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Nonprofit Incorporated Organizations Regulations

NON PROFIT INCORPORATED ORGANISATIONS
REGULATIONS

(NPIO R)

In force on 23.12.2012

NON PROFIT INCORPORATED ORGANISATIONS REGULATIONS

CONTENTS

The contents of this module are divided into the following chapters , sections and
appendices :

1. INTRODUCTION ………………………….. ………………………….. ………………………… 1

1.1 Application and interpretation ………………………….. ………………………….. ………… 1
1.2 References to writing ………………………….. ………………………….. …………………… 1

2. INCORPORATION ………………………….. ………………………….. ……………………… 2

2.1 Application for certificate of incorporation ………………………….. …………………….. 2
2.2 Incorporated Organisations names ………………………….. ………………………….. … 2
2.3 Charter of Organisation ………………………….. ………………………….. ………………… 4
2.4 Certificate of incorporation ………………………….. ………………………….. ……………. 4

3. REGISTERED OFFICE ………………………….. ………………………….. ……………….. 7

3.1 Registered office ………………………….. ………………………….. …………………………. 7

4. FOUNDING MEMBERS AND MEMBERS ………………………….. …………………… 8

4.1 Register of Founding Members and Members ………………………….. ……………… 8
4.2 Change of Founding Me mbers and Members ………………………….. ………………. 8

5. INCORPORATED ORGANISATION REGISTRY AND FORMS ………………… 10

5.1 Forms ………………………….. ………………………….. ………………………….. …………. 10
5.2 Time for filing notices ………………………….. ………………………….. …………………. 10
5.3 Fees ………………………….. ………………………….. ………………………….. …………… 10
5.4 Public Register ………………………….. ………………………….. ………………………….. 11

6. ACCOUNTS ………………………….. ………………………….. ………………………….. … 13

6.1 Accounting standards ………………………….. ………………………….. ………………… 13

7. MISCELLANEOUS ………………………….. ………………………….. ……………………. 14

7.1 Registers and records ………………………….. ………………………….. ………………… 14

8. IMPOSITION OF FINES ………………………….. ………………………….. …………….. 15
8.1 Notice of administrative fines ………………………….. ………………………….. ………. 15

NON PROFIT INCORPORATED ORGANISATION REGULATIONS ( NPIO R)

Ap p1 FEES ………………………….. ………………………….. ………………………….. ………….. 17

A1.1 Table of fees ………………………….. ………………………….. ………………………….. … 17

App2 STANDARD CHARTER ………………………….. ………………………….. …………….. 18

Ap p3 FORM S………………………….. ………………………….. ………………………….. ……….. 18

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1. INTRODUCTION

1.1 Application and interpretation

1.1.1 These Regulations apply to any person to whom the Law applies.

1.1.2 In these Regulations a reference to the Law is a reference to the Non -Profit
Incorporated Organ isations Law 20 11 .

1.1.3 In these Regulations a reference to a person includes any natural person,
body corporate or body unincorporated, including a company, partnership,
unincorporated association, government or state.

1.1.4 Defined terms are identified throughout these Regulations by the
capitalisation of the initial letter of a word or phrase and have the same
meaning they have under the Law . Where capitalisation of the initial letter is
not used, an expression has its natural meaning.

1.2 References to writing

1.2.1 If a provision in these Regulations refers to a communication, notice,
agreement of other document ‘in writing’ then, unless the contrary intention
appears, it means in legible form and capable of being reproduced on
paper, irrespective of the medium used. Expressions related to writing
must be interpreted accordingly.

1.2.2 This does not affect any other legal requirements which may apply in
relation to the form or manner of executing a document or agreement.

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2. INCORPORATION

2.1 Application for certificate of incorporation

2.1.1 Three or more Founding Members applying for the incorporation of a n
Incorporated Organisation shall use the form s prescribed by the Registrar
and shall include the following particulars:

(a) the full name and address, the date and place of birth and all former
given or family names of the proposed Founding Members ;

(b) any other matter that the Registrar considers appropriate .

2.1.2 Where an incorporator is a body corporate, the application for a certificate
of incorporation shall be accompanied by a copy of the incorporator’s
current certificate of incorporation or registration in its place of origin, or a
document of similar effect, certified by the relevant authority in the
jurisdiction in which it is incorporated or otherwise to the satisfaction of the
Registrar .

2.1.3 Once a n Incorporated Organisation’s application has been approved by the
Registrar , within thirty ( 30 ) days of such approval, the Incorporated
Organisation must take substantive steps to establish its operations in the
DIFC , subject to any applicable legal exemptions as to physical presence in
the DIFC , otherwise, the application shall be considered inactive for a
further thirty (30) day period, during which the Registrar shall take no further
steps. Following the aforementioned sixty (6 0) day period, if the
Incorporated Organisation has still not taken substantive steps to establish
its operations in the DIFC , the application shall be considered cancelled .

