Corporate
DIFC Companies Law
DIFC Law No. 5 of 2018, with the Companies Regulations
In short
DIFC Law No. 5 of 2018 is the statute that creates and governs DIFC companies. It sets out the available company types, what directors owe the company, how shares and capital work, which registers must be kept, and what has to be filed with the Registrar each year. The Companies Regulations sit underneath it and carry most of the procedural detail.
- Instrument
- DIFC Law No. 5 of 2018, with the Companies Regulations
- In force
- 12 November 2018
- Regulator
- DIFC Registrar of Companies
- Applies to
- Every company incorporated or registered in the DIFC, including Recognised Companies and Prescribed Companies, with modifications.
What it requires
| Obligation | What it means in practice |
|---|---|
| Maintain statutory registers | Registers of members, directors, secretaries and beneficial owners, kept at the registered office and available to the Registrar on request. |
| File an annual confirmation | Confirm the Registrar's record of the company remains accurate, within the period set by the Regulations. |
| Prepare and file accounts | Accounts prepared under IFRS, audited by a registered auditor where the exemption does not apply, and filed within the statutory deadline. |
| Notify changes promptly | Changes of director, secretary, registered office, name, articles or share capital have to reach the Registrar within the prescribed window. |
| Keep a registered office in the DIFC | A physical address inside the Centre at which notices can be served. |
Deadlines
| Item | When |
|---|---|
| Annual accounts filing | Within 4 months of financial year end for most companies |
| Change of director or secretary | Within 14 days of the change |
| Change of registered office | Within 14 days |
| Licence renewal | Annually, on the anniversary of incorporation |
If you get it wrong
The company types the law recognises
The 2018 Law reshaped the DIFC corporate landscape. It created the Private Company, which carries the LTD suffix and is now the default for operating businesses, and the Public Company, which carries PLC and can offer shares to the public. It also kept Recognised Companies for branches of foreign entities.
The old Company Limited by Shares and Limited Liability Company distinction was retired, and existing entities were transitioned. If you are reading older guidance that refers to DIFC LLCs, it predates this law.
- Private Company, suffix LTD, no public offer of shares
- Public Company, suffix PLC, may offer shares to the public
- Recognised Company, a registered branch of a foreign company
- Prescribed Company, a modified Private Company under its own Regulations
Directors' duties, which are stricter than people assume
The Law codifies duties familiar from English company law: act within powers, promote the success of the company, exercise independent judgement, apply reasonable care and skill, avoid conflicts, decline benefits from third parties and declare interests in proposed transactions. These bind every director, including nominees and non-executives.
The point that catches groups out is that the duty runs to the DIFC company, not to the shareholder who appointed you. A director instructed by a parent to approve something against the subsidiary's interests is exposed personally, and the fact the instruction came from the owner is not a defence.
Accounts, audit and the exemption
DIFC companies prepare accounts under International Financial Reporting Standards and, unless exempt, have them audited by an auditor registered with the DIFC. The audit exemption is narrow and turns on size and activity. Most operating companies with employees will be audited. Prescribed Companies generally are not.
Accounts have to be filed with the Registrar, and the filing is the obligation that most often slips. A late filing is visible on the public record, it generates a fine and it complicates licence renewal and bank reviews.
Shares, capital and transfers
Shares must be fully paid when issued. There is no statutory minimum share capital for a Private Company, although the Registrar expects the amount to be proportionate to the activity. Capital can be denominated in any currency, and US dollars is the usual choice.
Share transfers require board approval unless the articles say otherwise, and the register of members has to be updated. Where a transfer changes who ultimately controls the company, the beneficial ownership filing needs to follow within the prescribed period.
Common questions
Is there a minimum share capital for a DIFC company?
The Companies Law does not set one for a Private Company. The Registrar expects capital proportionate to the business, and US$50,000 has become the working convention for an operating entity. DFSA-regulated firms have separate base capital requirements set by their prudential category.
Do DIFC companies need audited accounts?
Most do. Accounts are prepared under IFRS and audited by a DIFC-registered auditor. A narrow exemption applies by reference to size and activity, and Prescribed Companies generally sit outside the audit requirement while still having to keep proper records.
Can a DIFC company have a single shareholder and a single director?
Yes. One shareholder and one director is permitted for a Private Company, and the shareholder can be an individual or a corporate entity from almost any jurisdiction. A company secretary must also be appointed.
Check the source
This page summarises the position as at September 2026. Laws and regulations change. The authoritative text is published by the regulator: DIFC laws and regulations. Nothing here is legal advice.Compliance is a calendar, not a project
Six recurring obligations across four different bodies, and nobody sends a reminder. We track them for DIFC entities so renewal is never the moment you discover a gap.