Part 1- IHC Humanitarian Organizations and Commercial Companies (FZLLC) Common Regulations
Chapter 1- General Provisions
Section 1- Characteristics
Article 1. Title
These Regulations are to be referred to as the “International Humanitarian City Regulations”.
Article 2. Legislative and Amending Authority
These Regulations are made by the Authority and shall be amended from time to time as per the Delegation of Authority in force.
Article 3. Compliance
a. The “International Humanitarian City Regulations” are issued in compliance with the Law No. (1) of 2012 concerning the International Humanitarian City and its amendment (Law No. (18) of 2016).
b. These Regulations are in compliance with Local and Federal Laws that shall be observed by the Authority as per the Law No. (1) of 2012 and its amendment.
Article 4. Commencement and Application
a. These Regulations come into force and effect on the first of December of the year 2022.
b. These Regulations apply to:
- Humanitarian Organizations;
- Commercial Entities including branches of Commercial Companies and FZLLC;
- Individuals working in the Humanitarian Organizations and Commercial Entities including employees, visitors and contractors.
c. These Regulations repeal and substitute and supersede the previous IHC General Rules and Regulations and the Licensing Regulations and the Registration Regulations adopted in 2013 in their entirely, and the Version 2018 and 2019 of the Regulations.
d. Humanitarian Organizations and Commercial Entities working in the Free Zone must correct their legal status and documentation within 3 months from the commencement date of these Regulations, to be in compliance with the regulations applicable to each of them.
e. These Regulations must be read in conjunction with any other regulations, policies, directives, circulars issued by the Authority as well as agreements executed between the Authority and the Humanitarian Organization and/or the Commercial Entity.
f. These Regulations must be read in conjunction with the Ultimate Beneficial Ownership Regulations issued by the Authority.
Article 5. Interpretations and Definitions
a. The following listed capitalized terms and expressions shall have the meanings and the interpretations given below unless expressly mentioned otherwise:
Authority: the International Humanitarian City Authority governed by the Law No. (1) of 2012 as amended.
Application: the formal request submitted to the Authority on the template provided by the Authority.
Applicant: the party submitting the Application.
Articles of Association (AOA): document containing essential provisions related to the governance, management and various activities of the FZLLC as originally passed or as lawfully amended from time to time.
Annual General Meeting: meeting of Shareholders which the FZLLC must hold within 12 months from the date of its incorporation and once every 12 months thereafter.
Bona Fide: acting with good faith, without intention to deceive.
CEO: Chief Executive Officer.
Commercial Company: An entity that is formed to conduct commercial activities in return of profit.
Commercial Entity: a branch of a Commercial Company or an FZLLC licensed by the Authority.
Commercial Applicant: a company and/or investors(s) wishing to establish a branch of a commercial company or an FZLLC in the Free Zone. Once licensed, the Commercial Applicant shall hereinafter be referred to as Commercial Entity.
Delegation of Authority: document that restricts the approval of specific acts or transactions to specific individuals.
Designated Zone: Any area specified by a decision of the Cabinet upon the recommendation of the Minister, as a Designated Zone for the purpose of the Federal Decree Law No. (8) of 2017 on Value Added Tax.
DWC: Dubai World Central, also known as Al Maktoum International Airport.
Director: person managing and controlling the affairs of the FZLLC, including the Alternate Director or any person occupying the position of director by whatever name called.
Employee: any Employee of a Humanitarian Organization or a Commercial Entity authorized to work in the Free Zone.
Employment Agreement: a formal agreement that specifies the conditions of the relationship between an Employee and the Humanitarian Organization or Commercial Entity including the rights and responsibilities.
Extraordinary General Meeting: any meeting of FZLLC Shareholders, other than the Annual General Meeting.
Free Zone: the geographical area comprising the International Humanitarian City.
FZLLC: Commercial Company incorporated, registered and licensed in the Free Zone.
Governmental Organization: an organization affiliated with a country’s government and which contributes to, or participates in, cooperation projects, education, training or other humanitarian or progressive activities.
Humanitarian Organization: the branch of local organization, International Organization, Governmental Organization, Non-Governmental Organization or Non-Profit Organization licensed in the Free Zone; or an organization, agency, programme or fund of the United Nations operating from the Free Zone.
Humanitarian Applicant: the branch of local organization, International Organization, Governmental Organization, Non-Governmental Organization or Non-Profit Organization wishing to establish a branch in the Free Zone. Once licensed, the Humanitarian Applicant shall hereinafter be referred to as Humanitarian Organization.
IOI card: International Organization Identity card.
IHC: International Humanitarian City Free Zone.
International Organization: worldwide organization with an international membership, scope, or presence providing aid or assistance without discrimination as to nationality, race, religious beliefs, class or political opinions.
JAFZA: Jebel Ali Free Zone.
Labour Law: Federal Decree Law No. (33) of 2021 on the Regulation of Labour Relations in the Private Sector, and its amendments.
Law Enforcement Authorities: Federal and/or local government agencies or authorities responsible for the enforcement of the Federal or Local laws.
Lease: the lease agreement executed between the Humanitarian Organization or the Commercial Entity and the Authority.
License: the License issued by the Authority in favor of a Humanitarian Organization or a Commercial Entity.
Local and/or Federal Law: Law, decree law, decree, regulation or any regulatory document issued respectively by the Government of Dubai and/or by the Government of the UAE.
Manager: the principal representative managing the day to day operations of the Humanitarian Organization or Commercial Entity in the Free Zone.
Memorandum of Association (MOA): document prepared in the formation and registration process of the FZLLC to define its relationship with the shareholders and other important elements as originally passed or as lawfully amended from time to time.
