DIFC Prescribed Company Regime 2026: Eligibility, Uses, Costs and Requirements
A DIFC Prescribed Company is the Dubai International Financial Centre’s form of special purpose vehicle. It is designed primarily for passive holding and approved structuring purposes, including holding shares, investments, intellectual property, real estate and other assets within a separate legal entity.
The updated DIFC Prescribed Company Regulations came into force on 24 July 2026. They removed the previous qualifying applicant, qualifying purpose and geographic nexus requirements, making the regime available to applicants from any jurisdiction. Most Prescribed Companies must now appoint a DIFC-licensed Corporate Service Provider to support their administration, statutory filings and ongoing regulatory compliance.
A Prescribed Company is not an alternative to an operating company. It cannot employ staff or conduct ordinary commercial activities. This guide explains who may establish one, how the 2026 rules work, its permitted uses, exemptions, incorporation process, costs, ongoing obligations and UAE Corporate Tax considerations.
What Is a DIFC Prescribed Company?
A DIFC Prescribed Company is a private company incorporated under the laws and regulations of the Dubai International Financial Centre. It is commonly referred to as a special purpose vehicle, or SPV, because it is established for a specific holding, financing or asset-structuring purpose rather than for ordinary commercial operations.
The company has a separate legal personality from its shareholders. This allows assets, investments and associated liabilities to be held within a distinct legal structure. It can therefore help investors, family groups and businesses ring-fence particular assets or transactions from their wider operations.
A Prescribed Company may be used to hold shares, investments, intellectual property, real estate and other registrable assets located in the UAE or overseas. It can also support structured finance, securitisation and succession-planning arrangements.
However, its activities must remain passive and consistent with its approved purpose. A Prescribed Company cannot employ staff or operate as a conventional trading or service business.
What Changed Under the 2026 DIFC Prescribed Company Regulations?
The revised DIFC Prescribed Company Regulations came into force on 24 July 2026. The amendments significantly broadened access to the regime while introducing a clearer framework for administration and regulatory compliance.
The principal changes include:
Wider applicant eligibility: The previous restrictions based on qualifying applicants, qualifying purposes and geographic connections were removed. Individuals and corporate entities from any jurisdiction may now apply to establish a Prescribed Company, subject to DIFC approval and applicable due diligence requirements.
Mandatory Corporate Service Provider: Unless the company qualifies as an Exempt Prescribed Company, it must appoint a DIFC-licensed Corporate Service Provider to manage its statutory administration and act as its compliance interface with the DIFC Registrar of Companies.
Worldwide asset-holding capability: A Prescribed Company may hold eligible assets located within or outside the UAE, making the structure suitable for international investment and ownership arrangements.
Clearer regulatory responsibilities: The updated framework formalises the Corporate Service Provider’s role in maintaining records, submitting filings, managing renewals and supporting ongoing compliance.
Transitional requirement for existing companies: A non-exempt Prescribed Company incorporated before 24 July 2026 must appoint an eligible Corporate Service Provider within six months of that date, unless the Registrar approves a longer period.
Although the revised regime is more accessible, a Prescribed Company must still remain a passive vehicle. It cannot employ staff or conduct ordinary commercial and operational activities.
Who Can Establish a DIFC Prescribed Company?
Following the 2026 amendments, a DIFC Prescribed Company may be established by individuals or corporate entities from any jurisdiction. Applicants are no longer required to fall within a specific qualifying category, pursue a predefined qualifying purpose or demonstrate a particular geographic connection to the DIFC. The structure may therefore be considered by:
Individual investors and entrepreneurs
Family businesses and family offices
UAE and international corporate groups
Investment holding structures
Property and asset owners
Professional investors and financial institutions
Parties involved in financing, securitisation or succession-planning arrangements
Opening the regime to a broader range of applicants does not mean that approval is automatic. The proposed structure, ownership, controllers, source of funds and intended activities remain subject to DIFC review, due diligence and applicable regulatory requirements.
Applicants must also demonstrate that the company will be used for legitimate passive holding or approved structuring purposes. If the proposed activities involve active trading, the provision of services or the employment of personnel, a different DIFC company structure may be required.