2.2 Incorporated Organisations names

2.2.1 A Person may apply to the Registrar for the re servation of a name for a n
Incorporated Organisation using the for m prescribed by the Registrar.

2.2.2 The Registrar shall reserve such name for a period of thirty (90 ) days if the
name is acceptable to the Registrar.

2.2.3 A Person shall ensure before submittin g to the Registrar a name or a new
name for registration or reservation that it:

(a) doe s not so nearly resemble the name of:

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(i) a Incorporated Organisation currently incorporated or
registered in the DIFC or any other relevant jurisdiction;

(ii) a company currentl y incorporated or registered in the DIFC
or any other relevant jurisdiction;

(iii) a limited liability partnership currently registered in the DIFC
or any other relevant jurisdiction; or

(iv) a partnership currently registered in the DIFC or any other
relevant juri sdiction;

as to be likely to mislead;

(b) does not contain words that may suggest a relationship with the
DIFC A, DFSA or any other governmental authority in the DIFC,
Dubai or the United Arab Emirates, unless the relevant body has
consented in writing to the use of the name;

(c) does not contain:

(i) the word ‘bank ’, ‘insurance ’ or ‘trust ’;

(ii) words which suggest that it is a bank, an insurance company
or trust company; or

(iii) words which suggest in some other way that it is authorised
to carry on a Financial Service w ithin the DIFC ;

unless the DFSA consents in writing to the use of such words; and

(d) does not contain words that may suggest a connection with , or the
patronage of, any prominent person or organisation, unless that
prominent person or organisation consents in writing .

2.2.4 When a n Incorporated Organisation changes its name, i t shall file a notice
of change of name with the Registrar, using the form prescribed by the
Registrar and submitting all relevant documentation required by the
Registrar .

2.2.5 If the proposed new name of the Incorporated Organisation is in the opinion
of the Registrar likely to offen d the public or is likely to mislead or is for any
other reason undesirable he shall inform the Incorporated Organisation in
writing that the name is not acceptable .

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2.3 Charter of Organisation

2.3.1 An Incorporated Organisation may adopt the Standard Charter set out in
App2.

2.3.2 Should the Incorporated Organisation adopt the Standard Charter with
modifications, the application for incorporation shall set out in what respect
the Standard Charter has been modified.

2.3.3 The Charter of Organisation filed by the Incorporated Organisation with the
application for a certificate of incorporation shall, at least, provide for:

(a) the Authorised P urpose for which the Incorporated Organisat ion is
being formed;

(b) the requisition, by Founding Members, of General M eetings;

(c) the p roceedings of General Meetings, including voting ;

(d) accounts and other information to be provided to Founding Members
before a General M eeting;

(e) the maximum number of Fou nding Managers ;

(f) the appointment, retirement, disqualification and removal of
Founding Members;

(g) the powers of Founding Members ;

(h) appointment of the secretary , if applicable ; and

(i) the keeping of minutes.

2.3.4 A board resolution must be submitted to the Regist rar along with all
application forms stating that the Charter of Organisation has been duly
adopted by the Founding Members of the Incorporated Organisation .

2.4 Certificate of incorporation

2.4.1 The certificate of incorporation issued by the Registrar upon inco rporation of
an Incorporated Organisation or upon registration of a change of name of
the Incorporated Organisation shall set out:

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(a) the name of the Incorporated Organisation ;

(b) the Incorporated Organisation ’s registered number;

(c) a statement that the Incorp orated Organisation is incorporated ; and

(d) the date of incorporation and , if applicable , the date on which the
new name of the Incorporated Organisation was registered .

2.5 Licence

2.5.1 Simultaneously with the issuance of a certificate of incorporation, the
Registrar must a Licence for the Incorporated Organisation , provided the
Incorporated Organisation has paid the prescribed fee in App1. .

2.5.2 The purpose of the Licence is to expedite contracting for municipal and
commercial services essential to the establishment and operation of the
Incorporated Organisation.

2.5.3 The application for a certificate of incorporation submitted in compliance
with the relevant DIFC laws and regulations by an Incorporated
Organisation is considered to be also as an appl ication for a Licence.

2.5.4 The Licence must set out:

(a) the Licence number;

(b) the name of the licensee;

(c) the operating name of the licensee;

(d) the legal status of the licensee;

(e) the address of the licensee;

(f) the permitted activiti es of the licensee;

(g) the authorised signatories of the licensee;

(h) the issue date of the Licence;

(i) the expiry date of the Licence.

2.5.6 The fee for the Licence, as set out in App1, must be paid to the Registrar in
the same manner and at the same time that the fee for incorporation is paid.

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2.5.7 An Incorporated Organisation must renew its Licence annually by paying
the relevant fee prescribed in App1 to the Registrar no later than thirty (30)
days after the expiry date of the Licence.

