DIFC non-regulated licence

What counts as non-regulated

The dividing line is simple to state and easy to get wrong. If your activity appears in the DFSA's General Module as a Financial Service, you need authorisation. If it does not, you apply to the Registrar of Companies for a commercial licence under the Operating Law and you are done with the DFSA before you start.

The traps are usually at the edges. Introducing clients to a fund manager for a fee can amount to arranging. Producing model portfolios for a third party to execute can amount to advising. A corporate finance boutique that only writes market reports is outside the perimeter; the same boutique that also approaches investors is not.

• Management consultancy, strategy and operational advisory
• Legal, accounting, audit and tax advisory practices
• Headquarters, management office and representative functions for a group
• Software, data and technology services, including provision to regulated firms
• Recruitment, executive search, media, marketing and design

Share capital and shareholders

DIFC Companies Law does not set a statutory minimum share capital for a private company limited by shares. In practice the Registrar expects the capital to be proportionate to the activity, and US$50,000 has become the working convention for an operating business with staff. A single shareholder is enough, and it can be a natural person or a corporate entity from almost any jurisdiction.

Shares must be fully paid on issue. There is no requirement to deposit capital in a UAE bank account before incorporation, which removes the chicken-and-egg problem that catches people out in other jurisdictions where the bank wants a licence and the registrar wants a bank letter.

Office space and the visa link

Every DIFC entity needs registered premises inside the Centre. The options run from a hot desk in the Innovation Hub through serviced suites in the business centres to a full floor in one of the towers. Your visa quota is tied to the space: as a rule of thumb the Registrar allows roughly one employment visa for every 9 square metres of leased office, though the Government Services team will confirm the exact allocation against your lease.

If headcount is the point of the exercise, decide on the office before you decide on the budget. It is the single item that most often forces a company to take space it did not plan for.

What happens after the licence is issued

Incorporation is the start of a compliance calendar, not the end of one. Within the first few months you will need to notify the Commissioner of Data Protection, register for UAE corporate tax with the Federal Tax Authority, file your ultimate beneficial ownership register, enrol staff in DEWS or an approved alternative, and put an employment contract in front of every employee that meets the DIFC Employment Law standard.

Non-regulated firms that fall within the Designated Non-Financial Business or Profession definition, which includes company service providers, some law firms and accountants, also come under the Registrar's anti-money laundering supervision. That means a compliance officer, a risk assessment and goAML registration.