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 the Registrar of Companies' objectives, inspection and direction powers, censures and the schedule of fines. Consolidated March 2024.
The Operating Law, DIFC Law No. 7 of 2018, is the licensing and registry statute for everyone doing business in the DIFC. Together with the Companies Law 2018 it repealed and replaced the Companies Law 2009 (Article 1), and the current text is the Consolidated Version of March 2024, as amended by DIFC Law No. 1 of 2024. It applies to any person who operates, conducts or attempts to operate or conduct business in or from the DIFC, without exempting DFSA-regulated firms from DFSA-administered legislation (Article 3). Part 2 appoints the Registrar of Companies and sets the Registrar's objectives, functions and powers.
Part 3 contains the core rules. No person may operate or conduct business in or from the DIFC unless incorporated, registered or continued under a Prescribed Law, exempt or holding a Permission (Article 8). Every Registered Person must maintain a valid Licence and conduct only the activities it permits; a Licence runs for 12 months and must be renewed with the fee, failing which an automatic fine applies, though the Registrar may accept a late renewal and waive it (Article 9). Names must not be misleading or conflicting (Articles 10 to 12). A Registered Person must at all times have a registered office in the Centre and carry on its principal business activity there unless the Registrar permits otherwise (Article 13), show its name and registered office on business letters and order forms (Article 14), notify the Registrar of any change in Registered Details or constitutional documents within 30 days (Article 15), and file a Confirmation Statement with the prescribed fee each time it renews its Licence, with an automatic fine for failure (Article 16). Registers kept outside the DIFC must be copied at the registered office and updated within 14 days of any change (Article 17).
Part 4 requires auditors of Registered Persons to be registered with the Registrar. Part 5 gives the Registrar powers of inspection, directions to comply (Article 31), strike-off where a Registered Person is not operating, is in contravention or its presence is prejudicial to the DIFC (Article 32), restoration (Article 33), a general contraventions provision (Article 34), administrative censures (Article 37) and fines up to the Schedule 2 maxima (Article 38). The Court may review the Registrar's decisions and order compensation for intentional, reckless or negligent breaches (Article 40).
Part 6 covers the DIFCA Board's power to make Regulations and the Registrar's governance, then the miscellaneous duties: every Registered Person must give the Registrar ultimate beneficial owner and nominee director information as prescribed in the Regulations (Article 61), disclose contraventions it becomes aware of (Article 62) and respect whistleblower protection (Article 64). Schedule 2 lists automatic fines of USD 25,000 for failing to renew a Licence and USD 10,000 for failing to file a Confirmation Statement, and administrative fines of up to USD 100,000. The Law is in force.
Every person operating or conducting business in or from the DIFC: companies, partnerships, foundations, non-profit organisations and recognised foreign entities registered under a Prescribed Law, holders of Licences and Permissions, their officers, auditors and employees, and the Registrar of Companies.
| Article 8 | No person may operate or conduct business in or from the DIFC unless incorporated, registered or continued under a Prescribed Law or other legislation administered by the Registrar, unless prescribed as exempt, exempted by the Registrar or holding a Permission; breach carries a fine of up to USD 50,000. |
| Article 9 | A Registered Person must maintain a valid Licence at all times and conduct only permitted activities; a Licence has effect for 12 months from issue and must be renewed with the fee, failing which an automatic fine of up to USD 25,000 applies, though the Registrar may grant a late renewal and waive the fine. |
| Articles 10–12 | A Registered Person may not use a misleading, deceptive or conflicting name and must change its name within 30 days if it becomes so, file a notification of any change of name within 30 days, and comply within 30 days with a Registrar's direction to change its name. |
| Article 13 | A Registered Person must at all times have a registered office in the Centre to which communications may be addressed, and must carry on its principal business activity in the DIFC unless the Registrar permits otherwise; each failure carries a fine of up to USD 25,000 and USD 15,000 respectively. |
| Article 15 | Any change in Registered Details on the Public Register, in constitutional documents or in the person authorised to accept service must be notified to the Registrar in writing within 30 days. |
| Article 16 | Every Registered Person must file a Confirmation Statement with the prescribed fee at the same time as it applies to renew its Licence; failure attracts an automatic fine of up to USD 10,000 and incorrect or misleading content a further fine of up to USD 10,000. |
| Article 17 | Registers and records required by a Prescribed Law are kept at the registered office or another place recorded in a decision filed within 30 days; copies of registers kept outside the DIFC must be held at the registered office and updated within 14 days of any change. |
| Article 32 | The Registrar may strike a Registered Person off the Public Register where it is not carrying on business, is contravening the Law or Regulations or its presence is prejudicial to the DIFC, after following the Decision Making Procedures, publishing notice and obtaining DFSA consent for DFSA-regulated persons; a Registered Person may also apply for its own strike-off. |
| Articles 37–38 | The Registrar may censure a person, including by published notice, for contravening legislation it administers, and may impose a fine not exceeding the Schedule 2 maximum for the contravention, following the Decision Making Procedures prescribed in the Regulations. |
| Article 40 | A person who intentionally, recklessly or negligently breaches a requirement under the Law or legislation administered by the Registrar is liable to compensate anyone who suffers loss, and the Court may order damages, compensation or recovery of property on the application of that person or the Registrar. |
| Article 61 | Every Registered Person and any other prescribed person must provide the Registrar with information on its ultimate beneficial owners and nominee directors and comply with the related requirements in the Regulations, with a fine of up to USD 25,000 for failure. |
| Articles 62 and 64 | A Registered Person or its auditor must disclose to the Registrar any matter tending to show a contravention of legislation the Registrar administers, and a person who in good faith reports a suspected contravention is protected from legal or contractual liability and detriment. |
Schedule 2 Part 1 sets automatic fines of up to USD 25,000 for failing to renew a Licence and USD 10,000 for failing to file a Confirmation Statement. Part 2 sets administrative fines of up to USD 100,000 for a general contravention of legislation administered by the Registrar, USD 50,000 for conducting business without permission or giving false information to the Registrar, USD 30,000 for breaching whistleblowing requirements, USD 25,000 for unpermitted activities, failing to keep a DIFC registered office, ignoring a Registrar's direction, obstructing an Inspector or UBO failures, USD 15,000 for naming breaches and failure to carry on principal business in the DIFC, USD 10,000 for a misleading Confirmation Statement and USD 2,000 for failing to notify a change in Registered Details. The Registrar may also censure or strike off, and Article 40 adds civil compensation.
The Operating Law is the source of the annual licence renewal and Confirmation Statement that every DIFC client renews through us, and of the automatic USD 25,000 and USD 10,000 fines that land if either is missed, so our compliance calendar for DIFC entities is built around the Article 9 and 16 dates. The Article 13 registered-office duty is met through the DIFC-registered provider we appoint and coordinate on the client's behalf, since Polaris does not provide an address in the Centre itself. Our secretarial team files every change in directors, shareholders, address or constitutional documents inside the 30-day window of Article 15, keeps the registers as Article 17 requires and submits the UBO and nominee-director filings under Article 61. When a client wants to exit the DIFC we use the Article 32(5) voluntary strike-off, and when a licence has lapsed we approach the Registrar for the late renewal and fine waiver under Article 9(12) before fines escalate.
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