Qatar Financial Centre Legislation
QFC Law No. (7) of Year 2005
Click here to view the PDF version of Law as amended.
Click here to view the Word version of Law as amended.Click here to view earlier versions of QFC Law No. (7) of 2005.
Click here to view the PDF version of the Law No.(7) of 2005 as made in Arabic.Click here to view the PDF version of the Law No.(2) of 2009.
Click here to view the Word version of the Law No.(2) of 2009.
Click here to view the PDF version of the Law No.(2) of 2009 as made in Arabic.Click here to view the PDF version of the Law No.(14) of 2009.
Click here to view the Word version of the Law No.(14) of 2009.
Click here to view the PDF version of the Law No.(14) of 2009 as made in Arabic.QFCA Law No. (7) of Year 2005 Article 1: Definitions Article 2: QFC — Location Article 3: QFC Authority Article 4: QFC Board Article 5: Objectives of the QFC Authority Article 6: Powers of the QFC Authority Article 7: The QFC Companies Registration Office Article 8: The Regulatory Authority, The Regulatory Tribunal and The Civil and Commercial Court Article 9: Power to make regulations Article 10: Permitted Activities within QFC Article 11: Licensing of operations Article 12: Statutory guarantees Article 13: Revenue of the QFC Authority Article 14: Treatment of Surpluses Article 15: Accounting Requirements Article 16: Liability of QFC Authority, The Regulatory Authority, The Regulatory Tribunal, The Civil and Commercial Court and QFC Institutions Article 17: Taxation Article 18: Interaction with other laws Article 19: Miscellaneous Schedule 1 - Board — Constitution and Powers, Chairman and Director General Schedule 2 - Regulations Schedule 3 - Permitted Activities Schedule 4 - The Regulatory Authority Schedule 5 - The Regulatory Tribunal Schedule 6 - The Civil and Commercial Court Article 1 – Definitions
The following words and phrases shall have the meanings shown against each of them, unless the text indicates otherwise:—
The State: The State of Qatar The Minister: The Minister of Economy and Finance QFC: The Qatar Financial Centre QFC Institutions: The QFC Companies Registration Office, and any arbitral body or other institution or body created under Article 6 or Article 9QFC Authority: The Qatar Financial Centre Authority established pursuant to Article 3 The Board: The Board of Directors of the QFC Authority The Chairman: The Chairman of the QFC Authority The Civil and Commercial Court: The Civil and Commercial Court of The Qatar Financial Center, which includes The First Instance Circuit and The Appellate Circuit, as established by virtue of Article (8) of The QFC Law.The Director General: The Director General of the QFC Authority The QFC Companies Registration Office: QFC Companies Registration Office established pursuant to Article 7Regulatory Authority: The Regulatory Authority of theQFC established pursuant to Article 8Permitted Activities: The activities listed in Schedule 3 or designated by the Council of Ministers under Article 10(1) Regulated Activities: Any Permitted Activities which are required by this Law orRegulations , not to be conducted except pursuant to an approval, authorisation or licence from theRegulatory Authority , including (subject as may be provided inRegulations ) thePermitted Activities listed in Part 1 of Schedule 3The Regulatory Tribunal: The Regulatory Tribunal of The Qatar Financial Center as established by virtue of Article 8 of the QFC Law.Regulations: The Regulations enacted by the Minister in accordance with Article 9
Amended by Law No. (2) of 2009 (as from 24th May 2009). Article 2 – QFC — Location
1. A financial and business centre to be known as the “Qatar Financial Centre” (which may be referred to as “the Centre”) shall initially be located in Doha.2. The Council of Ministers shall specify The location of The Center, and may amend it from time to time, and may authorizeThe Minister to do that.3. Any entity established and operating inthe State outside the location set pursuant to paragraph 2, will, when so designated bythe Minister , be deemed to be established and operating within theQFC , provided that it is appropriately approved, authorised or licensed to do so and has provided an undertaking to theQFC Authority to move its operations into theQFC at the expiry of the designation. Such a designation shall be for a fixed period of six months from the date of designation. The designation shall be renewable on expiry for a further period not to exceed six months at the sole discretion ofthe Minister and upon his being satisfied that valid grounds exist for the granting of any such extension.Amended by Law No. (14) of 2009. Article 3 – QFC Authority
1. The business of operating theQFC shall be managed in accordance with its objectives in Article 5 by an authority known as the Qatar Financial Centre Authority (the “QFC Authority ”), which is hereby established. TheQFC Authority shall have an independent legal personality and full capacity to act as such in accordance with this Law, and shall have financial and administrative independence fromthe State (save as expressly provided by this Law). TheQFC Authority shall have the capacity to enter into contracts, to sue and to be sued and to own and lease assets of all types. It shall be responsible for obligations and liabilities arising out of the conduct of its activities (subject always to the immunity provided for in Article 16) andthe State shall have no liability for its acts or omissions.2. The headquarters of theQFC Authority shall be in theQFC .3. TheQFC Authority shall be managed bythe Board .4. TheQFC Authority shall conduct its affairs in accordance with this Law and, subject to this, shall have power, by decision ofthe Board , to determine its own procedures and management.5.The Minister shall be the Chairman.Article 4 – QFC Board
The Board shall be constituted and have the powers and duties and operate in the manner provided by this Law and in particular as provided by Schedule 1.Article 5 – Objectives of the QFC Authority
The objectives of the
QFC Authority shall be the following:1. to establish, develop and promote theQFC as a leading location for international finance and business designed to attract international banking, financial services, insurance businesses, corporate head office functions, as well as other business;2. to participate, in consultation with theRegulatory Authority and the Appeals Body as may be appropriate, in the establishment and maintenance of an appropriate legal and regulatory regime to govern theQFC and activities lawfully conducted within it or conducted outside it by persons, companies or entities established within it;3. to ensure theQFC , including without limitation theQFC Institutions , have adequate finance or are able to obtain adequate finance, so that they can finance their respective activities without undue difficulty, and are financially stable;4. to act in accordance with and promote international best practice and to eliminate bureaucracy to the maximum extent possible; and5. all other things reasonably considered by it to be necessary, desirable or appropriate to achieve, further or assist in relation to any of the above objectives.Article 6 – Powers of the QFC Authority
In order to realise its objectives, the
QFC Authority shall have the following powers:1. to provide infrastructure, premises, administrative services and any other services required for realising theQFC's objectives;2. to co-operate and enter into arrangements with states, international financial and business centres and other bodies, institutions and organisations;3. to arrange for the proper administration and operation of theQFC and to delegate powers tothe Director General in this regard as it thinks appropriate;5. to approve, authorise and license persons, companies and other entities which may be authorised pursuant to this Law that wish to conduct their business at theQFC (whether by establishing a branch or other business in theQFC or by incorporating or establishing a new company or entity therein) provided that such persons, companies and other entities shall not be permitted to conduct anyRegulated Activities unless they have received an appropriate approval, authorisation or licence from theRegulatory Authority ;6. to streamline business procedures between the various entities that operate within theQFC and any other bodies outside theQFC ;7. to charge and collect fees for services provided by theQFC Authority or anyQFC Institutions ;8. to provide advice tothe State on any appropriate double tax treaties;9. to undertake any other tasks or duties relating to theQFC that may be entrusted to it by the Council of Ministers;10. to enter into arrangements with such providers as theQFC Authority shall determine to provide information technology and communications services and equipment in the event that Qatar Telecom (Qtel) Q.S.C. is unable or unwilling to provide such services and equipment to a standard or in a manner or on terms sufficient for the purposes of theQFC or of activities carried on within theQFC , in which case Qatar Telecom (Qtel) Q.S.C. shall promptly provide and maintain all such interconnections and interfaces with its own networks and equipment as shall be necessary or desirable to facilitate the function or use of such services and equipment within theQFC ;11. to form companies and other entities for the purpose of carrying out any of its functions;12. to appoint an Advisory Board to provide advice to theQFC Authority on a strategy for achieving its objectives and such Advisory Board shall comprise persons with international experience as to the operation of bodies similar to theQFC Authority .13. to appoint employees, consultants and any other service providers as theQFC Authority deems necessary or desirable; and14. all other powers provided for in this Law or otherwise reasonably considered by it to be necessary, desirable or appropriate to achieve, further or assist in relation to any of the above.The
QFC Authority shall be free to exercise or to delegate whatever will assist theQFC Authority to carry out its functions or powers under this Law (save to the extent described herein) and any subsequent laws, rules or regulations applicable to it in such manner as it shall determine in its sole and unfettered discretion.Article 7 – The QFC Companies Registration Office
1.The QFC Companies Registration Office is hereby established for the purposes of performing such duties and functions in relation to companies and other entities which may be incorporated or established to carry on business in theQFC and such other duties and functions as theQFC Authority shall think fit. Subject to the provisions of this Law theRegulations shall define the management, objectives, duties, functions, powers and constitution ofthe QFC Companies Registration Office .2. Notwithstanding Article 5 of the Law No. (5) of 2002 relating to Commercial Companies and any provision to the contrary in any other law or regulation, limited liability companies, partnerships and other types of company or entity may be incorporated or formed in theQFC , pursuant toRegulations . Such companies or entities may be owned either by one or more persons, whether natural or corporate persons or other entities and whether nationals of, or resident in,the State or otherwise.Article 8 – The Regulatory Authority, The Regulatory Tribunal and The Civil and Commercial Court
1. Notwithstanding any provision to the contrary in this or any other Law or regulation TheRegulatory Authority is hereby established for the purposes of regulating, licensing and supervising banking, financial and insurance-related businesses carried on in or from TheQFC and, without prejudice to any provisions of this Law orRegulations of general application to persons establishing or carrying on any business in TheQFC , TheRegulatory Authority shall be the sole body with jurisdiction to regulate, license and supervise such activities. TheRegulatory Authority is a body corporate owned bythe State .
