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DIFC Prescribed Companies (SPVs) in 2026: who can use one now, and what it costs

Setup & structure
Published
In This Article
Rupert Searle
CEO
Summary:

The DIFC Prescribed Company (SPV) opened to all applicants on 24 July 2026. What it is, the new rules, the mandatory CSP, the fees, and when it fits.

A DIFC Prescribed Company, often called a DIFC SPV, is a low-cost, lightly-regulated company used to hold assets rather than to trade. On 24 July 2026 the DIFC enacted new Prescribed Company Regulations that removed the eligibility gate which had restricted the regime since 2019, so the vehicle is now open to essentially any applicant. That is a genuine shift, and most of the guidance still online describes the old rules. This piece covers what a Prescribed Company actually is, what changed, what it costs, and where it fits.

What a Prescribed Company is, and what it is for

A Prescribed Company is a private company in the Dubai International Financial Centre designed to hold things: shares in operating businesses, real estate, intellectual property, aircraft or vessels, or the assets behind a structured-financing or crowdfunding arrangement. It is a special-purpose vehicle, so it is passive by design. It does not carry on an active trading business, employ a team or need customers.

Its appeal is the combination of a respected common-law jurisdiction, low cost, and light physical requirements. For a family holding its investments, a fund isolating an asset, or a group ring-fencing risk in a single entity, it does the job without the overhead of a full operating company. If you are weighing where a holding entity should sit, read it alongside how to choose a holding company jurisdiction.

What changed on 24 July 2026

This is the part to get right, because the rules moved recently. Under the 2019 regime, you could only form a Prescribed Company if you met a nexus test: broadly, you had to be controlled by GCC nationals, be an authorised firm, or be an existing DIFC registered person, and the company had to serve a qualifying purpose. A 2024 update softened this by adding a route for anyone who appointed a corporate service provider.

The 2026 Regulations went further and removed the eligibility gate altogether. Eligibility no longer turns on who you are or what the company is for. Any natural person or corporate entity can now establish a DIFC Prescribed Company. In place of the old gate, the DIFC has put the corporate service provider at the centre as an ongoing supervisory requirement, and strengthened its oversight of the regime. The DIFC's stated reasoning is that with UAE corporate tax now in force and the UAE committed to global tax-reporting standards, broad access is appropriate from a risk perspective.

In plain terms: the door that used to be half-closed is now open, and the compliance responsibility sits with a licensed service provider rather than an eligibility checklist.

The corporate service provider requirement

Every non-exempt Prescribed Company must now appoint a DIFC corporate service provider (CSP) and keep that appointment in place. The CSP provides the registered address, handles filings and acts as the regime's compliance anchor. This is a standing obligation, not a one-off at formation.

There is a carve-out. An Exempt Prescribed Company does not need a CSP. A company qualifies as exempt if it is controlled by a DIFC-registered person, a DFSA-authorised firm, a government entity, or a company listed on a recognised exchange. For most private families and independent investors, that carve-out will not apply, so budget for a CSP as a fixed part of the structure.

What it costs

The DIFC's own fees are modest: a one-time application fee of around US$100 and an annual commercial licence fee of around US$1,000. Those figures are what makes the Prescribed Company attractive on paper.

The real running cost is the CSP. A corporate service provider charges for the registered address, the mandatory director or agent services, filings and ongoing compliance, and those fees typically dwarf the DIFC's own charges. When you price a Prescribed Company, price the CSP relationship, not just the licence. This is the same lesson as the ADGM SPV, where the government fee is the small part of the true cost.

No office, but real substance still matters

A Prescribed Company does not need its own physical office. The CSP can provide the registered address, which is a large part of why the vehicle is cheap to run. You can still take your own space or share with a DIFC affiliate if you prefer.

Do not confuse "no office" with "no substance". UAE corporate tax and the economic-substance rules still apply according to what the company does, and a Prescribed Company that holds income-generating assets has tax and reporting obligations. The free-zone 0% question in particular is narrower than people assume, which we cover in how ADGM and DIFC entities keep the 0% rate. Treat the Prescribed Company as a clean legal wrapper, and handle the tax position deliberately.

When a Prescribed Company is the right vehicle, and when it is not

A Prescribed Company fits when you need a passive holding or special-purpose vehicle in a credible common-law jurisdiction at low cost: a family holding company, a property or IP holding entity, a fund's asset-holding SPV, or a structured-finance vehicle. It is a poor fit when you need to run an active business, employ people, or carry on a regulated financial activity, all of which point to a different DIFC licence or, for a pooled fund, to a variable capital company. We compare the options in which DIFC vehicle to use.

Where Cosmos fits

Cosmos is not a regulator and does not itself act as your DIFC corporate service provider. What we do is help you decide whether a Prescribed Company is the right wrapper, structure it correctly, coordinate the CSP and formation through licensed DIFC partners, and then run the accounting, corporate tax and ongoing compliance behind it. The vehicle is cheap to register and easy to get wrong on the tax and substance side, which is where the value sits.

Frequently asked questions

Who can set up a DIFC Prescribed Company now? As of the 2026 Regulations (enacted 24 July 2026), essentially any natural person or corporate entity. The old GCC-nexus and qualifying-purpose restrictions were removed.

Do I need a corporate service provider? Yes, for a non-exempt Prescribed Company it is now mandatory and ongoing. Exempt Prescribed Companies, those controlled by a DIFC-registered person, a DFSA-authorised firm, a government entity or a listed company, do not need one.

What does a Prescribed Company cost? The DIFC charges roughly US$100 to apply and US$1,000 a year for the licence. The larger cost is the corporate service provider's fees for the registered address and compliance.

Do I need a physical office in the DIFC? No. The corporate service provider can supply the registered address, which is why the vehicle is inexpensive to maintain.

Is a Prescribed Company the same as a DIFC SPV? Yes. The DIFC markets the Prescribed Company as its special-purpose vehicle; the two terms describe the same structure.

Does a Prescribed Company pay UAE corporate tax? It is within the UAE corporate tax regime, and its position depends on what it holds and earns. The 0% free-zone rate is not automatic, so take advice on the tax and substance position rather than assuming exemption.

This is general information, not legal or tax advice. The DIFC Prescribed Company Regulations changed on 24 July 2026 and fees and rules can move; confirm the current position with a qualified adviser and the DIFC before acting.

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