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3. REG ISTERED OFFICE

3.1 Registered office

3.1.1 Should a n Incorporated Organisation change its registered office, it shall file
with the Registrar, at the time of the change, a notice of change of
registered office using the applicable fo rm prescribed by the Registrar .

3.1.2 The address of the registered office of a Incorporated Organisation as set
out in the application for a certificate of incorporation or notice of change of
registered office shall include where applicable :

(a) the floor or level; and

(b) the name of the bui lding in which,

the registered office is situated or is to be situated.

3.1.3 The address of the registered office of the Incorporated Organisation shall
consist of a location and a postal address.

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4. FOUNDING MEMBERS AND MEMBERS

4.1 Register of Founding M embers and Members
4.1.1 The register of Founding Members and Members shall set out, in respect of
each Founding Member or Member:

(i) full name;

(ii) any former names;

(iii) capacity as a Founding Member or Member;

(iv) date and place of birth or incorporation or registration, as t he case
may be ;

(v) address;

(vi) any former addresses within the last 5 years;

(vii) date of admission ; and

(viii) date of cessation (if relevant).

4.2 Change of Founding Members and Members
4.2.1 Whenever:

(a) a Founding Member is appointed to the Incorporated Organisation
after the incorporation of the Incorporated Organisation ;

(b) a Founding Member retires or for any other reason ceases to act;

(c) a Founding Member becomes a Member or a Member becomes a
Founding Member;

(d) there is a change to other particulars relating to the registere d
details of an Incorporated Organisation’

the Incorporated Organisation shall file with the Registrar a notice of change
of Founding Member or Member, within 14 days of the change, using the
form prescribed by the Registrar.

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4.2.2 Whenever there is any chang e in the name or address of a Founding
Member or Member , the Incorporate d Organis ation shall file with the
Registrar a notice of change of name or address using the form prescribed
by the Registrar.

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5. INCORPORATED ORGANISATION REGISTRY AND FORMS

5.1 Forms

5.1.1 Th e Registrar shall prescribe the forms required under the Law and the
Regulations.

5.1.2 The forms shall be completed in accordance with any directions ,
instructions or requirements contained in the form itself.

5.1.3 An annexure to a form shall be endorsed with the words:

This is the annexure to the ( insert description of form) relating to (insert
name of Incorporated Organisation ) dated (insert date of form).

5.1.4 Any form, annexure or other document filed with the Registrar shall:

(a) be on white paper of international A4 size;

(b) be clearly printed or written in black in a manner that is permanent
and is able to be reproduced or copied by photographic or electronic
means;

(c) contain, where applicable, original signatures of the person or
persons indicated on the form and th e date on which they signed;

(d) set out the name and registered number (where applicable) of the
Incorporated Organisation to which the form relates; and

(e) be completed in the English language.

5.2 Time for filing notices

5.2.1 Where the Law requires a notice to b e filed with the Registrar, the notice
shall be filed, in the absence of a time limit being stated in the Law or these
Regulations, within 14 days of the date of the happening of the event to
which the notice relates.

5.3 Fees

5.3.1 For the purposes of Article 39 of the Law, the fees in respect of matters set
out in App1 shall be paid to the Regi strar by the relevant person .

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5.4 Public Register

5.4.1 The Registrar shall maintain the register of Incorporated Organisations by
recording the following details, insofar as the y may be relevant, in respect of
each Incorporated Organisation and Recognised Incorporated Organisation
that is, or has been, incorporated or registered in the DIFC:

(a) current name;

(b) registered number;

(c) date of registration;

(d) type of Incorporated Organisat ion ;

(e) former names;

(f) date of registration of every change of name;

(g) current registered office;

(h) former registered offices;

(i) date of registration of former registered offices;

(j) current Founding Members or Members ;

(k) date of registration of current Founding M embers or Members ;

(l) former Founding Members or Members ;

(m) dates of registration and cessation of former Founding Members or
Members ;

(n) current secretary , if applicable ;

(o) date of registration of current secretary;

(p) former secretaries , if applicable ;

(q) dates of registration and cessation of former secretaries;

(r) the Incorporated Organisation ’s financial year end;

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(s) date of commencement and cessation of schemes of arrangement,
receiverships, or liquidations;

(t) name and address and date of appointment and date of ce ssation or
vacation of office of:

(i) each nominee or supervisor of a voluntary arrangement,
within the meaning of the Insolvency Law 200 9; and

(ii) each office -holder within the meaning of the Insolvency Law
200 9; and

(u) date of dissolution of the Incorporated Org anisation , if any .

5.4.2 The Registrar shall make the register available for viewing during normal
business hours at the offices of the Registrar, and otherwise at all times on
the website of the DIFC .

5.4.3 (1) The Registrar shall, upon application and payment of the prescribed
fee , produce an extract of the information maintained in the register
in relation to any particular Incorporated Organisation .

(2) An extract of information produced pursuant to 5.4.3 (1) is prima
facie evidence of the matters stated in it.

