Florian Herkommer June 22, 2026June 22, 2026 The Dubai International Financial Centre (“DIFC”) is considering significant reforms to its Prescribed Company regime. If adopted, these changes would further expand access to DIFC holding structures and shift the regulatory focus from entry requirements towards ongoing oversight. Prescribed Companies have become an important structuring tool for investors, family offices and multinational groups seeking a cost-efficient holding vehicle within a leading common law jurisdiction. The proposed reforms build on the substantial changes introduced in 2024 and reflect the DIFC’s ambition to strengthen its position as a global hub for wealth structuring. What Is a DIFC Prescribed Company? A DIFC Prescribed Company is a private company limited by shares that serves as the DIFC’s version of a Special Purpose Vehicle (“SPV”). Prescribed Companies are typically used as a passive holding vehicle and may not engage in operational business and are not permitted to employ staff. Common use cases include: holding shares in subsidiaries or joint ventures; owning real estate or intellectual property; supporting family wealth and succession planning; and facilitating financing transactions. One of the key attractions of Prescribed Companies is their “light-touch” regulatory framework. Compared to ordinary DIFC entities, they benefit from reduced incorporation and licensing fees as well as certain compliance exemptions. In particular, Prescribed Companies are generally exempt from the requirement to file audited financial statements with the DIFC Registrar, although they must still maintain adequate accounting and file annual confirmation statements with the DIFC Registrar, confirming key corporate information and continued compliance with the applicable regulatory requirements. The Evolution of the DIFC Prescribed Company Regulations The Prescribed Company regime was first introduced in 2019 as a cost-effective SPV framework within the DIFC. However, access to the regime was initially limited to applicants with a clear DIFC or GCC nexus or those pursuing specific qualifying purposes. Under the original framework, a Prescribed Company could generally only be established if it was controlled by a qualifying applicant, such as a GCC person (natural person who is a citizen of a GCC Member State) or DIFC entity, or if it served a qualifying purpose, such as structured financing. The regime evolved through amendments in 2020 and 2022, culminating in the DIFC Prescribed Company Regulations 2024, which came into force on 15 July 2024. The 2024 Regulations significantly broadened access to the regime by introducing new qualifying routes, including: holding GCC Registrable Assets, such as real estate, shares or intellectual property; and the Corporate Service Provider (“CSP”) Director Requirement, allowing applicants without a GCC or DIFC nexus to establish a Prescribed Company through an approved CSP. At the same time, the DIFC reinforced the passive nature of Prescribed Companies by expressly prohibiting them from employing staff or conducting operational business activities. Who Can Establish a Prescribed Company Today? Under the current DIFC Prescribed Company Regulations 2024, an applicant must satisfy at least one of several qualifying criteria. A Prescribed Company may currently be established if it is: controlled by one or more GCC Persons; controlled by a DIFC Registered Person; controlled by an Authorized Firm regulated by the DFSA or a recognized regulator; established to hold or control one or more GCC Registrable Assets; established for a Qualifying Purpose, such as structured financing, aviation, maritime or intellectual property structures; or established through the CSP Director Requirement. The CSP Director Requirement is particularly significant. It enables investors with no GCC or DIFC nexus to establish a Prescribed Company, provided that one of its directors is an employee of an approved DIFC Corporate Service Provider. The Proposed Reforms: A Fundamental Shift in the Prescribed Company Regime On 30. April 2026, the Dubai International Financial Centre Authority (“DIFCA”) released Consultation Paper No. 1 of 2026, proposing further refinement of the Prescribed Company framework. The public consultation period concluded on 2. June 2026. DIFCA will now review the feedback received and consider whether any further refinements to the proposed amendments are required. Once finalized, the proposed regulations will be enacted and will come into force on a date to be specified and published by DIFCA. If implemented in their proposed form, the reforms would fundamentally change how Prescribed Companies are established and supervised. The proposed changes reflect a broader regulatory shift by moving away from entry-based eligibility criteria towards ongoing supervision and accountability. Open Access to the DIFC SPV Regime The most significant proposed change is the removal of the existing eligibility tests. Subject to certain exceptions, applicants would no longer need to demonstrate a GCC nexus, hold GCC assets or satisfy a qualifying purpose. This would significantly broaden the appeal of the DIFC Prescribed Company as a global holding vehicle. By way of example, under the proposed framework, an investor from Europe could establish a DIFC Prescribed Company to hold investments in Africa or Asia without requiring any connection to the GCC. Global Applicability By removing geographic restrictions and eligibility requirements, the proposed regime seeks to position the DIFC as an internationally competitive jurisdiction for holding structures and SPVs. The reforms would therefore further strengthen the DIFC’s position alongside other leading structuring jurisdictions and potentially attract a broader range of international investors, family offices and multinational groups. Mandatory CSP Oversight The proposed reforms would replace entry-stage qualification with ongoing oversight through regulated CSPs. Under this model, non-exempt Prescribed Companies would be required to appoint a DIFC-regulated CSP. The CSP would act as the primary interface with the DIFC Registrar and assume various compliance and administrative functions. This approach aligns with international trends towards enhanced transparency, anti-money laundering controls and ongoing compliance monitoring. Exempt Prescribed Companies Not all Prescribed Companies would be subject to the proposed mandatory CSP requirement. Certain categories of entities may qualify as exempt Prescribed Companies. The categories currently contemplated include: DIFC Registered Persons; DFSA Authorised Firms; Government Entities; and publicly listed entities. Such entities are already regulated or subject to extensive governance requirements, reducing the need for additional CSP oversight. However, the exact scope of the exemptions and their final form remain subject to the outcome of the legislative process. Practical Implications The proposed reforms could have significant implications for investors, family offices, multinational groups and professional advisors. Greater Accessibility The removal of qualifying criteria would make DIFC Prescribed Companies accessible to a much wider range of users. This may be particularly attractive for international investors seeking a stable common law jurisdiction for holding structures without requiring a GCC connection. Enhanced Governance and Bankability Mandatory CSP oversight may increase confidence among banks, counterparties and institutional investors. From a practical perspective, professionally administered structures are often viewed as more robust from a compliance and due diligence perspective. This may improve the bankability and acceptance of DIFC Prescribed Companies in cross-border transactions. New Structuring Opportunities The reforms may create new opportunities for cross-border asset holding, family office structures and international investment vehicles. Combined with the DIFC’s broader legal infrastructure, including foundations, trusts and family arrangements, the reformed Prescribed Company regime could significantly expand the DIFC’s attractiveness as a wealth and structuring hub. Conclusion Since its introduction, the Prescribed Company regime has evolved from a niche vehicle available primarily to DIFC and GCC participants into an increasingly flexible international structuring tool. The 2024 Regulations significantly broadened access to the regime, while the current reform proposals may take this process even further. By replacing restrictive entry requirements with ongoing regulated oversight, the DIFC appears to be pursuing a model that combines accessibility with accountability. If adopted, the reforms could further strengthen the DIFC’s position as a leading jurisdiction for holding structures, private wealth planning and cross-border investments. These amendments align the Prescribed Company regime with the recently introduced DIFC Variable Capital Company Regulations 2026 (LINK article), reflecting the criteria for establishing such entities and the expanded role of CSPs. For investors and advisors alike, the message is clear. The DIFC Prescribed Company regime is evolving rapidly and may soon become one of the most flexible and internationally accessible SPV frameworks.
