Upon business setup in DIFC, you must decide on your legal form. DIFC allows four primary types of legal structures: companies, partnerships, non-profits, and foundations.
The following are your specific options:
Public company (PLC)
Private company (LTD)
Recognized company (a branch of an existing foreign company)
General partnership (GP)
Recognized partnership (RP, a branch of an existing foreign general partnership)
Limited partnership (LP)
Recognized limited partnership (RLP, a branch of an existing foreign limited partnership)
Limited liability partnership (LLP)
Recognized limited liability partnership (RLLP, a branch of an existing foreign limited liability partnership)
Non-profit incorporated organisation (NPIO)
Foundation
Recognized foundation (a branch of an existing foreign foundation)
Companies, limited partnerships, NPIOs, and foundations incorporated in other jurisdictions may transfer their incorporation to DIFC. This is called continuation and leads to the formation of the Continued Company, Continued LP, Continued NPIO, and Continued Foundation legal structures.
All legal structures apply to both financial and non-financial entities, but retail entities cannot be NPIOs and Foundations (or their recognized and continued variants).
The DIFC Registrar of Companies receives, reviews and processes applications from would-be DIFC registrants. Private companies must have at least one director but don’t need a secretary or annual general meetings. They may have from one to 50 shareholders without a minimum share capital requirement, with shares available through private placement subscription. Private companies with fewer than 20 shareholders and less than $5,000,000 in annual turnover are considered Small Private Companies, and they’re exempt from filing obligations.
Public companies must have at least two directors, a secretary, annual general meetings, and one to unlimited shareholders. Shares are publicly offered, and a minimum share capital of $100,000 is required, 25% of which must be fully paid up.
The DIFC business setup for funds is a little different. Funds must choose any of these four legal structures:
Investment company (open ended or close ended)
Protected cell company (open ended only)
Incorporated investment cell company (open ended or close ended)
Limited partnership