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DIFC SPV – Prescribed Company Formation

DIFC’s Prescribed Company is its Special Purpose Vehicle: a passive common-law holding structure from USD 1,100 in year one. Since 24 July 2026 the eligibility requirements have been removed, and the regime is open to any applicant.

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What a DIFC SPV is.

In the Dubai International Financial Centre, a Special Purpose Vehicle is called a Prescribed Company. It is a non-operating entity established under DIFC Companies Law, built to hold assets and ownership interests rather than to trade. It cannot carry on business in or from the DIFC, and it cannot employ staff — that passive character is what keeps it cheap.

The regime changed materially on 24 July 2026. The previous eligibility gate — which required a qualifying applicant such as a GCC national or DIFC registered person, a qualifying purpose, or a GCC-registrable asset — has been removed. A Prescribed Company is now open to any applicant, regardless of nationality, asset location or purpose, provided the use is a legitimate holding or structuring one.

In exchange for that wider access, most Prescribed Companies must appoint a DIFC-licensed Corporate Services Provider as their administrative and compliance link with the Registrar of Companies. An Exempt Prescribed Company — one controlled by a DIFC registered person, a DFSA authorised firm, a government entity or a listed company — is not required to, though many appoint one anyway. Existing non-exempt companies have six months from 24 July 2026 to appoint one.

Eight reasons founders choose a DIFC SPV.

DIFC is the region’s longest-established common-law financial centre, and the Prescribed Company is the lowest-cost way into it.

Lowest registry cost

USD 100 application and a USD 1,000 commercial licence — USD 1,100 in year one.

DIFC common law

An independent common-law jurisdiction with its own courts, arbitration centre and case law.

Open to any applicant

Since 24 July 2026, no qualifying applicant, qualifying purpose or GCC nexus is required.

100% foreign ownership

No local partner and no nationality restriction on shareholders or directors.

Holds UAE and global assets

Shares, real estate, IP, aviation and maritime assets, inside the UAE and worldwide.

Ring-fenced by design

Each Prescribed Company isolates its assets and liabilities from the wider group.

Recognised by lenders

A DIFC address and common-law security package that international banks understand.

Light ongoing filing

No employees, no operations and minimal annual obligations beyond the confirmation statement.

Why choose a DIFC SPV?

DIFC and ADGM both give you English common law and an independent court. The Prescribed Company earns its place in four situations.

01

Cost is the deciding factor

At USD 1,100 in registry fees for year one, the Prescribed Company is the cheapest way into a UAE common-law holding structure — around USD 800 below the equivalent ADGM SPV.

02

Your counterparties already know DIFC

DIFC has been operating since 2004 and is the region’s most established financial centre. For international banks, funds and law firms, a DIFC entity needs no explanation.

03

You could not qualify before

If you were previously blocked by the qualifying applicant or GCC nexus requirements, the July 2026 amendments open the regime to you. This is the single biggest change to the structure in years.

04

You want to sit close to the operating business

Where your management, bankers and advisers are in Dubai, a Dubai holding vehicle keeps the whole structure in one place.

Most preferred DIFC SPV uses.

A Prescribed Company owns and holds. It does not trade, provide services or employ anyone.

Group holding

Holding shares or ownership interests in operating companies inside and outside the UAE.

Asset holding

Owning real estate, portfolios and other assets in corporate name, ring-fenced from operating risk.

Co-investment structures

Investing alongside a fund or other investors through a single dedicated vehicle.

Joint ventures

A neutral common-law wrapper for partners sharing one project or one asset.

Intellectual property

Holding trademarks, patents and licensing rights centrally and licensing them onward.

Family and GCC holding

Consolidating family or GCC national assets under one DIFC structure for succession planning.

An offshore company cannot trade inside the UAE market or hold a residence visa quota. Where you need either, we pair the offshore holding structure with a free zone or mainland operating entity.Compare structures

Three holding routes.

ADGM SPV

Abu Dhabi Global Market

DIFC SPV

Prescribed Company, Dubai

Offshore

JAFZA, Ajman and RAK

Process

01

Purpose and structure review

We map what the company will hold and who controls it, and confirm whether you qualify as an Exempt Prescribed Company or will need a Corporate Services Provider.

02

Name reservation

Three proposed names submitted to the DIFC Registrar of Companies, with alternatives in reserve.

03

KYC and document pack

Passports, address proof, structure chart and source of wealth prepared and verified before submission.

04

Constitutional documents

Articles of Association drafted for the structure, with the required shareholder and director resolutions.

05

Corporate Services Provider

A DIFC-licensed CSP appointed as your administrative and compliance link with the Registrar, unless you are exempt.

06

Filing with the Registrar

The application submitted with the USD 100 application fee, and the file tracked through review.

07

Licence and incorporation

Certificate of Incorporation, commercial licence and share certificates issued.

08

Bank account and asset transfer

Corporate account opened, then shares, property or IP transferred into the vehicle.

DIFC SPV cost.

Year one registry fees

^AED 1,100

USD 100 application fee plus a USD 1,000 commercial licence, per the DIFC Registrar of Companies Table of Fees. Figures in US dollars, as DIFC prices in USD rather than dirhams.

Realistic year one, all in

USD 5,000 – 10,000

01

Application fee

One-time, payable with the incorporation filing

USD 100

02

Commercial licence

Issued on incorporation

USD 1000

03

Annual renewal

Licence renewal plus the annual confirmation statement

From USD 1,300

04

Corporate Services Provider

Mandatory for non-exempt companies, charged yearly

On request

05

Our formation fee

Drafting, KYC pack, filing and follow-through

Contact us

The USD 1,100 covers the application and the licence and nothing else — treat it as a floor rather than an all-in price. A registered office inside the centre, the Corporate Services Provider relationship and incorporation documents are charged on top, so budget five figures for year one. Registry fees are published by the DIFC Registrar of Companies and revised periodically; we confirm the figure applicable on the day you file.

Required Documents

Send us the first three and we will tell you exactly which of the rest apply to your structure.

Three proposed company names, in order of preference
Passport copy of every shareholder, director and authorised signatory
Proof of residential address issued within the last three months
Structure chart showing the ownership above and the assets below the vehicle
Source of funds and source of wealth declaration for each beneficial owner
Corporate documents, attested, where a company will hold the shares
Board resolution approving the incorporation and naming the signatory
Description of the assets to be held and the purpose of the structure
GCC beneficial ownership declaration, where the structure relies on it
Confirmation of Exempt Prescribed Company status, where the controller qualifies

Tell us what you need.
We’ll take it from there.

Business setup, visas, PRO services or Golden Visa — send us the details and a consultant will come back to you with a clear plan and a full cost breakdown.