Dubai, UAE, 10 February, 2026: Dubai International Financial Centre (DIFC), the leading global financial centre in the Middle East, Africa and South Asia (MEASA) region, to enact new Variable Capital Company (“VCC”) Regulations. The Regulations seek to significantly enhance investment structuring and asset management options for proprietary investment in DIFC.

Jacques Visser, Chief Legal Officer at DIFC Authority, said: “DIFC Authority is excited to announce the enactment of its Variable Capital Company Regulations. The Variable Capital Company Regulations advance DIFC’s position as a global hub for sophisticated investment structures. The VCC regime also caters to a wide spectrum of applicants, supported by Corporate Service Providers to ensure strong compliance and operational integrity across the sector.”

Variable Capital Company Regulations

The proposed VCC framework is designed to accommodate proprietary investment activities and will not require DFSA authorisation or a requirement for a regulated fund manager, unless the vehicle engages in regulated financial services activities. This positions the VCC as an efficient vehicle for investors seeking the benefits of collective investment activity, or segregated investment strategies, whilst leveraging the flexibility and reduced procedural requirements for managing share capital.

Expanded access to the VCC regime

Following public consultation, the Regulations introduce expanded eligibility criteria allowing any applicant to apply to establish a VCC in DIFC, provided the VCC appoints a Corporate Service Provider (CSP) to perform administrative, compliance and regulatory liaison functions with the Registrar of Companies on its behalf. This requirement ensures robust governance and operational oversight for VCCs formed by unregulated or non‑DIFC entities.

Exempt VCCs, including those controlled by DIFC Registered Persons, Authorised Firms, government entities or publicly listed companies, are not required to appoint a CSP.

Key features of the VCC regime

Key features of the proposed VCC Regulations include:

Structure: A VCC may be established as a standalone company, or an umbrella structure with either incorporated or segregated cells.

Flexible Share Capital: Share capital is equal to net asset value, providing flexibility for issuing and redeeming shares and enabling efficient capital inflows and outflows.

Distributions: A VCC is not restricted to paying dividends out of its profits but can make distributions from capital based on the VCC’s (or relevant Cell’s) net asset value.

Asset segregation: A VCC enables segregation of assets and investment strategies through incorporated or segregated cells, facilitating different risk profiles and the ringfencing of asset liability, whilst allowing for economies of scale through centralised management and oversight.

The VCC model will be of particular interest to family-owned businesses, high-value multi asset holdings and complex proprietary investment portfolios, such as secondaries structures, that wish to benefit from consolidated management and the structuring options and flexibility that a VCC provides.

Enactment

The Regulations were enacted on 09 February 2026. DIFC Legislation can be accessed via DIFC’s legal database.