Allows associations, industry bodies and other non-profit organisations to incorporate in the DIFC as Non Profit Incorporated Organisations with a charter, members and a governing body, under the Registrar of Companies, with the Non Profit Incorporated Organisations Regulations setting the application, reporting and fee rules.
The Non Profit Incorporated Organisations Law, DIFC Law No. 6 of 2012, creates a DIFC legal form for non-profit bodies: the Non Profit Incorporated Organisation, a body corporate with separate legal personality from its Founding Members and Members (Article 10). The current text is Consolidated Version No. 2 of March 2022, incorporating amendments by DIFC Law No. 8 of 2018 and DIFC Law No. 2 of 2022. It is administered by the Registrar of Companies (Article 6).
The form is narrower than a general charity or club vehicle. An Incorporated Organisation may carry on only its Authorised Purposes, which Schedule 1 limits to professional and financial services organisations whose scope does not amount to providing Financial Services under the DFSA Rulebook, and other ancillary purposes related to the promotion and development of Financial Services approved by the Registrar. It may not undertake Financial Services (Article 8) and may not be formed for the commercial or financial gain of its members or distribute profits or revenues to them; revenues must fund its Authorised Purposes or other purposes approved by the Registrar (Article 9). Activity outside the Authorised Purposes lets the Registrar revoke its status and strike it off (Article 8(3)).
Formation needs three or more Founding Members, who must be UAE residents, signing an application that states the name, registered office, Authorised Purposes, a declaration that only those purposes will be pursued, the Founding Members' details and the Charter of Organisation (Article 11). The Charter must be in English and may adopt the Standard Charter prescribed in the Regulations; amendments need a Special Resolution and must be filed with a written legal opinion from an external qualified lawyer confirming compliance before they take effect (Article 12). The Registrar may refuse registration without giving reasons (Article 13), and on registration issues a certificate, a registered number and a licence under Article 9 of the Operating Law (Articles 14 and 15).
Financial resources are member fees, grants and donations and other Board-approved resources (Article 18). Accounts must be prepared within six months of year end, signed by at least two Founding Members, audited by a registered auditor and filed with the Registrar within 30 days of approval (Article 19); accounting records are kept in the DIFC for at least ten years (Article 20). The organisation is managed by a Board composed solely of Founding Members, all UAE residents (Article 24), and keeps a public members' register (Article 23); a Member is not liable for its debts (Article 22). Voluntary dissolution requires a Special Resolution and no outstanding liabilities (Article 25), and surplus assets may never go to members, with government grants returned to the granting authority (Article 27). The Insolvency Law applies with modifications (Article 32), and Schedule 2 sets fines of USD 1,000 to USD 25,000. The Law is in force.
Professional and financial-services industry bodies, associations and similar non-profit organisations seeking DIFC legal personality, their Founding Members (who must be UAE residents), Members and Boards, and the Registrar of Companies as administering authority.
