Skip to content

Structuring

What the Prescribed Company Regulations 2024 actually changed

The old regime worked if you already had a DIFC connection. The 2024 Regulations opened it up, and the effect on structuring options in the Gulf has been larger than the drafting suggests.

Updated 4 August 20267 minute read

The short version

The Prescribed Company Regulations 2024 broadened the qualifying routes into a DIFC Prescribed Company. More sponsors qualify, more asset classes are recognised as qualifying purposes, and the requirement to have an existing DIFC nexus has softened considerably. The practical result is that a family or business with no prior DIFC presence can now use the vehicle.

The problem the old rules created

Under the earlier regime, a Prescribed Company was available to a fairly narrow group. You needed an existing DIFC connection of some kind, which meant the vehicle was mostly used by people who were already in the Centre. A family in Riyadh with assets across three countries and no DIFC entity could not simply incorporate one.

That pushed a lot of regional structuring offshore by default. Not because Cayman or BVI was better suited, but because the DIFC route was closed.

What the qualifying applicant test looks like now

The 2024 Regulations set out a wider set of qualifying applicants. GCC nationals and entities they control qualify. Existing DIFC registered entities qualify. Authorised Firms qualify. And, importantly, a person whose structure is administered by a DIFC-licensed corporate service provider qualifies.

That last route is the one that changed the market. It means the nexus can be created by engaging a licensed provider rather than needing to pre-exist. For a family office in Kuwait or a business owner in Cairo, the door is now open.

Qualifying purposes widened too

The second route is purpose rather than applicant. The Regulations recognise structuring transactions, holding assets and acting as a financing SPV, and the list of recognised assets is broad: aircraft, vessels, intellectual property, crypto assets and real property, including UAE real property.

The inclusion of real property matters more than it reads. Holding Dubai freehold through a DIFC vehicle gives the family a common law ownership chain over an asset that sits in a civil law jurisdiction, with the DIFC Courts available for disputes about the structure itself.

What has not changed

A Prescribed Company still cannot employ anyone, cannot sponsor a visa and still needs a registered office provider for its entire life. It still has to register for UAE corporate tax and file annually, even where the answer is nil. And the due diligence a corporate service provider runs on the beneficial owners is real, because the provider carries the regulatory risk.

People who read the widened eligibility as a loosening of standards have this backwards. The gate is wider, the checks behind it are not.

Who this is actually useful for

Three groups keep appearing. Families consolidating regional assets who want an onshore holding chain that banks will accept. Businesses using an SPV for a single financing or acquisition who need the vehicle to be somewhere credible. And owners of offshore structures who have spent the last three years fighting with banks and have decided the fight is not worth the saving.

For an operating business with staff, none of this applies. The Prescribed Company is a holding vehicle and it is designed to be nothing else.

Questions

Do I need an existing DIFC company to set up a Prescribed Company?

Not since the 2024 Regulations. Engaging a DIFC-licensed corporate service provider to administer the structure is itself a qualifying route, alongside the GCC national, DIFC entity and Authorised Firm routes.

Can a Prescribed Company hold Dubai property?

Yes. Holding real property is a recognised qualifying purpose, and DIFC vehicles are accepted by the Dubai Land Department for designated freehold areas subject to its own registration requirements.

Not sure which DIFC licence you need?

Answer eight questions and we will tell you the licence route, the likely cost and the realistic timeline. It takes about two minutes and there is no obligation.