Incorporate a non-financial or retail private company in DIFC. PROXPAT prepares the portal application, stakeholder and ownership documents, and the post-incorporation filings and visas.
Page last updated: . Requirements, government fees and processing times are set by the relevant UAE authority and can change.
DIFC Company Formation: Setting Up a Private Company
Dubai International Financial Centre (DIFC) is a financial free zone with its own legal framework, and it is a different proposition from Dubai's other free zones. Companies are incorporated under DIFC Companies Law No. 5 of 2018 and the Companies Regulations, through the DIFC Portal.
This page covers private companies carrying out non-financial and retail activities. It follows DIFC's Private Company Non-Financial and Retail Handbook, approved on 24 March 2026. Firms offering regulated financial services also need authorisation from the Dubai Financial Services Authority (DFSA), which is a separate process.
PROXPAT helps you prepare the single-submission application, gather certified stakeholder documents, choose a registered address route and meet DIFC's filing calendar after incorporation.
Private Company Basics
| Requirement | DIFC position |
|---|---|
| Legal basis | DIFC Companies Law No. 5 of 2018 and the Companies Regulations |
| Shareholders | At least one: an individual, a body corporate or a government entity |
| Directors | At least one, aged 18 or over |
| Authorised signatory | At least one, aged 18 or over, shown on the DIFC licence |
| Senior management | At least one representative: the most senior individual working for the entity |
| Company secretary | Optional |
| Share capital | Issued share capital greater than zero, in one or more share classes, in a currency such as AED or USD |
| Name | Must end with "Limited" or "Ltd.", comply with the DIFC Naming Policy and reflect the activity, for example "Holding" for a holding company |
DIFC Fees for a Private Company
| Fee | Non-retail | Retail |
|---|---|---|
| Incorporation fee | USD 8,000 | USD 3,400 |
| Licence fee, on incorporation and every year | USD 12,000 | USD 5,100 |
| Innovation licence: incorporation / licence | USD 100 / USD 1,500 | Not applicable |
| New establishment card (normal / express) | USD 618 / USD 656 | USD 618 / USD 656 |
| Personnel sponsorship agreement deposit | USD 680 | USD 680 |
| Data protection notification, if processing personal data | USD 750 (non-financial) | USD 250 |
An additional AED 20 in Knowledge and Innovation fees applies to licence and government service fees. Entities that do not process personal data pay no data protection notification fee.
What the published components add up to
For a non-retail private company, incorporation (USD 8,000), the first licence (USD 12,000), a normal establishment card (USD 618), the sponsorship deposit (USD 680) and the non-financial data protection fee (USD 750) total USD 22,048. For a retail company the same items total USD 10,048. Office, visas and the AED 20 fees come on top.
Please note: the Innovation licence carries discounted licence fees for the first two years. From year three to seven the discount continues only for entities with 10 or fewer employees, and the normal USD 12,000 applies from year eight. Venture capital, Future of Finance and Future Economies fund managers pay no incorporation fee, and their licence renewals are USD 0, USD 4,000 and USD 8,000 before the normal fee applies.
The Five-Step DIFC Process
Step 1: Submit "Register with DIFC" through the DIFC Portal. No payment is due at this stage.
Step 2: Receive the initial approval email, typically within 3 to 5 working days.
Step 3: Arrange the registered address, and register the lease if required.
Step 4: Pay the fees and e-sign the Articles of Association and, where applicable, the Personnel Sponsorship Agreement through DocuSign.
Step 5: Receive the company licence and certificate of incorporation.
The application is a single submission, and the entity type (financial, non-financial, retail or fund) cannot be edited afterwards. Choosing the wrong one means starting a new application, so settle it first.
What the Application Asks For
| Section | What you provide |
|---|---|
| Information required | Business sector, type of setup (new entity, branch or transfer), legal structure and company type, and your capacity; registration agents name their corporate service provider |
| Entity background | Parent details and activities, ownership structure, planned activities, target markets, business model, client types, and affiliates in DIFC or other free zones |
| Supporting documents | Group ownership structure if there is a parent (not for DNFBPs); consent letter if sharing an affiliate's office; trust deeds if a trust is involved |
| Business activities | Chosen from DIFC's lists; some need approval from other government authorities |
| Share capital | Each share class, number of issued shares, currency and nominal value |
| Stakeholders | Shareholders, directors, company secretary, senior management and authorised signatories |
Passport certification
Shareholders, directors and company secretaries who are individuals need certified passports. This is done either by digital verification with a liveness check through the portal, or by uploading a copy certified by a law firm, corporate service provider or other authorised certifier.