Non-Governmental Organization: private sector, voluntary and usually non-profit and non-sectarian organization that contributes to, or participates in, cooperation projects, education, training or other humanitarian, or progressive activities and which is recognized and duly registered as Non. Governmental Organization.
Non-Profit Organization: associations, charities, cooperatives, and other voluntary organizations formed to further cultural, educational, or humanitarian objectives.
Ordinary Resolution: resolution passed by a number of Shareholders holding over 50% of the shares represented at the meeting of the General Assembly.
Premises: open yard storages, offices, showrooms and warehouses existing in the Free Zone.
Property: workstations, offices and warehouses existing in the Free Zone.
Proxy: delegation of representation.
Register: register of Humanitarian Organizations or Commercial Entities maintained by the Authority.
Registered Office: workstations of business center or offices registered pertaining to a Humanitarian Organization or Commercial Entity.
Regulations: IHC Free Zone Regulations.
Relevant Authority: authority delegated by the Government of Dubai or the Government of UAE to issue any authorization, license or approval in connection with any matter related to these Regulations or any other matter connected to the Free Zone.
RTA: Roads and Transport Authority.
Shares: portions of the Capital of FZLLC having the features described in the Chapter 2, Part 2 of these Regulations.
Shareholder: a natural or artificial person holding certain number of Shares in the FZLLC and whose name is entered in the Register.
Special Resolution: resolution passed by a number of Shareholders holding three quarters or more of the shares represented at the meeting of the General Assembly.
Sponsorship Agreement: the agreement executed between the Humanitarian Organization or Commercial Entity and the Authority to sponsor an Employee to be able to work in the Free Zone.
Sponsored Employee: employee of a Humanitarian Organization or Commercial Entity who is sponsored by the Authority pursuant to a Sponsorship Agreement executed between the Humanitarian Organization or Commercial Entity and the Authority; or an Employee of a UN Agency, Organization or Program who is sponsored by the Authority pursuant to a sponsorship undertaking executed between the UN Agency, Organization or Program and the Authority.
UAE: United Arab Emirates.
UN: the United Nations, an international organization founded in 1945 and made up of 193 Member States. The UN system is composed of the UN itself and many affiliated programmes, funds, and specialized agencies, all with their own membership, leadership, and budget.
UNCITRAL: The United Nations Commission on International Trade Law.
UNLP: United Nations laissez-passer, a travel document issued by the United Nations under the provisions of Article VII of the 1946 Convention on the Privileges and Immunities of the United Nations.
VAT: the value added tax as defined and imposed by the Federal decree Law No. (8) of 2017 on Value Added Tax.
Working Day: every day that is not a Saturday, Sunday or public holiday declared for the Government sector in Dubai.
b. A reference to Commercial Entity in these Regulations is the collective reference to FZLLC (Commercial Company incorporated, registered and licensed in the Free Zone) as well as to the branch of Commercial Company licensed in the Free Zone.
c. A reference to Members or IHC Members in these Regulations is the collective reference to all Humanitarian Organizations and Commercial Entities operating from the Free Zone.
d. A reference to Applicant is the collective reference to Humanitarian Applicants and Commercial Applicants.
e. A reference to a particular law or regulation in these Regulations is a reference to that law or regulation as it is in force, taking account of any subsequent amendment and including any subordinate legislation made under it.
f. References in these Regulations to time periods are to be construed in accordance with the Gregorian calendar. Whenever these Regulations refer to a period of time, unless specifically referencing a Working Day, such period will include every calendar day, except that :
- When the last day of the period falls on a Saturday or a Sunday, the period will end instead on the following Monday; and
- When the last day of the period falls on a Dubai public holiday for the Government sector, the period will end instead on the next day that is not a Dubai public holiday for the Government sector.
g. Unless the context otherwise requires, any reference in these Regulations to a “person” includes a reference to a natural person, and to a corporate body, limited liability company, association or partnership and to the legal or personal representatives, legal successors and lawful assigns of any such person .
h. A person who wishes to submit an original document or a photocopy of a document written in a language other than English or Arabic must also submit a notarized translation of that document in English or Arabic, prepared by a translation service acceptable to the Authority .
i. In the event of any inconsistency in these Regulations or between these Regulations and any other applicable law or regulation (whether issued by the Authority or otherwise), the Authority will determine the correct interpretation and each Humanitarian Organization or Commercial Entity shall be so bound.
j. Annexes shall make an integral part of these Regulations and shall be read with them.
Article 6. Waiver
Waiver of any requirement or obligation set out in these Regulations shall be in the discretion of the Authority and must be issued in writing by the authorized person in order to be effective.
Article 7. Non-Exclusivity
These Regulations are not exclusive and other rules, procedures, standards and policies might be issued from time to time. The rules, procedures, standards, and policies issued by the Authority pursuant to these Regulations shall be considered part of these Regulations and shall be read with them.
Section 2- The Registrar
Article 8 – Appointment and Designation
The Registrar shall be appointed by the Authority. The Registrar shall be responsible for the functional role of the Registrar and shall carry out the powers and duties conferred to him by these Regulations and any other authorization matrix defining his roles and responsibilities.
Article 9 – Powers and Duties of the Registrar
The Registrar shall have the following powers and duties:
- Managing and updating the Register of Humanitarian Organizations and Commercial Entities at the Authority;
- Ensuring compliance to these Regulations by Humanitarian Organizations and Commercial Entities;
- Ensuring the execution of tariffs, fines and penalties and maintaining proper record of the register related to financial activities;
- Providing comprehensive reports, statistics and analysis every quarter;
- Providing a full comprehensive yearly report with recommendations for adoption;
- Performing any other duties under these Regulations.