How Do The DIFC Prescribed Company Regime Amendments Open The Door To Wider Eligibility?

For many years, the DIFC Prescribed Company regime has provided investors, family offices and businesses with a cost-effective and efficient special purpose vehicle (SPV) structure for holding investments and other assets. However, access to the regime has historically been limited to applicants satisfying specific eligibility criteria, including prescribed ownership requirements, qualifying asset classes or approved use cases.

The Prescribed Company Regulations 2026, which came into effect on 24 July 2026, introduces the most significant changes to the regime since its inception. By replacing eligibility requirements with a governance-focused framework, the amendments make it easier for a broader range of applicants to establish a Prescribed Company in the DIFC, thereby creating new opportunities to access a streamlined and cost-effective holding vehicle.

At the same time, the new framework places greater emphasis on governance and oversight, requiring non-exempt prescribed companies to appoint a Dubai Financial Services Authority (DFSA) regulated corporate service provider. This aims to maintain the integrity of the regime while increasing flexibility for market participants seeking a DIFC presence.

What were the previous eligibility requirements?

Under the DIFC Prescribed Company Regulations 2024, a Prescribed Company was generally required to satisfy either one of a number of qualifying conditions.

These included circumstances where the Prescribed Company was controlled by:

• a GCC Person, including GCC nationals, entities controlled by GCC nationals, GCC-listed companies or GCC government entities
• an Authorised Firm
• a DIFC Registered Person (other than another Prescribed Company or a non-profit incorporated organisation)

Alternatively, a Prescribed Company could also qualify where it was established to:

• hold legal title to, or control, one or more GCC Registrable Assets; or
• carry out a recognised qualifying purpose, including:
  • structured financing
  • intellectual property holding
  • aviation structures
  • maritime structures
  • crowdfunding structures

Removal of the qualification requirements

The Prescribed Company Regulations 2026 remove these qualification requirements for DIFC Prescribed Companies entirely.

As a result, establishing a DIFC Prescribed Company will no longer depend on the location of assets, the existence of a GCC connection or the ability to satisfy a specific DIFC nexus test. Assets held through a Prescribed Company may now be located in any jurisdiction.

This expansion significantly broadens the potential applications of the regime. Family offices, private investment structures, real estate holding vehicles and multinational groups may now be able to access the benefits of the DIFC Prescribed Company regime, even where the regime may previously not have been available.

What should existing Prescribed Companies do now?

The amendments are relevant not only for new incorporations but also for existing Prescribed Companies licensed in the DIFC.

Existing non-exempt Prescribed Companies should assess whether they qualify for an available exemption under the updated framework. Where no exemption applies, a DFSA-regulated corporate service provider must be appointed.

Why investors continue to use DIFC Prescribed Companies

While the eligibility requirements have changed, the core purpose of a DIFC Prescribed Company remains the same. A Prescribed Company is intended to operate as a passive holding vehicle rather than an entity carrying on active commercial operations. It continues to provide an efficient platform for holding and administering assets within a recognised international financial centre.

Clients commonly use these vehicles to:

• hold shares in operating companies
• support family wealth and succession planning structures
• hold real estate assets
• own and manage intellectual property
• hold investment portfolios holding vehicles
• facilitate group reorganisation and asset consolidation projects

Combined with the DIFC's established legal framework, independent courts and business-friendly environment, the updated regime continues to offer an attractive structuring solution for a wide range of cross-border investment and asset-holding arrangements.

How Walkers Professional Services can help

The introduction of the new governance requirements means existing and prospective Prescribed Company owners may now need additional support to assess their obligations and maintain compliance.

Walkers Professional Services (Middle East) Limited (WPS) is a DFSA-regulated corporate service provider and can support clients with the implementation and ongoing administration of Prescribed Companies under the updated regime.

We can assist with:

• assessing whether an existing Prescribed Company qualifies for an exemption
• facilitating corporate service provider appointments and transition requirements for non-exempt Prescribed Companies
• providing registered office address services for non-exempt Prescribed Companies
• meeting ongoing governance, compliance and corporate administration requirements
• incorporating new Prescribed Companies and acting as the corporate service provider from inception

Whether you are reviewing an existing structure or considering incorporating a new entity in the DIFC, our team can help. To discuss how the changes may affect your existing structure or proposed DIFC Prescribed Company, please contact a member of the WPS team.