12. Method of formation

(1) One or more Founding Members may apply for the incorporation of an Incorporated Organisation by signing, and filing with the Registrar of Companies, an application for incorporation in the accordance with the Rules.

(2) The application must state the following:

1. (a) the proposed name of the Incorporated Organisation;
2. (b) the proposed address of the Incorporated Organisation’s registered office;
3. (c) the Authorised Activities proposed to be conducted by the Incorporated Organisation;
4. (d) the full name, date of birth, nationality, residency and address of each of the applicants, if the applicant is a natural person;
5. (e) the other particulars (if any) required by the Registrar of Companies or the Rules;
6. (f) the full name, date and place of incorporation or registration of each of the applicants, if the applicant is a Body Corporate.

(3) The application must include, or be accompanied by, the following:

1. (a) a declaration signed by each of the applicants that the Incorporated Organisation will only conduct Authorised Activities;
2. (b) the proposed Charter of Organisation of the Incorporated Organisation.

13. Charter of Organisation

(1) An Incorporated Organisation’s Charter of Organisation must be in the English language and must be divided into paragraphs numbered consecutively.

(2) An Incorporated Organisation’s Charter of Organisation must be consistent with the Authorised Activities of the Incorporated Organisation and must contain the matters required by these Regulations and the Rules.

(3) The Charter of Organisation may contain any other matters that the Founding Members wish to include in the Charter of Organisation. However, the Charter of Organisation must not contain a provision that is inconsistent with these Regulations or the Rules.

(4) The Rules may prescribe model provisions to be known as the Standard Charter.

(5) An Incorporated Organisation may adopt, as its Charter of Organisation, the whole or any part of the Standard Charter that is relevant to the Incorporated Organisation.

(6) If the Standard Charter is not adopted in its entirety, the Registrar of Companies may object to any amendment of the Standard Charter if the amendment is inconsistent with the Authorised Activities of the Incorporated Organisation or because of the amendment a provision of the Charter of Organisation would be inconsistent with these Regulations or the Rules.

(7) An Incorporated Organisation may amend its Charter of Organisation by Special Resolution of the Founding Members.

(8) Every amendment of the Charter of Organisation must be submitted to the Registrar of Companies for approval before the amendment takes effect.

(9) The Incorporated Organisation must submit an updated Charter of Organisation to the Registrar of Companies if the amendment is approved by the Registrar.

14. Decision on incorporation application etc.

(1) The Registrar of Companies may refuse to incorporate an Incorporated Organisation for any reason the Registrar considers to be a proper reason for refusing to incorporate the Incorporated Organisation.

(2) If the Registrar of Companies incorporates an Incorporated Organisation, the Registrar must register the Charter of Organisation that accompanied the application for incorporation.

15. Effects of incorporation etc.

(1) On the incorporation of an Incorporated Organisation and registration of its the Charter of Organisation, the Registrar of Companies must:

• (a) issue a certificate of incorporation confirming that the Incorporated Organisation is incorporated and stating that the Incorporated Organisation is a ‘Non-profit Incorporated Organisation’; and
• (b) assign a number to the Incorporated Organisation, which is to be the Incorporated Organisation’s identification number; and
• (c) enter the name of the Incorporated Organisation in the appropriate Register of Incorporated Organisations kept by the Registrar; and
• (d) [intentionally omitted]

(2) On the date of incorporation mentioned in the certificate of incorporation:

• (a) the applicants for incorporation become the initial Founding Members of the Incorporated Organisation; and
• (b) the Incorporated Organisation, having the name contained in the certificate of incorporation, becomes a body corporate, capable of Exercising all the Functions of a body corporate.

(3) A certificate of incorporation issued by the Registrar of Companies for an Incorporated

Organisation is conclusive evidence of the following matters:

• (a) that the Incorporated Organisation has been duly incorporated;
• (b) that the Incorporated Organisation is an Incorporated Organisation;
• (c) that the requirements of these Regulations and the Rules have been complied with in respect of the incorporation of the Incorporated Organisation.

(4) Without limiting subsection (1)(a), the Registrar of Companies may make alternative arrangements relating to the issue of certificates of incorporation to Incorporated Organisations in circumstances prescribed by the Rules.

16. Registered office and conduct of activities

(1) An Incorporated Organisation must, at all times, have a registered office in the AIFC to which all communications and notices to the Incorporated Organisation may be addressed.

(2) A Document may be given to or served on (however described) the Incorporated Organisation by leaving it at, or sending it by post to, the registered office of the Incorporated Organisation in the AIFC.

(3) An Incorporated Organisation must conduct its activities in or from the AIFC.

(4) Contravention of subsection (1) or (3) is punishable by a fine.

17. Particulars in communications

(1) An Incorporated Organisation must ensure that its name, and the address of its registered office, appear in legible characters in all of its instruments, invoices, letterheads, order forms, receipts, statements of account, correspondence, publications and other communications, including any communications in electronic form.

(2) Contravention of this section is punishable by a fine.

18. Name of Incorporated Organisation

(1) The name of an Incorporated Organisation must appear in legible characters on the common seal of the Incorporated Organisation.

(2) An Incorporated Organisation must use only its registered name and must ensure that, whenever it uses its name, its name is immediately followed by the words ‘Non-profit Organisation’ unless those words are part of its name.

(3) Contravention of this section is punishable by a fine.

19. Change of name

(1) An Incorporated Organisation must not change its name otherwise than by Special Resolution of the Founding Members and must not change the name to a name that is not acceptable to the Registrar of Companies.

(2) If an Incorporated Organisation changes its name under this section, the Registrar of Companies must register the new name in place of the former name, and must issue a certificate of name change showing the former and new names of the Incorporated Organisation.

(3) The change of name takes effect on the day the Registrar of Companies issues the certificate of name change.

(4) The change of name does not:

1. (a) affect any rights or obligations of the Incorporated Organisation; or
2. (b) render defective any legal proceedings by or against it.

(5) Any legal proceedings that could have been commenced or continued against the Incorporated Organisation under its former name may be commenced or continued against it under its new name.

(6) If an Incorporated Organisation changes its name under this section, it must amend its Charter of Organisation to reflect the change within 30 days after the day the Registrar of Companies issues the certificate of name change or, if the Registrar allows a longer period, the longer period.

(7) If, in the opinion of the Registrar of Companies, the name by which an Incorporated Organisation is registered is, has become, or is reasonably likely to become, misleading, deceptive, conflicting with another name (including an existing name of a company or another Incorporated Organisation), or otherwise undesirable, the Registrar may direct the Incorporated Organisation to change it.

(8) The Registrar of Companies must comply with the Decision-making Procedures in deciding whether to give a direction under subsection (7).

(9) The Incorporated Organisation must comply with a direction given to it by the Registrar of Companies under subsection (7) within 30 days after the date specified in the direction unless the Registrar allows a longer period to comply with the direction.

(10) Contravention of subsection (1), (6) or (9) is punishable by a fine.