DIFC Dubai International Financial Centre: Corporate Brochure



Dubai International Financial Centre

The DIFC is the world's fastest growing international financial centre. It aims to develop the same stature as New York, London and Hong Kong. It primarily serves the vast region between Western Europe and East Asia. Since it opened in September 2004, the DIFC has attracted high caliber firms from around the globe as well as its region. A world-class stock exchange, NASDAQ Dubai (formerly known as the Dubai International Financial Exchange or DIFX), opened in the DIFC in September 2005.

The DIFC is a 110-acre free zone. It is part of the larger vision of His Highness Sheikh Mohammed Bin Rashid Al Maktoum, Vice-President and Prime Minister of the UAE and Ruler of Dubai, together with the Government of Dubai, to create an environment for progress and economic development in the UAE and the wider region.

Sectors of Activity

The DIFC focuses on several sectors of financial activity: Banking and Brokerage (Investment Banking, Corporate Banking & Private Banking); Capital Markets (Equity, Debt Instruments, Derivatives and Commodity Trading); Wealth Management (Asset Management, Fund Registration and Family Office); Reinsurance and Captives; Islamic Finance & Ancillary Services.

Financial institutions may apply for licences in the above sectors. Firms operating in the DIFC are eligible for benefits such as a zero tax rate on profits, 100 per cent foreign ownership, no restrictions on foreign exchange or repatriation of capital, operational support and business continuity facilities.

Financial services in the DIFC are regulated to international standards by the Dubai Financial Services Authority (DFSA).

About DIFC

Located at the crossroads of the major international capital markets of New York and London (in the West) and Hong Kong (in the East), Dubai is the complementary hub connecting the region with the 24 hour/7 days a week global financial network.

The Dubai International Financial Centre was conceived by the Government of Dubai for the benefit of the UAE and the wider region as a whole. Its remit is to create a regional capital market, offering investors and issuers of capital world-class regulations and standards. Its hallmarks are: integrity, transparency and efficiency.

As a new global jurisdiction for financial institutions, the DIFC offers its participants a highly attractive investment environment, including:

  • 100 percent foreign ownership
  • zero percent tax rate on income and profits
  • wide network of double taxation treaties available to UAE incorporated entities
  • no restrictions on foreign exchange or capital/profit repatriation
  • dollar denominated environment
  • transparent operating environment with high standards of rules and regulations
  • strict supervision and enforcement of money laundering laws
  • ultra modern office accommodation, state-of-the-art technology, sophisticated infrastructure, data protection/security, operational support and business continuity facilities of uncompromisingly high standards.

But unlike ‘offshore’ tax havens, the DIFC is a fully fledged ‘onshore’ capital market, comparable to Hong Kong, London and New York.

Operating in DIFC
Establishment of DIFC Registrar of Companies
DIFC

The Registrar of Companies (ROC) is established under Article 7 of DIFC Law No. 3 of 2006 (Companies Law) as a statutorily created “Centre Body”, as defined in DIFC Law No. 9 of 2004, pursuant to which the principal Centre Bodies of the DIFC were established and assigned their respective roles and responsibilities.

Structure and Management

The incumbent Registrar of Companies (ROC), appointed by resolution of the DIFC President, His Highness Sheikh Mohammed Bin Rashid Al Maktoum, Vice-President and Prime Minister of the UAE and Ruler of Dubai on 17 September 2004, is Dean A. Ferris, CLO of DIFC Authority. In addition to the ROC, the function is staffed with and supported by a Deputy Registrar of Companies, an Assistant Registrar of Companies, Senior Administrative Officer and Registry Documentarian.

The Role and Functions of DIFC Registrar of Companies

The role of the ROC staff is to advise on, receive, review and process all applications submitted by prospective DIFC registrants seeking to establish a presence in the DIFC in accordance with the Companies Law, the General Partnership Law, the Limited Liability Partnership Law, or the Limited Partnership Law, and the implementing regulations applicable thereto.

Types of Companies

Under the Companies Law, a prospective registrant may seek to establish a company limited by shares (LTD), limited liability company (LLC) or a branch office of a pre-existing foreign company (Recognized Company). A party may also seek to transfer the incorporation of an existing company to the DIFC from another jurisdiction (Continued Company).

Under the Limited Liability Partnership Law a prospective registrant may seek to establish a limited liability partnership (LLP), or a branch of a pre-existing foreign limited liability partnership (RLLP). Under the General Partnership Law, a prospective registrant may seek to establish a general partnership (GP) or branch of a pre-existing foreign general partnership (RP). Under the Limited Partnership Law, a prospective registrant may seek to establish a limited partnership (LP) or a branch of pre-existing limited partnership (RLP). A party may also seek to transfer the existing limited partnership into DIFC from another jurisdiction (Continued Limited Partnership/Foreign Limited Partnership).

An LTD or LLC, may be established in the DIFC by one or more natural persons or corporate entities (persons). LLPs, GPs and LPs may be established by two or more persons provided in the case of an LLP, that a natural person is the “designated member” of the LLP. The Recognized Company may only be set up by another corporate entity, while the Recognized Partnerships may only be set up by other existing partnerships. While LTDs, LLCs, LLPs and LPs are "incorporated" entities, having separate and independent legal status from their incorporator(s), the Recognized Company and Recognized Partnerships are "registered" entity and, as such, are mere extension (and, for purposes of legal authority and liability, is an inseparable part) of the foreign-incorporated company/partnership through whose head office it is registered in the DIFC. A transfer of incorporation, once completed, has the effect of establishing the transferred company in the DIFC as if it were incorporated under the Companies Law. A transfer of limited partnership, once completed, has the effect of establishing the transferred partnership in the DIFC as if it was incorporated under Limited Partnership Law.

