DIFC enacts new prescribed company regulations:

What the new regulations mean for investors, family offices and corporate structuring

DIFC expands prescribed company regime: What the new regulations mean for investors, family offices and corporate structuring
Author: Huzaifa Haider

Dubai International Financial Centre (DIFC) has introduced significant reforms to its Prescribed Company (PC) Regulations, effective 24 July 2026. The updated regulations are designed to broaden access to Prescribed Companies, enhance flexibility for ownership and structuring arrangements, and strengthen governance through a formal Corporate Service Provider (CSP) framework.

Historically, the Prescribed Company regime was only available to applicants meeting specific qualifying criteria. Under the revised Regulations, these eligibility requirements have been removed, allowing a significantly wider range of applicants to establish or continue a Prescribed Company in the DIFC.

The changes reinforce DIFC's position as a leading jurisdiction for holding and structuring vehicles while maintaining its high standards of transparency, governance and regulatory integrity.


What is a Prescribed Company?

A Prescribed Company (PC) is a DIFC-incorporated entity established primarily for holding and structuring purposes. It is commonly used as a passive vehicle for owning investments, shares, real estate and other assets.

Prescribed Companies are frequently utilised for:
  • Investment holding structures
  • Family office and private wealth arrangements
  • Family business ownership structures
  • Succession planning and asset protection structures
  • Joint venture vehicles
  • Financing and structured finance transactions
  • Cross-border holding arrangements
The Regulations continue to require Prescribed Companies to remain passive in nature and prohibit them from employing staff or conducting operational business activities.


BDO Spotlight: Key Changes Under the 2026 Regulations

 
Area Previous Regime New 2026 Position BDO Comments
Eligibility Limited to qualifying applicants Open to any applicant Significantly broadens access to the regime
Corporate Service Provider (CSP) Not mandatory in all cases Mandatory for most PCs unless exempt Enhances governance and compliance oversight
Regulatory Framework Qualification-based model Compliance-led model Balances accessibility with regulatory integrity
Holding and Structuring Uses Permitted Continues to be permitted Core purpose remains unchanged
Financial Services Related Structures Limited guidance Expressly recognised subject to applicable DFSA requirements Greater legal clarity
Regulatory Interaction Company-led CSP acts as principal liaison with the Registrar Streamlined compliance administration


Expanded Access to the Prescribed Company Regime

One of the most significant changes introduced by the revised Regulations is the removal of the historical eligibility requirements previously applicable to Prescribed Companies.

The updated framework now permits virtually any individual, family office, investment structure or corporate group to establish or continue a Prescribed Company in DIFC, provided the applicable requirements are satisfied.

This expansion substantially increases access to DIFC's legal and regulatory framework for holding and structuring purposes while maintaining appropriate safeguards through ongoing compliance obligations and oversight.


Introduction of the Corporate Service Provider Framework

A key feature of the new regime is the formal introduction of a statutory Corporate Service Provider (CSP) requirement.

Unless a Prescribed Company qualifies as an Exempt PC, it must appoint a DIFC-licensed CSP to act on its behalf in dealings with the DIFC Registrar of Companies. The CSP will serve as the primary administrative, compliance and regulatory interface for the Prescribed Company.

Key CSP responsibilities include:
  • Managing regulatory filings and submissions
  • Maintaining statutory records
  • Facilitating communication with the Registrar
  • Supporting ongoing compliance obligations
  • Maintaining corporate records and documentation
  • Assisting with governance and regulatory requirements
The introduction of CSPs reflects DIFC's objective of maintaining a proportionate compliance framework while expanding access to the regime.


Existing Prescribed Companies: Transitional Compliance Requirement

The new Regulations introduce important compliance obligations for existing Prescribed Companies.

Where a Prescribed Company was incorporated before 24 July 2026 and does not qualify as an Exempt PC, it must appoint a DIFC-licensed Corporate Service Provider within six months from the enactment date, unless a longer period is approved by the Registrar.

Failure to comply with the mandatory CSP requirement may result in administrative fines of up to USD 20,000.

Accordingly, existing non-exempt Prescribed Companies should proactively assess their compliance position and make arrangements to appoint a suitable DIFC-licensed CSP well before the applicable deadline.


Exempt Prescribed Companies

The Regulations recognise a category of Exempt PCs, which are generally Prescribed Companies controlled by:
  • DIFC Registered Persons
  • DFSA-authorised firms
  • Government entities
  • Publicly listed entities
These entities are exempt from the mandatory CSP appointment requirement, although they may voluntarily engage a CSP to undertake certain administrative and compliance functions.
 

Ongoing Compliance and Governance Requirements

While access to the regime has been expanded, Prescribed Companies remain subject to various ongoing compliance obligations.
These include:
  • Maintaining accounting records
  • Filing annual confirmation statements
  • Compliance with Ultimate Beneficial Ownership (UBO) requirements
  • Compliance with applicable AML and sanctions-related obligations
  • Maintaining a registered office in accordance with the Regulations
  • Satisfying all applicable governance and regulatory requirements
The Regulations also strengthen the Registrar's powers to request information and oversee compliance through the CSP framework.
 

BDO Insights

The revised Prescribed Company Regulations represent a significant enhancement of DIFC's corporate structuring framework. By removing historical eligibility restrictions and introducing a compliance-led Corporate Service Provider regime, DIFC has substantially broadened the accessibility of Prescribed Companies while maintaining appropriate regulatory oversight and governance standards.

The new framework is expected to be particularly attractive for family offices, high-net-worth individuals, family business groups, investment holding structures, financing transactions and cross-border ownership arrangements seeking a flexible and cost-effective DIFC vehicle.

Existing non-exempt Prescribed Companies should pay particular attention to the transitional compliance requirements and ensure that a DIFC-licensed Corporate Service Provider is appointed within the prescribed timeframe to avoid potential regulatory breaches and financial penalties.

BDO UAE can assist clients with evaluating the suitability of a Prescribed Company structure, incorporation and continuation applications, CSP arrangements, governance frameworks, ongoing compliance obligations and broader private wealth and corporate structuring requirements.

For more information on how the revised Prescribed Company regime may support your structuring objectives, please contact BDO UAE's Corporate Advisory Services and Private Client Services team.