DIFC

DIFC Prescribed Company: Eligibility and Setup

2026-05-11 · 6 min read · By Aureus Worldwide

A DIFC Prescribed Company is the Dubai International Financial Centre's lean holding and special-purpose vehicle, a low-cost, passive entity built to hold assets, ring-fence risk and support structured financings without the overheads of a trading company. Governed by the Prescribed Company Regulations 2024, effective 15 July 2024, the regime consolidated the DIFC's former Special Purpose Company and Intermediate SPV structures into a single, broadened framework and opened it up to a far wider set of users. This guide explains what a DIFC Prescribed Company is, exactly who is eligible, and how to set one up.

What a DIFC Prescribed Company is

A Prescribed Company is a passive vehicle. Its role is to hold, shares, real estate, aircraft, vessels, intellectual property, receivables, or to sit within a financing, rather than to carry on an active business. It cannot hire employees. Its function is limited to acting under a permitted qualifying purpose or as a holding company, which is precisely what makes it cheap and quick to run.

That narrow remit is the point. Groups and families use a Prescribed Company to isolate an asset or transaction in its own entity, so that risk is contained and value is easy to see, transfer or finance. It is the DIFC's answer to the special-purpose vehicle, delivered within a common-law framework and the DIFC Courts.

What changed under the 2024 Regulations

The Prescribed Company Regulations 2024 replaced the earlier 2019 regime and did three important things:

1. Consolidated the previously separate Special Purpose Company and Intermediate SPV structures into one Prescribed Company category.
2. Broadened eligibility so that, in addition to the older nexus-based routes, effectively any person worldwide can establish a Prescribed Company through a corporate-service-provider arrangement.
3. Recognised GCC registrable assets as a basis for eligibility, extending the qualifying-purpose route to holding or controlling assets registered with a GCC authority.

The result is a genuinely accessible SPV regime, one that used to require a specific DIFC or GCC nexus, and now reaches a global user base while keeping the passive, low-cost character intact.

Eligibility: the three routes in

To incorporate a Prescribed Company you must satisfy one of the following.

1. Qualifying applicant

You qualify on the basis of who controls the company. This route is available where the Prescribed Company is:

• controlled by one or more GCC citizens, or by entities that are themselves controlled by GCC citizens;
• an authorised firm (a DFSA-authorised entity); or
• an existing DIFC registered person (other than another Prescribed Company or a Non-Profit Incorporated Organisation).

2. Qualifying purpose

You qualify on the basis of what the company is for. Recognised qualifying purposes include:

• an Aviation Structure;
• a Maritime Structure;
• an Intellectual Property Structure;
• a Crowdfunding Structure; and
• a Structured Financing.

The 2024 Regulations also allow a Prescribed Company established to hold legal title to, or control, a GCC registrable asset, an asset registered with a GCC authority, to satisfy the purpose test.

3. The corporate service provider route

This is the route that opened the regime up. Any natural or corporate person, resident anywhere in the world, can establish a Prescribed Company provided it appoints a director who is an employee of a DFSA-registered Corporate Service Provider (CSP). That CSP must have entered into the required AML arrangement with the DIFC and an agreement with the Registrar of Companies to undertake specified compliance and AML functions on behalf of the Prescribed Company. In effect, the CSP provides the local substance and accountability, allowing global users to access the vehicle.

The choice of route affects your setup path and ongoing administration, so it is worth settling first. Our DIFC and ADGM service helps you identify the cleanest route for your facts.

What a Prescribed Company can and cannot do

The passivity is the deal. If you need people on payroll, a customer-facing operation or a regional headquarters, you want an active company such as a DIFC private company limited by shares, not a Prescribed Company. The two are often used together, an active holding company above, Prescribed Companies as SPVs beneath, a pattern we cover in our guide to DIFC holding and intermediate SPV structures.

How to set up a DIFC Prescribed Company

1. Confirm the purpose and route, holding or a qualifying purpose, and which of the three eligibility routes applies.
2. Engage the corporate service provider where you rely on the CSP route, so that a qualifying director and the administrative arrangements are in place.
3. Reserve the name and arrange the registered office within the DIFC.
4. Prepare the constitution and share structure with legal counsel.
5. Submit the application to the Registrar of Companies with shareholder, director, beneficial ownership and purpose details.
6. Complete onboarding, accounts, registers and the transaction or holding the vehicle was created for.

Our company formation team coordinates the incorporation and works alongside the licensed corporate service provider and your legal counsel. We are not ourselves a DFSA-registered corporate service provider or a law firm.

Cost, substance and ongoing obligations

A Prescribed Company is deliberately economical, but "low-cost" is not "no-obligation". Expect to budget for the incorporation and annual fees, modest compared with an operating company, plus the corporate-service-provider arrangement where used, the registered office, and ongoing bookkeeping and beneficial-ownership maintenance. Confirm current fees with the DIFC, as they change. The vehicle must keep proper accounting records, maintain its registers, and keep beneficial ownership information current with the Registrar. Where the regime or a tax position depends on substance, that substance must be real.

Tax and beneficial ownership

• Corporate Tax. A Prescribed Company is within the UAE Corporate Tax regime and must register regardless of the rate that applies. As a Free Zone entity it may explore Qualifying Free Zone Person status on qualifying income, taxed at 0% where conditions and substance are met, with the standard 9% above AED 375,000 otherwise. Where it holds qualifying shareholdings, the participation rules may exempt certain dividends and gains. Our tax service works through the analysis.
• Beneficial ownership. The company must keep beneficial ownership information current with the Registrar, our UBO consulting supports this, and it dovetails with the CSP's AML responsibilities.
• Accounting and audit. Keep proper records via our accounting service; where an audit is required, we prepare audit-ready books for your appointed DIFC-registered auditor.

How Aureus Worldwide can help

Aureus Worldwide helps founders, families and groups set up and run a DIFC Prescribed Company. We help you identify the right eligibility route, coordinate the incorporation through our company formation team, and work alongside the licensed corporate service provider and your legal counsel. Once the vehicle is live, we keep it compliant with accounting, beneficial ownership filings and Corporate Tax, and prepare its books to an audit-ready standard for your appointed DIFC-registered auditor. We are not a DIFC-registered auditor, a DFSA-authorised firm, a corporate service provider or a law firm, and we confirm changeable rules and fees with the DIFC before you commit. To set up a DIFC Prescribed Company, contact us.

Talk to our chartered accountants →