DIFC prescribed company reforms: greater flexibility for international investors and family offices

The DIFC has introduced significant changes to its prescribed company regime, marking the most substantial update since the framework was first launched in 2019.

The new prescribed company regulations 2026, which came into force on 24 July 2026, broaden access to the regime by removing historic eligibility restrictions and replacing them with a governance-focused approach.

For international investors, private wealth structures, family offices and multinational groups, the reforms create new opportunities to utilise DIFC prescribed companies as efficient holding vehicles while maintaining the jurisdiction's strong regulatory credentials.

What is a DIFC prescribed company?

A DIFC prescribed company is a low-cost special purpose vehicle (SPV) typically used to hold investments, own assets, facilitate financing arrangements, or sit within broader group and wealth structuring arrangements. The structure has long been attractive due to its location within the DIFC, a globally recognised financial centre operating under a common law framework.

However, historical access to the regime has been restricted. Applicants were required to demonstrate a defined connection to the GCC, a regulated DIFC entity, qualifying assets, or a prescribed use case.

Daniel Pacic, Managing Director of Ogier Global, Ogier's corporate and fiduciary services division in Dubai, noted that these regulatory updates are likely to make the regime relevant to a far wider audience, including international family offices, private investors and corporate groups seeking an efficient holding platform without the need to fit within narrowly defined eligibility criteria.

Removal of eligibility requirements

The headline change is the removal of the qualifying requirements that previously acted as a gatekeeper to the regime. Under the previous framework, a prescribed company generally needed to be controlled by a GCC person, an authorised firm or a DIFC registered person, or be established for a recognised qualifying purpose such as structured finance, intellectual property holding, aviation, marine or crowdfunding structures.

The new regulations remove these requirements. As a result, establishing a DIFC prescribed company is no longer dependent on demonstrating a GCC nexus, holding specific asset classes, or satisfying a particular qualifying purpose. Assets held through the structure may now be located globally.

A shift towards governance and compliance

While the reforms make the regime more accessible, they also introduce additional governance requirements. The regulations place greater responsibility on corporate service providers (CSPs), with non-exempt prescribed companies now required to appoint a DFSA-regulated CSP. These providers will act as the primary compliance and administration interface with the DIFC registrar, supporting ongoing filings, record keeping and regulatory obligations. This reflects a broader regulatory trend seen across leading international financial centres: reducing barriers to entry while strengthening governance and transparency standards.

Introduction of the “exempt prescribed company”

The reforms also introduce the concept of an exempt prescribed company. Certain entities, including those controlled by DIFC registered persons, authorised firms, government entities or publicly listed entities, may qualify for exempt status and benefit from reduced compliance requirements. These entities may not need to appoint a CSP and can continue to operate under a lighter governance framework. For larger institutional groups with an existing regulated presence, this provides additional flexibility while preserving appropriate regulatory oversight.

What does this mean for family offices?

The reforms are particularly noteworthy for family offices and private wealth structures. Many international families have historically looked to the DIFC as a hub for governance, succession planning and asset ownership, but were unable to access the prescribed company regime due to the previous qualification criteria. The removal of those restrictions potentially makes the structure available to a much broader range of family offices seeking a cost-effective vehicle to hold global assets within a recognised financial centre.

As families increasingly manage investments across multiple jurisdictions and asset classes, the ability to establish a streamlined holding vehicle within the DIFC may support both operational efficiency and long-term governance objectives.

Considerations for existing structures

Existing prescribed companies should review the new regulations carefully. Non-exempt entities incorporated before the new regulations came into force may be required to appoint a corporate service provider during the transitional period. Businesses should also assess whether their current structures could benefit from the increased flexibility now available under the revised framework.

Looking ahead

The DIFC's reforms represent a clear move towards making the prescribed company regime more accessible to international investors while reinforcing governance through regulated service provider oversight.

For family offices, private wealth structures, investment holding companies and multinational groups, the changes create new structuring opportunities that were previously unavailable under the more restrictive eligibility model. As the market begins to adapt to the revised framework, the DIFC is likely to strengthen its position as a preferred jurisdiction for holding and structuring vehicles serving regional and international clients alike.

How Ogier can help

Ogier Global provides corporate and fiduciary support and is a registered CSP with the DIFC. We offer a comprehensive suite of services tailored to meet the diverse needs of our clients, from incorporation, establishment and governance to ongoing compliance and can help assess whether the revised prescribed company regime is suitable for specific holding, investment and private wealth structures.

About Ogier

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Disclaimer

This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.

Regulatory information can be found under Legal Notice