DIFC announces consultation of new Variable Capital Company regulations

Dubai International Financial Centre (DIFC) proposes to enact new Variable Capital Company (VCC) Regulations. The proposed regulations seek to significantly enhance investment structuring and asset management options for proprietary investment in the DIFC.

Jacques Visser, Chief Legal Officer at DIFC Authority, said: “DIFC Authority is pleased to announce the public consultation for our new Variable Capital Company Regulations. The proposed regime offers a unique vehicle with flexible share capital structuring for proprietary investment activities.”

The proposed VCC framework is designed to accommodate proprietary investment activities and will not require DFSA authorisation or a requirement for a regulated fund manager, unless the vehicle engages in regulated financial services activities. This positions the VCC as an efficient vehicle for investors seeking the benefits of collective investment activity, or segregated investment strategies, whilst leveraging the flexibility and reduced procedural requirements for managing share capital.

Key features of the proposed VCC Regulations include: Structure: A VCC may be established as a standalone company, or an umbrella structure with either incorporated or segregated cells.Flexible Share Capital: Share capital is equal to net asset value, providing flexibility for issuing and redeeming shares and enabling efficient capital inflows and outflows.Distributions: A VCC is not restricted to paying dividends out of its profits but can make distributions from capital based on the VCC’s (or relevant Cell’s) net asset value.Asset segregation: A VCC enables segregation of assets and investment strategies through incorporated or segregated cells, facilitating different risk profiles and the ringfencing of asset liability, whilst allowing for economies of scale through centralised management and oversight.

The proposed VCC model will be of particular interest to family-owned businesses, high-value multi asset holdings and complex proprietary investment portfolios, such as secondaries structures, that wish to benefit from consolidated management and the structuring options and flexibility that a VCC provides.

Meanwhile, Wealthbrix Capital Partners Limited, a newly launched independent wealth management firm, today announced its official market entry from Dubai International Financial Centre (DIFC), the leading global financial hub in the Middle East, Africa and South Asia (MEASA region). Founded by a team of seasoned professionals from private banking and asset management, the firm brings together over 150 years of collective leadership experience and a track record managing more than USD30 bn in AUM from Middle Eastern, Asian, and European clients.

Wealthbrix enters the market with a clear purpose: to deliver a client-first approach to wealth management that is independent, holistic, and agile - reflecting the ambitions of global upwardly mobile wealth creators and the shifting centre of gravity in global capital.

“This is the Dubai moment - an inflection point where global capital, regional ambition, and client expectations are converging,” said Dr. Hamad Buamim, Chairman of the Advisory Board, Wealthbrix Capital Partners Limited. “Today’s wealth creators want more than access to products. They expect a partner who can build and preserve their legacy, support their ambitions, and provide unbiased, high-impact advice.”

This launch comes at a pivotal moment for wealth managers. An estimated USD85-100 tn in global wealth is expected to change hands by 2050 in what is being called the ‘Great Wealth Transfer’ – including approximately USD1 tn in the GCC alone. This represents an unprecedented opportunity driven by next gen millionaires. This is juxtaposed by the UAE benefitting from this seismic shift, with more than 6,700 new millionaires having relocated to Dubai in 2024 alone, over 68,000 HNWIs and UHNWIs now based in the country, and more than 30,000 expected to arrive over the next five years, solidifying the UAE’s status as a leading global hub for the new generation of high-net-worth individuals.

A growing share of global capital is concentrated in two fast-expanding, high-growth segments: Mid-Tier Millionaires (MTMs) with investable assets between USD5 mn and USD30 mn, and UHNWIs with over USD30 mn. MTMs alone account for nearly USD55 tn in global wealth and are growing faster than the broader HNWI population. Often self-made and globally mobile, many in this group sit between upper-tier affluent and ultra-high-net-worth tiers - requiring a more tailored and sophisticated approach than standardised models typically provide. Meanwhile, the UHNWI population is projected to surge by 38 per cent over the next five years, with Asia and the Middle East driving the fastest growth globally.

Together, MTMs and UHNWIs represent a rapidly expanding opportunity - one that sits at the heart of Wealthbrix’s mission. These clients demand more than transactional advice; they seek a holistic approach that reflects their ambitions. This is where Wealthbrix steps in: bridging the gap between legacy models and modern client expectations through an independent platform that combines global structuring expertise with regional insight. Whether it’s wealth preservation, succession, asset diversification, or fundraising, Wealthbrix is purpose-built to meet the needs of this influential and under-served segment.

WAM