On 3 August 2026, the Dubai International Financial Centre (DIFC) announced updates to its Prescribed Company (PC) Regulations – the framework governing DIFC’s equivalent of a Special Purpose Vehicle (SPV). The amendments, enacted on 24 July 2026 and now published on DIFC’s Legal Database, represent a material expansion of who may establish and use a PC, while preserving the regime’s core governance standards.
This update gives effect to Consultation Paper No. 1 of 2026, which proposed removing the PC regime’s longstanding eligibility restrictions. That proposal is now in force.
Summary of the Key Changes in DIFC’s Prescribed Company Regime
- Removal of qualifying eligibility criteria
Previously, only specific categories of applicant – GCC nationals, existing DIFC entities, or licensed financial firms – could establish a PC. Under the updated regulations, any applicant may do so, subject to a narrow set of exemptions, provided they engage a DIFC-licensed Corporate Service Provider (CSP) to act as the administrative and compliance interface with the Registrar of Companies (RoC).
- Mandatory Appointment of CSP
The regulations introduce a defined statutory function for CSPs, who are now responsible for filings, record-keeping, and ongoing compliance on behalf of the PC, and serve as its primary liaison with the RoC. This formalizes the CSP relationship as a structural requirement of the regime rather than an optional service.
- The PC remains a passive vehicle
A PC continues to be prohibited from employing staff or conducting operating business. The regulations do, however, clarify that a PC may be used in connection with the conduct of Financial Services, provided this is undertaken in compliance with DFSA-administered legislation – a notable clarification for structures involving regulated activity.
Implications of the Current Updates
DIFC has characterized the update as balancing expanded access with proportionate regulatory oversight, and the substance of the regulations supports that framing. By removing the eligibility test, DIFC extends the PC regime to a considerably wider base of applicants who were previously unable to access it. At the same time, the mandatory CSP requirement ensures that governance and compliance obligations are maintained – relocated from a front-end eligibility check to an ongoing compliance relationship administered by a licensed CSP.
For corporate service providers operating in DIFC, the practical effect is twofold: demand for PC structures is likely to increase as access broadens, and the CSP relationship becomes a mandatory, structural component of the regime rather than a discretionary one.
Who Stands to Benefit?
The updated regime is likely to be of particular interest to:
- Family groups seeking a structured, low-complexity vehicle for holding and structuring assets
- Investment holding structures consolidating ownership outside an operational entity
- Financing transactions requiring a passive vehicle within the structure
- Applicants previously outside the regime’s eligibility criteria, who now have a route to establish a PC in DIFC
Entities considering a DIFC PC structure under the updated regulations should engage a DIFC-licensed Corporate Service Provider to determine eligibility and manage the establishment and ongoing compliance process.
How MS can Help in Setting Up a DIFC PC?
As a DIFC-licensed Corporate Service Provider, MS is positioned to act as the statutory administrative and compliance interface required under the updated PC Regulations. Our team supports clients through the full lifecycle of a Prescribed Company – from initial eligibility assessment and incorporation, through to ongoing filings, record-keeping, and liaison with the Registrar of Companies.
With established experience across DIFC, ADGM, RAK ICC, QFC, MS can advise on whether a DIFC PC is the right vehicle for your holding, investment, or financing objectives, and manage the establishment process end to end under the new regime.