5.4.4 (1) The Registrar shall, upon application and payment of the prescribed
fee, produce a certified copy of a certificate of incorporation of a n
Incorporated Organisation , or any document filed with the Registrar.

(2) A certified copy of a certificate of i ncorporation produced pursuant to
5.4.4 (1) is conclusive evidence of the incorporation of the
Incorporated Organisation .

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6. ACCOUNTS AND AUDITORS

6.1 Accounting standards

6.1.1 Subject to Regulation 6.2.2, accounts and financial statements prepared by
an Incorpo rated Organisation shall be prepared in accordance with and
comply with the International Financial Reporting Standards.

6.1.2 Should a n Incorporated Organisation consider that it is necessary to
deviate from the standard it has adopted so as to be able to pre sent a true
and fair set of financial statements, the Registrar may, on application of the
Incorporated Organisation , consent to the deviation, subject to any
conditions that he may impose.

6.2 Appointment of auditor

6.2.1 An Incorporated Organisation must file a notice of appointment of an auditor
with the Registrar immediately upon appointment of such auditor.

6.2.2 An Incorporated Organisation must file a notice of cessation of an auditor
with the Registrar immediately upon the resignation or removal of such
audito r.

6.2.3 An Incorporated Organisation filing a notice of appointment of an auditor or
notice of cessation of an auditor must use the applicable form prescribed by
the Registrar.

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7. MISCELLANEOUS

7.1 Registers and records

7.1.1 Subject to any specific requirement of the Law, any register or record that
an Incorporated Organisation is required to keep or maintain by operation of
the Law or these Regulations, shall be kept at the registered office of the
Incorporated Organisation or at such other place determined by the
Founding Members .

7.1.2 A decision of the Founding Members to keep any register or record referred
to in Regulation 7.1.1 at a place other than the registered office of the
Incorporate Organisation shall only be made by the Founding Members at a
general mee ting and minute s shall be kept of the decision, including the
decision as to the place at which the registers or records shall be
maintained.

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8. IMPOSITION OF FINES

8.1 Notice of administrative fines

8.1.1 Where the Registrar considers that a person has committed a contravention
of any provision referred to in Schedule 2 of the Law in relation to which a
fine is stipulated in that Schedule, and decides to impose a fine pursuant to
Article 33 of the Law, the Registrar will give the person a Notice of
Administrative Fine as prescribed in App3 :

(a) alleging that the person has committed the contravention and giving
particulars of the facts alleged by the Registrar to constitute a
contravention;

(b) setting out the fine imposed by the Registrar in respect of the
contraventi on;

(c) specifying the period during which the fine may be paid; and

(d) providing an address for filing a Notice of Objection.

8.1.2 Where a fine is imposed under Article 33 of the Law on a person and the
person pays the fine within the period specified, no proceed ings may be
commenced by the Registrar in respect of the relevant contravention, but
the Registrar may take action in relation to any continuing obligation that
remains outstanding.

8.1.3 Where a fine is imposed under Article 33 of the Law and the person files a
Notice of Objection as prescribed in App3 with the Registrar within the
period specified, the Registrar may not recover the fine as a debt due, but
may commence proceedings in the Court for payment of the fine.

8.1.4 A Notice of Objection must be in accordanc e with the relevant form and
must set out every matter which the person believes ought to be taken into
account by the Registrar in determining whether to commence proceedings
in Court for payment of the fine.

8.1.5 If at the end of the period for payment spe cified in the notice imposing the
fine, the person has not paid the full amount of the fine and has not filed a
Notice of Objection, the Registrar may apply to the Court for payment of the
fine, or so much of the fine as is not paid, and any further orders the Court
sees fit for recovery of the fine.

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8.1.6 The Registrar may withdraw a notice imposing a fine whenever he
considers it appropriate.

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App1 FEES

A1.1 Table of fees

Upon receipt by the Registrar of:
Application for reserving a name $10 0
Applicati on for incorporation of a n Incorporated Organisation $100
Application for a Licence $1000
Annual renewal of a Licence $1000
Application for registering a change of name $10 0
Notice of change of registered address of Company nil
Notice of change of Fou nding Member or Member nil
Notice of change in details of Founding Member or Member nil
Notice of appointment of auditor nil
Notice of cessation of auditor nil
Notice of change in details of person authorised to accept service of any document
or notic e nil
Notice of change of principal place of business nil
Upon performing the following functions:
Providing an extract of information from the register of Incorporated Organisations $200
Providing a certified copy of any document $200

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App2 STANDARD CHARTER

[insert name] Incorporated Organisation

1. INTERPRETATION

In this Charter,

a) the following terms shall have the meanings set opposite, if not consistent
with the subject or context;

‘Charter ‘ means this Charter of the Incorpor ated Organisation.

‘Board ’ means the governing body of the Incorporated
Organisation composed of Founding Members .