Corporate Service Provider Requirement and Exempt Prescribed Companies
Under the 2026 regulations, a Prescribed Company must appoint a DIFC-licensed Corporate Service Provider unless it qualifies as an Exempt Prescribed Company. The provider becomes the company’s principal administrative and compliance contact with the DIFC Registrar of Companies. The Corporate Service Provider generally assists with:
Maintaining statutory records and company information
Submitting annual filings and confirmation statements
Managing licence renewals and regulatory fees
Supporting changes to shareholders, directors or registered details
Providing or arranging an eligible registered office
Coordinating due diligence and compliance documentation
Communicating with the DIFC Registrar on the company’s behalf
A Prescribed Company may qualify for exempt status when it is controlled by one of the following:
A DIFC Registered Person that falls within the permitted definition
A firm authorised by the Dubai Financial Services Authority
A government entity
A publicly listed entity
Certain DIFC structures, including Foundations, Variable Capital Companies, Non-Profit Incorporated Organisations and other Prescribed Companies, are excluded from the relevant definition of a Registered Person. Their involvement does not automatically make the Prescribed Company exempt from appointing a Corporate Service Provider.
Exempt status removes the mandatory Corporate Service Provider appointment but does not remove the company’s other legal, filing, record-keeping and compliance obligations. The ownership and control structure should therefore be reviewed carefully before relying on an exemption.
What Can a DIFC Prescribed Company Be Used For?
A DIFC Prescribed Company may be used for a range of passive holding and structuring purposes. The appropriate use depends on the nature of the assets, the ownership structure and the commercial or succession objectives of the parties involved. Common applications include:
Holding Shares and Investments
The company may hold shares in subsidiaries, joint ventures, private businesses and investment portfolios. This can help separate specific investments from the shareholders’ personal assets or from the wider activities of a corporate group.
Holding Real Estate and Registrable Assets
A Prescribed Company may hold eligible real estate and other registrable assets in the UAE or overseas, subject to the rules of the jurisdiction in which the asset is located. It may also be used to hold aircraft, vessels and other high-value assets where legally permitted.
Intellectual Property Ownership
Intellectual property rights, including trademarks, patents and other intangible assets, may be placed within a dedicated holding structure. The ownership and licensing arrangements must remain consistent with the company’s passive nature and all applicable legal and tax requirements.
Family Wealth and Succession Planning
Families may use a Prescribed Company as part of a wider wealth-holding or succession structure, often alongside a DIFC Foundation, trust or other estate-planning arrangement. This can support continuity of ownership, governance and the orderly transfer of assets across generations.
Structured Finance and Securitisation
The structure may be used for financing transactions, securitisations, collateralised debt arrangements and the issuance of bonds or sukuk. These transactions may require additional legal, regulatory and financial review.
Ring-Fencing Specific Assets or Liabilities
A corporate group or investor may place a particular asset, investment or transaction within a separate Prescribed Company. This creates a distinct legal structure and may help isolate the associated rights, obligations and risks from other business activities.
A Prescribed Company may be connected to a financial services transaction, but it does not automatically have permission to conduct regulated financial activities. Any activity falling within the scope of financial services legislation must comply with the requirements of the Dubai Financial Services Authority.
Key Benefits of a DIFC Prescribed Company
A DIFC Prescribed Company can provide a flexible and credible structure for holding assets and managing specific transactions without establishing a full operating business. Its principal advantages include:
Separate legal personality: The company owns its assets and enters into obligations in its own name, separately from its shareholders.
Asset and liability segregation: Specific investments, properties or transactions can be placed within a distinct legal entity, helping to separate their associated risks and obligations from other assets or business activities.
Access to the DIFC legal framework: Prescribed Companies operate within the DIFC’s independent legal and regulatory environment, which is based on common-law principles.
International ownership flexibility: Individuals and corporate entities from any jurisdiction may apply, subject to DIFC approval, due diligence and compliance requirements.
Worldwide asset holding: The structure may hold eligible assets located in the UAE or overseas, subject to the laws governing each asset.
Succession and wealth-planning support: A Prescribed Company may be incorporated into a broader family governance or estate-planning structure to support continuity of ownership and the transfer of assets.
Efficient administration: Its passive nature generally makes the structure simpler to administer than a conventional operating company, particularly when a Corporate Service Provider manages its statutory obligations.
Competitive DIFC statutory fees: The official application and annual licensing fees are lower than those generally associated with establishing a full operating entity in the DIFC. Professional, registered office and compliance costs must still be considered.
These benefits depend on the company being structured and maintained correctly. A Prescribed Company should not be selected solely because of its lower statutory fees, especially when the intended business activities require employees, commercial operations or a regulated licence.
