DIFC Regulations of 2018 · DIFC
Made under Article 151 of the Companies Law 2018, the Regulations set the procedures for incorporation, articles of association, share allotments and transfers, registers of directors and secretaries, mergers, accounts and audit, recognised companies, transfers of incorporation, fees and the public register.
The DIFC Companies Regulations are the procedural rulebook under the Companies Law, DIFC Law No. 5 of 2018. Made by the Board of Directors of the DIFC Authority under Article 151 of that Law and in force from 12 November 2018, the same day as the Law, they set out what an incorporation application must contain, what the Articles of Association must cover, which notices a company must file and by when, how mergers and transfers of incorporation are processed, what the public register shows and what the Registrar charges.
An incorporation application must state the proposed name, whether the company is private or public, its business, share capital and shareholdings, the nominal value of shares, the registered office and full identity details of each incorporator, director and any secretary, including the beneficial ownership information prescribed by the UBO Regulations (Regulation 2.1.1). Once approved, the company has sixty days to take substantive steps to establish its operations in the DIFC, failing which the application is cancelled (Regulation 2.1.4). Incorporators adopt the Standard Articles in Appendix 2, modified Standard Articles or bespoke articles; bespoke articles must cover nineteen listed matters and be certified as compliant (Regulation 2.3).
The filing deadlines are uniform. A notice of any allotment after the initial allotment, a notice of share transfer, a notice of appointment or cessation of a director or secretary, and a notice of appointment or cessation of an auditor must each be filed within thirty days (Regulations 3.1, 3.2, 4.2 and 6.4).
Accounts of companies other than DFSA Authorised Persons, listed companies and Recognised Persons must follow IFRS unless the Registrar consents to another standard (Regulation 6.2). Part 7 sets the application requirements for Recognised Companies and defines carrying on business in the DIFC to include maintaining a place of business, managing DIFC property or employing persons there, but not merely holding meetings, litigating or conducting an isolated transaction (Regulation 7.4). Part 8 governs transfer of incorporation into and out of the DIFC, each requiring a directors' solvency declaration, DFSA consent for regulated firms and, for outward transfers, sixty days' public notice (Regulation 8.3.4). Regulation 9.2 lists the public register contents, including shareholders, directors, secretary, share capital and financial year end.
Appendix 1 fixes the fees: USD 8,000 to incorporate a company or register a Recognised Company (USD 3,400 for retail activities), USD 100 for a general partner of an investment fund, USD 2,000 for a representative office, USD 8,000 for a transfer of incorporation in either direction, and no fee for notices of officer changes, allotments or auditor changes. The Regulations are in force.
DIFC companies and their incorporators, shareholders, directors, secretaries, auditors and employees; foreign companies applying to be Recognised Companies or to transfer their incorporation to or from the DIFC; holders of and applicants for a DIFC commercial licence; and the Registrar of Companies.
English official text in 35 provisions. Open the full text or jump to a provision:
| Regulation 2.1 | An incorporation application must state the name, company type, business, share capital, nominal share value, registered office and full identity details of incorporators, directors and any secretary, with UBO information; the company must take substantive steps to establish DIFC operations within sixty days of approval or the application is cancelled. |
| Regulation 2.3 | Incorporators adopt the Standard Articles in Appendix 2, modified Standard Articles or bespoke articles; bespoke articles must cover nineteen prescribed matters and be certified as compliant, come into effect on incorporation and may be amended by Special Resolution. |
| Regulations 3.1–3.2 | A notice of any allotment of shares after the initial allotment and a notice of any share transfer must be filed with the Registrar within thirty days, using the prescribed form; listed public companies transfer under their exchange rules. |
| Regulation 4.1 | The register of directors and secretaries required by Article 82 of the Law must record full and former names, date and place of birth, nationality, passport or national identity number with country, issue and expiry dates, address and dates of appointment and cessation; a corporate secretary must be incorporated in the DIFC or a Relevant Jurisdiction. |
| Regulation 4.2 | A notice of appointment, retirement, removal or cessation of a director or secretary must be filed within thirty days of the change, and any change in a director's or secretary's name or address must also be notified. |
| Regulation 6.2 | Accounts and financial statements must be prepared under International Financial Reporting Standards, unless the Registrar consents to a deviation or to the standard used by the company's corporate group; this chapter does not apply to Authorised Persons, Public Listed Companies or Recognised Persons. |
| Regulation 6.4 | A company required to appoint an auditor must file the notice of appointment, the appointing resolution and the auditor's acceptance letter within thirty days, and a notice of cessation with the related board resolution within thirty days of resignation or removal. |
| Regulation 7.4 | For Recognised Companies, carrying on business in the DIFC includes maintaining a place of business, managing or leasing DIFC property, operating as a Reporting Entity or employing persons, but not merely litigating, holding meetings, creating a charge, collecting debts, an isolated transaction or being a customer of an Authorised Person or DNFBP. |
| Regulation 8.1 | A foreign company transferring its incorporation into the DIFC must file articles of continuation, certified constitutional documents, evidence that its home law permits continuation, its latest audited accounts and a directors' declaration of solvency; Authorised Persons, DNFBPs and funds need prior DFSA consent. |
| Regulation 8.3 | A DIFC company transferring out must file a certified Special Resolution, evidence that the destination law meets Article 145(2) of the Law, DFSA consent if regulated and a directors' solvency declaration, and must publish notice sixty days before applying. |
| Regulation 9.2 | The Registrar maintains a public register showing each company's name, number, licence validity, type, registered office, current and former directors and secretaries, issued shares, shareholders (or the top twenty for listed companies), financial year end and insolvency events; certified extracts are prima facie or conclusive evidence. |
| Regulation 9.1 (Appendix 1 fees) | Fees: USD 8,000 to incorporate a company or register a Recognised Company (USD 3,400 for retail activities), USD 100 for a general partner of an investment fund, USD 2,000 for a representative office, USD 8,000 to transfer incorporation to or from the DIFC; notices of officer, allotment and auditor changes carry no fee. |
The Regulations themselves prescribe a fine only for the transitional failure to amend Articles of Association or increase public company capital within twelve months of the Law's commencement, by reference to Article 35(1) of the Operating Law (Regulation 10.7). Late or missing filings under these Regulations are contraventions of the Companies Law and the Operating Law, which carry the Registrar's fines set in those instruments.
This is where the practical steps for our clients' DIFC incorporations and officer changes are actually written down. We assemble the incorporation application against Regulation 2.1.1 so that every director, secretary and incorporator is supported by passport details and UBO information before submission, and we warn clients about the sixty-day window to establish operations, which catches founders who incorporate before they have signed a lease. Our compliance calendar runs on the thirty-day rule: every share transfer, allotment, director or auditor change we handle is filed inside that period. We use the Standard Articles in Appendix 2 as the default for holding companies and draft bespoke articles only where a shareholders' agreement requires it. Appendix 1 gives the USD 8,000 incorporation and continuation fees that appear in our quotes, and Regulation 7.4 is our test for whether a foreign client's activity in the DIFC requires a Recognised Company.
| Cites | DIFC Regulatory Law · DIFC Companies Law · DIFC Operating Law |
“Cites” and “Cited by” are built automatically from references in the full texts held in this library; they cover only instruments in the library.
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