DIFC Venture Studio Regulationschapter by chapter

Regulation 3.1.1-3.1.23.1 Qualifying requirements for a Venture Studio

A Qualifying Applicant seeking to incorporate or continue a Venture Studio in the DIFC must apply to the Registrar in the prescribed form, pay the required Appendix 1 fees, and satisfy the Registrar that the Venture Studio will be Controlled by one or more Qualifying Applicants.

Regulation 3.2.23.2 Venture Studio Permitted Activities

A Venture Studio must not, at any one time, sponsor more than 20 Ventures or have responsibility for more than 10 Venture Studio Companies, unless otherwise permitted in writing by the Registrar.

Regulation 3.3.13.3 Sponsorship of a Venture

A Venture Studio wishing to sponsor a Venture must file a Venture Sponsorship Agreement with the Registrar together with an application for such sponsorship in the prescribed form, against payment of the required Appendix 1 fees.

Regulation 3.3.3-3.3.43.3 Sponsorship of a Venture

Because a Venture has no separate legal personality from its Venture Studio, the Venture Studio is deemed responsible for the Venture's adherence to Applicable Laws (including these Regulations and any Permission), performance of Capital Raising terms, and any other third-party contracts entered by the Venture during sponsorship; any agreement purporting to relieve the Venture Studio of this responsibility is null, void and unenforceable.

Regulation 3.3.5-3.3.63.3 Sponsorship of a Venture

Capital Raising undertaken by a Venture Studio in respect of a Venture must be solely for that Venture's capital or operational expenses and must not exceed USD 10,000,000 in aggregate, unless the Venture Studio applies for and is granted a Registrar exemption from this limit.

Regulation 3.3.83.3 Sponsorship of a Venture

A Venture Studio must maintain a register of each Venture that it sponsors and each Entrepreneur that it sponsors for UAE residency purposes.

Regulation 3.4.1-3.4.33.4 Venture Funds

A Venture Studio must separately account for Venture Funds attributable to a particular Venture and hold them on trust for that Venture under the Trust Law; it must not use Venture Funds for any purpose other than that Venture's business (breach is liable to a fine under Article 34(1) of the Operating Law); and if the Venture is incorporated as a Venture Studio Company, the Venture Studio must transfer the Venture Funds to that Venture Studio Company.

Regulation 3.5.1-3.5.43.5 Termination of a Venture sponsorship

A Venture Studio may sponsor and obtain a Permission for a Venture for 24 months only; upon or prior to expiry it must either terminate the Venture Sponsorship Agreement and Entrepreneur residency sponsorships (establishing the Venture as a Venture Studio Company or ceasing to develop it further), or apply to the Registrar for a one-time 12-month extension with reasons; and it must notify the Registrar whenever a Venture Sponsorship Agreement expires or is terminated early for any reason.

Regulation 3.6.1-3.6.23.6 Incorporation of a Venture Studio Company

A Venture Studio wishing to establish a Venture Studio Company must file an application with the Registrar in the prescribed form with the required Appendix 1 fees, satisfy/undertake that it or an Affiliate will hold all shares on incorporation, and certify to the Registrar (in an agreed format, repeated with each Confirmation Statement) that during the Start-up Period the Venture Studio Company will adhere to AML Requirements, the UBO Regulations, other Relevant Laws compliance/governance/regul

Regulation 3.7.1-3.7.23.7 Requirements applicable to a Venture Studio Company

A Venture Studio Company must (unless a Registrar exemption is obtained) have a term not exceeding the Start-up Period (24 months, extendable), no more than 10 shareholders, no more than 20 Employees, and aggregate Capital Raisings not exceeding USD 20,000,000.

Regulation 3.9.13.9 Financial Services

A Venture Studio and a Venture Studio Company must not provide any Financial Services in or from the DIFC unless authorised by the DFSA to do so.

Regulation 3.10.1-3.10.23.10 Name requirements

The proposed name of a Venture Studio or Venture Studio Company must end with "Limited" or "Ltd." and comply with Relevant Laws naming requirements; a Venture Studio must additionally include "Venture Studio", "Venture Builder" or "Venture Builder Studio" in its registered or trade name.

Regulation 4.1.1-4.1.34.1 Registered Office

A Venture Studio must maintain a registered office in the DIFC under Article 13 of the Operating Law; a Venture Studio Company may share the Venture Studio's registered office during the Start-up Period, provided proof of the Venture Studio's consent to share premises is submitted to the Registrar, and the Venture Studio provides a list of all Venture Studio Companies using its office when the Registrar requests it.

Regulation 4.2.1-4.2.24.2 Accounting Records

A Venture Studio must maintain and prepare Accounting Records as required under the Companies Law; a Venture Studio Company must likewise maintain Accounting Records but is exempt from filing its accounts with the Registrar or having them audited.

Regulation 4.3.14.3 Reporting and disclosure

A Confirmation Statement filed by a Venture Studio (for itself or a Venture Studio Company) must comply with Relevant Laws requirements and confirm: continued Control by Qualifying Applicant(s); details of each Venture sponsored and each Entrepreneur sponsored during the reporting period, including conversions to or failures to convert into a Venture Studio Company; and details of, and compliance confirmation for, each Venture Studio Company for which it has responsibility.

Regulation 4.4.24.4 Revocation or change of status

If a Venture Studio's status is revoked (for loss of Qualifying Applicant Control or material/continuous breach), it must cease acting as a Venture Studio, terminate as soon as reasonably practicable all Venture sponsorships/Venture Sponsorship Agreements and all Entrepreneur residency visa sponsorships, apply to the Registrar for a change of status of each Venture Studio Company it established (or initiate voluntary liquidation/strike-off), and adhere to ordinary Registered Person requirements