Restrictions on a DIFC Prescribed Company
A Prescribed Company is designed to operate as a passive holding vehicle. Its licence is restricted to holding-company activities, and it must remain within the scope approved by the DIFC Registrar. The principal restrictions include:
No active commercial operations: The company cannot trade with customers, provide conventional commercial services or operate as a standard business entity.
No workforce: A Prescribed Company cannot employ staff or maintain a workforce through another arrangement.
No unauthorised financial services: The structure does not provide automatic permission to conduct financial services or other activities regulated by the Dubai Financial Services Authority.
No unauthorised fund structure: A Prescribed Company cannot be used to establish a fund in the DIFC without the necessary DFSA authorisation.
Restrictions on public securities offers: Specific concessions may apply to approved structured-finance arrangements involving bonds or sukuk, but the company must still comply with applicable securities, financial-promotion and public-offering rules.
Registered office requirements: A non-exempt Prescribed Company must generally use the registered office of its appointed Corporate Service Provider. An Exempt Prescribed Company may use the registered office of an eligible affiliate.
Failure to remain within the permitted framework can result in fines, the revocation of Prescribed Company status and the loss of the regulatory concessions available under the regime.
How to Establish a DIFC Prescribed Company
The incorporation process begins with confirming that the proposed structure is suitable for passive holding purposes and identifying whether a Corporate Service Provider must be appointed.
1. Define the Purpose and Ownership Structure
The applicant should determine which assets or investments the company will hold, who will own and control it, and how it will fit within the wider corporate, investment or succession arrangement.
2. Confirm Whether the Company Is Exempt
The proposed controller must be reviewed to determine whether the company qualifies as an Exempt Prescribed Company. If it does not qualify, a DIFC-licensed Corporate Service Provider must be selected before the application proceeds.
3. Reserve the Company Name
The proposed name must comply with DIFC naming requirements and will generally end with “Limited” or “Ltd.”
4. Prepare the Application and Supporting Documents
The application is submitted through the DIFC portal with the required ownership, management, due diligence and constitutional documents. Additional information may be requested depending on the shareholders, controllers, intended assets and proposed use of the company.
5. Obtain Initial Approval and Pay the Fees
The DIFC Registrar reviews the proposed structure and supporting information. Once the application receives approval, the relevant incorporation and licensing fees must be paid.
6. Sign the Constitutional Documents
The incorporators complete and sign the company’s constitutional documents and any other declarations or resolutions required by the DIFC Registrar.
7. Receive the Incorporation Documents
Once the process is completed, the DIFC issues the company’s Certificate of Incorporation and commercial licence. The licence will be restricted to holding-company activities and may contain additional conditions.
8. Complete Post-Incorporation Requirements
After incorporation, the company may need to register for UAE Corporate Tax, complete its beneficial ownership records, establish its accounting procedures and apply for a corporate bank account where required. Bank account approval remains subject to the chosen bank’s due diligence and onboarding requirements.
Documents Required for a DIFC Prescribed Company
The precise documentation depends on the proposed ownership structure, the type of applicant, the assets to be held and whether the company qualifies as an Exempt Prescribed Company. Applicants should generally prepare the following:
For Individual Shareholders, Directors and Controllers
Valid passport copies
Proof of residential address
Contact details
Professional or business profile
Source of wealth and source of funds information
Tax residency details
Additional identification or compliance documents requested during due diligence
For Corporate Shareholders
Certificate of incorporation or registration
Current commercial licence or equivalent document
Constitutional documents
Certificate of good standing or current registry extract, where required
Board resolution approving the incorporation and appointing an authorised signatory
Ownership chart showing the complete structure up to the ultimate beneficial owners
Identification and due diligence documents for directors, authorised signatories, controllers and beneficial owners
Company and Application Documents
Proposed company name
Description of the intended holding purpose
Details of the assets, investments or transactions involved
Proposed shareholding and management structure
Articles of Association, particularly where the standard DIFC articles are modified
Statement of Incorporators, where applicable
Corporate Service Provider appointment and consent
Registered office consent
Evidence supporting Exempt Prescribed Company status, if an exemption is claimed
Documents issued outside the UAE may require notarisation, legalisation, certification or translation, depending on their country of origin and the DIFC’s requirements. The Registrar or Corporate Service Provider may also request further information to verify the proposed structure and complete anti-money laundering, sanctions and beneficial ownership checks.