Subject to the provisions of this Law, including the provisions set out in Schedule 4,Regulations made with the consent of the Council of Ministers shall define the management, objectives, duties, functions, powers and constitution of TheRegulatory Authority (including, without limitation, the exact activities which shall fall to be regulated, licensed and supervised by TheRegulatory Authority ) and suchRegulations may only be varied or revoked with the consent of The Council of Ministers.2. pursuant to This Law, A Tribunal Called "The Qatar Financial Center Regulatory Tribunal" is hereby established as set out in the following:a.The Regulatory Tribunal shall consist of one or more circuits, each circuit shall be formed of three judges. The Tribunal shall exercise its jurisdiction as set out in the provisions of Schedule (5) replaced pursuant to Article (4) of this Law.b. The Headquarter ofThe Regulatory Tribunal shall be in TheQFC , and it may, whenever necessary, conduct its proceedings in any other place inThe State .c.The Regulatory Tribunal shall have the jurisdiction to hear Appeals raised by individuals and corporate bodies against decisions of TheQFC Authority , TheRegulatory Authority , and otherQFC institutions .3. Pursuant to This Law, A Court Called "The Civil and Commercial Court of The Qatar Financial Center" is hereby established as set out in the following:a.The Civil and Commercial Court shall be composed of one or more first instance circuit, and an appellate circuit, each circuit shall consist of three Judges. The circuits shall exercise their jurisdiction as set out in the provisions of Schedule (6) added by Article (5) of this Law.b. The Headquarter ofThe Civil and Commercial Court shall be in TheQFC , and it may, whenever necessary, conduct its proceedings in any other place inThe State .c. The First Instance Circuit of The Court shall have the jurisdiction to hear the following disputes:
c/1- Civil and commercial disputes arising from transactions, contracts, arrangements or incidences taking place in or from theQFC between the entities established therein.
c/2- Civil and commercial disputes arising between TheQFC authorities orinstitutions and the entities established therein.
c/3- Civil and commercial disputes arising between entities established in TheQFC and contractors therewith and employees thereof, unless the parties agree otherwise.
c/4- Civil and commercial disputes arising from transactions, contracts or arrangements taking place between entities established within TheQFC and residents ofThe State , or entities established inthe State but outside TheQFC , unless the parties agree otherwise.d. The Appellate Circuit ofThe Civil and Commercial Court shall have the jurisdiction to hear appeals against decisions of The First Instance Circuit, as well as appeals against decisions ofThe Regulatory Tribunal . A member shall not sit in The Appeals Circuit to look over an appealed judgement if such member was a member of the circuit that originally issued the judgement.4. TheRegulatory Authority ,The Regulatory Tribunal andThe Civil and Commercial Court shall in fulfilling their respective objectives in accordance with this Law each have financial and administrative autonomy fromThe State , TheQFC Authority , TheQFC Institutions , and from each other, subject to the power of the Council of Ministers to appoint and remove board members of TheRegulatory Authority , members ofThe Regulatory Tribunal , and members ofThe Civil and Commercial Court as described in Schedules (4) (5) and (6) respectively. Each of them shall be responsible for any obligations or liabilities arising out of the conduct of their respective activities (subject always to the immunity provided for in Article 16) andthe State shall have no liability for their acts or omissions.5. Each of TheRegulatory Authority ,The Regulatory Tribunal andThe Civil and Commercial Court shall have an independent budget and the laws ofthe State regarding the general budget ofthe State and its ministries shall not apply thereto.6. Subject to TheRegulatory Authority ,The Regulatory Tribunal andThe Civil and Commercial Court having complied with their obligations under this Law andRegulations to prepare and submit their respective annual budgets,the State shall provide adequate funding directly to TheRegulatory Authority ,The Regulatory Tribunal andThe Civil and Commercial Court independent from the budget of theQFC Authority . The Council of Ministers may direct TheQFC Authority to provide funding out of its budget toThe Regulatory Authority ,The Regulatory Tribunal andThe Civil and Commercial Court and also to provide support services provided that it is satisfied that such arrangements will not compromise the independence of those bodies.7.The Minister shall present the draftRegulations related to theRegulatory Authority ,The Regulatory Tribunal andThe Civil and Commercial Court , along with his comments to The Council of Ministers for approval.
The Council of Ministers may require such changes, modifications or additions as it thinks fit.Amended by Law No. (2) of 2009 (as from 24th May 2009). Article 9 – Power to make regulations
1. Each of TheQFC Authority ,The Regulatory Authority ,The Regulatory Tribunal andThe Civil and Commercial Court shall have the power to prepare and submit toThe Minister itsRegulations (or amendments, modifications to or repeal of the existing regulations) as it shall deem appropriate to achieve its respective objectives or to aid it to implement, carry out and enforce its powers and functions, including provisions for the determination and payment of compensation and fines in the event of breach of, or as otherwise provided in, any suchRegulations .The Minister shall have power to enact suchRegulations (save that the enactment of anyRegulations referred to in Article (8) shall additionally require the consent of The Council of Ministers) as required by such Article) and, save as aforesaid,The Minister shall have power to enact amendments and modifications to and may repeal existingRegulations .2. TheRegulations may govern, without limitation, the matters set out in schedule (2) and may be written in such language asthe Minister shall determine.Amended by Law No. (2) of 2009 (as from 24th May 2009). Article 10 – Permitted Activities within QFC
1. All business activities of the kinds specified in Schedule 3 and any other business activities which the Council of Ministers may from time to time designate may be licensed to be conducted in and from theQFC . No other activities may be conducted within theQFC . Subject to paragraph 2 below, theRegulations shall determine which of such activities may or may not be conducted in or from theQFC or limit in any manner or place conditions upon the extent to which any such activities may be so conducted.2.Permitted Activities shall only be conducted in and from theQFC to the extent that the conduct of such activities is approved, authorised or licensed as required by this Law orRegulations including, without limitation, Article 11(2).3. The Council of Ministers may designate any activities as prohibited from being carried on in or from theQFC on the grounds that it is contrary to the interests ofthe State or to public policy.Article 11 – Licensing of operations
1. Notwithstanding any provision to the contrary in any other law or regulations ofthe State but subject to paragraph 2 of this Article, theQFC Authority shall have the exclusive power to approve, authorise or license corporations, individuals, businesses and other entities to incorporate or establish in theQFC or to carry onPermitted Activities in or from theQFC and to determine the terms and conditions on which such approvals, authorisations or licences may be issued, the conditions which must be satisfied for the grant of any such approval, authorisation or licence and the types of business which may be conducted pursuant thereto.2. Notwithstanding the provisions of paragraph 1 above, noRegulated Activities shall be conducted in or from theQFC save pursuant to an appropriate approval, authorisation or licence from theRegulatory Authority .3. Unless specified to the contrary by this Law, the setting up and regulation of businesses and the incorporation of companies or other entities in theQFC and the conduct of such businesses in or from theQFC shall be governed exclusively by the provisions of and be regulated as provided by and pursuant to this Law andRegulations .4. To the extent that any person, company or entity is licensed in accordance with this Law andregulations made pursuant thereto to carry on any business in or from theQFC , such person, company or entity shall require no further licence, consent, permit, membership or registration inthe State in order to carry on such business in or from theQFC and, subject as provided in this Law, in carrying on such business, such person, company or entity shall be subject to supervision, regulation and enforcement procedures only as provided by this Law andregulations made pursuant to it.
The approval, authorisation, licensing, supervision or regulation of any business conducted by a person, company or entity approved, authorised or licensed in accordance with this Law shall (subject only as provided in Article 18) fall outside the jurisdiction of the other institutions ofthe State , including but not limited to:4.1. The Ministry of Economy and Commerce;4.2. The Qatar Central Bank;4.3. The Qatar Commercial Registry;4.4. The Qatar Chamber of Commerce and Industry; and4.5. The Municipality of Doha,and laws relating to the approval, authorisation, licensing, supervision or regulation of business which would apply to such persons, companies or entities but for this Law shall not apply to the conduct of business by such persons, companies or entities, to the extent they regulate matters the subject ofRegulations made under this Law or to the extent they are otherwise excluded by, conflict with or are inconsistent with suchRegulations .Article 12 – Statutory guarantees
Notwithstanding any provision to the contrary in any other law or regulation, entities that are approved, authorised or licensed to carry on their activities in and from the
QFC will:1. not be subject to any nationalisation or expropriation measures or any restriction on private ownership;2. have freedom to repatriate profits and realise investments;3. have freedom to recruit and employ employees of their choice on such terms as they wish to agree subject to theRegulations and any international treaty obligations entered into bythe State in respect of the terms of employment of employees inthe State ; and4. not be subject to any taxes except those set by or determined in accordance with theRegulations .5. Be owned up to 100% by persons, companies and other entities which are not nationals of, or resident in,the State .Article 13 – Revenue of the QFC Authority
1. TheQFC Authority shall have an independent budget and the laws ofthe State regarding the general budget of the government ofthe State and its ministries shall not apply to it. In respect of the first financial year of theQFC Authority , the budget shall be set bythe Minister and, in all subsequent financial years, the budget of theQFC Authority shall be approved bythe Board and submitted tothe Minister for approval. TheQFC Authority shall be responsible for providing adequate funding out of its budget to enable theQFC Institutions to carry out their respective functions and duties and to achieve their respective objectives under this Law and underRegulations .2. In addition to funding granted bythe State to theQFC Authority , theQFC Authority shall be permitted to raise revenue to fund and finance its activities and those of anyQFC Institutions , and where directed pursuant to Article 8, those of theRegulatory Authority or the Appeals Body and any other activities carried out pursuant to or contemplated by this Law in such ways as it deems appropriate including (without limitation) by:2.1. charges levied for services provided in or in relation to theQFC and theQFC Institutions ; and2.2. licence, registration and incorporation fees charged by theQFC Authority orQFC Institutions pursuant to this Law orRegulations ; and2.3. rent for premises within theQFC ; and2.4. such other sources of revenue as may be provided for in this Law or inRegulations .Subject to the approval of the Council of Ministers for any borrowings that can lead the aggregate borrowings incurred by the
QFC Authority to exceed 500 million US dollars or equivalent, theQFC Authority may borrow money (including money in a currency other than the currency ofthe State ) for the purpose of achieving its objectives. Any monies borrowed by theQFC Authority under this paragraph and any interest accruing thereon may be secured on the revenue, funds or property of theQFC Authority and of theQFC Institutions as appropriate.Without prejudice to Article 14, the funds of the
QFC Authority not immediately required for the purposes of expenditure may be invested by theQFC Authority in such investments as shall be authorised bythe Board .Article 14 – Treatment of Surpluses
Any Income surpluses (whether budgeted for or not) realized by the
QFC Authority , theRegulatory Authority ,The Regulatory Tribunal andThe Civil and Commercial Court may be retained by it, or returned tothe State , as theQFC Authority , theRegulatory Authority ,The Regulatory Tribunal andThe Civil and Commercial Court (as appropriate) shall decide.Any such surpluses may also be applied to the repayment of any indebtedness incurred by The
QFC Authority , TheRegulatory Authority ,The Regulatory Tribunal andThe Civil and Commercial Court (as appropriate) or to the creation of a general reserve and such other reserves as its board (or members in the case ofthe Regulatory Tribunal andThe Civil and Commercial Court ) may reasonably think fit.Amended by Law No. (2) of 2009 (as from 24th May 2009). Article 15 – Accounting Requirements
1. Each of theQFC Authority , theRegulatory Authority andThe Regulatory Tribunal andThe Civil and Commercial Court shall be exempted from the control of the State Audit Bureau.2. The financial year of each of theQFC Authority , TheRegulatory Authority ,The Regulatory Tribunal andThe Civil and Commercial Court shall commence on the first day of January and end on the last day of December each year, save that the first financial year of each of them shall commence on the date this Law comes into force and shall end on the last day of December of the following year.3. Each ofthe QFC Authority ,the Regulatory Authority ,The Regulatory Tribunal andThe Civil and Commercial Court shall keep accounting records which are sufficient to show and explain its transactions and are such as to disclose with reasonable accuracy at any time its income and expenditure and assets and liabilities and financial position. As soon as reasonably practicable after the end of each financial year, each ofthe QFC Authority ,the Regulatory Authority ,The Regulatory Tribunal andThe Civil and Commercial Court shall prepare its accounts in accordance with internationally accepted accounting principles and have them audited by independent auditors, being a firm of chartered accountants with an office inthe State . The auditors shall report as to whether the relevant accounts show a true and fair view of the financial affairs of the body in question during the financial year in question and its assets and liabilities at the end of the year in question. The auditors shall report on such other matters as they may consider appropriate.4. Each ofthe QFC Authority ,the Regulatory Authority ,The Regulatory Tribunal andThe Civil and Commercial Court shall as soon as reasonably practicable after the end of each financial year send to the Council of Ministers a copy of its audited accounts and a report of its activities and when required such further reports as the Council of Ministers may require.Amended by Law No. (2) of 2009 (as from 24th May 2009). Article 16 – Liability of QFC Authority, The Regulatory Authority, The Regulatory Tribunal, The Civil and Commercial Court and QFC Institutions
