2.1. Charter of Organisation

2.1.1. For section 13(4) of the AIFC Non-profit Incorporated Organisations Regulations, the provisions of Schedule 1 (Standard Charter) are the model provisions to be known as the Standard Charter.

2.1.2. Unless the Standard Charter is adopted by the Incorporated Organisation in its entirety, the Charter, signed by or on behalf of each member, must be filed with the application.

2.1.3. The proposed Charter of Organisation accompanying an application for the incorporation of an Incorporated Organisation must include provision for the following matters:

1. (a) the Authorised Activities to be conducted by the Incorporated Organisation;
2. (b) the calling of meetings of the Founding Members by Founding Members;
3. (c) the proceedings of meetings of the Founding Members, including voting;
4. (d) information to be provided to Founding Members before a meeting of the Founding Members;
5. (e) the maximum number of Founding Members;
6. (f) the appointment and removal of Founding Members;
7. (g) the Functions of Founding Members;
8. (h) appointment of the secretary, if applicable;
9. (i) the keeping of minutes.

2.1.4. An application for the incorporation of an Incorporated Organisation must state that the proposed Charter of the Incorporated Organisation accompanying the application has been adopted by the applicants.

2.2. Certificates of registration of Incorporated Organisations

The certificate of registration issued by the Registrar of Companies for an Incorporated Organisation must include its identification number.

2.3. Address of registered office

2.3.1 This rule applies to the address of the registered office of an Incorporated Organisation, as set out in an application for incorporation or a notice of a change relating to the registered office.

2.3.2 The address must include the following details, so far as they are applicable:

• (a) the name (or number) of the building;
• (b) the floor or level of that building.

2.3.3 The address must consist of a location address and, if different, a postal address.

2.3-1. Registered email address

(1)  This rule applies to the registered email address as set out in an application for incorporation or notification given to the Registrar of Companies, under the AIFC Non-Profit Incorporated Organisations Regulations.

(2)  The registered email address must at all times be an appropriate email address.

(3)  An email address is an “appropriate email address” if, in the ordinary course of events, emails sent to it by the Registrar would be expected to come to the attention of a Person acting on behalf of the Incorporated Organisation.

(4)  The notification of change of an Incorporated Organisation’s registered email address must include a statement that the new email address is an appropriate email address within the meaning given by subrule (3).

2.4. Incorporated Organisations names

2.4.1 A Person may apply to the Registrar of Companies for the reservation of a name for an Incorporated Organisation (or proposed Incorporated Organisation).

2.4.2 If the name is acceptable to the Registrar of Companies, the Registrar must reserve the name for 30 days.

2.4.3 The following provisions apply to the name of an Incorporated Organisation or the reservation of a name for an Incorporated Organisation (or a proposed Incorporated Organisation):

• (a) the name must use letters of the English alphabet, numerals or other characters acceptable to the Registrar of Companies;
• (b) the name must not, in the opinion of the Registrar, be, or be reasonably likely to become, misleading, deceptive, conflicting with another name (including an existing name of a company or another Incorporated Organisation);
• (c) the name must not contain words that may suggest a relationship with the AIFCA, AFSA or any other governmental authority in the AIFC, Nur-Sultan or the Republic of Kazakhstan, unless the relevant authority has consented in Writing to the use of the name;
• (d) the name must not contain any of the following words unless the AFSA has consented in Writing to their use:

(i) the word ‘bank’, ‘insurance’ or ‘trust’;

(ii) words that suggest that the incorporated organisation is a bank, insurance company or trust company;

(iii) words that suggest in some other way that it is authorised to conduct Financial Services in the AIFC;

• (e) the name must not contain words that may suggest a connection with, or the patronage of, any Person or organisation, unless the Person or organisation has consented in Writing;
• (f) the name must not be, in the opinion of the Registrar, otherwise undesirable.

2.4.4 In this rule: Financial Services has the meaning given under the AIFC Financial Services Framework Regulations.

2.4.5 An application for the reservation of a name for an Incorporated Organisation (or proposed Incorporated Organisation) must be accompanied by the prescribed fee set out in the Rules from time to time.

2.5. Accounting principles or standards

2.5.1 For section 22(2)(a) (Accounts) of the AIFC Non-profit Incorporated Organisations Regulations, the International Financial Reporting Standards are prescribed as accounting principles or standards for the preparation of the accounts of an Incorporated Organisation.

2.5.2 Without limiting the power of the Registrar of Companies under section 22(2)(a) of the AIFC Non-profit Incorporated Organisations Regulations to approve accounting standards or principles, the Registrar may, on the application of an Incorporated Organisation, approve accounting standards or principles for the preparation of accounts of the Incorporated Organisation. An approval may be given subject to any conditions or restrictions.

2.6. Notice of appointment of Auditor

2.6.1 If an Incorporated Organisation appoints an Auditor, the Incorporated Organisation must immediately file notice of the appointment with the Registrar of Companies.

2.6.2 If an Auditor of an Incorporated Organisation ceases to be the Auditor for any reason, the Incorporated Organisation must immediately file notice of the cessation with the Registrar of Companies.

2.7. Accounting Records of Non-profit Incorporated Organisations

2.7.1 Despite section 21(2)(a) of the AIFC Non-profit Incorporated Organisations Regulations, the Accounting Records of an Incorporated Organisation must be kept at the registered office of the Incorporated Organisation or at another place decided by the Founding Members in accordance with subrule 2.7.2.

2.7.2 A decision of the Founding Members to keep the Accounting Records at a place other than the registered office of the Incorporated Organisation may only be made by the Founding Members at a meeting of the Founding Members and a minute of the decision must be signed by all the Founding members present at the meeting and kept as part of the Accounting Records

2.8. Register of Founding Members and Ordinary Members

The register of Founding Members and Ordinary Members of an Incorporated Organisation maintained under section 25 (Register of members) of the AIFC Non-profit Incorporated Organisations Regulations must include the following particulars for each person who is or has been Founding Member or Ordinary Member, and be kept in alphabetical order of their names:

• (a) the member’s full name;
• (b) whether the member is a Founding Member or Ordinary Member;
• (c) if the member has a former given or family name—the former name or, if the member has 2 or more former names, each former name;
• (d) the member’s date and place of birth or incorporation (registration), as the case may be;
• (e) the member’s address;
• (f) if the member has had a former address within the last 5 years—the address;
• (g) the date the member become a Founding Member or Ordinary Member;
• (h) if relevant, the date the member ceased to be a Founding or Ordinary Member.