‘Founding
Member’ is a person who has signed the application for
incorporation of an Incorporated Organisation or has
been appointed by th e Board as a Founding Member .

‘Member’ means a person or body corporate that has been
accepted as a member in the Incorporated Organisation
and paid the due membership fees.

‘Members
Register ’ means the register of Founding Members and Members
of the I ncorporated Organisation.

‘Office ‘ means the registered office of the Incorporated
Organisation.

‘Ordinary
Resolution ’ means a resolution of a duly constituted general
meeting of the Incorporated Organisation’s Founding
Members passed by the votes of the Founding
Members entitled to vote and representing a simple

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majority of the memberships of the Incorporated
Organisation, cast in person or by proxy and voting at
the meeting. It includes any unanimous written
resolution of the Founding Members entitled to vote,
expressed to be an ordinary resolution.

‘Special
Resolution ’ means a resolution in respect of which notice of
intention to propose the resolution has been given, and
that has been passed by the positive vote of Founding
Members holding at least 7 5% of the memberships
entitled to vote on the resolution.

‘the Law ‘ means the Non Profit Incorporated Organisations Law,
DIFC Law No. [Insert number and year ], as amended
from time to time .

‘the seal ‘ means the common seal of the Incorporated
Organisatio n, including every duplicate seal.

‘Secretary ‘ means the Secretary of the Incorporated Organisation
or any other person appointed to perform the duties of
the Secretary of the Incorporated Organisation,
including a joint, assistant or deputy Secretary.

b) unless the context otherwise requires, words or expressions defined in the
Law, shall have the same meanings herein but excluding any statutory
modification thereof not in force when this Charter become s binding on the
Incorporated Organisation;

c) unle ss the context otherwise requires:
– words in the singular shall include the plural and vice -versa;
– words in the masculine shall include the feminine; and
– words relating to natural persons shall include companies, entities,
associations or bodies of pe rsons whether incorporated or not.

d) the word “may” shall be construed as permissive and the word “shall” as
imperative.

e) the headings herein are for convenience only and shall not affect the
construction of these Charter;

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f) references to statutes are, unless otherwise specified, references to the
laws, regulations and other statutes of the Dubai International Financial
Centre and, subject to paragraph (B) above, include any modification or re –
enactment thereof for the time being in force; and

g) where an Ordinary Resolution is expressed to be required for any purpose,
a Special Resolution is also effective for that purpose.

2. INCORPORATED ORGANISATION NAME

The Incorporated Organisation’s name is [insert name]; and it shall always
be followed b y the words “Non -Profit Incorporated Organisation” or its
acronym “NP IO”.

3. INCORPORATED ORGANISATION REGISTERED OFFICE

The r egistered office of the Incorporated Organisation shall be situated in
the Dubai International Financial Centre.

4. INCORPORA TED ORGANISATION PURPOSES

The Authorised Purposes of the Incorporated Organisation are:

a) [insert purposes].

b) [insert purposes]; and

c) In general to engage in any lawful act or activity for which an
Incorporated Organisation may be organised under the Law.

5. INCORPORATED ORGANISATION’S MEMBERSHIP

A. Subject to the provisions of the Law and without prejudice to any rights,
entitlements or restrictions attached to any existing membership, any
membership may be issued with such rights, entitlement s or restrictions as
the Board may by Ordinary Resolution determine.

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B. Subject to the provisions of the Law and Regulations, an Incorporated
Organisation shall not have more than (insert the maximum number) of
Founding Members at any time during its exis tence .

C. No person shall be recognised by the Incorporated Organisation as a
Founding Member or Member unless such person’s name is entered in the
Members Register.

6. ADMISSION OF NEW FOUNDING MEMBERS

A. The admission of new Founding Members , except those who have signed
the application for incorporation, shall require a Special Resolution of the
Board .

B. The Incorporated Organisation may charge a reasonab le fee for the
registration of Members into the Members Register.

C. The Board shall determin e the form of membership c ertificates , and if any
are to be issued to a Founding Member or Member, through an Ordinary
Resolution.

7. GENERAL MEETINGS

Any Founding Member may call a general meeting, including an annual
general meeting.

8. REQUISITION AND NOTICE OF GENERAL MEETINGS

A. Subject to the Law, a general meeting shall be called by at least 21 days’
notice to all the Founding Members.

B. Such notice of general meeting shall specify the time and place of the
meeting and the general nature of t he matters to be considered.

C. A notice of meeting in respect of an annual general meeting shall in addition
specify that it is in respect of an annual general meeting.

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D. The proceedings of a meeting are not invalid solely because of the
inadvertent failure to give notice of the meeting to, or the failure to receive
notice of a meeting by any person entitled to receive such notice.

9. PROCEEDINGS AT GENERAL MEETINGS

A. No meeting shall take place unless a quorum is present. The majority of
persons entitled to vote shall constitute a quorum.