1. Without prejudice to the provisions of Article 16(2) and (3), TheQFC Authority ; TheRegulatory Authority ;The Regulatory Tribunal ;The Civil and Commercial Court ; allQFC institutions ; all the members of the Board of Directors of TheQFC Authority includingthe Chairman andDirector General ; all the members of The Board of Directors of theRegulatory Authority ; the chairman and judges ofthe Regulatory Tribunal ; the chairman and the judges ofThe Civil and Commercial Court ;QFC position holders; the employees of theQFC Authority , TheRegulatory Authority ,The Regulatory Tribunal ,the Civil and Commercial Court , and anyQFC authority that may be later established, shall not be subject to any civil liability in relation to all acts or omissions done or omitted to be done or negligence in good faith during course of performing or trying to perform their duties, powers, responsibilities and tasks as prescribed in this Law orregulations , or provisions thereof.2. This Article does not relieve theQFC Authority or any member ofthe Board or officer of theQFC Authority from civil liability in relation to any commercial activities undertaken by theQFC Authority .3. TheQFC Authority , TheRegulatory Authority ,The Regulatory Tribunal ,The Civil and Commercial Court , or anyQFC institutions , the heads, members and employees of those bodies, as the case may be, shall not be exempted from civil liability relating to any commercial contract to which any of those bodies is a party.Amended by Law No. (2) of 2009 (as from 24th May 2009). Article 17 – Taxation
1. The laws and regulations ofthe State (other than this Law and theRegulations ) in relation to taxation and duties of any kind shall not apply in theQFC .2. Entities established in theQFC (and whether incorporated therein or not) and their directors, officers and employees in theQFC shall not be subject to any taxes or duties of whatsoever nature for a period of three years from the date on which this Law shall come into effect (or such later date as may be designated by the Council of Ministers at any time within six months of the date on which this Law shall come into force).3. After the expiry of the three year period referred to in paragraph 2 above, theRegulations may provide for the imposition, administration and collection of all kinds of taxes and duties within theQFC including without limitation taxes in relation to entities, individuals and corporate bodies as well as businesses operating in theQFC and the wages, salaries and benefits of employees working in theQFC , and to set from time to time the level and method of calculation thereof and to provide exemptions therefrom for such periods as may be deemed appropriate.4. All such taxes or duties shall be collected by theQFC Authority .Article 18 – Interaction with other laws
1. Save as provided in this Law, (including but not limited to Article 11) the criminal laws and sanctions ofthe State shall apply in TheQFC . However the conduct of any business in theQFC in accordance with an approval, authorization or license issued under this Law and in compliance with theRegulations shall not constitute an offence or be a breach of any criminal or other law applicable inthe State .2. Without prejudice to clause (1) of this, (as opposed to the criminal matters) TheQFC Authorities andInstitutions shall exercise their activities in accordance with TheQFC Laws andRegulations .3. TheQFC Laws andRegulations shall apply to The Contracts, Transactions and arrangements conducted by The entities established in, or operating from TheQFC , with parties or Entities located in TheQFC or inthe State but outside theQFC , unless the parties agree otherwise.4. Notwithstanding any provision to the contrary in any other law or regulations ofthe State , theQFC Authority shall have power to issue all visas, permits and other documents relating to or required for employment in or doing any business with or in, theQFC and such visas, permits and other documents shall be fully valid and implemented and accepted by allState authorities.5. Notwithstanding any provision to the contrary in any other law or regulations ofthe State , the laws governing the rules, terms and conditions applicable to employees of the Civil Service ofthe State shall not apply toThe QFC Authority ,The Regulatory Authority ,The Regulatory Tribunal ,The Civil and Commercial Court , TheQFC Institutions , and any of their respective employees. TheQFC Authority , TheRegulatory Authority ,the Regulatory Tribunal ,The Civil and Commercial Court , and theQFC Institutions shall each have the power to set their own internal regulations concerning the rules, terms and conditions applicable to their employees.6. TheQFC Authority , TheRegulatory Authority ,The Regulatory Tribunal ,The Civil and Commercial Court , and anyQFC Institutions shall not be subject to Tendering and Bidding Law as issued by Law No. (26) of 2005 or any laws replacing it.Amended by Law No. (2) of 2009 (as from 24th May 2009). Article 19 – Miscellaneous
1. TheQFC Institutions shall each have financial and administrative autonomy fromthe State and from each other. Each of them shall be responsible for any obligations or liabilities arising out of the conduct of their respective activities (subject always to the immunity provided for in Article 16) andthe State shall have no liability for their acts or omissions.2. All Board members ofThe QFC Authority andThe Regulatory Authority , all members ofThe Regulatory Tribunal ,The Civil and Commercial Court and The management ofThe QFC Companies Registration Office and all employees of, and persons acting under the direction of, theQFC Authority , theRegulatory Authority ,The Regulatory Tribunal ,The Civil and Commercial Court orThe QFC Institutions shall be deemed to be public officers/servants for the purposes of the application of the Criminal Law No. 11 of 2004 referred to above.Amended by Law No. (2) of 2009 (as from 24th May 2009). SCHEDULE 1 – Board — Constitution and Powers, Chairman and Director General
1.The Board shall consist ofthe Chairman and a maximum of nine other members appointed by the Council of Ministers, includingthe Director General . SuchBoard members shall be persons whom the Council of Ministers reasonably believes to have local or international expertise in the fields of commerce, finance, banking, law, insurance, accounting or capital markets.2. The appointment of a person, other thanthe Chairman , to be a member ofthe Board shall, subject to paragraphs 13 and 14 of this Schedule, be for a period of three years which may be renewed from time to time.3. The Council of Ministers shall determine the level of remuneration of the members ofthe Board , save thatthe Board may determine the terms and conditions upon which any member ofthe Board (includingthe Director General ) is employed by theQFC Authority to carry out duties and functions in addition to his duties and functions as a member ofthe Board .4. AnyBoard member may appoint any otherBoard member to represent him at any meeting ofthe Board and to vote for him thereat.5. The powers and duties ofthe Board shall include, but shall not be limited to:5.1. to lay down general policies and plans for theQFC ;5.2. to proposeRegulations in accordance with Article 9(1);5.3. to promote, operate and run theQFC with a view to:(A) ensuring that it is run at all times in accordance with best international standards for financial and business centres of a similar kind;(B) establishing and maintaining it as a leading financial and business centre in the Middle East;(C) providing all infrastructure, personnel, services and support as may be needed to achieve the objectives in (A) and (B) above;5/4. to prepare the annual budget of TheQFC Authority for the purposes of funding theQFC activities, and theQFC Institutions and TheRegulatory Authority ,The Regulatory Tribunal andThe Civil and Commercial Court to the extent directed by the Council of Ministers under Article 8(6) and to submit the same tothe Minister for approval and to spend the funds received by theQFC Authority in such manner as it decides in the performance of the functions of theQFC Authority (including providing requisite funding to theQFC Institutions and TheRegulatory Authority andthe Regulatory Tribunal ,The Civil and Commercial Court to the extent directed by the Council of Ministers under Article 8(6)) under this Law.5.5. to exercise all the other powers and perform all the other duties and pursue and endeavour to achieve all the other objectives of theQFC Authority as provided by or contemplated by this Law;5.6. to lay down its own internal procedures; and5.7. to carry out any other business, assignments, functions or duties relating to theQFC that may be entrusted to it by the Council of Ministers.6.The Board may delegate any of its powers to any committee ofthe Board consisting of two or moreBoard members, and may provide the regulations to govern proceedings and meetings of such committee.7.The Chairman shall fix the date, time and place of the first meeting ofthe Board .8.The Board shall hold as many meetings as may be necessary for the performance of its functions subject to meeting at least four times a year. EachBoard member shall be given at least forty eight hours advance written notice of the time, date and place of such meeting.9. The quorum for a meeting ofthe Board shall be fiveBoard members.10.The Board shall take decisions at any meetings by majority vote, with eachBoard member having one vote. ABoard member shall not vote at a meeting concerning a matter in which he has, directly or indirectly, an interest or duty which conflicts or may conflict with the interests of theQFC Authority . In the event of an equality of votes on any matter,the Chairman shall have a casting vote.11. A resolution in writing signed by allthe Board members entitled to receive notice of a meeting ofthe Board or of a committee ofthe Board shall be as valid and effective as if it had been passed at a meeting ofthe Board .12. A meeting ofthe Board may be held by telephone, provided that the requirements as to notice and quorum set out in paragraphs 8 and 9 respectively are complied with.13. Any member ofthe Board exceptthe Chairman may at any time resign his office by giving not less than thirty days' written notice to theQFC Authority addressed tothe Chairman .14. The Council of Ministers may remove anyBoard member exceptthe Chairman from his office and may also removethe Director General from his position asDirector General in any case on notice or with immediate effect if:14.1 he has become incapable through ill-health of effectively performing the duties of his office;14.2 he is declared bankrupt;14.3 he is convicted of a criminal offence or the Council of Ministers is satisfied that he has been guilty of serious misconduct which, in either case, in the opinion of the Council of Ministers, is of a nature which warrants his removal from office; or14.4 the removal appears to the Council of Ministers to be necessary or desirable or appropriate for the effective performance by theQFC Authority of any of its functions.15.The Director General of theQFC shall be appointed bythe Chairman from amongst the members ofthe Board and he shall be responsible tothe Board for the day to day administration and operations of theQFC Authority to the extent authorised and empowered bythe Board from time to time.The Director General shall accordingly exercise such powers and have such authority asthe Board shall from time to time delegate to him.The Director General shall make such reports tothe Board regarding his activities and the operations of and activities within theQFC asthe Board shall require, and without prejudice to the foregoing shall in any event provide a written report tothe Board on such matters on a quarterly basis.Amended by Law No. (2) of 2009 (as from 24th May 2009). SCHEDULE 2 – Regulations
Regulations enacted under Article 9 may, without limiting the generality of that Article, govern the following matters:—1. The formation, registration, operation, rights and obligations of the companies, partnerships and other entities incorporated in or operating in or from theQFC (including in relation to insolvency and winding up).2. The creation of theQFC Institutions and their respective management, objectives, duties, functions, powers and constitution.3. The matters referred to in Article 8.4. Banking, financial and insurance-related activities carried out in or from theQFC including the persons and entities carrying out the same;5. Contract and agency and regulations relating to trusts applicable in theQFC , the jurisdiction of courts and arbitrators in and outsidethe State in connection with activities carried out in theQFC and the enforcement of contractual provisions;6. The giving and taking of security;7. Immigration and employment of, and the issue of visas and other permits to, persons working in or visiting theQFC ;8. The prohibition of money laundering and other financial improprieties;9. Privacy and the protection of private information; and10. Intellectual property rights.SCHEDULE 3 SCHEDULE 3 – Permitted Activities
Subject as provided in this Law or
Regulations , the following business activities may be carried on in or from theQFC :—Part 1 – activities which, subject as provided in Regulations, shall be Regulated Activities
1. financial business, banking business of whatever nature, and investment business, including (without limit) all business activities that are customarily provided by investment, corporate and wholesale financing banks, as well as Islamic and electronic banking business;2. insurance and reinsurance business of all categories;3. money market, stock exchange and commodity market business of all categories, including trading in and dealing in precious metals, stocks, bonds, securities, and other financial activities derived therefrom, or associated therewith;4. money and asset management business, investment fund business, the provision of project finance and corporate finance in all business fields and Islamic banking and financing business;5. funds administration, fund advisory and fiduciary business of all kinds;6. pension fund business and the business of credit companies;7. the business of insurance broking, stock broking, and all other financial brokerage business,8. financial agency business and the business of provision of corporate finance and other financial advice, investment advice and investment services of all kinds;9. the provision of financial custodian services and the business of acting as legal trustees;Part 2 – activities which, subject as provided in Regulations, shall not be Regulated Activities
10. the business of Ship Broking and Shipping Agents11. the business of provision of classification services and investment grading and other grading services;12. business activities of company headquarters, management offices and treasury operations and other related functions for all kinds of business, and the administration of companies generally;13. the business of providing professional services including but not limited to audit, accounting, tax, consulting and legal services;14. business activities of holding companies, and the provision, formation, operation and administration of trusts and similar arrangements of all kinds; and15. the business of provision, formation, operation and administration of companies.The provision of services (other than services which are
Permitted Activities ) to any of the above by third parties shall not be aPermitted Activity , so that a company or business that wishes to provide services to companies carrying outPermitted Activities withinQFC may only do so in accordance with, and provided it complies with, the general requirements of the laws ofthe State .SCHEDULE 4 – The Regulatory Authority
1. TheRegulatory Authority shall have a board with a maximum of six board members, including a chairman and a chief executive officer, appointed by a decision of the Council of Ministers (the "RA Board").