Registered Address Options
- Leasing office space not managed by DIFC Investments: register the lease with the Registrar of Real Property after initial approval.
- Co-working, shared office or DIFC Investments space: the separate lease registration step is not required.
- Sharing an affiliate's office: allowed only if the host is an affiliate and the registered leaseholder, with a consent letter from the host.
DIFC Compliance Calendar
| Filing | Deadline |
|---|---|
| Data protection notification | Within 6 months of incorporation, for companies that said they process personal data |
| Licence renewal and confirmation statement | On licence expiry, and no later than 30 days after |
| Audited accounts (non-small private company) | Within 7 months of the financial year end |
| Accounts (other private companies) | Within 9 months of the financial year end |
| Appointment or cessation of an auditor | Within 30 days |
| Changes to directors, secretary, shareholders, beneficial owners, share capital, name, address, activities, articles or signatories | Within 30 days of the change |
| Special resolutions of shareholders | Within 30 days of the resolution |
The handbook describes a small private company as one with 20 or fewer shareholders, or annual turnover of USD 5 million or less.
DEWS: DIFC's Workplace Savings Plan
Instead of the traditional end-of-service gratuity, DIFC employers use the DIFC Employee Workplace Savings Plan (DEWS). Participation is mandatory under DIFC Employment Law.
| Obligation | Rule |
|---|---|
| Authorised signatory | Appoint a DEWS authorised signatory to execute the Deed of Participation on the DIFC Portal |
| Enrolment | Register the entity, then enrol eligible employees on or before the end of probation |
| Contributions | 5.83% of basic salary for employees with less than five years of service; 8.33% for more than five years |
| Exemptions | Apply on the portal for a DEWS Exemption Certificate or Certificate of Compliance where an exemption applies |
Outside DIFC, UAE labour law gratuity is 21 days' basic wage per year for the first five years and 30 days per year after. See the labour law guide for employers.
DIFC or ADGM?
| DIFC private company | ADGM (2025 schedule) | |
|---|---|---|
| Non-financial or non-retail: first year | USD 8,000 incorporation + USD 12,000 licence | USD 5,800, including data protection |
| Non-financial or non-retail: renewal | USD 12,000 licence | USD 5,300, including data protection |
| Retail: first year | USD 3,400 incorporation + USD 5,100 licence | USD 2,800, including data protection |
| Office | Registered address; lease registration if not DIFC Investments space | Registered office address in ADGM at all times |
Both are financial free zones with their own frameworks. See ADGM company formation.
Is DIFC the Right Choice?
DIFC's fees are well above standard free zone packages, such as Meydan's base setup from AED 12,500. It suits businesses that specifically want DIFC's legal framework and address, or that serve the financial community based there. For many service businesses a standard free zone does the same job for less, so compare options in our business setup cost calculator and free zone guide.
How PROXPAT Helps
Entity type and activity check
Single-submission application preparation
Passport certification and parent documents
Registered address route and lease registration
Fee payment and e-signing coordination
Establishment card and visas
DEWS enrolment set-up
Annual filings and licence renewal
Frequently Asked Questions
Choose the right financial free zone.
Explore connected PROXPAT services that support the same client journey.
The licence is the start of the government work, not the end of it
Once the trade licence is issued, the sequence that actually lets you operate begins: the establishment card, the MOHRE and immigration files, your employee quota, then employee visas and work permits. After that it repeats every year — renewals, cancellations when people leave, and licence renewal and amendments.
Companies that would rather not build that function in-house put it on a monthly PRO retainer from AED 700, or use it per transaction. Government fees stay separate and itemised either way.
The first six months after incorporation
- Establishment card issued through immigration
- MOHRE file opened and e-signature completed
- Employee quota checked before hiring
- Offer letters, work permits and entry permits
- Medical, Emirates ID and visa stamping
- Corporate tax and VAT registration where they apply
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Incorporate Your DIFC Private Company
PROXPAT prepares the DIFC Portal application and certified documents, coordinates payment and e-signing, and keeps your filings and DEWS on schedule.