PART THREE · 13 · Setting Up

Entity Types

Authored by10 Leaves Reading time · 7 min Updated · Q1 2026

The DIFC offers one of the most comprehensive suites of legal structures in the MENA region, catering to everything from operating companies and fund vehicles to private wealth structures and SPVs. All entities are incorporated or registered under English common law principles applied by the DIFC Registrar of Companies (ROC)¹.

1.1 Company Structures

Entity Type	Structure	Min. Share Capital	Shareholders / Partners	Liability	Principal Uses	Public Disclosure
Private Company Limited by Shares (LTD)	Separate legal entity; shares not freely transferable	Varies by activity (no statutory minimum for non-regulated)	Min. 1; Max. 50	Limited to share capital	Trading, professional services, holding companies, regulated financial services	Directors, shareholders (register)
Public Company (PLC)	Separate legal entity; shares freely transferable / listable	As required by activity	Min. 1; no max	Limited	Listed companies, large corporates, companies offering shares to the public	Full public disclosure; accounts filed
Limited Liability Company (LLC)	Hybrid (members / managers)	Varies	Min. 2; Max. 50	Limited to capital contribution	SMEs, JVs, professional services, family businesses	Members' register
Protected Cell Company (PCC)	Single legal entity with segregated cells (cells are not separate legal persons)	Per cell / fund requirement	Via fund structure	Ring-fenced per cell	Umbrella fund structures; segregated investment strategies	Fund-level disclosure
Incorporated Cell Company (ICC)	Core entity plus incorporated cells, each a separate legal person	Per cell	Per cell structure	Each cell separately liable	Multi-strategy fund platforms; fund manager consolidating multiple fund classes	Per-cell disclosure
Recognised Company (Branch)	Branch of foreign incorporated entity	None (parent assumes liability)	N/A — parent is liable	Unlimited (parent)	International banks, multinationals, global professional services firms	Parent company details filed
Limited Liability Partnership (LLP)	Partners with limited liability	None mandated	Min. 2; no max	Limited	Law firms, accounting practices, consulting partnerships	Partners' register
General Partnership (GP)	All partners jointly and severally liable	None	Min. 2	Unlimited	Small professional practices	Partners' details
Limited Partnership (LP)	GP has unlimited liability; LPs limited	None (GP unlimited)	Min. 1 GP + 1 LP	GP unlimited; LPs limited to contribution	Private equity funds, venture capital vehicles, investment LPs	GP identity; LP register (private)
Recognised Partnership	Branch of a foreign partnership	None	N/A	Parent entity liable	Foreign partnership establishing DIFC presence	Parent partnership details

Sources: DIFC — Setting Up¹; DIFC Companies Law (DIFC Laws Portal)²; 10 Leaves — DIFC Structures³

1.2 Specialised / Private Wealth Structures

DIFC Foundation (Law No. 3 of 2018)

A DIFC Foundation is a legal person created under the DIFC Foundations Law 2018, combining corporate and trust characteristics. Key attributes:

Separate legal personality — holds assets and enters contracts in its own name; no shareholders or owners (an "orphan" entity)
Governance — managed by a Council (minimum two Council members); a Founder, Guardian, and Beneficiaries may be defined in the Charter
Privacy — Charter, by-laws, and beneficiary details are not on the public register; only limited information is publicly searchable
Uses — succession planning, multi-generational estate governance, wealth preservation, asset protection, corporate structuring, philanthropy, charitable purposes
UAE Corporate Tax — can apply under Article 17 to be treated as an unincorporated partnership (tax-transparent), making it equivalent to individual ownership for CT purposes (provided it qualifies as a "family foundation")
AML/UBO — must maintain accurate UBO and beneficiary registers (non-public), accessible by regulators on request
Post-2025 developments — DIFC has introduced a Private Register, allowing Family Entities and Family Offices to apply to be removed from the Public Registry, preserving founder, shareholder, and director confidentiality

Fees (USD): - Annual Operating License Fee: USD 350 - Data Protection Notification: USD 750 (initial) / USD 250 (annual) - Confirmation Statement: USD 300

Sources: DIFC Foundations⁴; DIFC Foundations Law (Law No. 3 of 2018)²; 10 Leaves — DIFC Foundations⁵; Legability — DIFC Foundations⁶

Prescribed Company (PC) — PCR 2024

The Prescribed Company Regulations 2024 (effective 15 July 2024) replaced the 2019 framework, significantly broadening eligibility. A PC is a private company limited by shares structured for holding and structuring, not active trading.

