Anas Ebrahim, COO of MS Holdings, talks about why it was necessary to update the regulations, how these changes will open up the applicant base, and who stands to benefit.
Background
The DIFC has amended its Prescribed Company (PC) Regulations, significantly expanding and simplifying the regime governing special purpose vehicles (SPVs).
The revised framework broadens access to holding and structuring vehicles by removing previous qualifying requirements. Any applicant may now establish or continue a PC in DIFC, provided they appoint a DIFC licensed Corporate Services Provider (CSP) as the primary compliance and administrative interface with the Registrar of Companies.
Why was it necessary to amend these regulations?
"The previous regime worked on a multi-track eligibility test. This amendment retires that original eligibility structure and makes CSP appointment the standard basis for setting up a Prescribed Company. It reflects DIFC's broader pattern of keeping its legal framework responsive rather than static widening legitimate access to its holding and structuring vehicles, while relying on licensed CSPs to carry the compliance oversight that used to sit within the eligibility test itself," states Anas Ebrahim of MS Holdings.
"The old eligibility criteria kept it tied to entities with an existing connection which meant it was not serving the market that actually wanted it most: family offices, private wealth structures, and international groups looking for a clean, low-friction holding vehicle. Meanwhile, ADGM and RAK ICC have been winning that business so this amendment is DIFC recognising that and repositioning the PC regime to compete properly."
What do you think are the most significant changes – and why?
"The headline change is the removal of the eligibility criteria - DIFC has opened the PC vehicle to a far wider base of applicants. But the change that actually matters more, in my view, is making CSP appointment mandatory for most applicants. That's the real design decision here: DIFC is not just deregulating, it is relocating where the compliance responsibility sits - from a registrar-level eligibility check to an ongoing obligation on licensed CSPs. It is a more sophisticated model, and it is the same logic other leading SPV jurisdictions already use," continues Ebrahim.
Who is likely to be impacted?
"Family offices and private wealth structures stand to benefit most directly and this gives them a straightforward DIFC holding vehicle without needing a full regulated presence. Groups using SPVs for securitisation, asset segregation or escrow purposes get the same benefit. The other side of this is CSPs, who now carry meaningfully more responsibility and a larger client base to onboard and monitor - this is as much a shift for service providers as it is for end users," adds Ebrahim.
Could there be any unintended consequences?
"The one I would flag is capacity. Opening the gate wider is only as good as the CSP infrastructure behind it - if demand for PC formations outpaces CSPs' ability to properly onboard and diligence clients, DIFC risks the opposite of what it intended: friction and inconsistency rather than accessibility. The integrity of the regime now depends heavily on how rigorously that CSP layer is applied across the market, not just on DIFC's rulebook. That's worth watching as adoption picks up."