New regulations issued by DMCCA under Law No. (3) of 2020 creating a foundations regime in the DMCC free zone: registration, charter, council, beneficiaries, asset management, compliance duties, penalties, striking off and dissolution. They come into force on an effective date notified by DMCCA; DMCC announced the regime on 23 September 2026.
The DMCCA Foundations Regulations 2026 create a foundation regime inside the DMCC free zone, giving private clients a Dubai alternative to the RAK ICC, DIFC and ADGM foundation laws. They are issued by the DMCC Authority under Law No. (3) of 2020 (Article 32.2) and, under Article 32.3, come into force on the effective date notified by DMCCA; the text itself carries no commencement date, so the regime is live only from that notification. The 32 articles borrow the DMCC Company Regulations 2024 for accounts, licence termination and contraventions, and refer disputes to the Court, defined as the DIFC Courts unless DMCCA specifies otherwise, with arbitration available under Article 31.
Article 3 makes a foundation a DMCC establishment with legal personality separate from its founder, councillors, guardian and beneficiaries. Article 4 sets the registration application: a charter signed by each founder, a declaration of compliance, the confidential disclosed information (councillors, guardian, named beneficiaries and the beneficial owners of any corporate founder), a beneficial ownership statement under Cabinet Decision No. (109) of 2023, and any registered agent. Article 5 keeps the Register of Foundations and allows disclosure of the confidential information to regulators; changes must be notified within 14 business days. Article 6 permits any lawful objects but bars non-profit activity unless the Registrar directs otherwise. Article 7 requires a licence, a name ending in Foundation FZCO, a registered office in the DMCC free zone and, optionally, a single registered agent whose address may serve as the registered office.
Article 8 lists the charter contents and gives the regulations precedence over any inconsistent charter term. Article 11 sets initial assets of at least USD 100. Article 13 allows the charter or by-laws to reserve to the founder or another person the powers to amend the charter, change objects, dissolve, direct investments, appoint and remove councillors, guardians and beneficiaries, and petition for dissolution, with any asset disposition still passing through a council resolution. Article 14 requires a council of at least two councillors; Article 16 makes a guardian optional while a founder survives and mandatory afterwards, and bars a councillor or sole beneficiary from the role. Article 20 defines beneficiaries by name or class, denies them any right in specie to foundation assets and protects undistributed entitlements from their creditors.
Article 23 vests full legal and beneficial title in the foundation and protects endowments from foreign forced heirship rules and foreign judgments, Article 24 protects them from a founder's later insolvency unless the court finds the founder was insolvent or intended to defraud creditors at the time of transfer, with the burden on the creditor, and Article 25 bars challenges after three years. Article 21 applies the company accounts and audit rules by analogy, Article 26 governs dissolution and liquidators, Article 27 licence suspension, termination and strike-off, and Article 28 fines and sanctions at DMCCA's discretion.
Foundations registered in the DMCC free zone and their founders, councillors, guardians, designees, beneficiaries, representatives, registered agents and auditors; creditors and heirs who seek to challenge an endowment; DMCCA and the Registrar; and the DIFC Courts as the designated court for foundation disputes unless DMCCA specifies another.
| Article 3 | A foundation is a DMCC establishment under Law No. (3) of 2020, a legal entity separate from each founder, councillor, guardian and beneficiary, with the capacity, rights and privileges of a natural person so far as needed for its objects. |
| Article 4 | Registration requires an application signed by each founder with the charter, a declaration of compliance, the confidential disclosed information, a statement of beneficial ownership and control under the Beneficial Ownership Rules, details of any registered agent and the fee; the foundation exists once the Registrar issues the certificate. |
| Article 6 | A foundation may have any lawful objects, including managing and distributing its assets and income under its charter, but may not carry on unlawful activity or the objects of a non-profit organisation unless the Registrar directs otherwise in writing. |
| Article 7 | A foundation must hold a valid licence, use a name ending in Foundation FZCO in full on all documents, keep a registered office in the DMCC free zone, and may appoint one registered agent whose address can be the registered office; changes of agent or address are notified within 14 business days. |
| Article 8 | The charter, in English or an approved language, must state the name, objects, initial assets, founders, registered office and any term or dissolution trigger, and may provide for the council, beneficiaries, guardian, designee, by-laws, reserved powers, auditor, amendments and continuation; the regulations prevail over any inconsistent charter term. |
| Article 11 | The charter must require initial assets of at least USD 100 or the equivalent in an approved currency, may provide for supplementary assets, and a recorded undertaking by a founder or other person to endow assets is enforceable by the foundation. |
| Article 13 | The charter or by-laws may reserve to the founder or any other person the powers to amend or revoke the charter or by-laws, change objects or dissolve, direct investments, appoint and remove councillors, guardians and beneficiaries, vary beneficiary rights, petition for dissolution and continue an overseas foundation into DMCC, with dispositions of assets still made by council resolution. |
| Article 14 | A foundation must have a council of at least two councillors, who may be a founder, a legal person or a natural person over 18 who is not a dishonesty offender in the past ten years, disqualified, an undischarged bankrupt or unsuitable; the council furthers the objects and manages the assets. |
| Article 16 | A guardian may be appointed while a founder survives and must be appointed once no founder survives, failing which a councillor applies to the Court within 14 business days; a guardian may not be a councillor or a sole beneficiary. |
| Article 20 | Beneficiaries are identified by name or by class or relationship, may be added, removed or excluded as the charter or by-laws provide, have no rights in specie against foundation assets despite any foreign law, and their undistributed entitlements cannot be taken by their creditors. |
| Article 23 | Assets transferred to a foundation vest in it with full legal and beneficial title and cease to be the founder's property; transfers are not void or voidable under foreign forced heirship rules or other foreign law, and a foreign judgment inconsistent with this is not recognised or enforced. |
| Article 24 | A foundation or a transfer to it is not set aside because of a founder's later bankruptcy or insolvency, unless the Court finds the founder was bankrupt or insolvent or intended to defraud a creditor at the time of the transfer, in which case it may void the transfer to the extent of that creditor's claim, with the burden on the creditor. |
Article 28 lets DMCCA impose, at its absolute discretion, a sanction and a fine or penalty up to the amount it specifies from time to time on any person who contravenes the regulations or any other DMCC rule, policy or decision, and extends liability to anyone knowingly concerned in a contravention. Article 27 allows DMCCA to suspend or terminate a foundation's licence for breach or on any termination ground in the company regulations, after which the foundation must cease operations immediately, and to strike it off the Register after a strike-off notice. Article 7.14 makes failure to replace a registered agent or notify a new registered office a sanctionable contravention, and Article 30 covers false or misleading information.
We already act as registered agent in DMCC and administer foundations in RAK ICC, so this regime gives our private clients a Dubai foundation option we can service from the same office, with the registered office at our address under Article 7.10 and our team filling the registered agent role. In structuring work we match the client's objectives to Article 13, reserving to the founder only the powers that will not undermine the asset protection in Articles 23 and 24, and we draft the charter so that the council has at least two councillors and a guardian is lined up before the founder's death triggers Article 16.2. We explain the limits candidly: a transfer made while insolvent or to defraud a creditor can be unwound within the Article 25 three-year window, and the regime is live only from the commencement date DMCCA notifies, which we are tracking. We do not form trusts; the foundation is the vehicle we offer.
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