DIFC Prescribed Company Costs and Fees
The official DIFC fees under the 2026 Prescribed Company Regulations are as follows:
Application or Filing | Official Fee |
Application for incorporation | USD 100 |
Grant or annual renewal of the licence | USD 1,000 |
Filing the annual Confirmation Statement | USD 300 |
Continuation of an existing company into the DIFC | USD 1,000 |
Transfer of incorporation out of the DIFC | USD 1,000 |
These are the statutory fees payable to the DIFC Registrar and do not represent the complete cost of establishing or maintaining the company. Additional costs may include:
Corporate Service Provider fees
Registered office charges
Due diligence and compliance fees
Document certification, notarisation, legalisation and translation
Legal and corporate advisory fees
Accounting and tax compliance services
Bank account application support
Fees associated with transferring or registering the assets to be held
A small Knowledge and Innovation Dirham fee may also apply to the annual licence payment. The complete cost will depend on the complexity of the structure, the number and type of shareholders, the jurisdiction of the supporting documents and the services required from the appointed Corporate Service Provider.
Applicants should request a complete cost breakdown before proceeding, as the professional and administrative charges may be substantially higher than the official DIFC incorporation and licence fees.
UAE Corporate Tax Treatment
A DIFC Prescribed Company is not automatically exempt from UAE Corporate Tax. As a juridical person incorporated in a UAE free zone, it is generally considered a Taxable Person and must register for Corporate Tax, maintain the required records and file a Corporate Tax return for each relevant Tax Period.
The company may benefit from a 0% Corporate Tax rate on Qualifying Income if it meets all the conditions required to be treated as a Qualifying Free Zone Person. These conditions include maintaining adequate substance, deriving Qualifying Income, complying with transfer-pricing requirements and preparing the required financial information.
Income that does not qualify for the free-zone rate may be subject to Corporate Tax at 9%. The tax treatment depends on several factors, including:
The type of assets held by the company
The nature and source of its income
The location of any real estate
The identity and tax status of the parties to each transaction
Whether the income arises from a Qualifying or Excluded Activity
Compliance with the de minimis requirements for non-qualifying revenue
Whether the company satisfies all Qualifying Free Zone Person conditions
The treatment of dividends, capital gains, interest, intellectual property income and real estate income should be assessed separately. The fact that a company operates passively or holds investments does not, by itself, guarantee a 0% tax outcome.
The Federal Tax Authority’s guidance confirms that both Qualifying Income and other taxable income must be identified correctly when calculating the Corporate Tax liability of a Free Zone Person.
Professional tax advice should be obtained before establishing the structure or transferring assets into it, particularly where the arrangement involves international ownership, related-party transactions, financing or intellectual property.
Ongoing Compliance Requirements
Incorporation is only the first stage of maintaining a DIFC Prescribed Company. The company must continue to comply with the DIFC Companies Law, Operating Law, Prescribed Company Regulations and all other applicable UAE requirements. Its principal ongoing obligations include:
Renewing the DIFC commercial licence annually
Maintaining an eligible registered office in the DIFC
Retaining an appointed Corporate Service Provider unless the company qualifies as an Exempt Prescribed Company
Filing the annual Confirmation Statement
Maintaining accurate accounting records and preparing annual accounts
Keeping shareholder, director, controller and ultimate beneficial ownership information current
Notifying the DIFC Registrar of reportable corporate changes
Providing the Corporate Service Provider with the documents and information needed to complete its statutory duties
Complying with applicable anti-money laundering, sanctions and beneficial ownership requirements
Completing UAE Corporate Tax registration, filings and payments where applicable
Ensuring that the company remains passive and does not employ personnel or conduct unauthorised operational activities
Any change to the company’s ownership, control, directors, registered office, Corporate Service Provider or intended use should be reviewed before it is implemented. The change may require prior approval, supporting due diligence or a formal filing with the DIFC Registrar.
The company must also retain its corporate and accounting records for the periods required by the applicable legislation. If a Corporate Service Provider ceases to act, it must generally retain the records kept during its appointment for six years from the date its services ended. Failure to comply may result in administrative fines, loss of Prescribed Company status or the withdrawal of the exemptions and fee concessions available under the regime.
DIFC Prescribed Company vs a DIFC Operating Company
A DIFC Prescribed Company and a conventional DIFC operating company serve different purposes. Choosing the correct structure depends primarily on whether the entity will hold assets passively or conduct active business operations.
