Part 1- IHC Humanitarian Organizations and Commercial Companies (FZLLC) Common Regulations
Chapter 2- Registration and Licensing
Section 1- Eligibility to apply for a License
Article 10. Eligibility to Apply for a Humanitarian Organization License:
Any Non-Governmental, Governmental, International, or Non-Profit Organization wishing to apply for an IHC Humanitarian Organization License should be validly registered and incorporated in a jurisdiction outside the UAE or inside the UAE.
Article 11. Eligibility to Apply for a Commercial Entity License:
Any Commercial Company wishing to apply for an IHC Commercial Entity License should be one of the following:
- A Commercial Company validly registered and incorporated in a jurisdiction outside or inside the UAE, in this case it would be eligible to apply for a branch of Commercial Company License;
- A Commercial Company incorporated pursuant to “IHC FZLLC Special Regulations” (part 2 of these Regulations), in this case it would be eligible to apply for FZLLC License.
Section 2- Conditions of Licensing
Any Non-Governmental, Governmental, International, Non-profit Organization or Commercial Company wishing to hold an IHC License should complete the licensing application, satisfy the relevant criteria and hold a valid Lease.
Article 12. Completing the Licensing Application
Any Non-Governmental, Governmental, International, Non-Profit Organization or Commercial Company wishing to hold an IHC License should complete the licensing application provided by the Authority and submit the required documents.
Article 13. Satisfying the Relevant Criteria
a. Criteria to obtain a Humanitarian Organization License (branch) for Non-Governmental, Governmental, International or Non-Profit Organization:
- The Humanitarian Applicant should provide proof of having international presence and being operational and active in the international humanitarian arena; and
- The Humanitarian Applicant should not be conducting or willing to conduct its activities in the UAE; and
- The Humanitarian Applicant must be impartial, independent, and neutral in delivering humanitarian assistance, regardless of religious, ethnic, racial, or other consideration.
b. Criteria to obtain a Commercial Entity License (Branch of Commercial Company or FZLLC):
The Commercial Applicant must provide evidence on conducting business that is humanitarian related or that could be humanitarian related.
Article 14. Holding a Valid Lease
a. The Humanitarian Applicant and/or the Commercial Applicant should execute a valid Lease. Once licensed, the Humanitarian Organization or Commercial Entity must, at all times comply with the terms and conditions of each Lease.
b. Sub-leasing and sharing of any Property is not permitted in the Free Zone.
c. Without prejudicing the terms of any Lease, in the event a Humanitarian Organization or a Commercial Entity’s License or Lease is terminated or expired, it is the responsibility of this Humanitarian Organization or Commercial Entity to ensure that the Property is fully vacated and returned to the Authority.
d. The Authority reserves the right to start the procedures deemed necessary to repossess any Property upon expiration or termination of the Humanitarian Organization or Commercial Entity’s Lease and License, if such Lease or License is not renewed or cancelled as appropriate within the stipulated timeframe therein.
e. The Humanitarian Organization or Commercial Entity may rent storage area(s) within the UAE outside the Free Zone Premises, upon obtaining written consent from the Authority.
Section 3 - Provisions Related to Grant or Refusal of License
Article 15. Considerations
a. In determining whether to grant or refuse an application for a License, the Authority takes into consideration the following:
- The details of the Humanitarian Applicant and its ultimate beneficial owners;
- The details of those who own 5% or more of the Commercial Applicant;
- Whether the Applicant and/or it beneficial owner(s) is listed in UN’s or UAE’s list of suspected terrorist organizations or individuals;
- Whether the Applicant or its beneficial owner(s) is associated with any suspected or terrorist organizations or individuals.
b. In determining whether to grant or refuse a License, the Authority observes the UAE anti-money laundering and combating of terrorism financing system including the Federal Decree Law No. (20) of 2018 concerning the anti-money laundering and combating the financing of terrorism and financing of illegal organizations as amended, and the Cabinet Decision No. (10) of 2019 concerning the implementing regulation of the Decree Law No. (20) of 2018 as amended and other related laws, regulations, decisions, circulars and instructions.
Article 16. Grounds to Refuse Granting License
The Authority shall refuse to grant a License in various cases, including but not limited to the following:
- In case the Authority suspects that the Applicant is closely linked to any suspected or terrorist organizations or individuals;
- In case the Authority suspects that the Applicant is involved in money laundering practices;
- In case the submitted statements, information or documents are false or misleading;
- In case the Applicant has not met one of the conditions or criteria of licensing.
Article 17. Further Actions Following the Refusal of Licensing
The Authority shall report suspicious Applications related to money laundering and/or terrorist financing or financing illicit organizations to UAE Law Enforcement Authorities and/or to the concerned authorities.