Upon the establishment of an LTD, LLC, LLP or LP, the ROC issues to the incorporator(s) a "Certificate of Incorporation". Upon the establishment of a Recognized Company or Recognized Partnership/Recognized Limited Liability Partnership/Recognized Limited Partnership the ROC issues to the head office or partnership, respectively, a "Certificate of Registration". Upon transfer of incorporation or limited partnership to the DIFC, the ROC issues to the transferred company a “Certificate of Continuation”.

In all other respects the three documents are identical in form, bearing the seal and signature of the ROC, the name and status of the incorporated, continued or registered entity, its registration number, and the date of issuance.

Non-Regulated Commercial License

According to DIFC Operating Regulations, simultaneously with the issuance of a certificate of incorporation, registration or continuation, the ROC issues a corresponding Commercial License. The purpose of a Commercial License is to expedite contracting for municipal and commercial services essential to the establishment and operation of the licensee’s premises and carrying out its on-going operations. The application for a certificate of registration, incorporation or continuation is considered to also be an application for a Commercial License. The Commercial License sets out the license number as well as the licensee’s name, operating name, legal status, address, permitted activities, authorized manager’s name, and the issuance and expiry dates of the license. The Commercial License does not authorize the licensee to undertake Financial Services requiring a DFSA license, as is conspicuously indicated on the Commercial License. The Commercial License is renewed annually, by payment of annual renewal fee to the ROC no later than thirty (30) days after the expiry date.

Doing Business in the DIFC

PricewaterhouseCoopers in collaboration with DIFC Authority issued the guide that has been prepared to assist financial institutions and service providers interested in doing business in the Dubai International Financial Centre. The guide has a similar feel and format to the doing business guides that PricewaterhouseCoopers has published in the past. It is factual and practical in nature, providing financial institutions and service providers with the necessary information on operating from within the DIFC. It seeks to address some of the important business-related questions that may arise. Topics covered include overview of the DIFC, the opportunities and benefits of setting up, business licensing and registration process etc.

Welcome to DIFC: beyond the workplace

Nestled in the heart of the financial district is a lifestyle sanctuary for people who seek the finer things in life. An impeccable mix of retail and fashion, premium F&B, fine art and culture, combined with iconic architecture, the DIFC has one of the region's most unique retail and cultural environments.

The lifestyle heart of DIFC is the Gate Village, a buzzing enclave of art, culture and fashion that brings a unique creative exuberance to the financial district. The ritzy art quarter houses galleries that showcase a variety of contemporary and historical art and is the hub of Dubai's art world. A growing number of international fashion boutiques make the Gate Village the most sought-after meeting point for the city's fashion aficionados. Delightful coffee houses and specialty restaurants complete the offering to make the Gate Village the ultimate location for people who enjoy the high life.

For people considering higher education or professional training courses, the DIFC Centre of Excellence offers a wide range of globally ranked executive education and professional development programmes through partners such as: Cass Business School, Duke Fuqua School of Business, IBA, ICA, Queen's School of Business and The Schulich School of Business.

Visitors to the DIFC are treated to a unique culture and lifestyle experience that is being called Dubai's answer to Wall Street, Bond Street, and the Champs Elysees all rolled into one. This is because we know that art, inspiring architecture and higher education are all important to a progressive, urban, knowledge-based society.

Registration Procedures
Proposed Financial/Complimentary Services

The registration process with the Registrar of Companies (ROC) is coordinated with a parallel license application process conducted by the Dubai Financial Services Authority (DFSA), the regulatory body of the DIFC.

The process begins with the prospective licensee/registrant’s inquiry with the Business Development Department (BDD) of the DIFC, specifically with a representative of one of the five sub-departments of the BDD (Banking, Asset Management/Fund Registration, Capital Markets, Islamic Banking and Complimentary – i.e., auditing/accounting or legal - Services) which has the specific responsibility for the financial services’ activity contemplated by the applicant.

Once the prospective licensee’s intended financial service activities have been reviewed and accepted by the BDD, who will liaise closely with the DFSA to see whether such activity is acceptable to the DFSA, the prospective licensee is provided application forms which they must fill out completely and submit directly to the DFSA. The prospective licensee must also pay a non-refundable license fee which varies according to the intended financial activity.

The DFSA reviews the submitted application, and will indicate to the prospective licensee whether a license will be issued or not. If the prospective licensee is not going to be issued a license, the process ends there. If the prospective licensee is to be issued a license, they are so advised and are then required to approach the ROC to register their company prior to a license being formally issued.

Once a prospective licensee has been registered with the ROC, the latter will liaise with the DFSA regarding its issuance of the registrant’s financial services license.

Proposed Non-Financial Services

The registration process begins with an applicant’s inquiry with (CR) department regarding the possibility of establishing the contemplated business in the DIFC.

If this inquiry is favorably concluded preliminarily, the applicant submits to the CR representative a complete/signed application form, a business plan. The application is reviewed by the CR staff to determine whether the applicant’s intended activity is consistent with the then applicable mix-use master plan of the DIFC.

If the application is accepted, it is forwarded by CR to the DIFC Registration Review Committee (RRC), which is staffed by the heads of various DIFC Authority departments. The function of the RRC is to determine whether the proposed business activity will add significant value to the DIFC and vice versa. If the application is rejected, the applicant is not allowed to re-apply for the same activity for a minimum of twelve months. If during that twelve month period the Master Plan is changed to accommodate the proposed business, the applicant will be so notified and will be allowed to immediately re-apply for admission. If the application is accepted, the applicant is informed of this fact by CR.

The ROC then reviews the application documents, and if the documentation is complete, the relevant Certificate of Incorporation, Registration or Continuation will be issued to the applicant, along with its non-regulatory Commercial License.