GTL Summary:

Rules for Multi-parented MNE Groups formed through stapled structures or dual-listed arrangements, treating them as a single economic unit.

Document Type: ERS - Executive Regulations
Law: DMTT Law (Decree Law No. 11 of 2024)
Decision Number: executive-regulations-172-article-41
Year: 2024
Country: 🇧🇭 Bahrain
Official Name: Article 41 - Multi-parented Multinational Enterprise Groups
Last updated at: 2026-02-23 12:13:40 UTC

Chapter 5 - Restructuring and Holding Structures

Article 41 - Multi-parented Multinational Enterprise Groups

  1. A Multi-Parented Multinational Enterprise Group is formed when both of the following conditions are met:

    1. The Ultimate Parent Entities of two or more Groups have entered into an arrangement that is a Stapled Structure or a Dual-listed Arrangement.

    2. At least one Entity or Permanent Establishment of either Group is located in a jurisdiction different from other Entities of the Groups.

  2. A Stapled Structure is an arrangement entered into by two or more Ultimate Parent Entities of separate Groups, for which all of the following conditions apply:

    1. 50% or more of the Ownership Interests in the Ultimate Parent Entities of the separate Groups meet both of the following conditions:

      1. The Ownership Interests are combined with each other by reason of form of ownership, restrictions on transfer, or other terms or conditions, and cannot be transferred or traded independently.

      2. The Ownership Interests are quoted at a single price if they are listed on a securities exchange.

    2. One of those Ultimate Parent Entities prepares Consolidated Financial Statements in which the assets, liabilities, income, expenses and cash flows of all the Entities of the Groups are presented together as those of a single economic unit and that are required by a regulatory regime to be audited by an external independent auditor.

  3. A Dual-listed Arrangement is an arrangement entered into by two or more Ultimate Parent Entities of separate Groups, for which all of the following conditions apply:

    1. The Ultimate Parent Entities agree to combine their business solely by way of contract rather than merging such business under the ownership and control of a single Entity.

    2. The Ultimate Parent Entities make distributions to their shareholders based on a fixed ratio and pursuant to contractual arrangements.

    3. The activities of the Ultimate Parent Entities are managed collectively as a single economic unit under contractual arrangements while retaining the separate legal personality of each Ultimate Parent Entity.

    4. The Ownership Interests in the Ultimate Parent Entities that comprise the contract described in Clause 1 of this Paragraph are quoted, traded or transferred independently in different capital markets.

    5. The Ultimate Parent Entities prepare Consolidated Financial Statements in which the assets, liabilities, income, expenses and cash flows of all the Entities of the Groups are presented together as those of a single economic unit and that are required by a regulatory regime to be audited by an external independent auditor.

  4. The Entities and Constituent Entities of a Multi-parented Multinational Enterprise Group shall be treated as members of a single Multinational Enterprise Group.

  5. An Entity, other than an Excluded Entity, shall be treated as a Constituent Entity of the Multi-parented Multinational Enterprise Group if it is consolidated on a line-by-line basis by an Ultimate Parent Entity of a Multi-Parented MNE Group or its Controlling Interests are held by other Entities being members of the Multi-Parented MNE Group.

  6. The Consolidated Financial Statements of the Multi-Parented MNE Group shall be the combined Consolidated Financial Statements referenced in Paragraphs D and E of this Article, prepared under an Acceptable Financial Accounting Standard.

  7. The Ultimate Parent Entities of the separate Groups that form a Multi-parented Multinational Enterprise Group shall be the Ultimate Parent Entities of that Multi-parented Multinational Enterprise Group.

  8. The Filing Constituent Entity of a Multi-parented Multinational Enterprise Group shall submit a single Tax Return, as stipulated in Article 66 of these Regulations, of each group forming a Multi-parented Multinational Enterprise Group that meets the Revenue Test.

  9. For the purposes of applying the provisions of the Law and these Regulations on Multi-parented Multinational Enterprise Groups, all of the following shall be considered:

    1. References to an Ultimate Parent Entity shall apply as if they were references to multiple Ultimate Parent Entities.

    2. Reference to the accounting standard of an Ultimate Parent Entity shall apply as if they were references to the accounting standard which has been used by the Multi-parented Multinational Enterprise Group to prepare its combined Consolidated Financial Statements.

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