B. If a quorum is not present within half an hour from the time stated for the
meeting, the meeting shall be adjourned to a place and time determined by
the Founding Members. If during the meeting a quorum cease s to be
present the meeting shall be adjourned to a place and time determined by
the Founding Members.

C. The chairman of the Board shall chair the meeting. If the chairman of the
Board is not present or willing to act within fifteen minutes of the state d time
for commencement of the meeting, and in the absence of a nominee,
another Founding Members elected by the rest of the Founding Members
present shall chair the meeting. If no Founding Members are present or
willing to chair the meeting, then the Foun ding Members shall elect one of
their numbers to chair the meeting.

D. The chairman may adjourn the meeting with the consent of the majority of
the votes at the meeting. No matters shall be considered at an adjourned
meeting other than matters that might have been considered at the meeting
had the adjournment not taken place. It is not necessary to give notice of
the adjourned meeting unless the meeting was adjourned for fourteen days
or more, in which case at least seven days’ notice shall be given specif ying
the time and place of the adjourned meeting and the general nature of the
matters to be considered.

E. Unless a poll is demanded, a resolution put to the vote shall be decided on
a show of hands. A poll may be demanded before or on the declaration o f
the result of a vote by show of hands:

i) by the chairman; or

ii) by at least two Founding Members having the rig ht to vote at the
meeting.

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F. Unless a poll is demanded the chairman may declare that a resolution has
been carried or lost by a particul ar majority. The entry in the minutes of the
meeting of that declaration shall be conclusive evidence of the result of the
resolution.

G. A poll shall be taken in the manner the chairman directs and the result shall
be the resolution of the meeting at wh ich the poll was demanded.

H. A poll demanded on the election of a chairman or on an adjournment shall
be taken immediately. A poll demanded on any other question shall be
taken as the chairman directs but not more than thirty days after the poll is
dema nded. The demand for a poll shall not prevent the continuance of a
meeting for the transaction of any business other than the question on
which the poll is demanded.

I. Seven days’ notice shall be given specifying the time and place at which a
poll shall be taken unless the time and place is announced at the meeting at
which the poll is demanded.

J. A resolution may be passed in writing in accordance with the Law.

10. VOTES OF FOUNDING MEMBERS

A. No objection may be raised to the right of any voter e xcept at the meeting at
which the voter is to vote. The decision of the chairman in respect of any
objection or the right of any voter shall be final.

B. A Founding Member may vote on a poll by proxy.

C. An instrument appointing a proxy shall be in writ ing in a form approved by
the Founding Members and distributed with the notice of a meeting. The
form approved and distributed by the Incorporated Organisation must
include a section allowing the Founding Member to direct the proxy on how
the proxy shall a ct.

D. The instrument appointing a proxy must be deposited at the registered office
of the Incorporated Organisation at least 48 hours before the time at which
the meeting at which the proxy is to be exercised is to be held. In the case
of a poll not bei ng taken immed iately but some time after it is demanded, the

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24

instrument appointing a proxy may be deposited at the poll with the
chairman, secretary or any Founding Members or at any time before the poll
at the registered office of the Incorporated Organisa tion.

E. A vote given or poll demanded by proxy is valid notwithstanding the
determination of the Founding Member who appointed the proxy unless the
Incorporated Organisation receives notice from the Founding Member in
writing prior to the vote being take n or the poll being demanded.

11. NUMBER OF PERSONS IN A BOARD

The Incorporated Organisation shall have a Board consisting of the
Chairman of the Board, and _______ Founding Members.

12. ALTERNATE FOUNDING MEMBERS IN THE BOARD

A. Any Founding Members may appoint any other Founding Members or any
other person approved by the Founding Members to act as his alternate and
may remove the alternate Founding Members so appointed. The alternate
Founding Members shall perform all the functions of his appointe r as a
Founding Member but is not entitled to remuneration for his services.

B. An alternate Founding Members shall be given notice of all meetings of
which his appointor is entitled to receive notice and is entitled to attend and
vote at such meetings.

C. An alternate Founding Members holds office for as long as his appointor
holds office unless he is removed by written instrument by his appointor.

D. Any appointment or removal of an alternate Founding Members shall be
given to the Secretary.

E. Unless otherwise provided, an alternate Founding Members shall not be
regarded as the agent of his appointor but shall be responsible for his acts
or omissions.

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13. POWERS OF FOUNDING MEMBERSS

A. Subject to the Law and this Charter , the Incorporated Organi sation shall be
managed by the Board. No subsequent amendment to this Charter shall
invalidate any act of a Founding Member or the Board.

B. The Board may appoint a person to be the agent of the Incorporated
Organisation.

C. The Board may delegate any o f its powers to an attorney -in-fact or to a
committee of Founding Members or in accordance with the Law.