The role of chairman and chief executive officer may be held by one individual for such period as the Council of Ministers may determine.
The RA Board members shall be persons who the Council of Ministers believes to have appropriate expertise in the regulation of banking, financial or insurance businesses. TheRegulatory Authority shall, subject to the following provisions, be managed by the RA Board.2. No member of the RA Board may be a member ofthe Board or of the Appeals Body or be employed by theQFC Authority or the Appeals Body and any member of the RA Board who becomes such a member or so employed shall automatically thereupon cease to be a member of the RA Board.3. Subject to paragraphs 2, 12 and 13 of this Schedule, the appointment of each member of the RA Board shall be for a period of three years which may be renewed. The Council of Ministers shall determine the level of remuneration of the RA Board members save that the RA Board may determine the terms and conditions upon which any member of the RA Board is employed by theRegulatory Authority to carry out duties and functions in addition to his duties and functions as a member of the RA Board.4. Any RA Board member may appoint any other RA Board member to represent him at any meeting of the RA Board and to vote for him thereat.5. The RA Board may delegate any of its powers to any committee of the RA Board consisting of two or more RA Board members, and may establish the regulations to govern proceedings and meetings of such committee.6. The chairman of the RA Board shall fix the date, time and place of the first meeting of the RA Board no later than two months after the RA Board has been constituted pursuant to paragraph 1 above.7. The RA Board shall hold as many meetings as may be necessary for the performance of its functions subject to meeting at least four times a year. Each RA Board member shall be given at least forty eight hours advance written notice of the time, date and place of such meeting.8. The quorum for a meeting of the RA Board shall be four RA Board members.9. The RA Board shall take decisions at any meetings by majority vote, with each RA Board Member having one vote. An RA Board member shall not vote at a meeting concerning a matter in which he has, directly or indirectly, an interest or duty which conflicts or may conflict with the interest of theRegulatory Authority . In the event of an equality of votes on any matter, the chairman of the RA Board shall have a second or casting vote.10. A resolution in writing signed by all the RA Board members entitled to receive notice of a meeting of the RA Board or of a committee of the RA Board shall be as valid and effective as if it had been passed at a meeting of the RA Board.11. A meeting of the RA Board may be held by telephone, provided that the requirements as to notice and quorum set out in paragraphs 7 and 8 respectively are complied with.12. Any member of the RA Board may at any time resign his office by giving not less than thirty days written notice to the council of ministers.13. The Council of Ministers may remove any member of the RA Board on notice or with immediate effect if:13.1 he has become incapable through ill-health of effectively performing the duties of his office;13.2 he is declared bankrupt; or13.3 he is convicted of a criminal offence or the Council of Ministers is satisfied that he has been guilty of serious misconduct which, in either case, in the opinion of the Council of Ministers, is of a nature which warrants his removal from office.14. The chief executive officer of theRegulatory Authority shall be appointed by the RA Board from amongst the members of the RA Board and he shall be responsible to the RA Board for the day to day administration and operation of theRegulatory Authority to the extent authorised and empowered by the RA Board from time to time. The chief executive officer shall accordingly exercise such powers and have such authority as the RA Board shall from time to time delegate to him.
The chief executive officer shall make such reports to the RA Board regarding his activities and the operation of theRegulatory Authority as the RA Board shall require and without prejudice to the foregoing shall in any event provide a written report to the RA Board on such matters on a quarterly basis.15. In the event that the chairman and/or chief executive officer shall be appointed by the Council of Ministers prior to the appointment of the remainder of the RA Board, then the chairman and/or chief executive officer shall consult withthe Minister prior to entering into major commitments on behalf of theRegulatory Authority .16. The powers and duties of the RA Board shall include, but shall not be limited to:16.1 laying down general policies and plans for theRegulatory Authority ;16.2 preparingRegulations in accordance with Article 9(1);16.3 ensuring theRegulatory Authority is run with a view to:(A) it operating at all times in accordance with best international standards for financial and business centres of a similar kind;(B) establishing and maintaining theQFC as a leading financial and business centre in the Middle East;(C) providing all infrastructure, personnel, services and support as may be needed to achieve the objectives in (A) and (B) above;16.4 arranging for the proper administration and operation of theRegulatory Authority and the delegation of powers to the chairman and chief executive officer in this regard as it thinks appropriate;16.5 preparing in each year the budget of theRegulatory Authority and to submit the same tothe Minister who shall transmit the budget to the Council of Ministers with such comments, if any, that he deems appropriate, for approval;16.6 subject to Article 14, ensuring the funds received by it are spent in such manner as to deliver its objectives;16.7 reporting to the Council of Ministers on the activities of theRegulatory Authority at such frequency and in such manner as the Council may determine (all such reports to be copied tothe Minister for review and comment);16.8 exercising all the other powers and perform all the other duties and pursue and endeavour to achieve all the other objectives of theRegulatory Authority as provided by or contemplated by this Law.17. The objectives of theRegulatory Authority shall include (without limitation):17.1 the promotion and maintenance of efficiency, transparency and the integrity of theQFC ;17.2 the promotion and maintenance of confidence in theQFC of users and prospective users of theQFC ;17.3 the maintenance of the financial stability of theQFC , including the reduction of systemic risk relating to theQFC ;17.4 the prevention, detection and restraint of conduct, which causes or may cause damage to the reputation of theQFC , through appropriate means including the imposition of fines;17.5 the provision of appropriate protection to those licensed to carry on business at theQFC and their clients or customers;17.6 the promotion of understanding of the objectives of theQFC amongst users and prospective users of theQFC and other interested persons; and17.7 such other objectives as may be set by theRegulations .18. TheRegulatory Authority shall perform its functions and discharge its duties and determine its own procedures and management in such manner as it shall decide provided that it shall always operate in compliance with the requirements and provisions of this Law and theRegulations .19. The head office of theRegulatory Authority shall be situated in theQFC .20. TheRegulatory Authority shall have capacity to enter into contracts, to sue and be sued and to own and lease assets of all types for the purpose of achieving its objectives.SCHEDULE 5 – The Regulatory Tribunal
1.The Regulatory Tribunal shall consist of a chairman and a sufficient number of members.2. The chairman and the members ofThe Regulatory Tribunal shall be of good character and not less than thirty years of age at the time of their appointment and shall have legal knowledge and experience.3. The chairman and the members ofThe Regulatory Tribunal shall not be a member ofThe Board , The board of directors of TheRegulatory Authority , The board of aQFC institution , or an employee of any of these bodies and if the chairman or any member ofThe Regulatory Tribunal become such a member or so employed shall automatically thereupon cease to be a chairman or a member ofThe Regulatory Tribunal .4. The chairman and the members shall be appointed for a five-year renewable term. A decision of The Council of Ministers, upon the proposal ofThe Minister , shall determine the terms and conditions of their appointment.5. The chairman and members ofThe Regulatory Tribunal shall enjoy the due independence and impartiality in performing their duties and neitherThe State , The Council of Ministers,The Chairman , TheQFC Authority , TheRegulatory Authority nor any other person or body may intervene in the course of their decisions.6. The chairman and any member ofThe Regulatory Tribunal may be removed by a decision of The Council of Ministers if:a. He becomes incapable through ill-health of effectively performing the duties of his office.b. He is declared bankrupt.c. He is convicted of a criminal offence or The Council of Ministers is satisfied that he has been guilty of a serious misconduct which, in either case, The Council of Ministers considers to be of a nature which warrants his removal from office.7. The chairman and The members of theRegulatory Tribunal shall not have economic or financial interest of any kind with parties to a dispute.8. Appeals against decisions made by any of TheQFC authorities orinstitutions may be filled beforeThe Regulatory Tribunal within (60) days from the date the decision is published in the respective gazette if available, or when the concerned party is legally notified as per a registered written notice.9. If a petition is submitted to the concerned body that issued the relevant decisions, the time limit mentioned in clause (8) shall be suspended. TheQFC relevant entity that issued the decision must respond to the petitioner within (60) days of lodging the petition. If a 60-day period passes without response, the petition shall be deemed as though rejected. The period for the legal claim shall start on the date the explicit or implicit rejection of the challenge is recognized.10. The appeal beforeThe Regulatory Tribunal does not withhold the enforceability of the challenged decision, unlessThe Regulatory Tribunal , upon a motion based on a justifiable reason from the concerned party, decides to withhold the enforceability of the said decision until the subject matter of the dispute is decided.11. Without prejudice to the rights of the litigants in relation to defense, The adversarial principle and equal protection,the Regulatory Tribunal shall issue a judgment within (90) days from the date the defendant receives official notice of the claim, unless the nature of the claim requires one or several extensions.12.The Regulatory Tribunal shall apply the provisions of TheQFC Law, the amendments thereof and the regulations issued by virtue of that law to the appeals against decisions of TheQFC Authority , TheRegulatory Authority or anyQFC institutions .13. Once The chairman and the members are appointed,The Regulatory Tribunal shall lay down its operational rulebook and proceedings in accordance with the provisions of this Law, the fundamental litigation principles and international best practices. Such rulebook and proceedings shall not be in effect until it is approved by the Council of Ministers.14. The provisions of The Civil and Commercial Procedures Law as issued by law no (13) of the year 1990 and the amendments thereof, shall apply to the claims submitted beforeThe Regulatory Tribunal , where theQFC Law, The rulebook and proceedings put in force byThe Regulatory Tribunal by virtue of the previous clause, are silent on the concerned matter.15. The Decision ofThe Regulatory Tribunal is enforceable unless the Appellate Circuit ofThe Civil and Commercial Court decides otherwise, on a motion from the appellant party, for reasons the Appellate Circuit considers reasonable.16. The chairman ofthe Regulatory Tribunal shall appoint one of the judges of the tribunal as an enforcement judge, to issue execution orders within the boundaries of TheQFC .17. The chairman ofThe Regulatory Tribunal shall manage its administrative and financial affairs and shall issue the necessary decisions to that effect.Amended by Law No. (2) of 2009 (as from 24th May 2009). SCHEDULE 6 – The Civil and Commercial Court
