DIFC Variable Capital Company Regulations 2026
Client Alert | February 12, 2026
The Dubai International Financial Centre Authority has now issued the Variable Capital Company Regulations 2026, which were enacted on 9 February 2026.
Further to our previous update, the Dubai International Financial Centre Authority has now issued the Variable Capital Company Regulations 2026 (Regulations), which were enacted on 9 February 2026. Some of the key updates to the draft regulations in 2025 include:
Removal of the Qualifying Applicant Concept
One of the most significant changes in the final Regulations is the removal of the previous “Qualifying Purpose” requirements that restricted VCC formation to specific structures such as Aviation Structures, Crowdfunding Structures, Intellectual Property Structures, Maritime Structures, Structured Financing, and Secondaries Structures. Under the final Regulations, these flexible corporate forms are now available more broadly to applicants without the need to demonstrate a specific qualifying purpose.
Introduction of the “Exempt VCC” Category
The Regulations introduce an “Exempt VCC” category, which applies where the Controller of a Variable Capital Company is: (a) a Registered Person; (b) an Authorised Firm; (c) a Government Entity; or (d) a Publicly Listed Entity. Incorporated Cells of an Exempt VCC are automatically deemed exempt. Exempt VCCs benefit from certain operational flexibilities, including the ability to use the Registered Office of an Affiliate rather than being required to appoint a Corporate Service Provider.
Mandatory Corporate Service Provider Requirement
Unless a VCC qualifies as an Exempt VCC, it must appoint a Corporate Service Provider to act on its behalf, and the same requirement applies to its Incorporated Cells. A VCC that fails to comply with this requirement is liable to a fine of up to USD 20,000 and up to USD 100,000 for failure to make documents and information available to its Corporate Service Provider.
The Regulations introduce a comprehensive framework governing the duties and obligations of Corporate Service Providers, including requirements to lodge documents and fees with the Registrar, make filings on behalf of the VCC, and maintain copies of required records. Corporate Service Providers are required to provide a Cessation Notice to the Registrar within ten days if they cease to act for a VCC, with failure to do so attracting a fine of up to USD 2,000.
Continuation of a VCC Outside the DIFC
The Regulations introduce notice requirements where a VCC seeks to be continued as a Foreign Company in a foreign jurisdiction. The VCC must provide thirty days’ notice to creditors and persons with outstanding contracts, and publish a notice in an Appointed Publication at least thirty to forty-five days prior to applying for such continuation.
Removal of Incorporated Cell Transfer Provisions
Article 10.3 of the draft regulations, which provided a detailed framework for the transfer of an Incorporated Cell from one VCC to another (including the Transfer Agreement process, director declarations, and Registrar approval procedures), has been removed entirely from the final Regulations.
Gibson Dunn’s lawyers are available to assist in addressing any questions you may have regarding these issues. For additional information about how we may assist you, please contact the Gibson Dunn lawyer with whom you usually work, any leader or member of the firm’s Mergers & Acquisitions or Private Equity practice groups, or the authors:
Andrew Steele – Abu Dhabi (+971 2 234 2621, asteele@gibsondunn.com)
Omar Morsy – Dubai (+971 4 318 4608, omorsy@gibsondunn.com)
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