June 2013

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Dubai Healthcare City (DHCC) was launched in 2002 by the UAE Vice President, Prime Minister and Ruler of Dubai, His Highness Sheikh Mohammed Bin Rashid Al Maktoum, to meet the demand for high-quality, patient-centred healthcare. Today, DHCC is home to two hospitals, over 90 outpatient medical centres and diagnostic laboratories with over 2000 licensed professionals occupying 4.1 million square feet in the heart of Dubai.

DHCC combines the leading expertise of medical institutions and pre-eminent healthcare providers to deliver the A-Z of medical services. The mission of DHCC is to create a platform for the provision of healthcare, education and research services within an informed regulatory framework located in the Gulf to service the regional and international community. The DHCC is part of TECOM Investments, which is a subsidiary of the conglomerate Dubai Holding. TECOM Investments has pioneered cutting edge industries through the creation of dedicated free zones which serve as leading centers of excellence in global industries that include academia, communication, science and healthcare. TECOM have recently implemented innovative processes in allowing both free zone and onshore companies licensed by the Dubai Department of Economic Development to be situated in their dedicated free zones enabling free zone and onshore companies in a specific industry such as healthcare to be situated side by side reaping the benefits of being situated in a zone dedicated to their industry.

<strong>Business Segments and Activities Permitted in DHCC</strong>

The categories of business for which a commercial license may be issued in DHCC are as follows:

• Clinical – Inpatient
• Clinical – Outpatient
• Healthcare Consultancy
• Healthcare Support
• Healthcare Education
• Publishing
• Education &amp; Training Services (non healthcare)
• Service Provider
• Consultancy
• Regional Head Quarters
• Hotels and Leisure Services
• Property Management Services

<strong>Setting the highest Global Standards in the regional healthcare industry</strong>

The DHCC was established to ensure patients receive the highest quality care and clinical services in a safe and reliable environment. This is why the Center for Healthcare Planning and Quality (CPQ) was established jointly with Partners Harvard Medical International, as the independent regulatory body responsible for implementing rigorous standards that are aligned with international best practice to ensure the highest quality care.

<strong>In order to protect patients, CPQ is responsible for:</strong>
<ul>
 	<li>Ensuring rigorous licensing of healthcare professionals and facilities within DHCC.</li>
 	<li>Enforcing top quality standards for healthcare practice.</li>
 	<li>Ongoing assessment of clinical facilities to maintain best practice.</li>
 	<li>Regulating traditional and alternative medical practice (the only body regulating complementary and alternative medicine in the region).</li>
 	<li>Patient care and patient safety initiatives to drive continuous quality improvement.</li>
</ul>
Collecting statistical information to monitor clinical standards and patient satisfaction and to improve healthcare delivery and customer care.

All clinical and non-clinical facilities within DHCC are required to meet CPQ’s quality requirements by implementing practices which support healthcare excellence at every level.

<strong>Laws &amp; Regulations</strong>

All companies that operate within the DHCC free zone must comply with the rules, regulations and all applicable policies and standards of the free zone itself which consist of the following:
<ul>
 	<li>Commercial Services Licensing Regulation No. 9 of 2008 – sets out the framework under which DHCC companies may carry out their business within DHCC.</li>
 	<li>Company Regulation No. 8 of 2008 – set out the framework under which companies may become registered within DHCC.</li>
</ul>
Other regulations regarding provision of specific healthcare services in the DHCC also include the following:
<ul>
 	<li>Complementary and Alternative Medicine Regulation No. 3 of 2008.</li>
 	<li>Medical Liability Regulation No. 5 of 2005.</li>
 	<li>Education Regulation No. 5 of 2008.</li>
 	<li>Governing Regulation No. 1 of 2008.</li>
 	<li>Health Data Protection Regulation No. 7 of 2008.</li>
 	<li>Healthcare Operators Regulation No. 4 of 2008.</li>
 	<li>Healthcare Professionals Regulation No. 2 of 2008.</li>
 	<li>Research Regulation No. 6 of 2008.</li>
</ul>
Failure to comply with the applicable Regulations, Rules, Standards and Policies may result in:

(a)  A Penalty being imposed; and/or
(b)  Suspension, termination or refusal to renew the Company’s license

<strong>Legal Structures and Licensing of a business entity in the DHCC</strong>

An individual or a corporate entity can form the following business entities in DHCC:

1.   Free Zone Limited Liability Company (FZ-LLC).
2.   Branch of a Foreign Company, where the applicant is a foreign registered corporate person.
3.   Branch of a UAE Company, where the applicant is a UAE registered corporate person.