1.The Civil and Commercial Court shall consist of a chairman and a sufficient number of members.2. The chairman and members ofThe Civil and Commercial Court shall be of good character and not less than thirty years of age at the time of their appointment and shall have legal knowledge and experience.3. The chairman and the members ofThe Civil and Commercial Court shall not be a member ofThe Board , The board of directors of TheRegulatory Authority , The board of aQFC institution , or an employee of any of these bodies and if the chairman or any member ofThe Civil and Commercial Court become such a member or so employed shall automatically thereupon cease to be a chairman or a member ofThe Civil and Commercial Court .4. The chairman and members shall be appointed for a five-years renewable term. A decision of The Council of Ministers, upon the proposal ofThe Minister , shall determine the terms and conditions of their appointment and remuneration.5. The chairman and members ofThe Civil and Commercial Court shall enjoy the due independence and impartiality in performing their duties and neitherThe State , The Council of Ministers,The Chairman , TheQFC Authority , TheRegulatory Authority nor any other person of body may intervene in the course of their decisions.6. The chairman and any member ofThe Civil and Commercial Court may be removed by a decision of The Council of Ministers if:a. He becomes incapable through ill-health of effectively performing the duties of his office.b. He is declared bankrupt.c. He is convicted of a criminal offence or The Council of Ministers is satisfied that he has been guilty of a serious misconduct which, in either case, The Council of Ministers considers to be of a nature which warrants his removal from office.7.The Chairman and the members shall not have economic or financial interest of any kind with parties to a dispute.8. Without prejudice to Clause (1) of Article (18) of theQFC Law,The Civil and Commercial Court , with its First and Appellate Circuits, shall apply TheQFC Law andregulations issued by virtue of that Law, on the subject matter of the dispute, unless the parties have explicitly agreed to apply another law provided that such law is not inconsistent with the Public Order ofThe State .9. Without prejudice to the previous clause, the Appellate Circuit ofThe Civil and Commercial Court shall apply the provisions of TheQFC Law and regulations issued by virtue of that Law to appeals filed by individuals and corporate bodies against decisions ofThe Regulatory Tribunal .10. Without prejudice to rights of the litigants in relation to defense, The Adversarial principle and equal protection, the first instance Circuit shall issue a decision within (90) days from the date the respondent received official notice of the claim, unless the nature of the claim requires one or several extensions.11. The decision of the First Instance Circuit is enforceable unless the Appellate Circuit decides otherwise, on a motion from the appellant party and for reasons the Appellate Circuit considers reasonable.12. The Appellate Circuit ofThe Civil and Commercial Court shall consist of the chairman of the Court and two members. Appeals against decisions made byThe Regulatory Tribunal and the First Instance Circuit ofThe Civil and Commercial Court may be filed before the Appellate Circuit within sixty days from the date on which such decisions were issued.13. Without prejudice to rights of the litigants in relation to defense, the Adversarial principle and equal protection, the Appellate Circuit shall issue a decisions within (90) days from the date the respondent receives official notice of the appeal, unless the nature of the claim requires one or several extensions.14. The decisions of the Appellate Circuit are final and may not in anyway be appealed further.15. Once The chairman and The members are appointed,The Civil and Commercial Court shall lay down its operational rulebook and proceedings in accordance with the provisions of this Law, the fundamental litigation principles and international best practices. Such rulebook and proceedings shall not be in effect until approved by The Council of Ministers.16. The provisions of the Civil and Commercial Procedures Law as issued by law no (13) of the year 1990 and amendments thereof, shall apply to the claims submitted beforeThe Civil and Commercial Court , where TheQFC Law and the rulebook and proceedings put in force by The Court by virtue of the previous clause, are silent on the concerned matter.17. The chairman ofThe Civil and Commercial Court shall appoint one of the judges of the Court as an enforcement judge, to issue execution orders within the boundaries of TheQFC .18. The chairman ofThe Civil and Commercial Court shall manage its administrative and financial affairs and shall issue the necessary decisions to that effect.Amended by Law No. (2) of 2009 (as from 24th May 2009). QFC Regulations
Arbitration Regulations 2005
Enactment Notice
The Minister of Economy and Commerce hereby enacts the following regulations pursuant to Article 9 of Law No. (7) of 2005.
Mohamed bin Ahmed bin Jassim Al Thani
Minister of Economy and Commerce of the State of QatarIssued at: The Qatar Financial Centre, Doha
On: 20 Shawal 1426 A.H.
Corresponding to: 22 November 2005 A.D.
Part 1: Part 1: Application, Interpretation and Commencement
Article 1 - Citation
These
Regulations may be referred to as the Arbitration Regulations 2005.Article 2 - Application
These
Regulations are made by theMinister pursuant to Article 9 of the QFC Law and shall apply in theQFC . To the fullest extent permitted by theQFC Law , the laws, rules and regulations of theState concerningArbitration shall not apply in theQFC .Article 3 - Commencement
These
Regulations shall come into force on the date of signature by theMinister .Article 4 - Language
In accordance with Article 9 of the QFC Law, these
Regulations are written in the English language and the English text thereof shall be the official original text. Any translation thereof into another language shall not be authoritative and in the event of any discrepancy between the English text of theseRegulations and any other version, the English text shall prevail.Article 5 - Interpretation
Words and expressions used in these
Regulations and interpretative provisions applying to theseRegulations are set out in Part 5.Part 2: Part 2: Scope of Application
Article 6 - Scope of application of the Regulations
Part 3: Part 3: Arbitration
Section 1: Section 1: General Provisions
Article 7 - Rules of interpretation
(1) Where a provision of theseRegulations , except Article 34, leaves the parties free to determine a certain issue, such freedom includes the right of the parties to authorise a third party, including an institution, to make that determination.(2) Where a provision of theseRegulations refers to the fact that the parties have agreed or that they may agree or in any other way refers to an agreement of the parties, such agreement includes any arbitration rules referred to in that agreement.Article 8 - Receipt of written communications
(1) Unless otherwise agreed by the parties to a dispute:(A) any written communication is taken to have been received if it is delivered to the addressee personally or if it is delivered at his place of business, habitual residence, mailing address or address for the receipt of facsimiles, telex, email or any other means of telecommunication that provides a record of transmission; if none of these can be found after making a reasonable inquiry, a written communication is taken to have been received if it is sent to the addressee's last-known place of business, habitual residence or mailing address by registered letter or by any other means which provides a record of the attempt to deliver it or of its transmission to that party; and(B) the communication is taken to have been received on the day it is so delivered.(2) The provisions of this Article do not apply to communications inCourt proceedings.Article 9 - Waiver of right to object
A party who knows that any provision of these
Regulations from which the parties may derogate or any requirement under theArbitration Agreement has not been complied with and yet proceeds with theArbitration without stating his objection to such non-compliance without undue delay or, if a time limit is provided therefore, within such period of time, shall be deemed to have waived his right to object.Section 2: Section 2: Arbitration Agreement
Article 10 - Definition and form of Arbitration Agreement
(1) AnArbitration Agreement is an agreement by the parties to submit toArbitration all or certain disputes which have arisen or which may arise between them in respect of a defined legal relationship, whether contractual or not. AnArbitration Agreement must be in writing and may be in the form of an arbitration clause in a contract or in the form of a separate agreement.(2) Any standard term or condition of membership or licence or other association with theQFC which requires parties to arbitrate disputes shall be considered a bindingArbitration Agreement under theseRegulations .(3) AnArbitration Agreement is taken to be in writing if the arbitration clause or arbitration terms and conditions or any arbitration rules referred to by theArbitration Agreement are in writing, even if the contract or the separateArbitration Agreement may have been concluded orally, by conduct or by other means not in writing.(4) Furthermore, anArbitration Agreement is in writing if it is contained in an exchange of documents in, or preparatory to,Court orArbitration proceedings in which the existence of an agreement is alleged by one party and not denied by the other.(5) The reference in a contract to a text containing an arbitration clause constitutes anArbitration Agreement provided that (i) the reference is such as to make that clause part of the contract and (ii) the text actually existed when the contract containing the reference to it was entered into.(6) The written arbitration terms and conditions, together with any writing incorporating by reference or containing those terms and conditions, or which those terms and conditions incorporate by reference, constitute theArbitration Agreement .(7) For the purposes of this Article:(A) "writing" includes any form that provides a tangible record of the agreement or is otherwise accessible as a data message so as to be usable for subsequent reference; and(B) "data message" means information generated, sent, received or stored by electronic, optical or similar means including, but not limited to, electronic data interchange, electronic mail, telegram, telex or telecopy.Article 11 - Arbitration Agreement and substantive claim before Court
(1) If an action is brought before theQFC Tribunal in a matter which is the subject of anArbitration Agreement , theQFC Tribunal shall, if a party so requests not later than when submitting his first statement on the substance of the dispute, refer the parties toArbitration unless it finds that theArbitration Agreement is null and void, inoperative or incapable of being performed.(2) Where an action referred to in paragraph 11(1) of this Article has been brought, arbitral proceedings may nevertheless be commenced or continued, and an award may be made, while the issue is pending before theQFC Tribunal .Article 12 - Arbitration Agreement and interim measures by Court
(1) It is not incompatible with anArbitration Agreement for a party to request, before or during arbitral proceedings, from aCourt an interim measure of protection and for aCourt to grant such measure.(2) TheQFC Tribunal shall have the same power of issuing interim measures and protection for the purposes of and in relation toArbitration proceedings as it has for the purposes of and in relation to other proceedings in theQFC Tribunal and shall exercise that power in accordance with its own rules and procedures insofar as these are relevant to the specific features of anArbitration .Section 3: Section 3: Composition of Arbitral Panel
Article 13 - Number of arbitrators
(1) The parties are free to determine the number of arbitrators provided that it is an odd number.(2) Failing such determination, the number of arbitrators shall be three unless, in the case of anAdministered Arbitration , the arbitral institution considers it appropriate to have a sole arbitrator.Article 14 - Appointment of arbitrators
