The Dubai International Financial Centre, DIFC is 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.

DIFC 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.

Structure and Management

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.

The ROC is staffed and administered under the supervision of the Office of the Chief Legal Officer (CLO) of the Dubai International Financial Centre Authority (DIFCA).

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 and an Assistant 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 or the Limited Liability Partnerships 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 see 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 another 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 IDFC 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 licence number as well as the licensee’s name, operating name, legal status, address, permitted activities, authorised manager’s name, and the issuance and expiry dates of the license. The Commercial Licence does not authrorize the licensee to undertake Financial Services requiring a DFSA licence, as is conspicuously indicated on the Commercial Licence. The Commercial Licence is renewed annually, by payment of annual renewal fee to the ROC no later than thirty (30) days after the expiry date.

Zero tax rate means - there will be no personal or corporate taxes levied for 50 years. This is guaranteed by Federal Decree and the guarantee will be renewable for a further period. No municipal or local authority taxes, levies or charges will be payable by institutions operating in the DIFC for a similar period.

Extent of foreign ownership for companies located in the DIFC-100 per cent foreign ownership is permitted. A branch office or a DIFC incorporated subsidiary will also be allowed to apply for a licence.

Labour laws applicable to the DIFC licensees - Local labour laws will not apply to DIFC licensees and there will be no requirement to have a fixed quota of nationals to be employed.

Cost of communication reasonable - Communication costs in the DIFC financial district will be significantly lower than current rates in Dubai and will be competitive with those in other financial centres including Singapore and Hong Kong.

DIFC is not another offshore tax haven. The DIFC is an onshore financial centre. It is comparable in the quality of its laws, regulation and supervision to London, Hong Kong, Tokyo or New York. With world class regulation, reporting requirements and transparency, it is clearly not an offshore centre.Nor is it a tax haven. Although the tax rate is zero, it not attracting any personal business. It is a wholesale not a retail finance centre, attracting business from institutions rather than individuals.

DIFC's independence is enshrined in the Dubai Law No.3 of 2002. This established the Centre as a Financial Free Zone with a substantial degree of sovereignty. The independent operation of the DIFC will be safeguarded by its strong team of independent regulators recruited from internationally recognised regulatory bodies and financial institutions.The history of so many successful business projects in Dubai over the last 30 years is one of independent operation. It is in the interests of Dubai, as well the international financial community, that the DIFC should operate independently.