Below is a step-by-step guide for prospective investors who wish to establish a company in DHCC.

Please note that the availability of either a Manager, Director or Shareholder of the proposed company (or his/her legal representative in Dubai) is required throughout the process.

<strong>Step 1: </strong> Allocate premises and submit application for Provisional Approval
Time scale:   5-10 working days

The first step is to select premises in the free zone. This process consists of completing a reservation form confirming the following details:
-  Details of allocated office
-  Payment details
-  Payment due date
-  Proposed activity

The Applicant should sign and return the reservation form to DHCC Sales and settle the applicable reservation fee.

Once the premises is allocated, the Applicant should submit the following documents to DHCC Sales:
<ul>
 	<li>A completed CPQ Initial Application Form for Operators.</li>
 	<li>A completed application for License .</li>
 	<li>A Business Plan as per the prescribed format.</li>
 	<li>A color copy of passports (valid for at least 6 months from the date of submission for each of the following individuals):   -  Manager of the proposed company.
-  Director(s) of the proposed company.
-  The shareholder(s) of the proposed company (or duly authorized signatory of each shareholder).
-  The legal representative (if appointed).</li>
</ul>
<strong>Step2: </strong> Application Review
<strong>Time Scale: </strong>15 working days

The DHCC Sales representatives forward applications to the relevant parties for review, on behalf of the Applicant.

Applications for facilities to operate in DHCC must be approved by the CPQ, who will assess whether the proposed company meets all of CPQ’s operating requirements.  The operating requirements are intended to ensure patient safety, enhance the quality of clinical care, and advance clinical excellence.  The operating requirements can include the following:
<ul>
 	<li>Quality and patient safety requirements.</li>
 	<li>Clinical planning requirements.</li>
 	<li>Facility operating requirements.</li>
 	<li>Administrative requirements.</li>
</ul>
<strong>To avoid delay in processing </strong>the application please ensure that adequate information is provided.  During the review process, DHCC and CPQ may contact the applicant to request additional information or clarification.

<strong>If the application is rejected, </strong>the applicant will be notified with a regret letter by the representative of CPQ.  DHCC and CPQ reserves the right not to disclose the reasons for unsuccessful applications.

<strong>If the application is provisionally approved, </strong>the representative of CPQ will send the applicant a Provisional Approval letter (to be signed by the applicant and returned to CPQ by fax or email), as well as a request for submission of the legal documents required for company  registration.

Applications for healthcare professionals to practice in DHCC will be reviewed by CPQ’s Professional Licensing Department.

<strong>Step 3: </strong> Submit legal documents for company registration
<strong>Time Scale: </strong> 10 Working Days

The Applicant should forward the required legal documents within 10 working days to ensure speedy registration of the proposed entity.

<strong>Step 4: </strong> Legal Documentation Review
<strong>Time Scale: </strong> 1-2 Working Days

DHCC Sales will conduct an initial review of the legal documents submitted by the Applicant.  Should the submitted legal documents be incomplete, the application is put on hold, and the application is informed accordingly.

<strong>Step 5:</strong> Make Required Payments
<strong>Time Scale:  </strong>5 Working Days

Applicant will be requested to settle the registration and license fee.

<strong>Step 6: </strong> Sign Articles &amp; Memorandum of Association &amp; Collect Bank Introduction letter
<strong>Time Scale: </strong> 4 Working Days

Each shareholder (or their duly appointed representative) will need to visit DHCC offices to sign the original Articles and Memorandum of Association for the new company.  DHCC Registration &amp; Licensing team will then issue a ‘bank introduction letter’ and an attested Board Resolution in order to facilitate the opening of a corporate bank account at your chose bank in the UAE.

