DIFC Regulations of 2023 · DIFC
Made under the Companies, Foundations, partnership and Operating Laws, the Regulations repeal the Single Family Office Regulations and set up the Family Business Register, a licensing regime for Family Offices (minimum USD 50 million net assets) with a list of permitted services, certification and accreditation of family-business advisers, private register options and arbitration for family entities.
The Family Arrangements Regulations 2023 are the DIFC's framework for families that hold their businesses, wealth and succession structures in the Centre. In force from 31 January 2023, they repeal and replace the Single Family Office Regulations of 27 December 2011 and were made by the Board of Directors of the DIFC Authority under the Companies Law, the Foundations Law, the three partnership laws and the Operating Law (Regulation 1.1). They apply to every registered person that is a Family Business, Family Entity or Family Office or forms part of a Family Structure, to applicants for those statuses, to advisers seeking accreditation and to the Registrar (Regulation 1.2.1), and they make the Registrar the competent authority in the DIFC for the federal Family Businesses Law, Federal Decree-Law No. 37 of 2022 (Regulation 1.2.3).
A Family is two or more Family Members descended from a common ancestor no more than three generations back at registration, including spouses, stepchildren and adopted children (Regulation 2.2). A Family Entity is any separate legal entity, other than a non-profit, established solely to hold, invest or operate family assets or for succession planning and controlled by the family through more than 50% of the voting rights (Regulations 2.3 and 2.4). A Family Structure is any combination of Family Entities and trusts governed and benefiting family members, with a 25% tolerance for outside beneficiaries (Regulation 2.5).
Three statuses follow. A Family Business may be entered in the Family Business Register for USD 5,000 (Regulation 3). A Family Office is licensed by the Registrar for USD 12,000; the family must meet the Minimum Net Asset Requirement of USD 50 million and the application must identify the common ancestor and family members, explain the source of wealth, document due diligence on the source of funds, name the controllers and ultimate beneficial owners and disclose politically exposed family members, or be supported by a corporate service provider's letter confirming those matters (Regulations 4.1 and 4.2). A Family Office serves one family, or more with the Registrar's approval, and needs DFSA authorisation if it provides restricted financial services to more than one family by way of business (Regulation 4.3). The Registrar may also certify or rate family businesses and accredit advisers (Regulations 5 and 6).
Part 7 gives the practical concessions: source of wealth and funds records kept for at least six years (Regulation 7.1); shareholders, directors and officers moved to a Private Register for USD 1,000 (Regulation 7.2); such entities are always private companies (Regulation 7.3); a family with a substantial UAE presence may use its corporate service provider's DIFC address as registered office (Regulation 7.4); annual confirmations with the confirmation statement (Regulation 7.5); and arbitration clauses in family constitutions and trust instruments are enforceable under the Arbitration Law (Regulation 7.6). The Regulations are in force.
DIFC registered persons that are Family Businesses, Family Entities or Family Offices or form part of a Family Structure, including holding companies, foundations, partnerships and trusts controlled by a family; applicants for those statuses; advisers seeking accreditation; corporate service providers acting for them; and the Registrar of Companies.