D. The Founding Members shall be in charge of the day -to -day administration
of the Incorporated Organisation and shall have full powers to represent t he
Incorporated Organisation in the pursuit of its Authorised Purposes . Such
powers include but are not limited to:

(i) negotiate, sign, execute all contracts, transactions, arrangements,
and deals of whatever kind or nature with third parties, and any
autho rity whatsoever, in the name of the Incorporated Organisation
with right to terminate and amend such contracts and agreements as
required from time to time;

(ii) open, close and manage all bank accounts pertaining to the
Incorporated Organisation, to carry out all banking transaction on
behalf of the Incorporated Organisation including without any
limitation the right to issue, sign, endorse cheques, drawing voucher
letters of credit, transfer, obtain loans with or without security, bank
facilities, bank guaran tees and bank performance bonds and to
complete and sign all applications and documents necessary for the
performance of the Incorporated Organisation’s corporate objectives;

(iii) employ all persons required for the Incorporated Organisation’s
business, to def ine their salaries, benefits, remunerations and the
rules and provisions related to their employment as well as the right
to terminate their services;

(iv) sign memoranda of association in terms and conditions as it may
deem fit;

(v) claim on behalf of the Incorp orated Organisation, to attach the
properties of debtors, refer cases to arbitration, to appoint lawyers

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26

and otherwise take all legal proceeding for the protection of the
Incorporated Organisation’s interests as plaintiff or defendant or as
party to arbitr ation or otherwise.

14. APPOINTMENT AND RETIREMENT OF FOUNDING MEMBERS

A. A person shall not be appointed a s a Founding Member at a general
meeting unless he has been recommended by a Founding Member or a
Member and details of the proposed Founding Memb er have been included
in the notice of meeting at which the appointment is to be considered. The
details shall include at least the information that would be included in the
register of Founding Members if the person was appointed.

B. Subject to the pre ceding clause , additional Founding Members may be
appointed by the Board of an Incorporated Organisation by special
resolution as long as the total number of Founding Members does not
exceed any maximum number of Founding Members stipulated by the Law,
Reg ulations or this Charter.

15. DISQUALIFICATION AND REMOVAL OF FOUNDING MEMBERSS

A. A Founding Mem ber ’s office is automatically vacated if he:

(i) is prohibited by the Law or Regulatio ns from being a Founding
Member ;

(ii) becomes bankrupt;

(iii) is, by virtue of any mental or physical disability, incapable of acting;

(iv) without permission, does not attend three successive meetings of the
Board;

(v) resigns his office by notice to the Incorporated Organisation; or

(vi) is removed by resolution of the Founding Members.

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16. REMUNERATION AND EXPENSES OF FOUNDING MEMBERS

The Founding Members shall receive such remuneration as the
Incorporated Organisation determines by resolution and shall receive
payment of all expenses incurred in association w ith the carrying out of their
duties as Founding Members.

17 . PROCEEDINGS

A. Subject to the provisions of this Charter, Founding Members may regulate
their proceedings as they think fit.

B. Any matters arising at a meeting shall be decided by a majority of votes with
the Chairman having a second or casting vote in the case of equality of
votes.

C. The quorum for the transaction of the business of the Board shall be two or
any other number fixed by the Founding Members.

D. If the number of Founding Members is les s than the number fixed as the
quorum, the continuing Founding Members or Founding Members may act
only for the purpose of filling vacancies or of calling a general Founding
Members’ meeting.

E. The Chairman shall preside at all meetings. If there is no Foun ding Member
holding that office, or if the Founding Members holding it is unwilling to
preside or is not present within five minutes after the time appointed for the
meeting, the Founding Members present may appoint one of their number
to be chairman of th e meeting.

F. All acts done by a meeting of the Board, or of a committee of Founding
Members, or by a per son acting as a Founding Member shall be valid,
notwithstanding any defect in his appointment or his disqualification from
holding office, or that he was not entitled to vote, being discovered
afterwards.

G. A resolution in writing signed by all the Founding Members entitled to
receive notice of the meeting shall be as valid and effectual as if it had been
passed at a meeting of the Board. The resolution ma y consist of several
documents in the like form each signed by one or more Founding Members.

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28

H. A Founding Member shall not vote at a meeting of Founding Members on
any resolution concerning a matter in which he has a direct or indirect
conflict of interest. For the purposes of this clause , a n interest of a
Founding Member includes an interest of any person who is connected to a
Founding Member .

I. A Founding Member shall not be counted in the quorum present at a
meeting in relation to a resolution on which he is not entitled to vote.

J. The Incorporated Organisation may by resolution suspend or relax any
provision of this Charter prohibiting a Founding Member from voting at a
meeting.

K. The chairman of the meeting shall rule on any question arising at a meeting
on the right of a Founding Member , other than himself, to vote and his ruling
shall be final and conclusive.

20. SECRETARY

Subject to the Law, the Board may appoint and remove a secretary and
shall decide on the terms, remuneration and conditions of appo intment.