Eligibility (any one of): 1. Controlled by one or more GCC Persons, Authorised Firms, or DIFC Registered Persons 2. Established to hold legal title to / control one or more GCC Registrable Assets (land, real estate, shares, aircraft, maritime vessels) 3. Established for a Qualifying Purpose (structured financing, aviation, crowdfunding, IP, maritime) 4. Any person globally, provided a director from a DFSA-registered Corporate Service Provider (CSP) is appointed

Key restrictions: - Cannot have employees (except under the Commercial Package) - Cannot conduct active trading

Active Enterprise Commercial Package (introduced 2024): Permits employees and operational activities (holding company functions, managing offices, proprietary investment). Eligible if controlled by a DIFC-registered entity, government entity, or family-operated business.

Use cases: Group holding vehicles, family office SPVs, IP holding, asset ring-fencing, GCC asset consolidation, structured finance vehicles

Fees (USD):

Fee	Amount
Application for incorporation	USD 100
Annual license grant / renewal	USD 1,000
Confirmation statement	USD 300
Continuation / transfer	USD 1,000

Sources: DIFC — Prescribed Companies⁷; DIFC Prescribed Company Regulations 2024²; 10 Leaves — DIFC SPV / Prescribed Company⁸; Legability — DIFC SPVs⁹

DIFC Foundation — Non-Profit Incorporated Organisation (NPIO)

A separate entity category under DIFC Law No. 6 of 2012 for organisations that do not distribute profits to members. Used by professional associations, industry bodies, charities, and educational initiatives. Not subject to full commercial license fees.

Variable Capital Company (VCC) — New (Enacted February 2026)

The DIFC Variable Capital Company Regulations (enacted 10 February 2026) introduce a new flexible corporate vehicle for proprietary investment activities:

Share capital equals net asset value (dynamic, not fixed)
Can be standalone or umbrella structure with incorporated or segregated cells
Flexible distributions from capital (not just profits)
Ring-fencing between cells
Does not require DFSA authorisation unless it undertakes regulated financial services
Non-exempt VCCs (i.e., not controlled by DIFC Registered Persons, Authorised Firms, government entities, or publicly listed companies) must appoint a CSP

Target users: Family offices, family-owned businesses, multi-asset HNW investors, complex proprietary investment structures, secondaries investors

Note: The VCC is the DIFC equivalent of what is sometimes called an ICVC (Investment Company with Variable Capital) in other jurisdictions. Regulated fund managers who wish to use this as a fund vehicle must obtain DFSA authorisation.

Sources: DIFC — Variable Capital Companies¹⁰; DIFC Variable Capital Company Regulations (DIFC Laws Portal)²; 10 Leaves — DIFC VCC³

1.3 Fund Vehicles

DIFC domestic funds are classified by investor type and regulatory stringency. All require a DFSA-licensed Fund Manager¹¹ (Category 3C) unless managed by an External Fund Manager from a recognised jurisdiction.

Fund Type	Investors	Min. Subscription	Max. Unitholders	DFSA Process	Annual DFSA Fee
Public Fund	Retail + Professional	None prescribed	100+ (public offer)	Full registration (IOSCO-aligned)	Higher (per AUM)
Exempt Fund	Professional clients only	USD 50,000	100	Notification — 5 working days	USD 10,000
Qualified Investor Fund (QIF)	Professional clients only	USD 500,000	50	Notification — 2 working days	USD 5,000

Fund legal structures: Investment Company (including PCC and ICC umbrella structures), Limited Partnership, Investment Trust.

A Protected Cell Company (PCC) may be used as an umbrella fund: the PCC forms the core; each cell is a sub-fund. A PCC cell is not a separate legal entity — it is part of the PCC, with assets and liabilities ring-fenced per cell.

An Incorporated Cell Company (ICC) is similar but each Incorporated Cell is a separate legal entity with its own directors, board, and Articles. The ICC holds the infrastructure; each IC is a separately registered fund. ICCs are preferred for institutional multi-strategy platforms requiring full legal separation between sub-funds.

Sources: DFSA — Collective Investment Funds¹²; DFSA Rulebook — CIR Module¹³; 10 Leaves — DIFC Funds Regime³