical, which is why one well-built dossier usually serves all four with a small amount of adaptation.

What changed

Substance used to be argued. It is now tested against defined criteria: where the board meets and decides, whether qualified people are employed locally, what the company spends in the jurisdiction, whether the premises exist, and where the income-generating activity is actually performed.

Five tests, and the evidence each expects

• Direction and management. Named directors, meeting dates, minutes, agendas with substance, and a location that matches the record.
• Employees. Who, resident where, doing what, at what cost, paid by which entity.
• Premises. Address, agreement, cost, and enough of a description to show what happens there.
• Operating expenditure. A cost base in the jurisdiction, not an allocation percentage.
• Core activity. Which income-generating functions are performed locally, and where the rest is outsourced, to whom and on what terms.

Consistency is the test that catches people

Reviewers compare documents rather than reading them in isolation: board minutes dated when the directors were elsewhere, payroll in one entity and headcount in another, a claimed office absent from the expense ledger. Each inconsistency is more damaging than a missing document, because it suggests the record was constructed.

Recurring weaknesses

• A narrative of substance with no schedules behind it: no calendar, no payroll, no leases.
• Directors who are resident elsewhere, with no evidence of meetings taking place in the jurisdiction.
• Employees shown in an organisation chart but employed and paid by a related company.
• Costs allocated by a percentage with no basis, which a reviewer reads as a fiction with arithmetic.
• A dossier that contradicts the accounting records, the visa file or the licence application.
• Remediation promised for next year, which answers nothing about the period under review.

The pattern is consistent: the facts are usually weaker than the narrative, and the narrative was written first.

What cannot be documented

Where substance genuinely does not exist yet, the honest output is a remediation plan with dates and costs, not a more persuasive document. We would rather write that list and let you decide than hand over a file that fails its first cross-check.

The dossier

• Fact schedule per test: the claim, the evidence, the reference, the owner.
• Governance calendar built from the actual record: meetings, dates, attendees, decisions.
• Employee and cost schedules tied to payroll and to the ledger.
• Premises file: agreement, cost, description of use.
• Evaluation of the core activity split between what is performed locally and what is outsourced.
• Gap register with remediation options: local hires, real meetings, premises, governance cadence, each with cost and timing.
• Adaptations for the specific recipient, since banks and tax authorities read the same facts in different formats.

What we need from you

Corporate records, board materials, payroll and ledger detail, leases, and the previous submissions made to each authority. The last item matters: contradictions with earlier filings are the most expensive kind.

Map, evidence, remediate, report

First, which test applies and with what thresholds. Economic substance, tax residence, licensing and immigration ask related but not identical questions.

Then the evidence collection, which is usually where a company discovers that decisions were taken in calls rather than in minutes.

Then remediation, before the dossier is finalised, so the report describes the position you intend to defend rather than the one you happened to be in.

Then the dossier, and its adapted versions for each recipient.

Who does what

Legal and tax advisers own the characterisation: whether the company is resident, whether it meets a given test, what to file. We own the fact base, the evidence trail and the document that carries them.

Limits stated plainly

It does not create substance. It documents what exists, and where nothing exists it produces a costed plan rather than a claim.

It is not a tax opinion, and it does not determine residence or treaty position.

It does not guarantee a bank, an authority or a licensing body will be satisfied by it.

It does not replace the business logic that justifies the structure: for a new entity that sits in business plan for company registration.

Related work

Where the review concerns a residence route rather than a company, the same facts appear in a different frame: Golden Visa or European residence files.