Dubai International Financial Centre (DIFC), the global financial hub in the Middle East, Africa and South Asia (MEASA) region, has announced plans to introduce new Variable Capital Company (VCC) Regulations.

The proposed regulations aim to enhance investment structuring and asset management for proprietary investment activities within the DIFC.

Jacques Visser, Chief Legal Officer at DIFC Authority, revealed the launch of a public consultation for the proposed regime. He stated that the new VCC model offers a flexible share capital structure designed to support proprietary investment strategies.

The VCC framework is tailored for proprietary investments and does not require authorisation from the Dubai Financial Services Authority (DFSA) or the appointment of a regulated fund manager unless the company engages in regulated financial services. This makes the VCC an efficient vehicle for investors seeking flexibility and lower procedural burdens.

Key features of the proposed VCC Regulations include:

• Flexible structure options, allowing standalone companies or umbrella entities with incorporated or segregated cells
• Share capital equal to net asset value, enabling efficient share issuance and redemptions
• Distributions allowed from capital, not limited to profits
• Asset and strategy segregation with centralised management benefits

DIFC reported that the VCC model may particularly benefit family-owned businesses, high-value multi-asset holdings, and complex proprietary investment portfolios such as secondaries structures.

The proposed regulations are detailed in Consultation Paper No. 2 of 2025. The public consultation will remain open for 30 days, with comments accepted until 24 July 2025.

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