English official text in 27 provisions. Open the full text or jump to a provision:
| Regulation 1.1 | Cites the Regulations as the Family Arrangements Regulations 2023, repeals the Single Family Office Regulations of 27 December 2011 and gives existing single family offices one year to meet the new requirements, including the USD 50 million minimum net asset test, and to withdraw their DFSA DNFBP registration. |
| Regulation 2.2 | A Family is two or more Family Members: a common living ancestor and descendants, their spouses, stepchildren and adopted children, or descendants of a common ancestor no more than three generations back at the time of registration, after which all future descendants and spouses qualify. |
| Regulations 2.3–2.4 | A Family Entity is any separate legal entity other than a non-profit established solely to hold, invest or operate family assets or for succession planning, and controlled by the family through more than 50% of voting rights or other control accepted by the Registrar. |
| Regulation 2.5 | A Family Structure is any combination of Family Entities and trusts whose trustee, council or governing body is appointed by family members or entities and whose beneficiaries are family members, family entities, family charities or similarly restricted structures, with outside beneficiaries tolerated up to 25% of the benefit. |
| Regulation 3.1 | A Family Business is a UAE family business under Federal Decree-Law No. 37 of 2022 or one or more DIFC registered persons controlled by a family, entered in the Family Business Register on application and payment of the USD 5,000 fee. |
| Regulation 4.1 | A Family Office is a registered person licensed as such by the Registrar; the family must meet the Minimum Net Asset Requirement of USD 50 million in aggregate net assets at fair market value or, failing that, book value, and the licence fee is USD 12,000. |
| Regulation 4.2 | The application must give the common ancestor and family members with proof of ancestry, the source of wealth, the due diligence on the source of funds, who controls the office, its ultimate beneficial owners, any politically exposed family members and the services to be provided, or a corporate service provider's letter confirming those matters. |
| Regulation 4.3 | A Family Office may serve the members, entities, structures and businesses of one family, or more than one family with the Registrar's approval; providing Restricted Services to more than one family by way of business requires DFSA authorisation. |
| Regulation 7.1 | A Family Office, or its corporate service provider, must keep records showing the due diligence on source of wealth and source of funds for at least six years from collection. |
| Regulation 7.2 | On application and payment of USD 1,000 the shareholders, interest holders, directors and officers of a Family Entity or Family Office may be kept on a Private Register that is not disclosed on the Public Register. |
| Regulations 7.3–7.4 | A Family Entity or Family Office incorporated as a company is always a Private Company whatever its shareholder count; where the family has a substantial presence in the UAE and a corporate service provider is appointed as registered agent, the Operating Law's physical presence requirement does not apply and the provider's address is the registered office. |
| Regulation 7.6 | An arbitration provision in the instrument governing a Family Entity or a trust in a Family Structure takes effect as an arbitration agreement under the Arbitration Law, and the tribunal may exercise the Court's powers over the entity's administration and represent minors or unborn beneficiaries. |
The Regulations do not set fines. The Registrar may remove or suspend a Family Business from the register (Regulation 3.3), revoke or suspend a Family Office licence (Regulation 4.5), a certification (Regulation 5.2) or an adviser's accreditation (Regulation 6.2) for failure to meet the requirements, giving written notice of the decision and its effective date; the entity may continue its licensed business as an ordinary registered person. Fines for late filings arise under the Operating Law.
Families who hold their structures through DIFC foundations and holding companies can register as a Family Business or license a Family Office under these Regulations, and we map each client against the thresholds before recommending the route. For most families the useful parts are the Private Register, which takes shareholders and directors off the public record for USD 1,000, the guaranteed private company status and the registered agent concession in Regulation 7.4 for families with a substantial UAE presence. The Family Office licence is reserved for families that can evidence USD 50 million of net assets, and we prepare the source of wealth and source of funds file to the standard Regulation 4.2 demands, since the same records must be kept for six years. Because Polaris is not a DIFC-registered corporate service provider, the registered agent and provider's letter in Regulations 4.2 and 7.4 come from a DIFC-registered provider we appoint and coordinate.
| Repeals | Single Family Office Regulations 2011 |
| Cites | DIFC Arbitration Law · DIFC Foundations Law · DIFC Trust Law · DIFC Companies Law · DIFC NPIO 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.
DIFC Companies Law
Governs the incorporation and running of DIFC companies: private companies (one to fifty shareholders) and public companies, directors' duties, shares and capital, accoun…
DIFC Foundations Law
Creates the DIFC foundation as a separate legal person with definite, feasible and lawful objects (charitable or not), managed by a council of at least two members, with …
DIFC Trust Law
Repeals and replaces the Trust Law 2005 and governs the creation, variation and termination of trusts in the DIFC, the duties and powers of trustees and the rights of ben…
DIFC Operating Law
Requires any person operating or conducting business in or from the DIFC to be registered under a prescribed law and to hold a valid licence or permission, and sets out t…
DIFC Arbitration Law
UNCITRAL Model Law based statute governing arbitrations seated in the DIFC and the recognition and enforcement of arbitral awards by the DIFC Courts, as amended in 2013 t…
Family Businesses Law
Lets a company majority-owned by one family register as a family business with the Ministry of Economy, adopt a family charter on ownership, valuation and profit distribu…
DIFC UBO Regulations
Made under Article 46 of the Operating Law, the Regulations require DIFC companies, partnerships, non-profits and foundations to identify, record and file their ultimate …
DIFC Operating Regulations
Made under Article 46 of the Operating Law, the Regulations govern issue and renewal of commercial and operating licences, restricted, short-term and qualified retail lic…
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