Dubai International Financial Centre (DIFC) strengthens SPV structuring advantage

DIFC has expanded its Prescribed Company regime under new regulations enacted on 24 July 2026, removing the previous eligibility requirements for establishing SPVs.

Prescribed Companies are now open to any applicant, although most will need to appoint a DIFC-licensed Corporate Services Provider (CSP).

Who can now establish a DIFC Prescribed Company?

Previously, an applicant had to meet one of the qualifying routes in the regulations, such as having certain connections to DIFC or the GCC or establishing the company for a specified qualifying purpose.

With those restrictions removed, investors can now consider a DIFC Prescribed Company on the basis of whether it suits the structure they want to create.

This opens the regime to families, investors and international groups whose proposed structures may not have qualified previously. The question now is whether a Prescribed Company is suitable for what they want to do.

What can a Prescribed Company be used for?

It remains a passive holding and structuring vehicle for uses such as holding assets or investments, family or corporate ownership structures and financing arrangements.

As a passive vehicle, it cannot employ staff or carry on normal business operations, while any use in connection with Financial Services remains subject to the relevant DFSA rules.

So while access to the regime is much wider, the purpose of the vehicle has not changed.

Most PCs will need a Corporate Services Provider

DIFC prescribed company regulations require the appointment of a DIFC-licensed CSP in most cases.

The CSP handles the company’s main administrative dealings with the DIFC Registrar of Companies, including filings and record keeping. It can also provide the PC’s registered office in DIFC, so the company does not need to lease its own premises.

Exemptions from the mandatory CSP requirement mainly cover PCs controlled by certain DIFC-registered or regulated entities, government entities or publicly listed companies.

For other applicants, appointing a CSP is now part of using the Prescribed Company regime.

What does an existing prescribed company need to do?

The CSP requirement also affects Prescribed Companies that were established before the new regulations took effect.

Existing PCs first need to establish whether they qualify for an exemption. If they do not, they have six months from 24 July 2026 to appoint a DIFC-licensed CSP, giving them until 24 January 2027.

A PC that already uses a DIFC-licensed CSP may require little practical change, but the existing arrangement should be checked against the new requirements.

Failure to appoint a CSP where required can result in a fine of up to USD20,000. The Registrar can also revoke the company’s Prescribed Company status.

What does the change mean for new structures?

For new applicants, the main effect is greater choice. A family considering a DIFC vehicle to hold investments, for example, no longer needs to fit the structure within one of the previous eligibility routes. The same applies to international investors considering a PC as part of a wider ownership structure.

The vehicle still needs to suit its intended purpose. If the company will employ people or carry out normal business operations, a Prescribed Company will generally not be appropriate.

The tax position also needs to be considered on its own facts. Opening the PC regime to more applicants does not create a new UAE Corporate Tax treatment or guarantee a particular international tax outcome.

The change is therefore a significant expansion of who can use a DIFC Prescribed Company, rather than a change in what the vehicle itself is designed to do. For existing PCs, the more immediate question is whether a CSP must be appointed before 24 January 2027.

Support for DIFC PC

Sovereign PPG are a registered corporate service provider in the DIFC. We support new and existing DIFC prescribed companies, family offices and all types of private and commercial entities. As a CSP we provide services for ongoing corporate administration, company’s ongoing governance to align with DIFC companies law and a broader range of services through the establishment process, maintaining accounting records and company structuring.