(1) No person shall be precluded by reason of his nationality from acting as an arbitrator, unless otherwise agreed by the parties.(2) The parties are free to agree on a procedure of appointing the arbitrator or arbitrators, subject to the provisions of paragraphs 14(4) and 14(5) of this Article.(3) Failing such agreement,(A) in anArbitration with three arbitrators, each party shall appoint one arbitrator, and the two arbitrators thus appointed shall appoint the third arbitrator; if a party fails to appoint the arbitrator within 30 days of receipt of a request to do so from the other party, or if the two arbitrators fail to agree on the third arbitrator within 30 days of their appointment, the appointment shall be made, upon request of a party, by theQFC Tribunal ;(B) in anArbitration with a sole arbitrator, if the parties are unable to agree on the arbitrator within 30 days of receipt of a request to do so from the other party, he shall be appointed, upon request of a party, by theQFC Tribunal .(4) Where, under an appointment procedure agreed upon by the parties,(A) a party fails to act as required under such procedure; or(B) the parties, or two arbitrators, are unable to reach an agreement expected of them under such procedure; or(C) a third party, including an arbitral institution, fails to perform any function entrusted to it under such procedureany party may request theQFC Tribunal to take the necessary measure, unless the agreement on the appointment procedure provides other means for securing the appointment.(5) A decision on a matter entrusted by paragraph 14(3) or 14(4) of this Article to theQFC Tribunal shall not be subject to appeal. TheCourt , in appointing an arbitrator, shall have due regard to any qualifications required of the arbitrator by the agreement of the parties and to such considerations as are likely to secure the appointment of an independent and impartial arbitrator and, in the case of a sole or third arbitrator, shall take into account as well the advisability of appointing an arbitrator of a nationality other than that of any party.Article 15 - Grounds for challenge
(1) When a person is approached in connection with his possible appointment as an arbitrator, he shall disclose any circumstances likely to give rise to justifiable doubts as to his impartiality or independence. An arbitrator, from the time of his appointment and throughout the arbitral proceedings, shall without delay disclose any such circumstances to the parties and any arbitral institution administering theArbitration unless they have already been so informed by him.(2) An arbitrator may be challenged only if circumstances exist that give rise to justifiable doubts as to his impartiality or independence, or if he does not possess qualifications agreed to by the parties. A party may challenge an arbitrator appointed by him, or in whose appointment he has participated, only for reasons of which he becomes aware after the appointment has been made.Article 16 - Challenge procedure
(1) The parties are free to agree on a procedure for challenging an arbitrator, subject to the provisions of paragraph 16(3) of this Article.(2) Failing such agreement, a party who intends to challenge an arbitrator shall, within fifteen days after becoming aware of the constitution of theArbitral Panel or after becoming aware of any circumstance referred to in Article 15(2), send a written statement of the reasons for the challenge to theArbitral Panel . Unless the challenged arbitrator withdraws from his office or the other party agrees to the challenge, theArbitral Panel shall decide on the challenge.(3) If a challenge under any procedure agreed upon by the parties or under the procedure of paragraph 16(2) of this Article is not successful, the challenging party may request, within thirty days after having received notice of the decision rejecting the challenge, theQFC Tribunal to decide on the challenge, which decision shall be subject to no appeal; while such a request is pending, theArbitral Panel , including the challenged arbitrator, may continue the arbitral proceedings and make anAward .Article 17 - Failure or impossibility to act
(1) If an arbitrator becomes as a matter of fact or law unable to perform his functions or for other reasons fails to act without undue delay, his mandate terminates if he withdraws from his office or if the parties agree on the termination. Otherwise, if a controversy remains concerning any of these grounds, any party may request theQFC Tribunal to decide on the termination of the mandate, which decision shall be subject to no appeal.(2) If, under this Article or Article 16(2), an arbitrator withdraws from his office or a party agrees to the termination of the mandate of an arbitrator, this does not imply acceptance of the validity of any ground referred to in this Article or Article 15(2).Article 18 - Appointment of substitute arbitrator
Where the mandate of an arbitrator terminates under Articles 16 or 17 or because of his withdrawal from office for any other reason or because of the revocation of his mandate by agreement of the parties or in any other case of termination of his mandate, a substitute arbitrator shall be appointed according to the rules that were applicable to the appointment of the arbitrator being replaced, unless otherwise agreed by the parties.
Article 19 - Immunity of arbitrator
An arbitrator shall not be liable for anything done or omitted in the discharge or purported discharge of his functions as arbitrator unless the act or omission is shown to have been in bad faith.
Section 4: Section 4: Consolidation of Arbitration Proceedings
Article 20 - Consolidation or joinder of Arbitration proceedings
The
QFC Tribunal , on the application of the parties to two or moreArbitration proceedings, may order:(1) theArbitration proceedings to be consolidated, on terms it considers just;(2) theArbitration proceedings to be heard at the same time, or one immediately after another; or(3) any of theArbitration proceedings to be stayed until after the determination of any other of them.Section 5: Section 5: Jurisdiction of Arbitral Panel
Article 21 - Competence of Arbitral Panel to rule on its jurisdiction
(1) TheArbitral Panel may rule on its own jurisdiction, including any objections with respect to the existence or validity of theArbitration Agreement . For that purpose, an arbitration clause which forms part of a contract shall be treated as an agreement independent of the other terms of the contract. A decision by theArbitral Panel that the contract is null and void shall not by itself determine the invalidity of the arbitration clause.(2) A plea by a respondent or other party that theArbitral Panel does not have jurisdiction shall be raised not later than the submission of his defence or, for another party, his first written statement in theArbitration . A party is not precluded from raising such a plea by the fact that he has appointed, or participated in the appointment of, an arbitrator. A plea that theArbitral Panel is exceeding the scope of its authority shall be raised as soon as the matter alleged to be beyond the scope of its authority is identified during the arbitral proceedings. TheArbitral Panel may, in either case, admit a later plea if it considers the delay justified.(3) TheArbitral Panel may rule on a plea referred to in paragraph 21(2) of this Article either as a preliminary question or in anAward on the merits. If theArbitral Panel rules as a preliminary question that it has jurisdiction, any party may request, within thirty days after having received notice of that ruling, theQFC Tribunal to decide the matter, which decision shall be subject to no appeal; while such a request is pending, theArbitral Panel may continue the arbitral proceedings and make anAward .Article 22 - Power of Arbitral Panel to order interim measures
(1) Unless otherwise agreed by the parties, theArbitral Panel may, at the request of a party, grant interim measures of protection.(2) An interim measure of protection is any temporary measure whether in the form of anAward or in another form by which, at any time prior to the issuance of the award by which the dispute is finally decided, theArbitral Panel orders a party to:(A) maintain or restore the status quo pending determination of the dispute;(B) take action that would prevent, or refrain from taking action that is likely to cause, current or imminent harm, or to prejudice the arbitral process itself;(C) provide a means of preserving assets out of which a subsequent award may be satisfied; or(D) preserve evidence that may be relevant and material to the resolution of the dispute.(3) The party requesting the interim measure of protection shall satisfy theArbitral Panel that:(A) harm not adequately reparable by an award of damages is likely to result if the measure is not ordered, and such harm substantially outweighs the harm that is likely to result to the party against whom the measure is directed if the measure is granted; and(B) there is a reasonable possibility that the requesting party will succeed on the merits, provided that any determination on this possibility shall not affect the discretion of theArbitral Panel in making any subsequent determination.(4) TheArbitral Panel may require the requesting party or any other party to provide appropriate security in connection with such interim measure of protection.(5) The requesting party shall promptly make disclosure of any material change in the circumstances on the basis of which the party made the request for, or theArbitral Panel granted, the interim measure of protection.(6) TheArbitral Panel may modify, suspend or terminate an interim measure of protection it has granted, at any time, upon application of any party or, in exceptional circumstances, on the Panel's own initiative, upon prior notice to the parties.(7) The requesting party shall be liable for any costs and damages caused by the interim measure of protection to the party against whom it is directed, if theArbitral Panel later determines that, in the circumstances, the interim measure should not have been granted. TheArbitral Panel may order an award of costs and damages at any point during the proceedings.Article 23 - Recognition and enforcement of interim measures of protection
(1) An interim measure of protection issued by anArbitral Panel shall be recognised as binding and, unless otherwise provided by theArbitral Panel , enforced upon application to theQFC Tribunal , irrespective of the country in which it was issued, subject to the provisions of this Article.(2) TheQFC Tribunal may refuse to enforce an interim measure of protection, only:(A) at the request of the party against whom it is invoked, if theQFC Tribunal is satisfied that:(i) such refusal is warranted on the grounds set forth in Article 43(1)(A)(i), (ii), (iii) or (iv); or(ii) any requirement to provide appropriate security in connection with the interim measure issued by theArbitral Panel has not been complied with; or(iii) the interim measure has been terminated or suspended by theArbitral Panel or, where so empowered, by theCourt of the state in which theArbitration takes place or under the law of which that interim measure was granted; or(B) if theQFC Tribunal finds that:(i) the interim measure is incompatible with the powers conferred upon theQFC Tribunal , unless theQFC Tribunal decides to reformulate the interim measure to the extent necessary to adapt it to its own powers and procedures for the purposes of enforcing that interim measure and without modifying its substance; or(ii) any of the grounds set forth in Article 43(1)(B)(i) or (ii) apply to the enforcement of the interim measure.(3) Any determination made by theQFC Tribunal on any ground in paragraph 23(2) of this Article shall be effective only for the purposes of the application to recognise and enforce the interim measure of protection. TheQFC Tribunal where recognition or enforcement is sought shall not, in exercising that power, undertake a review of the substance of the interim measure.(4) The party who is seeking or has obtained recognition or enforcement of an interim measure of protection shall promptly inform theQFC Tribunal of any termination, suspension or modification of that interim measure.(5) TheQFC Tribunal where recognition or enforcement is sought may if it considers it proper require the requesting party to provide appropriate security, if theArbitral Panel has not already made a determination with respect to security, or where such a decision is necessary to protect the rights of third parties.Section 6: Section 6: Conduct of Arbitral Proceedings
Article 24 - Equal treatment of parties
The parties shall be treated with equality and each party shall be given a full opportunity of presenting his case.
