The Dubai International Financial Centre (DIFC) has released Consultation Paper No. 1 of May 2026, proposing a substantial overhaul of its Prescribed Company Regulations (PC Regulations). The proposed amendments signal a clear emphasis on accessibility of the regime, with enhanced oversight mechanisms.
A Shift Toward Broader Access
Since their introduction in 2019, the PC Regulations have been progressively expanded through a series of updates in 2020, 2022, and 2024. Each iteration widened the pool of eligible applicants, but always within defined qualifying criteria—typically requiring a nexus to the DIFC, the UAE, or the wider GCC, or limiting use to specific asset-holding or structuring purposes.
The current proposal represents a decisive departure from that model. DIFC now intends to remove all qualifying requirements altogether, allowing any applicant to establish a Prescribed Company.
This evolution reflects both regulatory confidence and external developments. The UAE’s implementation of corporate tax, along with its alignment with international transparency frameworks such as the OECD Common Reporting Standard (CRS) and FATCA, has strengthened the overall compliance environment. Against this backdrop, DIFC considers that the risks previously addressed through eligibility restrictions can now be managed through other regulatory tools.
Who Will Be Impacted
The proposed changes are wide-reaching and will affect both new and existing participants in the DIFC ecosystem.
Prospective applicants will benefit most directly, as the removal of qualifying criteria eliminates the need to structure around eligibility requirements. The PC regime effectively becomes universally accessible.
Existing Prescribed Companies will need to assess their position, particularly those that do not qualify as “Exempt PCs.” Such entities will be required to appoint a Corporate Services Provider (CSP) within six months of the new regulations taking effect. Failure to comply may result in financial penalties and, more significantly, the loss of Prescribed Company status—triggering full licensing requirements and associated costs.
Corporate Services Providers themselves will take on a more central role under the new framework. Only DFSA-regulated CSPs will be permitted to act, and they will serve as the primary interface between companies and the Registrar of Companies (RoC).
Certain entities will fall within the category of “Exempt PCs,” including DIFC Registered Persons (with some exclusions), Authorised Firms, government entities, and publicly listed companies. These entities will retain the ability to interact directly with the RoC without the need to appoint a CSP.
Key Features of the Proposed Framework
At the heart of the amendments is the removal of all qualifying requirements for incorporation. In practical terms, this transforms the PC regime into an open-access structure, significantly enhancing its attractiveness for a wider range of structuring and holding purposes.
This broader access is balanced by the introduction of a mandatory CSP requirement for non-exempt entities. CSPs will act as the administrative and compliance conduit with the RoC, ensuring that regulatory obligations are met consistently.
The proposals also formalize the role of CSPs through clearly defined statutory duties. These include responsibility for incorporation filings, ongoing regulatory submissions, and maintaining accurate and accessible records. Importantly, CSPs will be required to retain company records for six years after their appointment ends.
At the same time, Prescribed Companies themselves will be under a reciprocal obligation to provide all necessary information and documentation to their CSPs. A failure to do so may attract significant penalties, underscoring the shared responsibility for compliance.
The amendments also refine the rules around registered offices. Going forward, a PC must use either the address of its CSP or that of a DIFC-registered affiliate, provided that the affiliate does not operate from retail premises.
A structured fines regime is introduced to support enforcement. Penalties include fines of up to USD 20,000 for failing to appoint a CSP where required, up to USD 100,000 for failing to provide necessary information to a CSP, and up to USD 2,000 for CSPs that fail to notify the RoC when they cease to act.
In parallel, the DIFC proposes updates to its Operating Regulations. A new provision will clarify the Registrar’s authority to request financial information from Registered Persons and to share such information with UAE authorities for statistical purposes, subject to applicable legal safeguards.
Consultation Timeline
We note that the consultation period will close on 2 June 2026. We would welcome any comments or feedback from members of the business community by close of business on 1 June 2026, should they wish to discuss the potential implications of the proposed amendments or possible submissions to DIFC.
Key Contacts
Izabella Szadkowska, Partner, i.szadkowska@tamimi.com
Noff Al Khafaji, Of Counsel, n.alkhafaji@tamimi.com