Section 4 - Provisions Related to the License Details
Article 18. Name of the Humanitarian Organization or Commercial Entity
a. No Humanitarian Organization or Commercial Entity shall be registered with a name that, in the opinion of the Authority, is undesirable .
b. The Humanitarian Organization or Commercial Entity shall not be permitted to be registered with a name which:
- Is identical to the name by which another Humanitarian Organization or Commercial Entity is already registered under these Regulations or so nearly resembles that name as to be likely to be deceiving;
- Contains words which in the opinion of the Authority suggests or is likely to suggest the patronage of prominent local persons with no real connection, or connection with any Government or authority whether in the Free zone, the UAE or elsewhere; or contains the word “Dubai”, “Emirates”, “UAE”, “municipal” or “chartered”; or any other name which the Authority shall from time to time describe as “sensitive”;
- Is contrary to the laws relating to protection of intellectual property rights under the UAE and any other laws.
c. If a Humanitarian Organization or a Commercial Entity, on its first registration with a new name is registered with a name which in the opinion of the Authority too closely resembles the name by which a Humanitarian Organization or a Commercial Entity in existence is already registered, or a name in respect of which the law applicable to intellectual property rights affords prior protection, the first mentioned Humanitarian Organization or Commercial Entity shall, with the approval of the Authority, change its name.
d. A Humanitarian Organization or Commercial Entity may by Special Resolution change its name .
When a Humanitarian Organization or Commercial Entity has passed Special Resolution for change of name, it shall, within fourteen (14) days of the passing of Special Resolution and Authority approval, give notice of the said resolution by advertisement in a newspaper prescribed by the Authority.
The Authority shall, on receipt of a certified copy of the Special Resolution and evidence of notice together with the applicable fees:
- Enter the new name on the Register in place of the former name;
- Enter the effective date of the change of name in the Register;
- Issue a change of name certificate evidencing the change of name; and
- Issue an amended License with the changed name.
The change of name of a Humanitarian Organization or Commercial Entity shall not affect any of its rights or obligations, or render defective any legal proceedings by or against it, and any legal proceedings that might have been continued or commenced against it in its former name may be continued or commenced against it in its new name.
Article 19. Term of the License
The term of the License shall be for two (2) years starting from the date of the issuance of the License and ending on the date of expiry of the License.
Article 20. The Manager
a. Every Humanitarian Organization or Commercial Entity granted a License to provide activities in the Free Zone shall appoint a Manager, who shall be a natural person.
b. The Manager shall be the principal representative of the Humanitarian Organization or Commercial Entity in the Free Zone and shall represent it in all matters with the Authority.
c. The Manager is empowered to manage and conduct the day-to-day operations, business and affairs of the Humanitarian Organization or Commercial Entity. However, the Humanitarian Organization or Commercial Entity may, when applying for a License, regulate, limit or otherwise specify the extent of the powers of the Manager in representing it both inside and outside the Free Zone.
d. With the exception of UN Agencies, the Manager shall be sponsored by the Authority pursuant to the Sponsorship Agreement between the Humanitarian Organization or the Commercial Entity and the Authority. However, a Humanitarian Organization may appoint a volunteer who is not under the Authority’s sponsorship as a Manager, provided the following conditions are met:
- He/she holds a valid UAE residency visa;
- He/she obtains the required volunteering permit from the concerned authorities in Dubai.
- The Humanitarian Organization provides the Authority with a no objection certificate from the volunteer’s current sponsor allowing him/her to work as a volunteer for the Humanitarian Organization in the Free Zone;
- The Humanitarian Organization issues an undertaking letter, in the form provided by the Authority from time to time;
- The Humanitarian Organization obtains the Authority’s written approval on the appointment of the designated volunteer as Manager.
e. The Humanitarian Organization or Commercial Entity shall give notice in writing to the Authority of the change of the Manager, and shall arrange with the Authority to modify the License accordingly, within a period of fourteen (14) days immediately following the change.
f. The Authority may, by notice in writing served on any person who is or is to be a Manager of a Humanitarian Organization or Commercial Entity, require further information and documents, within a certain time as may be specified in the notice, for determining whether he/she is a fit and proper person to hold the position.
Article 21. Nationality of the Licensed Humanitarian Organization or Commercial Entity
a. Each Humanitarian Organization and branch of Commercial Company shall hold the nationality of its existing headquarter.
b. The FZLLC shall hold the UAE Nationality.
Article 22. The Category or Categories of Activities to be Undertaken by the Humanitarian Organization or Commercial Entity
The categories of activities and business to be undertaken by a Humanitarian Organization or a Commercial Entity shall be provided in IHC License List of Activities (Annex 1).
Article 23. The Activity on the License
The activity(ies) on the License may be amended by adding new activity(ies) or removing existing activity(ies), by a written application from the Humanitarian Organization or Commercial Entity to the Authority, and at the Authority’s discretion.
Article 24. Registered/ Local Address
a. The Humanitarian Organization and/or Commercial Entity shall at all times have a Registered Office in the Free Zone to which all communications and notices may be addressed.
b. A document served in relation to any matter under these Regulations may be served on the Humanitarian Organization or Commercial Entity by leaving it at the Registered Office of this Humanitarian Organization or Commercial Entity in the Free Zone.
Article 25. Other Matters
Other details may be included in the License such as any restrictions or conditions attached to the License, as may be specified by the Authority.