Article 25 - Determination of rules of procedure
(1) Subject to the provisions of theseRegulations , the parties are free to agree on the procedure to be followed by theArbitral Panel in conducting the proceedings.(2) Failing such agreement, theArbitral Panel may, subject to the provisions of theseRegulations , conduct theArbitration in such manner as it considers appropriate. The power conferred upon theArbitral Panel includes the power to determine the admissibility, relevance, materiality and weight of any evidence.Article 26 - Seat of Arbitration
(1) The parties are free to agree on theSeat ofArbitration . Failing such agreement, theSeat shall be determined by theArbitral Panel or, in the case of anAdministered Arbitration , the arbitral institution, having regard to the circumstances of the case, including the convenience of the parties.(2) Notwithstanding the provisions of paragraph 26(1) of this Article, theArbitral Panel may, unless otherwise agreed by the parties, meet at any place it considers appropriate for consultation among its members, for hearing witnesses, experts or the parties, or for inspection of goods, other property or documents relevant to the dispute.Article 27 - Commencement of arbitral proceedings
Unless otherwise agreed by the parties, the arbitral proceedings in respect of a particular dispute commence on the date on which a request for that dispute to be referred to
Arbitration is received by the respondent.Article 28 - Language
(1) The parties are free to agree on the language or languages to be used in the arbitral proceedings. Failing such agreement, theArbitral Panel shall determine the language or languages to be used in the proceedings. This agreement or determination, unless otherwise specified therein, shall thereafter apply to any written statement by a party, any hearing and any award, decision or other communication by theArbitral Panel .(2) TheArbitral Panel may order that any documentary evidence shall be accompanied by a translation into the language or languages agreed upon by the parties or determined by theArbitral Panel .Article 29 - Statements of claim and defence
(1) Within the period of time agreed by the parties or determined by theArbitral Panel , the claimant shall state the facts supporting his claim, the points at issue and the relief or remedy sought, and the respondent shall state his defence in respect of these particulars, unless the parties have otherwise agreed as to the required elements of such statements. The parties may submit with their statements all documents they consider to be relevant or may add a reference to the documents or other evidence they will submit.(2) Unless otherwise agreed by the parties, either party may amend or supplement his claim or defence during the course of the arbitral proceedings, unless theArbitral Panel considers it inappropriate to allow such amendment having regard to the delay in making it.Article 30 - Hearings and written proceedings
(1) Subject to any contrary agreement by the parties, theArbitral Panel shall decide whether to hold oral hearings for the presentation of evidence or for oral argument, or whether the proceedings shall be conducted on the basis of documents and other materials. However, unless the parties have agreed that no hearing shall be held, theArbitral Panel shall hold such hearings at an appropriate stage of the proceedings, if so requested by a party.(2) The parties shall be given sufficient advance notice of any hearing and of any meeting of theArbitral Panel for the purposes of inspection of goods, other property or documents relevant to the dispute.(3) All statements, documents or other information supplied to theArbitral Panel by one party shall be communicated to the other party. Also any expert report or evidentiary document on which theArbitral Panel may rely in making its decision shall be communicated to the parties.Article 31 - Default of a party
Unless otherwise agreed by the parties, if, without showing sufficient cause:
(1) the claimant fails to communicate his statement of claim in accordance with Article 29(1), theArbitral Panel may terminate the proceedings;(2) the respondent fails to communicate his statement of defence in accordance with Article 29(1), theArbitral Panel shall continue the proceedings without treating such failure in itself as an admission of the claimant's allegations; and(3) any party fails to appear at a hearing or to produce documentary evidence, theArbitral Panel may continue the proceedings and make theAward on the evidence before it.Article 32 - Expert appointed by Arbitral Panel
(1) Unless otherwise agreed by the parties, theArbitral Panel :(A) may appoint one or more experts to report to it on specific issues to be determined by theArbitral Panel ; and(B) may require a party to give the expert any relevant information or to produce, or to provide access to, any relevant documents, goods or other property for his inspection.(2) Unless otherwise agreed by the parties, if a party so requests or if theArbitral Panel considers it necessary, the expert shall, after delivery of his written or oral report, participate in a hearing where the parties have the opportunity to put questions to him and to present expert witnesses in order to testify on the points at issue.Article 33 - Court assistance in taking evidence
The
Arbitral Panel or a party with the approval of theArbitral Panel may request from theQFC Tribunal assistance in taking evidence. TheQFC Tribunal may execute the request within its competence and according to its rules on taking evidence.Section 7: Section 7: Making of Award and Termination of Proceedings
Article 34 - Rules applicable to substance of dispute
(1) TheArbitral Panel shall decide the dispute in accordance with such rules of law as are chosen by the parties as applicable to the substance of the dispute. Any designation of the law or legal system of a given state or jurisdiction shall be construed, unless otherwise expressed, as directly referring to the substantive law of that state or jurisdiction and not to its conflict of laws rules.(2) Failing any designation by the parties, theArbitral Panel shall apply the law determined by the conflict of laws rules which it considers applicable.(3) TheArbitral Panel shall decide according to equity and good conscience only if the parties have expressly authorised it to do so, whether before or after theArbitration has commenced.(4) In all cases, theArbitral Panel shall decide in accordance with the terms of the contract and applicable law, and shall take into account the usages of the trade applicable to the transaction.Article 35 - Decision making by panel of arbitrators
In arbitral proceedings with more than one arbitrator, any decision of the
Arbitral Panel shall be made, unless otherwise agreed by the parties, by a majority of all its members. However, questions of procedure may be decided by a presiding arbitrator, if so authorised by the parties or all members of theArbitral Panel .Article 36 - Settlement
(1) If, during arbitral proceedings, the parties settle the dispute, theArbitral Panel shall terminate the proceedings and, if requested by the parties and not objected to by theArbitral Panel , record the settlement in the form of anAward on agreed terms.(2) AnAward on agreed terms shall be made in accordance with the provisions of Article 37 and shall state that it is anAward . Such anAward has the same status and effect as any otherAward on the merits of the case.Article 37 - Form and contents of Award
(1) TheAward shall be made in writing and shall be signed by the arbitrator or arbitrators. In arbitral proceedings with more than one arbitrator, the signatures of the majority of all members of theArbitral Panel shall suffice, provided that the reason for any omitted signature is stated.(2) TheAward shall state the reasons upon which it is based, unless the parties have agreed that no reasons are to be given or theAward is anAward on agreed terms under Article 36.(3) TheAward shall state its date and theSeat ofArbitration as determined in accordance with Article 26(1). TheAward shall be deemed to have been made at theSeat .(4) After theAward is made, a copy signed by the arbitrators in accordance with paragraph 37(1) of this Article shall be delivered to each party.Article 38 - Costs of proceedings and interest
Unless the parties to an
Arbitration Agreement have (whether in the agreement or in any other document in writing) otherwise agreed, anArbitral Panel may in making anAward :(1) direct to whom, by whom, and in what manner, the whole or any part of the costs that it awards shall be paid;(2) fix the amount of costs to be paid or any part of those costs; and(3) award interest on any sums it directs to be paid.Article 39 - Termination of proceedings
(1) The arbitral proceedings are terminated by the finalAward or by an order of theArbitral Panel in accordance with paragraph 39(2) of this Article.(2) TheArbitral Panel shall issue an order for the termination of the arbitral proceedings when:(A) the claimant withdraws his claim, unless the respondent objects thereto and theArbitral Panel recognises a legitimate interest on his part in obtaining a final settlement of the dispute;(B) the parties agree on the termination of the proceedings; or(C) theArbitral Panel finds that the continuation of the proceedings has for any other reason become unnecessary or impossible.Article 40 - Correction and interpretation of Award; additional Award
(1) Within 30 days of receipt of theAward , unless another period of time has been agreed upon by the parties:(A) a party, with notice to the other party, may request theArbitral Panel to correct in theAward any errors in computation, any clerical or typographical errors or any errors of similar nature; and(B) if so agreed by the parties, a party, with notice to the other party, may request theArbitral Panel to give an interpretation of a specific point or part of theAward .If theArbitral Panel considers the request to be justified, it shall make the correction or give the interpretation within thirty days of receipt of the request. The interpretation shall form part of theAward .(2) TheArbitral Panel may correct any error of the type referred to in paragraph 40(1)(A) of this Article on its own initiative within 30 days of the date of theAward .(3) Unless otherwise agreed by the parties or in respect of an agreedAward made under Article 36, a party, with notice to the other party, may request, within 30 days of receipt of theAward , theArbitral Panel to make an additionalAward as to claims presented in the arbitral proceedings but omitted from theAward . If theArbitral Panel considers the request to be justified, it shall make the additionalAward within 60 days.(4) TheArbitral Panel may extend, if necessary, the period of time within which it shall make a correction, interpretation or an additionalAward under paragraph 40(1) or 40(3) of this Article.(5) The provisions of Article 37 shall apply to a correction or interpretation of theAward or to an additionalAward .Section 8: Section 8: Recourse Against Award
Article 41 - Application for setting aside as exclusive recourse against Award
(1) Recourse to theQFC Tribunal against anAward may be made only by an application for setting aside in accordance with paragraphs 41(2) and 41(3) of this Article. Such application may only be made to theQFC Tribunal .(2) AnAward may be set aside by theQFC Tribunal only if:(A) the party making the application furnishes proof that:(i) a party to theArbitration Agreement was under some incapacity; or the said agreement is not valid under the law to which the parties have subjected it or, failing any indication thereon, under the law of theQFC ;(ii) the party making the application was not given proper notice of the appointment of an arbitrator or of the arbitral proceedings or was otherwise unable to present his case;(iii) theAward deals with a dispute not contemplated by or not falling within the terms of the submission toArbitration , or contains decisions on matters beyond the scope of the submission toArbitration , provided that, if the decisions on matters submitted toArbitration can be separated from those not so submitted, only that part of theAward which contains decisions on matters not submitted toArbitration may be set aside; or(iv) the composition of theArbitral Panel or the arbitral procedure was not in accordance with the agreement of the parties, unless such agreement was in conflict with a provision of theseRegulations from which the parties cannot derogate, or, failing such agreement, was not in accordance with theseRegulations ; or(B) if theQFC Tribunal finds that:(i) the subject-matter of the dispute is not capable of settlement byArbitration underQFC Law ; or(ii) theAward is not in the interest of theQFC .(3) Except as set out herein, an application for setting aside may not be made after three months have elapsed from the date on which the party making that application had received theAward or, if a request had been made under Article 40, from the date on which that request had been disposed of by theArbitral Panel . The time limit set out above shall not apply to an application to theQFC Tribunal to have anAward set aside on the grounds that theAward is in conflict with the public policy of theQFC .(4) TheQFC Tribunal , when asked to set aside anAward , may, where appropriate and so requested by a party, suspend the setting-aside proceedings for a period of time determined by it in order to give theArbitral Panel an opportunity to resume the arbitral proceedings or to take such other action as in theArbitral Panel's opinion will eliminate the grounds for setting aside.
Part 4: Part 4: The Recognition and Enforcement of Non-QFC Awards
Article 42 - Recognition and enforcement of Non-QFC Awards
(1) AnAward , which for the purpose of this Part only shall include aNon-QFC Award , shall be recognised as binding and shall be enforced in theQFC in accordance with the provisions of this Part.(2) TheQFC Tribunal has sole and exclusive jurisdiction to hear applications for the enforcement of anAward in theQFC .(3) The party relying on anAward or applying for its enforcement shall supply the duly authenticated originalAward or a duly certified copy thereof, and the originalArbitration Agreement referred to in Article 10 or a duly certified copy thereof.(4) TheQFC Tribunal may on the application of a party for the enforcement of anAward make:(A) an order to enforce theAward in theQFC ; and(B) any other orders ancillary to the enforcement of theAward .Article 43 - Grounds for refusing recognition or enforcement
(1) TheQFC Tribunal may refuse to recognise or enforce anAward only:(A) at the request of the party against whom it is invoked, if that party furnishes to theQFC Tribunal proof that:(i) a party to theArbitration Agreement referred to in Article 10 of theseRegulations was under some incapacity; or the said agreement is not valid under the law to which the parties have subjected it or, failing any indication thereon, under the law of the country where theAward was made;(ii) the party against whom theAward is invoked was not given proper notice of the appointment of an arbitrator or of the arbitral proceedings or was otherwise unable to present his case;(iii) theAward deals with a dispute not contemplated by or not falling within the terms of the submission toArbitration , or it contains decisions on matters beyond the scope of the submission toArbitration , provided that, if the decisions on matters submitted toArbitration can be separated from those not so submitted, that part of theAward which contains decisions on matters submitted toArbitration may be enforced;(iv) the composition of theArbitral Panel or the arbitral procedure was not in accordance with the agreement of the parties or, failing such agreement, was not in accordance with the law of the country where theArbitration took place;(v) theAward has not yet become binding on the parties or has been set aside or suspended by aCourt of the country in which or under the law of which thatAward was made; or(B) if theQFC Tribunal finds that:(i) the subject-matter of the dispute would not have been capable of settlement byArbitration under the laws of theQFC ; or(ii) the recognition or enforcement of theAward would be contrary to the public policy of theQFC .(2) If an application for the setting aside or suspension of aNon-QFC Award has been made to theCourt of theSeat of theNon-QFC Award , theQFC Tribunal may, if it considers it proper, adjourn its decision and may also, on the application of the party seeking recognition or enforcement of theNon-QFC Award , order the other party to provide appropriate security.