21. MINUTES

The Founding Members shall cause minutes to be kept for recording:

(i) all appointments of officers made by the Founding Members; and

(ii) all proceedings at general meetings of the Inc orporated Organisation ;
of the Board, and of committee s of Founding Members, including the
names of the Founding Members present at each such meeting.

22 . NOTICES

A. Any notice required to be given under this Charter shall be in writing.

B. The Incorporated Organisation may give any notice to a Founding Member
either personally or by sending it by post in a prepaid envelope addressed
to the Member at his registered address or by leaving it at that address.

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29

C. A person present, either in person or by proxy, at any meeting shall be
deemed to have received notice of the meeting.

D. Proof that an envelope containing a notice was properly addressed, prepaid
and posted is conclusive evidence that the notice was given 48 hours after it
was posted. A notice shall be deemed to be given at the expiration of 48
hours after the envelope containing it was posted.

E. A notice may be given by the Incorporated Organisation to a persons
entitled to become a Member in consequence of the death or bankruptcy of
a Member by sending or delivering it, at the address, supplied for that
purpos e by the persons claiming to be so entitled. Until such an address
has been supplied, a notice may be given in any manner in which it might
have been given if the death or bankruptcy had not occurred.

23 . INDEMNITY

The Incorporated Organisation shall i ndemnify each Founding Members or
other officer or auditor of the Incorporated Organisation in respect of any
liability incurred in defending any proceedings to the extent allowed by the
Law.

25. AMENDMENT OF THIS CHARTER

This Charter may only be amende d through a Special Resolution adopted at
a general meeting.

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30

App3 Form s

REGISTRAR OF COMPANIES
NOTICE OF ADMINISTRATIVE FINE PURSUANT TO ARTICLE 33 OF THE NON PROFIT
INCORPORATED ORGANISATIONS LAW

To: Full name and address of Person receiving Notic e

1. The DIFC Registrar of Companies considers that you have contravened { provisions alleged
to have been contravened}.

2. The particulars of the facts giving rise to this contravention/these contraventions are as
follows:

{statement of the facts constitutin g the contravention} .

3. The main purposes of the imposition of an administrative fine is to minimise or offset any
benefit a person may obtain from non -compliance with the Companies Law, and to
promote high standards of conduct and a culture of compliance b y deterring Persons from
committing contraventions. Taking into account these purposes, the facts set out in
paragraph 2 of this Notice and the general circumstances of this matter, the following fine
is imposed:

{statement of each contravention and fine imposed} .

4. This fine may be paid at any time before 5pm on { date} by forwarding payment to
{address} .

5. Should you pay this fine prior to 5pm on { date} , then no proceedings will be commenced
by the DIFC Registrar of Companies against you in respect of the contraventions the
subject of this notice. However, should you continue to be in contravention of the Law, the
DIFC Registrar of Companies may take action in respect of any obligation to do or refrain
from doing any act or thing.

6. If you object to the im position of this fine, you may file a Notice of Objection by sending
or delivering such a Notice in the form attached, to the following address:

{address}

7. The Notice of Objection must contain every matter you wish the DIFC Registrar of
Companies to take into account in determining whether to commence proceedings in the

NON PROFIT INCORPORATED ORGANISATIONS REGULATIONS

31

Court. The Notice of Objection must be received by the Registrar of Companies before
5pm on { date} . Should you file a Notice of Objection, the Registrar of Companies will
take steps with a view to immediately determining whether to commence proceedings
against you for payment of the fine.

8. Should you neither pay the full amount of the fine, nor file a Notice of Objection before
5pm on { date} , then the Registrar of Companies must apply to the Court for payment of so
much of the fine as remains unpaid, together with costs.

9. Should no Notice of Objection be filed in respect of the imposition of this fine, then the
Registrar of Companies may publish details of the matter to which this Notice of
Administrative Fine relates.
……………………………………………… ………………………
Name: {Registrar of Companies officer} Date
Delegate of the DIFC Registrar of Companies

NON PROFIT INCORPORATED ORGANISATIONS REGULATIONS

32

NOTICE OF OBJECTION

To: DIFC Registrar of Companies
PO Box 74777
Dubai
United Arab Emirates

1. I refer to the Notice of Administrative Fine, the details of which are as follows:
{Date of Notice of Administrative Fine}
{Person to whom such Notice was addressed}
{Date for lodgement of Notice of Objection as stated in Notice of Administration Fine}
2. I obj ect to the imposition of the fine or so much of the fine that relates to {the details of
aspects disputed} .

3. {If the Person to whom the Notice of Administrative Fine is addressed is not a natural
Person: I hold the position of { position} within { Person to whom Notice of
Administrative Fine is addressed} and I am authorised on its behalf to file this Notice
of Objection}.

4. In determining whether to { commence proceedings in the Court } I believe that the
Registrar of Companies ought to take into account th e following matters:

{detailed statement of relevant matters }

……………………………………………… ………………………
Name: Date

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