<strong>Step 7: </strong> Deposit Share Capital
<strong>Time Scale:  </strong>10 Working Days

The bank introduction letter is valid for 10 days.  Within this period, the Applicant will need to open a corporate bank account and deposit the share capital, as per the Board resolution.

Once the share capital has been deposited in the corporate bank account, the bank will provide a letter confirming the opening of the account and details of the deposit (the ‘Proof of Capital’ Letter).  The original ‘Proof of Capital’ Letter needs to be returned to the DHCC Sales Team.  Please note that until the company registration process is completed, the new bank account will be deemed “under formation” and the deposited funds will not be accessible.

<strong>Step 8: </strong> Sign Lease Agreement &amp; Personnel Sponsorship Agreement (PSA)
<strong>Time Scale:  </strong>5 Working Days

Upon receiving the Proof of Capital Letter, DHCC will issue a Personnel Sponsorship Agreement (PSA). The company’s premises lease agreement will also be prepared.

Either the manager, or all shareholders or all Directors of the proposed company (or their duly appointed representative) must visit DHCC Sales team to sign both the PSA and premises lease agreement.

<strong>Step 9: </strong> Collect License
<strong>Time Scale: </strong> 7 Working Days

Upon signing the premises lease agreement and PSA  the Applicant will be able to collect the Commercial License.  The license should be submitted to the bank to remove the “under formation” status of the corporate account and allow access to the company’s funds.

<strong>Check-List of Legal Documents Required for Company Registration</strong>

<strong>1. Establishing a FZ-LLC with a corporate person as shareholder(s)</strong>

1.1 Details of the Shareholders

<strong>For Foreign Companies: </strong>
<ul>
 	<li>Original certificate of registration (or equivalent) of the shareholder.  A copy will be accepted if notarized.</li>
 	<li>Original certificate of good standing (or equivalent) of the shareholder.  A copy will be accepted if notarized</li>
</ul>
If the above documents do not state the names of Directors, company officers and official signatories, please submit additional documents setting out this information (such as the official company register)

<strong>For UAE Companies:</strong>
<ul>
 	<li>Copy of a valid Commercial License issued by the Department of Economic Development for the Corporate Person.</li>
 	<li>Copy of the Commercial Register issued by the Department of Economic Development for the Corporate Person</li>
</ul>
<strong>1.2 Memorandum and Articles of Association of the corporate shareholder</strong>

Original or notarized copy of the Memorandum of Association, Articles of Association and list of current Directors.

<strong>1.3 Board resolution of the corporate person(s) calling for the establishment of the FZ-LLC</strong>

The board resolution must be, notarized and, if non UAE shareholder, legalized up to the level of UAE embassy in the country in which the shareholder is incorporated.

If the power of attorney is a separate document and not part of the Board Resolution, it must be notarized and, if non UAE shareholder, legalized up to the level of UAE embassy in the country in which the shareholder is incorporated.

<strong>1.4 Specimen signatures and Passport and visa copy of the Manager, Director(s) and legal representative</strong>

Specimen signatures must be submitted for each of the following individuals:
<ul>
 	<li>the Manager</li>
 	<li>The Director(s)</li>
 	<li>The negotiator/legal representative (if applicable)
The specimen signature forms must be notarized if non UAE shareholder.</li>
</ul>
<strong>1.5 ‘Letter of No Objection’ for employment of the Manager if applicable</strong>

A ‘Letter of No Objection’ must be provided from the existing Residency visa sponsor of the Manager (if he/she holds a UAE Residency visa).  The letter of no objection must be signed by the sponsor or his or her duly appointed signatory.

