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The Dubai International Financial Centre (DIFC) has announced a public consultation for its proposed Variable Capital Company (VCC) Regulations, aiming to introduce a flexible and efficient structure for proprietary investment and asset management. The initiative is part of DIFC’s ongoing commitment to enhancing the investment ecosystem in the region and positioning itself as a hub for sophisticated financial structuring.

The new framework—outlined in Consultation Paper No. 2 of 2025—will be open for public feedback until July 24, 2025.

Key Objectives of the Proposed VCC Framework

The VCC model offers a highly flexible investment vehicle that can be used for both standalone companies and umbrella structures featuring incorporated or segregated cells. Notably, unless engaging in regulated financial services, a VCC will not require authorisation from the Dubai Financial Services Authority (DFSA) or the appointment of a regulated fund manager.

“The proposed regime offers a unique vehicle with flexible share capital structuring for proprietary investment activities,” said Jacques Visser, Chief Legal Officer at DIFC Authority.

Highlights of the VCC Regulations

The VCC structure is particularly suitable for complex investment strategies, secondaries, and high-value portfolios. Key features include:

• Flexible Legal Structures: Ability to form a standalone company or an umbrella structure with multiple cells.

• Dynamic Share Capital: Share capital tied to net asset value (NAV), allowing ease of issuing and redeeming shares.

• Flexible Distributions: VCCs can pay dividends from capital, not just profits, based on the NAV of the entity or cell.

• Asset Segregation: Enables ringfencing of assets and liabilities through segregated or incorporated cells, supporting varied risk profiles and strategic diversification.

• Operational Efficiency: Offers economies of scale through centralised governance while enabling individual investment strategies across cells.

Target Beneficiaries

The VCC regime is expected to appeal to:

• Family-owned businesses

• High-net-worth investment portfolios

• Multi-asset holding structures

• Private investment vehicles requiring enhanced asset segregation and flexibility

The structure is designed to simplify complex investment arrangements, making DIFC a more attractive jurisdiction for investors seeking regulatory clarity and administrative efficiency.

For more details, stakeholders can refer to Consultation Paper No. 2 of 2025, available on the DIFC Authority website. Comments and feedback must be submitted by 24 July 2025.

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