The Dubai International Financial Centre has moved again on one of its quietest but most useful corporate vehicles. On 30 April 2026, DIFC published a consultation paper proposing further amendments to its Prescribed Company regime, open for public comment until 2 June 2026. If adopted, the amendments would remove the last eligibility restrictions on who may form a Prescribed Company — and, in the same step, make the appointment of a corporate service provider a standing requirement for most of them. It is the latest stage in a deliberate, multi-year liberalisation of a vehicle that began as a narrow instrument and is steadily becoming a mainstream one.
To read the 2026 proposal correctly it helps to know what came immediately before it, because the consultation is an increment rather than a first move. The Prescribed Company is not new — it has existed in DIFC since 2019 — and it was already opened up substantially by the DIFC Prescribed Company Regulations 2024, which took effect on 15 July 2024. For family offices, holding groups and the corporate service providers who administer these structures, the useful exercise is to separate three things cleanly: what the vehicle is, what is already in force, and what is so far only proposed.
What a Prescribed Company is
A Prescribed Company is a company limited by shares, incorporated under DIFC's Companies Law and its Prescribed Company Regulations, but deliberately stripped of the operational overhead a full DIFC company carries. It is, by design and by rule, a passive vehicle. It cannot carry on a financial-services business; it cannot conduct commercial activity; and under the 2024 Regulations it cannot employ staff — an express prohibition that does not extend to the appointment of directors, but does mean a Prescribed Company may not run an operating business of its own. What it does instead is hold: the shares of an operating company, intellectual property, real estate, aircraft, or other assets. It is a holding and special-purpose vehicle, sitting inside an English common-law system with access to the DIFC Courts.
Its appeal is the pairing of that common-law standing with an unusually low cost base. The DIFC registration fee is in the region of USD 100, and the annual licence fee roughly USD 1,000 — so the cost of incorporating and running a Prescribed Company through its first year is on the order of USD 1,100, with a modest data-protection fee on top where the company's activities require it. That is still a fraction of what a full DIFC company costs. Nor does a Prescribed Company need its own leased premises in the ordinary case: it may lease office space in DIFC, share space with a commonly-owned DIFC group entity, or — most commonly — use the registered address of its corporate service provider. Its continuing obligations — accounting records, a confirmation statement, a register of members and a register of beneficial owners — are proportionate to that passive purpose.
From 2019 to 2024 to 2026: how the regime opened up
The Prescribed Company began life in 2019 as a tightly-gated instrument. To form one, an applicant had to satisfy a defined eligibility test — broadly, a "Qualifying Applicant" limb, such as a nexus to the GCC or control by an existing DIFC entity, or a "Qualifying Purpose" limb, meaning use of the company for a specified structuring purpose. An applicant who fell outside those limbs was directed to a full, and considerably more expensive, DIFC company.
The DIFC Prescribed Company Regulations 2024, effective 15 July 2024, changed that picture materially. They abrogated and replaced the 2019 regime and opened the vehicle to a far wider field: a Prescribed Company could now be established by any person, natural or corporate, resident anywhere in the world — provided the company appointed a director who is an employee of a registered corporate service provider. The 2024 Regulations also broadened the asset side, recognising the holding of GCC-registrable assets as a qualifying basis, and confirmed the vehicle's passive character with the express prohibition on employing staff. In other words, much of the opening-up has already happened.
The 30 April 2026 consultation proposes the final increment. It would remove the remaining qualifying-purpose, qualifying-applicant and nexus requirements altogether, so that eligibility no longer turns on who the applicant is or what the company is for. And it would recast the corporate service provider's role. Where the 2024 Regulations made a CSP-linked director the practical route in, the 2026 proposal would make the appointment of a corporate service provider a mandatory, standing requirement for every non-exempt Prescribed Company — a supervisory measure rather than a gateway. A parallel set of proposed amendments to the DIFC Operating Regulations would clarify the Registrar's powers to obtain information, including financial information, from registered persons.
The Exempt Prescribed Company — and the transition
The 2026 proposal does not impose the corporate-service-provider requirement on everyone. It carves out an "Exempt Prescribed Company" — broadly, a company controlled by a DIFC-registered person, a DFSA-authorised firm, a government entity or a publicly listed company. Exempt Prescribed Companies would not be required to appoint a CSP, though they could choose to. Every other, non-exempt, Prescribed Company would need one. Existing non-exempt companies would be given a six-month transition period, running from the date any amended regulations take effect, to put a CSP in place. One point deserves emphasis: as of mid-2026 this remains a consultation, not law. Comment closes on 2 June 2026, and the regulations finally enacted may differ from the draft. The direction of travel, however, is unambiguous.
