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Deal by Design
Welcome to this edition of Law Update, focusing on the evolving M&A landscape across the MENA region. With deal activity and value continuing to grow, the region is seeing increased investor interest alongside a changing regulatory environment.
This edition explores key legal and market developments affecting M&A transactions, including regulatory reforms, foreign investment, governance, due diligence and deal structuring across the region.
The Dubai International Financial Centre (“DIFC”) does no cease to impress with the richness of its offering. This comprehensive framework applies to investment structures, financial services provider, as well as proprietary investment vehicles and family office solutions. Situated at the intersection of regional and global finance, the DIFC continues to stand out as a premier jurisdiction for family wealth management, preservation, and succession planning.
Interestingly, when families think of a family office, their natural focus is the role the family office would play, rather than the legal technicalities involved in its formation or operation.
In this article, we wanted to share with you our findings concerning two distinct solutions available to families, under the DIFC regime, seeking to establish a family office, namely: (i) a Family Arrangements Regulations Single Family Office (“FAR SFO”) operating under the Family Arrangements Regulations 2023; and (ii) a general holding, proprietary investment, and managing office entity operating under the DIFC Companies Law No. 5 of 2018 (“General SFO”).
As you will see, whilst the FAR SFO operates under the FAR and benefits from specific provisions such as private company status, access to a private register, and tailored dispute resolution mechanisms, the General SFO is a conventional corporate structure used primarily to hold and manage investments or shares in other companies.
Established in Dubai in 2004, the DIFC has become a premier family business, wealth preservation and financial services hub thanks to its independent regulatory and legal system, as well as numerous wealth preservation-focused initiatives. The DIFC offers a flexible approach to legal structures, enabling businesses to choose the most suitable framework for their needs.
Further enhancing its appeal, the DIFC is home of an independent court system with judgements recognised and enforceable throughout the GCC and across many other jurisdictions, providing a level of legal certainty and security that is unmatched in the region.
A FAR SFO is established to provide a wide range of services exclusively to one family, including succession and legacy planning, investment management, legal and fiduciary support, and strategic business advisory. The FAR SFO must meet a minimum net asset threshold of USD 50 million and is exempt from Dubai Financial Services Authority (“DFSA”) regulation provided it serves only one family.
Scope of Activities
Activities that a FAR SFO can provide to the family, family entities, and family businesses are vast, and include, in particular wealth and asset management, succession and legacy planning, family governance, administration and operations risk management, concierge services and lifestyle.
Eligibility and Requirements
To establish a FAR SFO in the DIFC, the family must first ensure it meets the eligibility criteria, including a minimum net asset value of USD 50 million. The process begins with submitting an application to the DIFC Registrar of Companies (“ROC”), accompanied by a statement/ letter outlining key details such as the family’s structure, entities, source of wealth and funds, control arrangements, and ultimate beneficial ownership.
The FAR SFO must disclose its shareholders, directors, secretary, and ultimate beneficial owner to the ROC, and pay the applicable DIFC fees. Upon approval, the entity must comply with the FAR and provide services solely to members and entities of the same family.
Privacy and Confidentiality
A licence that a FAR SFO obtains under the FAR offers access to a private register. Under the FAR, the FAR SFO can request the ROC to maintain the details of the shareholders and directors of the FAR SFO under the ROC’s private register, rather than make those public under the public register of the DIFC. To benefit from that mechanism, the FAR SFO should apply to the ROC for the Private Register option.
A General SFO is a conventional company used primarily to hold and manage investments or shares in other companies, governed by DIFC Companies Law. Its shares or actions can go beyond those concerning a Single Family. Its shareholders do not need to come from the Single Family. Neither is there a specific asset value requirement appliable. Whilst a General SFO may engage in investment-related activities and intra-group services, its activities’ scope is somewhat narrower, as it would not normally extend to concierge or generational governance matters.
Scope of Activities
The General SFO is established for general corporate purposes such as holding shares/assets, proprietary investment, and intra-group management/administration as per licensed activities. The permitted activities include holding company activities, investment in commercial enterprise and management and managing office activities.
Incorporation Process
Setting up a General SFO involves selecting a legal structure, typically a private company limited by shares, preparing the necessary incorporation documents, and submitting an application with the ROC.
The General SFO can, in some specific cases, benefit from the Private Register solution. However, for the Private Register option to be available, the General SFO must prove to the ROC that it is in fact a Family Entity whose shareholding and directorship should be subject to confidentiality, rather than public disclosure.
Licensing Framework
A general commercial licence that a General SFO obtains is issued by the ROC under the DIFC Companies Law and is suitable for entities conducting standard business activities, such as investment holding, or managing office. Whilst this licence allows an entity to provide services to related parties, including shareholders who may be family members, it does not grant access to the specialised provisions available under the FAR, and the scope of services is more limited and must align strictly with the activities listed in the commercial licence.
Eligible Beneficiaries
A General SFO may serve group entities or any of its shareholders, or other parties who are controlled or owned by this entity, directly or indirectly. A General SFO can provide services to individual family members or family-connected structures that are not part of the same corporate group, provided it complies with DIFC law.
As illustrated, families seeking to establish a dedicated family office in the DIFC have two viable and well-defined options: the FAR SFO and the General SFO. Each of those offers distinct advantages and is governed by a separate regulatory framework, allowing families to select the model that best aligns with their wealth profile, governance preferences, and long-term objectives.
Notwithstanding, regardless of the structure selected, both models benefit from the DIFC’s robust legal and regulatory ecosystem, underpinned by an independent court system and a reputation for transparency, international standards, and investor confidence.
In a rapidly evolving global economy, the DIFC provides not only a stable and trusted environment for family offices but also a platform for future growth and intergenerational continuity.
Whether seeking the specialized privacy and tailored governance of the FAR SFO, or the streamlined flexibility of the General SFO, families can look to the DIFC as a secure and forward-looking home for their legacy.