New DIFC regulations further strengthen DIFC’s structuring advantage for SPVs

Dubai International Financial Centre (DIFC) today announced updates to the Prescribed Company (PC) Regulations, which are designed to broaden the use of PCs, DIFC’s equivalent of Special Purpose Vehicles or SPVs.

The updated PC Regulations significantly expand and simplify the existing PC regime, enhancing DIFC’s offering as a jurisdiction for efficient holding and structuring vehicles, while maintaining a proportionate approach to governance and regulatory oversight.

Jacques Visser, Chief Legal Officer at DIFC Authority, said, “The updated Prescribed Company Regulations demonstrate DIFC’s continued commitment to a responsive, flexible and business friendly legal framework. The enhanced regime broadens access to holding company and structuring special purpose vehicles for legitimate purposes, while requiring the appointment of a DIFC licensed Corporate Services Provider (CSP) in most instances to support effective compliance oversight and regulatory engagement in line with DIFC’s high standards of transparency, governance and regulatory integrity.”

The updated PC Regulations expand access by removing previous qualifying requirements and is open to any applicant. Unless exempt, any person can apply to establish or continue a PC in DIFC provided they use a DIFC licensed Corporate Services Provider (CSP) as the primary administrative and compliance interface with the DIFC Registrar of Companies (RoC).

These changes materially increase access to DIFC’s special purpose vehicle regime and enable a far wider base of applicants to utilise DIFC’s first class legal regime for legitimate holding and structuring purposes, while maintaining appropriate safeguards through proportionate regulatory oversight.

Key features of the updated PC Regulations include the removal of qualifying eligibility criteria, allowing PCs to be established by any applicant, subject to the CSP requirement where applicable.

The Regulations reaffirm that a PC must remain a passive holding vehicle, to be used only for its permitted holding or structuring purposes, and may be used in connection with the conduct of Financial Services - provided this is done in compliance with DFSA-administered legislation. PCs are not permitted to employ staff, ensuring they remain non operational in nature.

The regime introduces a formal statutory role for CSPs, who act as the administrative, compliance and regulatory liaison between the PC and the RoC, including responsibility for filings, record keeping and ongoing compliance. Together, these features balance ease of establishment and expanded access with DIFC’s standards of legal certainty, transparency and regulatory integrity.

The updated Prescribed Company Regulations will be of particular interest to family groups, investment holding structures, financing transactions and other ownership or structuring arrangements seeking a cost effective and flexible DIFC vehicle, supported by a broadened and proportionate, compliance led regime.

WAM