Structuring route
DIFC Prescribed Company
Low-cost holding and special purpose vehicle with no office requirement
In short
A Prescribed Company is a stripped-down DIFC entity built for holding assets rather than trading. It carries no office requirement, no employees and a much lower fee than a standard commercial licence, and it sits inside a common law jurisdiction with the DIFC Courts behind it. The Prescribed Company Regulations 2024 widened eligibility considerably, and the qualifying tests are now met by most credible sponsors.
- Regulator
- DIFC Registrar of Companies
- Governing rules
- Prescribed Company Regulations 2024
- Office
- Registered office provided by a licensed corporate service provider
- Employees
- None. Prescribed Companies do not sponsor visas
- Timeline
- 2 to 3 weeks
- Audit
- Accounting records required, audit exemption available in most cases
Who this suits
- Holding companies for group subsidiaries or joint venture interests
- Special purpose vehicles for a single financing or acquisition
- Property holding structures, including UAE real estate
- Aviation, marine and intellectual property holding vehicles
- Family structuring alongside a DIFC Foundation or trust
Who it does not
- Operating businesses with staff, revenue and clients
- Anything requiring a DFSA Licence
- Firms that need UAE residence visas, which a Prescribed Company cannot sponsor
The qualifying tests, in plain terms
A Prescribed Company needs a qualifying applicant or a qualifying purpose. The 2024 Regulations broadened both. Qualifying applicants now include GCC nationals and entities they control, existing DIFC registered entities, Authorised Firms, and persons whose structure is administered by a DIFC-licensed corporate service provider.
The qualifying purpose route covers structuring transactions, holding assets such as aircraft, vessels, crypto assets, intellectual property or real property, and acting as an SPV in a financing. In practice, almost any genuine holding or structuring rationale supported by a corporate service provider will qualify.
Why people choose it over a BVI or Cayman vehicle
Three reasons come up repeatedly. The first is substance: a DIFC entity is in the UAE, which matters when a bank, a counterparty or a tax authority asks where the vehicle actually is. The second is the court. Disputes go to the DIFC Courts, which apply common law in English and enforce through a well-tested framework. The third is proximity to the underlying assets and the family or business that owns them.
The cost comparison is less lopsided than it used to be. A Prescribed Company is not the cheapest vehicle on the market, but once you add registered agent fees, economic substance filings and bank account friction on a Caribbean SPV, the gap narrows.
Registered office and the corporate service provider
Prescribed Companies do not lease space. They hold a registered office address with a DIFC-licensed corporate service provider, which also maintains the statutory registers, handles filings with the Registrar and acts as the point of contact. The provider relationship is not optional and it is an annual cost you should factor in from the start.
The provider also takes on know-your-customer responsibility for the structure, so expect proper due diligence on the ultimate beneficial owners and the source of the assets going in. That is a feature, not an obstacle: it is why banks treat DIFC vehicles differently from anonymous offshore shells.
Tax and reporting
A Prescribed Company is a UAE tax resident entity and falls within the federal corporate tax regime. It must register with the Federal Tax Authority and file, even where taxable income is nil. Passive holding income can qualify for the zero per cent Qualifying Free Zone Person rate where the conditions are met, but this needs proper analysis rather than an assumption.
The entity must also file its ultimate beneficial ownership data with the Registrar and keep accounting records. Audit is not required in most cases, which is one of the reasons the running cost stays low.
What the Registrar asks for
- Qualifying applicant or qualifying purpose under the Prescribed Company Regulations 2024
- Registered office agreement with a DIFC-licensed corporate service provider
- At least one director, who may be a corporate service provider nominee
- Company secretary
- Ultimate beneficial ownership declaration and source of funds evidence
- Description of the assets to be held or the transaction being structured
The process, stage by stage
- 1
Qualification check
2 to 3 daysConfirm which qualifying route applies and agree the structure chart, including where the Prescribed Company sits.
- 2
Appoint the registered office provider
3 to 7 daysEngage a DIFC-licensed corporate service provider and complete due diligence on the beneficial owners.
- 3
File the application
3 to 5 daysReserve the name and submit the incorporation application with the constitutional documents.
- 4
Registrar approval and incorporation
1 weekThe Registrar reviews and issues the certificate of incorporation.
- 5
Post-incorporation
3 to 8 weeksRegister for corporate tax, file the UBO register, and open a bank account if the structure needs one.
Indicative cost
| Item | Amount | Notes |
|---|---|---|
| Incorporation fee | US$1,000 to US$2,000 | Lower than a standard company |
| Annual licence fee | US$1,000 to US$2,500 | |
| Registered office and corporate services | From US$4,000 per year | Paid to the service provider |
| Nominee director, if used | From US$3,000 per year |
About these figures
Official fees are set by DIFC and the DFSA and change without notice. These figures were reviewed in September 2026 and exclude salaries, regulatory capital and legal costs. Use the cost calculator to build a full estimate, and confirm current fees before budgeting.Questions about this route
Can a Prescribed Company sponsor residence visas?
No. It has no office and no employees, so it cannot obtain an establishment card or sponsor visas. If the structure needs a visa holder, pair the Prescribed Company with an operating entity or use a different licence.
Can a Prescribed Company hold Dubai property?
Yes. Holding UAE real property is one of the recognised qualifying purposes, and DIFC vehicles are accepted by the Dubai Land Department for designated freehold areas subject to their own registration process. Confirm the position for the specific property before you commit.
Does a Prescribed Company need audited accounts?
In most cases no. It must keep proper accounting records, but the audit requirement that applies to standard DIFC companies is generally not imposed. That is a meaningful part of the annual saving.
How is it different from a DIFC Foundation?
A Prescribed Company is owned through shares and sits in a chain of ownership. A Foundation has no shareholders at all and holds assets in its own right under a charter, which is why it is used for succession and asset protection rather than transaction structuring. Many families use both.
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