Feature | DIFC Prescribed Company | DIFC Operating Company |
Primary purpose | Passive asset holding and approved structuring | Conducting commercial or professional activities |
Permitted activities | Restricted to holding-company activities | Activities stated on the commercial licence |
Employees | Cannot maintain a workforce | May employ personnel, subject to applicable requirements |
Corporate Service Provider | Mandatory unless the company is exempt | Not generally required solely because of the company type |
Registered office | Usually provided by the appointed Corporate Service Provider or an eligible affiliate | Must satisfy the premises requirements applicable to its licence |
Statutory fees | Reduced fees under the Prescribed Company regime | Standard DIFC incorporation and licensing fees |
Suitable for active trading | No | Yes, subject to the approved licence |
Typical uses | Holding shares, investments, property, intellectual property or structured-finance assets | Providing services, trading, managing operations or carrying on a licensed business |
A Prescribed Company should not be used merely as a lower-cost substitute for an operating company. If the entity will issue commercial invoices, serve customers, employ personnel or maintain day-to-day operations, a conventional operating structure is likely to be more appropriate.
The intended activities should be assessed before incorporation. Selecting the wrong entity type can lead to licensing problems, banking difficulties, tax complications and the possible loss of Prescribed Company status.
Frequently Asked Questions
Can a foreign individual establish a DIFC Prescribed Company?
Yes. Following the 2026 amendments, individuals and corporate entities from any jurisdiction may apply. The application remains subject to DIFC approval, due diligence and verification of the proposed purpose and ownership structure.
Is a UAE national shareholder required?
No. A DIFC Prescribed Company may generally be wholly owned by foreign individuals or corporate entities, subject to the applicable approval and compliance requirements.
Can the company conduct trading or consultancy activities?
No. Its licence is restricted to holding-company activities. It cannot operate as a conventional trading, consultancy or service business.
Can a DIFC Prescribed Company employ staff?
No. The company cannot employ personnel or maintain a workforce through another arrangement. If employees are required, an operating company structure should be considered.
Is a Corporate Service Provider mandatory?
Yes, unless the company qualifies as an Exempt Prescribed Company. The provider handles statutory administration, filings, records and communications with the DIFC Registrar.
Can it hold assets outside the UAE?
Yes. A Prescribed Company may hold eligible assets located in the UAE or overseas, subject to the laws, registration requirements and ownership restrictions that apply to each asset.
Can it own property in Dubai?
It may hold eligible real estate, but the proposed ownership must comply with Dubai Land Department requirements and the rules applicable to the property’s location and ownership category. Approval should be confirmed before incorporating the company or transferring the property.
Can a Prescribed Company open a bank account?
Yes, it may apply for a corporate bank account. Approval is not automatic and will depend on the bank’s assessment of the ownership structure, source of funds, expected transactions, assets and commercial rationale.
Is the company automatically entitled to 0% Corporate Tax?
No. It must register for UAE Corporate Tax and separately satisfy all the conditions required to qualify for the 0% rate on Qualifying Income. Other taxable income may be subject to the applicable Corporate Tax rate.
Can an existing foreign company be continued into the DIFC?
An eligible company incorporated in another jurisdiction may apply to continue its incorporation in the DIFC as a Prescribed Company. The continuation remains subject to DIFC approval and the laws of the company’s original jurisdiction.
How NUR Advisors Group Can Help
A DIFC Prescribed Company can be an effective structure for holding investments, property, intellectual property and other assets, but it must be selected for the correct purpose and established within the regulatory limits of the regime.
NUR Advisors Group can assist with:
Assessing whether a Prescribed Company is suitable for the intended structure
Reviewing the proposed ownership, control and asset-holding arrangements
Determining whether the company may qualify as an Exempt Prescribed Company
Coordinating with an eligible DIFC Corporate Service Provider
Preparing and managing the incorporation process
Supporting the collection and review of shareholder and beneficial ownership documents
Coordinating registered office and statutory administration requirements
Assisting with corporate bank account preparation
Coordinating accounting, Corporate Tax and ongoing compliance support
Managing licence renewals and corporate changes
The correct structure should support the intended assets, transactions and long-term objectives without creating unnecessary regulatory, tax or administrative exposure.
Contact NUR Advisors Group to discuss your proposed DIFC structure and receive practical guidance through the incorporation and compliance process.