| Feature | DIFC Prescribed Company | Standard DIFC company | RAK ICC (offshore) |
|---|---|---|---|
| Set-up cost (first year) | ~USD 1,100 (USD 100 registration + USD 1,000 licence) | Materially higher | ~USD 1,000+ |
| Annual renewal | ~USD 1,000 (plus data-protection fee where applicable) | Materially higher; commercial-licence costs apply | ~USD 1,000+ |
| Premises | DIFC office, commonly-owned group space, or CSP address | Leased DIFC premises | Registered agent |
| Legal system | English common law; DIFC Courts | English common law; DIFC Courts | Common-law-based regulations; may opt in to DIFC or ADGM Courts |
| Permitted activity | Passive holding / SPV only — no trade, no staff | Active business permitted | Active international business and holding; no UAE-mainland trade |
| Corporate service provider | Mandatory for non-exempt PCs (proposed) | Not required | Registered agent required |
| Typical use | Holding, SPV, IP, family structuring | Operating business in DIFC | International trading, holding, asset isolation |
The table makes the positioning clear. Against a full DIFC company, the Prescribed Company offers the same legal system and the same courts at a small fraction of the running cost — the trade-off being that it cannot trade. A RAK ICC company is a capable, lower-profile alternative: it can carry on active international business, and it can elect DIFC or ADGM Courts for the resolution of disputes. The Prescribed Company's distinction is not that RAK ICC lacks a common-law option, but that the PC sits natively inside DIFC — a full common-law financial centre, with its own courts and regulator — rather than being an offshore registry that points to one. Which matters more depends on whether the priority is active trading capacity or being domiciled inside the financial centre itself.
Who the regime is built for
Four user groups account for most Prescribed Company formations. The first is the family office, using one or several Prescribed Companies as clean holding layers beneath a foundation or trust. The second is the holding-company use case: a UAE or international group placing the shares of operating subsidiaries into a DIFC vehicle to consolidate ownership under common law. The third is the special-purpose vehicle — a single-asset company holding a property, an aircraft, or a tranche of intellectual property, isolated for financing or risk reasons. The fourth is the joint-venture holding vehicle, where two parties want a neutral, common-law company to sit above a shared business. What unites all four is that the company holds rather than trades — which is precisely the line the Prescribed Company regime is built around.
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A Prescribed Company is incorporated in the UAE and falls within the scope of the UAE corporate-tax regime. For a genuine holding company this is rarely a heavy burden: a vehicle whose income consists of dividends and of gains on the disposal of qualifying shareholdings will often find much of that income exempt under the participation exemption, provided the conditions on ownership percentage and holding period are met. The corporate-tax question for a Prescribed Company is usually less how much than what must be documented.
Two points deserve deliberate attention. The first is economic substance: a company carrying on a pure equity-holding activity is subject to a reduced substance test, but not to none, and the test must be met and evidenced rather than assumed. The second is treaty access: the UAE has an extensive double-tax treaty network, but a treaty benefit is available to a company that is genuinely resident and has real commercial substance — not automatically to every UAE-incorporated entity. The 2026 proposal's mandatory corporate-service-provider requirement runs in the same direction as this analysis. A CSP that administers a company properly — maintaining its records, its governance and its filings — is part of what separates a Prescribed Company that is a substantive holding vehicle from one that is a vulnerable nameplate.
Prescribed Company or foundation — a common crossroads
Clients structuring family wealth frequently arrive at a choice between a Prescribed Company and a DIFC Foundation, and the two are often confused because both can sit at the top of a holding structure. They are not substitutes. A Prescribed Company is owned — it has shares, and those shares belong to someone or to something. A foundation is ownerless: it holds assets in its own right, governed by a charter and by-laws, for the benefit of named beneficiaries or a purpose. The common and effective pattern is to use them together — a foundation at the apex for succession and asset-protection purposes, with one or more Prescribed Companies beneath it as the actual holding layers for discrete assets. The foundation answers the question of who ultimately benefits; the Prescribed Companies answer the question of how each asset is held and ring-fenced.
Getting the formation right
Because the corporate service provider is moving from a practical necessity toward, for most companies, a mandatory one, the choice of provider is not an administrative afterthought — it is part of the structure itself. The provider supplies the registered office, maintains the statutory registers, stands behind the director where the rules require it, and is the company's interface with the DIFC Registrar. Incorporation itself is quick: a Prescribed Company can typically be formed within days once due diligence on the beneficial owners is complete. The work that determines whether the structure performs is the design that precedes it — deciding what each company will hold, how the layers relate, and how substance and reporting will be maintained year after year. That is a structuring exercise, not a filing exercise.
- The DIFC Prescribed Company is a low-cost passive holding vehicle — roughly USD 1,100 in first-year DIFC fees (USD 100 registration plus the USD 1,000 licence), then about USD 1,000 a year — inside an English common-law jurisdiction with access to the DIFC Courts.
- The regime was already opened up substantially by the DIFC Prescribed Company Regulations 2024 (effective 15 July 2024), which made the vehicle available to any applicant worldwide via a CSP-linked director.
- A consultation published on 30 April 2026, open for comment until 2 June 2026, proposes removing the last qualifying-purpose and nexus requirements and making a corporate service provider mandatory for non-exempt Prescribed Companies.
- An 'Exempt Prescribed Company' — controlled by a DIFC-registered person, a DFSA-authorised firm, a government entity or a listed company — would not need a CSP; existing non-exempt companies would have a six-month transition.
- A Prescribed Company cannot trade or employ staff; it is a holding and SPV vehicle only, and its substance, tax and treaty positions still require genuine attention.
Polaris Perspective
DIFC's Prescribed Company has become one of the most efficient common-law holding structures in the region — and the 2026 proposal would place the corporate service provider at the centre of every non-exempt one. Polaris advises on corporate structuring, foundations and holding-company architecture in DIFC and ADGM, and acts as the registered corporate service provider for the vehicles we design and administer. If you hold, or are considering, a Prescribed Company, we can map what the proposed amendments would mean for it.
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