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Incorporation/ Registration of a DIFC Entity, Nonprofit Incorporated Organizations (NPIO)

Client Handbook
Incorporation/Registration of a DIFC Entity
Non -Profit Incorporated Organisations (NPIO )

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Content s:
I. Introduction
II. Non -Profit Incorporated Organisations
III. In Principle Approval
IV. Operating Location
V. Name Reservation
VI. DIFC Client Portal
a. First Time Access to DIFC Client Portal
b. Submission on the DIFC Client Portal
c. Required Documents
d. Top up your balance on the Portal
e. Fees

VII. About DIFC

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I. Introduction
This user guide outlines the requirements and processes for incorporating a Non -Profit Incorporated
Organisations (NPIO ) at the Dubai International Financial Centre (DIFC).

II. Non -Profit Incorporated Organisations (NPIO)
To set up an entity as a Non -Profit Incorporated Organisation in DIFC, the following conditions must
be fulfilled:
 A minimum of 3 founding members who shall be resident in the UAE.
 One Company Secretary
 A NPIO shall at all times have a registered office in the DIFC.
 A NPIO shall adopt a Charter of Organisation
 A NPIO is prohibited from carrying on any activities other than the Authorised Purposes
For more details about this legal structure, please refer to DIFC laws and regulations available on:
http://www.difc.ae/legal -database

III. In Principle Approval

Prior to applying for the Incorporation of an NPIO and depending on the type of the proposed
business activity, an in -principle approval should be obtained either from t he DIFC Authority (DIFCA) .
-principle approval is required for NPIO s whose proposed business scope falls under non –
financial activities. For the list of non -financial activities, please visit: http://www.difc.ae/non –
financial -activities . You may also contact the DIFC Business Development on setup@difc.ae for
further details.
Upon receiving the in -princ iple approval, the company may proceed with securing a registered
address (an operating location) within the Dubai International Financial Centre either through
leasing, sharing office space or purchasing a commercial/retail unit. Sharing office space is a llowed
only for affiliates and is subject to approval by the Business Development Department of DIFC
Authority.

IV. Operating Location

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operating location is registered before submitting the application on the DIFC Client Portal:
 If you are operating from a leased/ subleased unit, please ensure your lease agreement
is registered with the DIFC Registrar of Real Property. For more details, email
rorp@difc.ae . If your lease is signed with DIFC Investments LLC, lease registration will
not be required as it will be completed automatically by DIFC Investments LLC.
 If you are sharing a space with an affiliate, please obtain a No Obj ection Letter (NOC) from
DIFCA. For more information, please contact your Business Development Relationship
Manager from DIFCA.
 If you are operating from a purchased unit, the unit must be owned by the entity itself or
by the sole shareholder. Otherwise, a lease agreement will be required.

V. Name Reservation (optional)
If you would like to reserve a name, before proceeding with the application for Incorporation of
the NPIO , you can submit an Application for Name Reservation in hard copy along with the fees
as per the table below to the DIFC Registry Services. Nonetheless, name reservation is an
optional service that is provided by the DIFC Registrar of Companies. A proposed name can be
reserved for a period of 90 calendar days.
Entity Type Name Reservation Fees
Non Retail $1 00

To access the Application for Name Reservation, please visit: http://www.difc.ae/downloads

VI. DIFC Client Portal
Once you obtain the in -principle approval and a registered operating location in the DIFC, you
can start filling the Application for Incorporation/Registration on the DIFC Client Portal.
The DIFC Client Portal is a system developed by DIFC to extend and facilitate the services of the
DIFC Registrar of Companies. If you wish to set up an entity in DIFC, you must use the DIFC Client
Portal to submit your application. The sections below will guide you on the process and
requirements to sub mit the Application for Incorporation/Registration on the portal:
a) First Time Access to DIFC client portal

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Upon receiving the in -principle approval from DIFCA depending on the scope of the
proposed business activities of the NPIO , the entity will be granted access to the DIFC
Client Portal.
Below please find the steps in more detail:
 DIFC Registry Services will send you an email requesting further details to create
the entity account which include:
i. Entity Name
ii. Business Activity(s)
iii. Trading Name
iv. Entity typ e
v. Portal User First Name
vi. Portal User Last Name
vii. Portal User Email
viii. Portal User Phone No
 The account will be created once the details are received. The appointed person
will receive an email requesting to fill the user access form.
 When submitting the use r access form, the system will generate a user
authori sation form that should be signed by the incorporators of the new entity
and submitted to DIFC Registry Services in hard copy or by sending a scanned
copy to portal@difc.ae .
 Upon receiving the signed user authori sation form, access will be granted.

b) Submission on the DIFC client portal

 Log in to the DIFC Client Portal: https://portal.difc.ae/ using your user name and
password.

