DIFC Regulations of 2026 · DIFC
Made under Articles 132 and 151 of the Companies Law 2018, the Regulations let eligible applicants incorporate or continue a DIFC Prescribed Company limited to holding-company activity, with reduced fees (USD 100 incorporation, USD 1,000 licence, USD 300 confirmation statement) and exemptions for crowdfunding and structured-financing structures; no fund may be established without DFSA authorisation. Replaces the 2024 version.
The Prescribed Company Regulations 2026 are made by the Board of Directors of the DIFCA under Articles 132 and 151 of the Companies Law and govern the DIFC's low-cost holding vehicle, the Prescribed Company. The current text is Consolidated Version No. 5, in force on 24 July 2026, which replaces the 2024 Regulations. A Prescribed Company is incorporated or continued under Article 132 of the Companies Law and, except where the Regulations say otherwise, the Companies Law, Operating Law and Insolvency Law apply to it as if it were a Private Company (Regulation 2).
The 2026 text drops the earlier qualifying-applicant and qualifying-purpose gateway and replaces it with a service-provider model. Unless it is an Exempt PC, a Prescribed Company must appoint a Corporate Service Provider, meaning a company services provider registered with the DFSA as a DNFBP, to act for it (Regulation 3.1); companies formed before 24 July 2026 had six months to comply. An Exempt PC is one controlled by a DIFC Registered Person, an Authorised Firm, a Government Entity or a Publicly Listed Entity. The licence is restricted to the activity of a holding company (Regulation 3.5.2) and the name must end with 'Limited' or 'Ltd.' (Regulation 3.4). A Prescribed Company may not establish a Fund without DFSA authorisation, while Crowdfunding and Structured Financing vehicles get relief from the 50-shareholder cap and the ban on public offers (Regulation 3.2).
Part 4 fixes the operating model. The registered office must be that of the Corporate Service Provider or, for an Exempt PC, of an Affiliate (Regulation 4.1). The Operating Law duty to carry on the principal business in the DIFC and the Companies Regulations duty to establish operations there do not apply (Regulation 4.2), and the company may not maintain a workforce through employees or any other arrangement (Regulation 4.3). Accounts follow the Companies Law, but a Structured Financing vehicle is exempt from audit and filing, and a Crowdfunding Structure with turnover of not more than USD 5,000,000 is exempt even with more than 20 shareholders (Regulation 4.4). The Confirmation Statement must state whether the company is an Exempt PC (Regulation 4.5).
Part 5 sets the Corporate Service Provider's duties: lodging all filings and fees, keeping copies of the company's records and representing it before the Registrar (Regulation 5.1); a provider that ceases to act must notify the Registrar within ten days and keep the records for six years (Regulation 5.2). The Registrar may revoke Prescribed Company status for non-compliance, after which all concessions are lost (Regulation 6). Appendix 1 fees replace the ordinary ones: USD 100 to incorporate, USD 1,000 for the licence and each renewal, USD 300 for the Confirmation Statement, and USD 1,000 to continue into or transfer out of the DIFC. Appendix 2 fines run up to USD 100,000.
Anyone applying to incorporate or continue a Prescribed Company in the DIFC, every existing Prescribed Company, the DFSA-registered Corporate Service Providers they must appoint, Exempt PCs controlled by DIFC Registered Persons, Authorised Firms, governments or listed entities, and the Registrar of Companies.
