The DIFC courts have introduced certain new amendments to the Prescribed Company (“PC”) Regulations 2026. The amendments have helped in significantly expanding and simplifying the existing Prescribed Company regime. The updated framework enhances DIFC’s position as a jurisdiction for efficient holding and structuring vehicles while maintaining appropriate governance, transparency, and regulatory oversight.

Removal of Qualifying Requirements

The previous regime mandated the applicants to follow a certain eligibility requirement to establish a Prescribed Company (“PC”). The requirements were related to ownership, such as control by a GCC Person, Registered Person, or Authorised Firm, or establishing the PC for a recognised “Qualifying Purpose” such as an Aviation Structure, Maritime Structure, Intellectual Property Structure, Crowdfunding Structure, or Structured Financing.

Whereas in the latest updated regulation these qualifying requirements are entirely removed. The regulations no longer include a “Qualifying Requirements” section or references to “Qualifying Purposes”, allowing a broader range of applicants to establish a PC in DIFC.

Broader Access to the Prescribed Company Regime

The updated regulations significantly expand access to DIFC’s Prescribed Company regime by allowing any applicant to establish or continue a Prescribed Company, subject to applicable requirements. A wide range of applicants can utilise DIFC Prescribed Companies without any previous restrictions relating to ownership categories or specific qualifying activities.

Holding Company Activity

A PC licence is restricted to the activity of a holding company. The updated regime allows Prescribed Companies to work as a flexible holding and structuring vehicles while maintaining their nature as passive entities established for permitted holding or structuring purposes.

Mandatory Appointment of Corporate Services Provider

A formal requirement has been imposed for most Prescribed Companies to appoint a DIFC-licensed Corporate Services Provider (“CSP”). A PC it must appoint a CSP to act as the primary administrative, compliance, and regulatory interface between the PC and the DIFC Registrar of Companies (“RoC”) unless it is an exempt PC.

The CSP will be responsible for:

  1. Lodging documents and fees with the Registrar;
  2. Making required regulatory filings;
  3. Maintaining copies of records required to be kept by the Prescribed Company; and
  4. Supporting ongoing compliance requirements.

Introduction of the “Exempt PC” Concept

An Exempt PC is a Prescribed Company whose Controller is a:

  1. Registered Person;
  2. Authorised Firm;
  3. Government Entity; or
  4. Publicly Listed Entity.

Such exempt PCs have a reduced compliance requirements and the ability to use registered office of an Affiliate rather than appointing a Corporate Services Provider.

Enhanced Compliance Obligations and Administrative Penalties

The statutory role of Corporate Services Providers ensures greater oversight by assigning responsibility for filings, record keeping, and regulatory engagement. The updated framework also introduces administrative fines for certain contraventions, including penalties of up to USD 100,000, reinforcing DIFC’s commitment to transparency, governance, and regulatory integrity.

Transitional Requirements for Existing Prescribed Companies

The Prescribed Companies incorporated before the enactment date that do not qualify as Exempt PCs must appoint a Corporate Services Provider within six months.

Conclusion

The amendments to the DIFC Prescribed Company Regulations 2026 mark a significant step towards making the DIFC a more accessible and business-friendly jurisdiction for holding and structuring vehicles. Businesses, investors, and family offices looking to establish efficient holding structures should review the new requirements to ensure compliance and take advantage of the expanded opportunities offered by the revised regime.

We at Ayesha Aldhaheri Advocates & Legal Consultants, we regularly advise clients on DIFC corporate matters, including company incorporation, corporate structuring, regulatory compliance, and governance requirements.