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icon. For NPIO incorporation
Incorporation/

 Incorporation/

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Please ensure the correct legal structure is selected as this will identify the structure
of the application, the fees and the sections to be filled.

 NPIO
filled. You need to complete all the mandatory fields in the first section to be able to

 The following sections need to be filled on the system to submi t the application. Post
submission, DIFC Registry Services will process your application within five working
days. In case of further information required or documents to be uploaded, the portal
user will be notified by email and the same will be accessib

Section Name Description
Proposed Registered
Address / Operating
Locations
In this section, you can add your operating location(s). In
case you were operating from more than one unit, you may
select one or more to be y our registered address.
Leased/subleased properties can be viewed only if the
lease agreement is registered with the DIFC Registrar of
Real Property. If your lease agreement is signed with DIFC
investments LLC, the lease agreement will be registered
autom atically by the landlord.
Authori sed Signatory
Details
In this section, you need to add the authori sed signatories
for the proposed entity. The authori sed signatories will be
listed in the license issued by the DIFC.
A minimum of one Authori sed Signato ry is required. All the
details must be entered as per the passport.
Details of Secretary In this section, you need to add a secretary for the
proposed entity.

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For the purpose of opening a bank account, the NPIO
through the DIFC Client Portal while under formation to facilitate the opening of the bank
account.

c) Required documents
A minimum of one secretary is required. All the details must
be entered as per the passport or the body corporate
certificate.
Details of person
appointed to accept
service of
documents or
notices

In this section, you need to provide details of the person
who will be appointed by the entity to accept service of
documents and notices from the DI FC.
Details of Founding
Members
In this section, you need to add a founding for the proposed
entity. A minimum of three founding members are required.
All the details must be entered as per the passport.
Beneficial / Ultimate
Owner Details
In this secti on, you need to provide details of the ultimate
beneficial owners for body corporate founding members .
This section is required only if the proposed entity has a
body corporate as a shareholder.
Data Protection In this section, you need to specify whether the entity will
be processing personal data or not. In case of processing
personal data, you need to specify the manner of
processing personal data.
This section also requires the details of the Data Controller
appointed by the proposed entity.
Declaration In this section, you will specify the name and capacity of
the person authori sed to set the proposed entity.
Review & Finali se In this section, you will be asked to review the full
application before movin
section. Please ensure all the details are accurate and valid
as changes cannot be made once the request is finali sed.
Upload Required
Documents
In this section, you will be required to upload all the
documents as per the req uirements section of this user
guide.
The system will generate three declarations that must be
printed, signed by the authori sed individuals and then
uploaded as part of this section.
Submit Request Once the required documents are uploaded, you can subm it
the application for registration. Upon submission, the
system will direct you to the payment page to confirm
deduction of the fees from your company balance.
Please ensure you have enough balance prior to submitting
your request.

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The following documents will be required to set up an NPIO in the DIFC. Please note that all
the documents must be scanned and uploaded on the portal. However, a list of following
documents needs to be submitted in the original format as indicated in the t able below:
Requirements to Incorporate a Non -Profit Incorporated
Organisations
To
upload
Original
Required
Standard Charter . This
must be signed by the Founding Members and their
signatures notarised by the relevant authori ty and the UAE
embassy if the document is signed outside the UAE .
Alternatively, incorporators can sign in the presence of
the DIFC official who can witness their signatures a t the
Registry Services offic e.
Ye s Yes
Approval from the Registrar of Companies stating the
Authorised Purposes of the Incorporated Organisation that
has been approved
Yes No
Personnel Sponsorship Agreement signed by both parties
(2 original copies of this document needed, duly signed)
Yes Yes
Passport copies of individuals listed on the Application for
Registration as Authori sed Signatories , Founding
Members , Secretary and Beneficial Owners.
Yes No
NOC for sharing registered space issued by DIFC Authority.
This is required only if the entity is sharing space with
another entity.
Yes No
Copy of the title deed or the NOL issued by the DIFC
Registrar of Real Property. This is required only if the enti ty
or the sole shareholder owns the unit to be occupied by
the new entity.
Yes No
Relationship Declaration. This document is generated
upon finali sing the request on DIFC Client Portal and must
be signed by each individual appointed by the entity as
Direc tor, Company Secretary or Beneficial Owner.
Yes No
Declaration NPIO . This document is generated upon
finali sing the request on DIFC Client Portal and must be
signed by the shareholders or the person authori sed by
the body corporate shareholder.
Yes No
DP Declaration. This document is generated upon
finali sing the request on DIFC Client Portal and must be
signed by the appointed data controller.
Yes No
If an incorporator (i.e. Founding Member ) is a body
corporate, the documents below are required. If any
documents are not in the English Language, they must be
accompanied by a legal translation certified to the