| Article 8 | An Incorporated Organisation may carry on only its Authorised Purposes, which must not be contrary to UAE public interest and morals; it may not undertake Financial Services under the DFSA Rulebook, and activity outside the Authorised Purposes allows the Registrar to revoke its status and strike it off. |
| Article 9 | It may not be formed for the commercial or financial gain of Founding Members or Members, may not distribute profits or revenues to them, and must apply revenues to its Authorised Purposes or other purposes approved by the Registrar. |
| Article 11 | Three or more Founding Members apply for incorporation by filing the name, registered office, Authorised Purposes, a declaration that only those purposes will be carried on, each Founding Member's name, nationality and address, and the Charter of Organisation. |
| Article 12 | The Charter of Organisation must be in English and may adopt the Standard Charter prescribed in the Regulations; amendments require a Special Resolution and must be submitted with a written legal opinion from an external qualified lawyer confirming compliance before they take effect. |
| Articles 13–15 | The Registrar may refuse registration without reasons or appeal; no one may act as an Incorporated Organisation until the certificate of incorporation is issued, and the organisation must hold a licence under Article 9 of the Operating Law. |
| Article 19 | Accounts must be prepared within six months of year end, approved and signed by at least two Founding Members, audited by an auditor registered under the Operating Law and filed with the Registrar within 30 days of approval. |
| Article 20 | Accounting records sufficient to show the financial position at any time must be kept at a place within the DIFC, preserved for at least ten years and open to inspection by the Founding Members. |
| Articles 21–24 | The organisation has Founding Members and Members, who may not be the same person; Founding Members owe duties of honesty, good faith and prudent care; Members are not liable for its debts; the Board consists solely of UAE-resident Founding Members and any appointed agent must be a UAE resident. |
| Articles 25–27 | Founding Members may dissolve the organisation by Special Resolution if no liabilities are outstanding; strike-off follows Articles 32 and 33 of the Operating Law; surplus assets may not be distributed to members or held on trust for them, and unspent government grants return to the granting authority. |
| Schedule 1 | Authorised Purposes are limited to professional and financial services organisations whose scope is not providing Financial Services, and ancillary purposes related to the promotion and development of Financial Services approved by the Registrar; a Founding Member must be resident in the UAE. |
| Schedule 2 | Maximum fines: USD 25,000 for pursuing non-authorised purposes or commercial gain, USD 10,000 for distributing profits or failing to prepare, approve or audit accounts, USD 15,000 for failing to keep accounting records, USD 5,000 for late filing of audited accounts, and USD 1,000 to 2,000 for name, inspection and members' register failures. |
Schedule 2 sets maximum fines per contravention: USD 25,000 for carrying on purposes other than the Authorised Purposes or activities for commercial or financial gain; USD 15,000 for failing to keep accounting records; USD 10,000 for distributing profits to members or failing to prepare, approve, sign or audit accounts; USD 5,000 for late filing of audited accounts; USD 2,000 for non-compliant record-keeping or failing to keep a members' register; and USD 1,000 for omitting the 'Non-Profit Organisation' phrase from instruments or refusing inspection of records. The Registrar may also revoke the organisation's status and strike it off for activity outside its Authorised Purposes (Article 8(3)), and Part 5 of the Operating Law applies to the Registrar's powers (Article 29).
Industry bodies and professional associations connected with financial services sometimes ask us for a DIFC legal personality without a commercial licence, and this Law is the route. We start by testing the proposed purpose against the Schedule 1 definition of Authorised Purposes, because the form is confined to professional and financial services organisations and ancillary purposes approved by the Registrar; a general charity, family or social club does not fit, and for those we look instead at a DIFC foundation. Where it fits, we assemble the three UAE-resident Founding Members, adapt the Standard Charter, file the Article 11 application and arrange the licence and the registered office through the DIFC-registered provider we appoint. Our secretarial work then tracks the Article 19 and 20 cycle: audited accounts within six months, filing within 30 days, records kept in the DIFC for ten years, and an external legal opinion whenever the Charter is amended.
DIFC Operating Law
Requires any person operating or conducting business in or from the DIFC to be registered under a prescribed law and to hold a valid licence or permission, and sets out t…
DIFC Operating Regulations
Made under Article 46 of the Operating Law, the Regulations govern issue and renewal of commercial and operating licences, restricted, short-term and qualified retail lic…
DIFC Companies Law
Governs the incorporation and running of DIFC companies: private companies (one to fifty shareholders) and public companies, directors' duties, shares and capital, accoun…
DIFC Foundations Law
Creates the DIFC foundation as a separate legal person with definite, feasible and lawful objects (charitable or not), managed by a council of at least two members, with …
DIFC Insolvency Law
Repeals and replaces the Insolvency Law 2009 and provides for rehabilitation of distressed DIFC companies (including an administration regime), company voluntary arrangem…
DIFC UBO Regulations
Made under Article 46 of the Operating Law, the Regulations require DIFC companies, partnerships, non-profits and foundations to identify, record and file their ultimate …
Whether you are establishing a new venture, restructuring an existing enterprise, or exploring residency pathways — we are here to advise.
Arrange a Consultation →