<strong>2 Establishing a FZ-LLC with a natural and a corporate person as shareholder(s)</strong>

2.1 Details of the corporate shareholder(s)

<strong>For Foreign Companies:</strong>
<ul>
 	<li>Original certificate of registration (or equivalent) of the shareholder.  A copy will be accepted if notarized</li>
 	<li>Original certificate of good standing (or equivalent) of the shareholder.  A copy will be accepted if notarized</li>
</ul>
If the above documents do not state the names of Directors, company officers and official signatories, please submit additional documents setting out this information (such as the official company register)

<strong>For UAE Companies:</strong>
<ul>
 	<li>Copy of a valid Commercial License issued by the Department of Economic Development for the Corporate Person.</li>
 	<li>Copy of the Commercial Register issued by the Department of Economic Development for the Corporate Person</li>
</ul>
<strong>2.2 Details of the natural shareholder(s)</strong>
<ul>
 	<li>Personal profile/CV of the individual shareholder(s) - optional</li>
 	<li>A Bank reference letter for the personal account of the individual shareholder(s)</li>
 	<li>Passport and visa copy</li>
</ul>
<strong>2.3 Memorandum and Articles of Association of the corporate shareholder</strong>

Original or notarized copy of the Memorandum of Association, Articles of Association and list of current Directors

<strong>2.4 Board resolution of the corporate person(s) calling for the establishment of the FZ-LLC</strong>

The board resolution must be notarized and, if non UAE shareholder, legalized up to the level of UAE embassy in the country in which the shareholder is incorporated.

If the power of attorney is a separate document and not part of the Board Resolution, it must be notarized and, if non UAE shareholder, legalized up to the level of UAE embassy in the country in which the shareholder is incorporated.

<strong>2.5 Owner Declaration of the natural shareholder(s) calling for establishment of the FZ-LLC</strong>

The owner declaration must be notarized and, if non UAE shareholder, legalized up to the level of UAE embassy in the country in which the shareholder is incorporated.

If the power of attorney is a separate document and not part of the owner declaration, it must be notarized and, if non UAE shareholder, legalized up to the level of UAE embassy in the country in which the shareholder is residing.

<strong>2.6 Specimen signatures, passport and visa copy of the Manager, Director(s), legal representative and natural shareholder</strong>

Specimen signatures must be submitted for each of the following individuals:
<ul>
 	<li>the Manager</li>
 	<li>The Director(s)</li>
 	<li>The negotiator/legal representative (if applicable)
The specimen signature forms must be notarized if non UAE shareholder.</li>
</ul>
<strong>2.7 ‘Letter of No Objection’ for employment of the Manager if applicable</strong>

A ‘Letter of No Objection’ must be provided from the existing Residency visa sponsor of the Manager (if he/she holds a UAE Residency visa).  The letter of no objection must be signed by the sponsor or his or her duly appointed signatory.

<strong>3. Establishing a FZ-LLC with a natural person as shareholder(s)</strong>

3.1 Details of the natural shareholder(s)
<ul>
 	<li>Personal profile/CV of the individual shareholder(s) - optional</li>
 	<li>A Bank reference letter for the personal account of the individual shareholder(s)</li>
 	<li>Passport and visa copy</li>
</ul>
<strong>3.2 Owner Declaration of the natural person(s) calling for the establishment  of a FZ-LLC</strong>

The owner declaration must be notarized and, if non UAE shareholder, legalized up to the level of UAE embassy in the country in which the shareholder is incorporated.

If the power of attorney is a separate document and not part of the owner declaration, it must be notarized and, if non UAE shareholder, legalized up to the level of UAE embassy in the country in which the shareholder is incorporated.

<strong>3.3 Specimen signatures, passport and visa copy of the Manager, Director(s), legal representative </strong>

Specimen signatures must be submitted for each of the following individuals:
<ul>
 	<li>the Manager</li>
 	<li>The Director(s)</li>
 	<li>The negotiator/legal representative (if applicable)
The specimen signature forms must be notarized if non UAE shareholder.</li>
</ul>
<strong>3.4 ‘Letter of No Objection’ for employment of the Manager if applicable</strong>

A ‘Letter of No Objection’ must be provided from the existing Residency visa sponsor of the Manager (if he/she holds a UAE Residency visa).  The letter of no objection must be signed by the sponsor or his or her duly appointed signatory.

For further information on any of the above please contact Mr. Samer Qudah, Partner &amp; Head of Corporate Structuring Department based at our World Trade Centre Office, 9th floor, Dubai (<a href="mailto:s.qudah@tamimi.com">s.qudah@tamimi.com</a>).