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satisfaction of the Registrar.
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
registered.
Yes Yes
Resolu tion of the Board of Directors of the body corporate:
a) Authori sing the establishment of the Incorporated
Organisation in the DIFC
b) Stating that the Charter of Organisation has been
duly adopted by the Founding members of the
Incorporated Organisation .
c) Appointing the person authori sed to sign
documents on behalf of the body corporate in
relation to the setting up of the Incorporated
Organisation
d) Appointing the person authori sed to sign
documents in all matters following incorporation
of the Incorporated Organisation (In some cases
the Founding Members will authorise the issue of
a Power of Attorney giving a named individual the
power [to carry out the aforementioned act ivities ].

For templates of resolutions, please refer to suggested
templates on http://www.difc.ae/downloads
Yes Yes

d) Top Up your balance on the portal

In order to submit the Application for Incorporation/Registration on the portal, the
company must have sufficient portal balance. Below please find the steps to top up your
portal balance:

 Log in to the DIFC Client Portal: https://portal.difc.ae/ using your user name and
password.
 To top up your balance, please enter the amount and select the paymen t method
on the left hand panel of the screen. For wire transfers, ensure your business
partner number is included in the narration provided by the bank. This will help
us identify the source of the funds and top up your balance faster.

For more informa tion, please refer to the user video guides available on the front page of
the DIFC Client Portal or email us on portal@difc.ae .

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e) Fees
The table below lists the fees to incorporate a Non -Profit Incorporated Organi sation as per
DIFC laws and regulations.
Registrar of Companies Fees:

Commissioner of Data Protection Fees:

The fees below will be decided based on the options selected on the Data Protection
section at the time of filling the Incorporation/Registration Application.

Services Non -Financial
Entity does not intend to process personal data Nil
Prior to or immediately upon personal data processing $500
Permit to transfer personal data outside DIFC under Article 12(1)(a)
of the Data Protection Law
$150
Permit to process sensitive personal data under Article 10(2) of the
Data Protection Law
$150

Service Non -Retail
Application for Incorporation of a Non -Profit Incorporated
Organi sation
US$ 100
Commercial License fee (payable upon incorporation and annual
renewal)
US$ 1,0 00

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About Dubai International Financial Centre
The Dubai International Financial Centre (DIFC) is the financial hub for the Middle East, Africa and
South Asia, providing a world –
Europe, Asia and the Americas. It also facilitates the growth in South -South trade and investment.
An onshore, international financial centre, DIFC provides a stable, ma ture and secure base for
financial institutions to develop their wholesale businesses.

ecosystems, including an independent regulator, an independent judicial syste m with a common –
law framework, a global financial exchange, inspiring architecture, powerful, enabling support
services and a vibrant business community. The infrastructure within the district features ultra –
modern office space, retail outlets, cafes and r estaurants, art galleries, residential apartments,
public green areas and hotels.

Located midway between the global financial centres of New York, London in the West and
Singapore, Hong Kong in the East, DIFC (GMT +4) fills a vital time -zone gap with a wo rkday that
bridges the market and business hours of financial centres in both Asia and North America.
Currently, more than 1,225 active registered companies operate from the Centre, including 21 of the
anagers, 7 of the top 10 insurance
companies, and 9 of the top 10 law firms. Nearly 18,000 people work in the Centre.
DIFC continues to pursue expansion into new services and sectors within the Middle East, Africa and
South Asia region, an area comprising over 72 countries with an approximate population of 2.8 billion
and nominal GDP of US$ 6.9 trillion.
For further information, please visit our website: www.difc.ae , or follow us on Twitter @DIFC .

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