How to Setup a Non-Regulated Entity in DIFC

DIFC is a unique purpose-built financial free zone strategically seated at the heart of Dubai. It provides resourceful policies for business and financial institutions reaching out to developing markets of the region and beyond. It brings a solid ground for investment because of its eminence and independent framework, with a common law structure and tax-free jurisdiction.

The DIFC Authority has entirely an autonomous directive. DIFC plays a paramount role in meeting the rapidly growing demand for effective legal framework for commercial and financial activities in the region. Aside from regulated financial institutions, DIFC does allow setting up of non-regulated entities.

Non-regulated entities are simply those which are not engaged in financial services. Example of such are holding companies, companies carrying out proprietary investments or service providers such as car park rental, beauty salons, restaurants and cafes.In most cases, the DIFC does not require approval from Dubai Financial Service Authority for such activities, mainly because the DFSA’s regulatory mandate only includes entities involved asset management, banking and credit services, securities, collective investment funds, custody and trust services, commodities futures trading, Islamic finance, insurance, an international equities exchange, and an international commodities derivatives exchange.Setting up a non-regulated entity is simpler than that of a regulated entity.

One can setup different types of legal structures including Limited Liability Company (LLC), Company Limited by Shares (LTD), Limited Liability Partnership (LLP), General Partnership and Limited Partnership.

For example, to setup an LLC, an application form along with a comprehensive business plan, management biographies, audited annual accounts and passport copy of the UBO are submitted to Registration Review Committee. Once satisfied, the Committee will issue a provisional approval. Once the applicant has been issued the provisional approval, the applicant will be granted an online application portal through which the completion of incorporating the company will take place. During this stage of the process the applicant will be required to:

  • Fill up the details of the proposed company;
  • Secure an operating location within the DIFC;
  • Execute Articles of Association; and,
  • Sign a personnel sponsorship agreement with respect to the employees to be employed.

The presence of the applicant will be requested at the time of the signing of the Articles of Association and the Personnel sponsorship agreement before a DIFC official, unless otherwise, a notarized Power of Attorney is granted in favour a third person.

The DIFC ROC will review the application and if approval has been issued, will issue the Incorporation Certificate and Commercial License. Consequent to the incorporation, the Share Capital of USD 50,000, which is the minimum capital requirement, will be required to be deposited into the Company’s Bank account to formally allot the shares to the shareholder(s).For more details about setting up your company in DIFC, contact us to get a free consultation with one of our business formation specialists.