English official text in 23 provisions. Open the full text or jump to a provision:
| Regulation 2 | A Prescribed Company is incorporated or continued under Article 132 of the Companies Law, and the Companies Law, Operating Law and Insolvency Law apply to it as if it were a Private Company except where the Regulations provide otherwise. |
| Regulation 3.1 | Unless it is an Exempt PC, a Prescribed Company must appoint a Corporate Service Provider registered with the DFSA as a DNFBP to act for it; a company incorporated before 24 July 2026 had six months to do so, and failure carries a fine of up to USD 20,000. |
| Regulation 3.2 | A Prescribed Company may not establish a Fund without DFSA authorisation; a Crowdfunding Structure is exempt from the 50-shareholder cap, and a Structured Financing vehicle offering securities to facilitate a bond or sukuk issue is not a Public Company and is exempt from Article 42 and the 50-shareholder cap. |
| Regulations 3.3–3.5 | The application follows the Private Company procedure, the name must end with 'Limited' or 'Ltd.', and the Registrar confirms permission in writing with the licence effective date and any conditions; the licence is restricted to the activity of a holding company. |
| Regulation 4.1 | The registered office must be that of the appointed Corporate Service Provider or, for an Exempt PC, that of an Affiliate, with the provider's or Affiliate's written consent in the Registrar's prescribed format. |
| Regulations 4.2–4.3 | Article 13(3) of the Operating Law (principal business in the DIFC) and Regulation 2.1.4 of the Companies Regulations (establishing operations) do not apply, and a Prescribed Company may not maintain a workforce through employees or any other arrangement. |
| Regulation 4.4 | Accounting records and accounts follow the Companies Law; a Structured Financing vehicle is exempt from audit and filing, and a Crowdfunding Structure with consolidated turnover of not more than USD 5,000,000 is exempt from audit and filing even with more than 20 shareholders. |
| Regulation 4.5 | The Confirmation Statement must meet the Private Company requirements and confirm whether the company is an Exempt PC; a Corporate Service Provider filing it as agent may require board self-certification and is not liable to the Registrar if it acted with due care. |
| Regulation 5.1 | The Corporate Service Provider must lodge every document, form and fee, make every filing the company owes the Registrar, keep current copies of its records, and may represent it before the Registrar, who may communicate with the provider alone; the company must give the provider the information it needs or face a fine of up to USD 100,000. |
| Regulation 5.2 | A provider that ceases to act must file a Cessation Notice within ten days naming any replacement, keep the company's records for six years, and remains its registered office until a replacement consents, a new office is notified or the company is wound up or struck off. |
| Regulation 6 | For any non-compliance the Registrar may, after the Decision Making Procedures and notice to the DFSA where relevant, revoke Prescribed Company status, after which the company loses every exemption and fee concession and must meet the full Relevant Laws. |
| Schedule (Appendix 1) | Fees payable instead of the ordinary ones: USD 100 to incorporate, USD 1,000 for the grant or renewal of a licence, USD 300 to lodge a Confirmation Statement, USD 1,000 to continue into the DIFC and USD 1,000 to transfer incorporation out. |
Appendix 2 sets maximum administrative fines: USD 20,000 for failing to appoint a Corporate Service Provider (Regulation 3.1.1), USD 100,000 for a Prescribed Company that fails to make documents and information available to its provider (Regulation 5.1.2) and USD 2,000 for a provider that fails to file the Cessation Notice within ten days (Regulation 5.2.2). Beyond fines, the Registrar may revoke Prescribed Company status for any non-compliance, stripping the company of all exemptions and fee concessions (Regulation 6), and the general Companies Law and Operating Law fines continue to apply.
Prescribed Companies are the DIFC holding vehicle we structure most often for families, investors and SPV users, and the 2026 text changed the entry route. Eligibility no longer turns on the applicant's profile; it turns on appointing a Corporate Service Provider registered with the DFSA as a DNFBP, which also supplies the registered office. Polaris is not a registered CSP in the DIFC, so we do not fill that role ourselves: we design the structure, prepare the Private Company application pack under Regulation 3.3, appoint and coordinate a DFSA-registered provider for the Regulation 3.1 appointment and registered office, and run the shareholder, director and UBO documentation behind it. We tell clients at the outset that the licence covers holding activity only, that the company cannot employ anyone (so visas sit elsewhere), and that the Regulation 5.1.2 duty to feed the provider information carries a USD 100,000 fine. The USD 100 incorporation and USD 1,000 licence fees are the figures in our quotes.
| Repeals | Prescribed Company Regulations 2024 |
| Cites | DIFC Insolvency 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.
DIFC Companies Law
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DIFC Companies Regulations
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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 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…
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 VCC Regulations
Made under Articles 132 and 151 of the Companies Law 2018, the Regulations create the Variable Capital Company, a private company with segregated or incorporated cells wh…
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 Insolvency Law
Repeals and replaces the Insolvency Law 2009 and provides for rehabilitation of distressed DIFC companies (including an administration regime), company voluntary arrangem…
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