Part 5: Part 5: Interpretation and Definitions
Article 44 - Interpretation
(1) In theseRegulations , a reference to:(A) a provision of any law or regulation includes a reference to that provision as amended or re-enacted from time to time;(B) an obligation to publish or cause to be published a particular document shall, unless expressly provided otherwise in theseRegulations , include publishing or causing to be published in printed or electronic form;(C) a calendar year shall mean a year of the Gregorian calendar;(D) a month shall mean a month of the Gregorian calendar;(E) the masculine gender includes the feminine and the neuter; and(F) references to a person includes any natural or judicial person, body corporate, or body unincorporate, including a branch, company, partnership unincorporated association, government or state.(2) The headings in theseRegulations shall not affect its interpretation.(3) A reference in theseRegulations to a Schedule, an Article or a Part using a short form description of such Schedule, Article or Part in parenthesis are for convenience only and the short form description shall not affect the construction of the Article or Part to which it relates.(4) A reference in theseRegulations to a Schedule, an Article or a Part by number only, and without further identification, is a reference to a Schedule, an Article or a Part of that number in theseRegulations .(5) A reference in an Article or other division of theseRegulations to a paragraph, sub-paragraph or Article by number or letter only, and without further identification, is a reference to a paragraph, sub-paragraph or Article of that number or letter contained in the Article or other division of theseRegulations in which that reference occurs.(6) Each of the Schedules to theseRegulations shall have effect as if set out in theseRegulations and references to theseRegulations in which that reference occurs.(7) Any reference in theseRegulations to "include", "including", "in particular", "for example", "such as" or similar expressions shall be considered as being by way of illustration or emphasis only and are not to be construed so as to limit the generality of any words preceding them.Article 45 - Definitions
The following words and phrases shall where the context permits have the meanings shown against each of them:
Administered Arbitration an Arbitration conducted pursuant to the rules of a recognised arbitration institutionArbitration any arbitration whether or not it is an Administered Arbitration Arbitration Agreement has the meaning set out in Article 10 of these Regulations Arbitral Panel a sole arbitrator or a panel of arbitrators Award an Arbitration award made under theSeat of theQFC either within or outside the jurisdiction of theQFC Council of Ministers the Council of Ministers of the State Court means a court or organ of the judicial system of a state including the QFC Tribunal Minister the Minister of Economy and Commerce of the State Non-QFC Award an Arbitration award made in aSeat other than that of theQFC (including in theState ) in relation to a dispute arising out of or in relation to theQFC QFC the Qatar Financial Centre QFC Authority the Qatar Financial Centre Authority established pursuant to Article 3 of the QFC Law QFC Law Law No.(7) of 2005 of the State QFC Tribunal the QFC Tribunal as established by theTDR Regulations Regulations Regulations enacted by the Minister in accordance with Article 9 of the QFC LawSeat the juridical seat which indicates the procedural law chosen by the parties to govern their arbitration awards as designated in Article 26 of these Regulations State the State of Qatar TDR Regulations Regulations enacted or to be enacted by Minister with approval by theCouncil of Ministers pursuant to theQFC Law relating to theTribunal and the resolution of disputes
Companies Regulations 2005
Click here to view earlier versions of QFC Reg 2 – Companies Regulations.
Enactment Notice
The Minster of Economy and Commerce hereby enacts the following regulations pursuant to Article 9 of Law No. (7) of 2005.
Ali Shareef Al Emadi
Minister of Finance of the State of QatarIssued at: the Qatar Financial Centre, Doha
On: 5th day of April, 2015
Corresponding to: 16 Jumaada al-Thaany 1436A.H
Part 1: Part 1: Application, Commencement and Interpretation
Article 1 - Citation
These
Regulations may be referred to as the Companies Regulations 2005.Article 2 - Application
These
Regulations are made by theMinister pursuant to Article 9 of the QFC Law and shall apply in theQFC . To the fullest extent permitted by theQFC Law , the laws, rules and regulations of theState concerning companies and branches or offices of foreign companies and investments therein, including without limitation the Commercial Companies Law No.(5) of 2002 and the Foreign Investment Law No.(13) of 2000, shall not apply in theQFC .Article 3 - Commencement
These
Regulations shall come into force on the date of their signature by theMinister .Article 4 - Language
In accordance with Article 9 of the QFC Law, these
Regulations are written in the English language and the English text thereof shall be the official original text. Any translation thereof into another language shall not be authoritative and in the event of any discrepancy between the English text of theseRegulations and any other version, the English text shall prevail.Article 5 - Interpretation
Words and expressions used in these
Regulations and interpretative provisions applying to theseRegulations are set out in Part 14.Article 5A - Power of QFC Authority and QFC Regulatory Authority to make rules
The
QFC Authority and theQFC Regulatory Authority , each within the scope of their jurisdiction, authority or powers conferred upon them may make rules to the extent set out in theQFC Law , theseRegulations and any otherRegulations conferring powers, duties and functions on theQFC Authority andQFC Regulatory Authority as they deem necessary or appropriate to implement, carry out or enforce theseRegulations .Amended (as from 5th April 2015). Part 2: Part 2: Companies Registration Office
Article 6 - The CRO
(1) TheCRO was established under theQFC Law and shall be an authority with independent legal personality and full capacity to act as such and perform legal actions in accordance with theseRegulations . Without limitation to the foregoing, theCRO shall have the power to own and dispose of property of any description and to enter into contracts and to sue and be sued.(2) TheCRO will be managed by theRegistrar unless its powers, duties and functions have otherwise been delegated under Article 6(4).(3) TheCRO shall conduct its affairs in accordance with theQFC Law and theseRegulations but shall otherwise have power, by decision of theRegistrar , to determine its own procedures and management.(4) The powers, duties and functions of theCRO under theseRegulations may be delegated either:(A) at the discretion of theQFC Authority to any person as it determines;(B) by theCRO to any person as it determines; or(C) otherwise pursuant to anyRegulations .Amended (as from 5th April 2015). Article 7 - Role of the QFC Authority
(1) TheCRO shall be subject to the supervision of theQFC Authority which shall have the power and function to:(A) ensure that theCRO exercises its statutory powers and performs its statutory functions;(B) review the performance of theCRO and the use of its resources; and(C) give theCRO written directions as to the furtherance of any of its objectives or the performance of any of its functions.Article 8 - Role and functions of the CRO
The
CRO shall have the following functions:(1) to receive and process all applications to incorporate or register all types ofCompanies andBranches eligible for incorporation or registration under theseRegulations and any otherEntities in respect of which theCRO is made responsible pursuant to any otherRegulations ;(2) to keep and maintain in such form as it shall determine an index of the names and registered numbers of theCompanies andBranches which are or have been registered under theseRegulations and any otherEntities which may be registered by theCRO pursuant to any otherRegulations ;(3) to receive and process allDocuments and information required to be filed with theCRO pursuant to theseRegulations or any otherRegulations ;(4) to keep and maintain in such form as it shall determine a register in respect of each of theCompanies andBranches which are or have been registered under theseRegulations and any otherEntities which may be registered by theCRO pursuant to any otherRegulations , to record in such register allDocuments and information filed with or delivered to theCRO in respect of suchCompanies ,Branches andEntities and to allow any person to inspect and take copies from such register during the office hours of theCRO ;(5) to administer and impose any financial penalties provided for in theseRegulations ; and(6) all other functions provided for in theseRegulations or any otherRegulations or otherwise considered by it to be necessary, desirable or appropriate to achieve, further or assist in relation to any of the above.Amended (as from 5th April 2015). Article 9 - Powers of the CRO
(1) TheCRO shall have the following powers:(A) subject to the approval of theQFC Authority , to make rules and publish guidance for the purposes of performing its functions;(B) subject to approval of theQFC Authority , to prescribe forms to be used for the purposes of required filings with theCRO ;(C) subject to approval of theQFC Authority to prescribe the fees payable to it for incorporation, registration, filing and any other administrative services provided by theCRO ; and(D) all other powers provided for in theseRegulations or any otherRegulations or otherwise considered by theQFC Authority to be necessary, desirable or appropriate to achieve, further or assist the performance of its functions.(2) TheCRO shall publish rules and guidance made under theseRegulations by theQFC Authority or theCRO , including without limitation those relating toPrescribed Forms andPrescribed Fees .Amended (as from 5th April 2015). Article 10 - Other zones or centres
The
CRO may, with the approval of theQFC Authority , carry out similar functions to those provided for in theseRegulations in respect of other zones, designated precincts or other centres in theState .Amended (as from 5th April 2015). Article 11 - Accounting and budget requirements of the CRO
(1) The budget of theCRO in respect of each financial year shall be set by theQFC Authority .(2) TheCRO shall be exempt from the control of the Audit Bureau of the State.(3) The financial year of theCRO shall commence on the first day of January and end on the last day of December each year, save that the first financial year of theCRO shall commence on the date on which theQFC Law came into force and shall end on the last day of December of the following year.(4) TheCRO shall keep accountingRecords which are sufficient to show and explain the transactions of theCRO and are such as to disclose with reasonable accuracy at any time the income and expenditure and assets andLiabilities and financial position of theCRO and theRegistrar shall procure that, as soon as reasonably practicable after the end of each financial year, accounts of theCRO are prepared in accordance with internationally accepted accounting principles and audited by an independent auditor, being a firm of chartered accountants with an office in theState , who shall report as to whether the accounts of theCRO show a true and fair view of the financial affairs of theCRO during the financial year in question and the assets andLiabilities of theCRO at the end of the year in question and such other matters as the auditors may consider it appropriate to report on.(5) TheCRO shall as soon as reasonably practicable after the end of each financial year send to theQFC Authority a copy of its audited accounts for the financial year in question and a report of its activities during such financial year. TheCRO shall in relation to its activities submit such further reports to theQFC Authority as theQFC Authority may require.Amended (as from 5th April 2015). Article 12 - Confidentially
The
CRO , its officers, employees, agents or contractors shall comply with the QFCData Protection Regulations and Rules and any other Regulations or rules made by theQFC Authority in respect of confidentiality.Amended (as from 5th April 2015). Article 13 - The Registrar
(1) TheRegistrar shall be appointed and may be removed by theQFC Authority and, subject to Article 6(2), shall be responsible for the day-to-day administration and operations of theCRO to the extent authorised and empowered by theQFC Authority . TheRegistrar shall accordingly exercise such powers and have such authority as theQFC Authority shall from time to time delegate to him.(2) TheRegistrar shall make suitable arrangements for keeping appropriateRecords in relation to the exercise of the powers and performance of the functions of theCRO .Part 3: Part 3: Limited Liability Companies
Section 1: Section 1: Establishment and Corporate Capacity
Article 14 - Limited Liability Companies
(1) A form of legal entity known as a limited liability company may be incorporated in theQFC .(3) Where anLLC has been approved for listing on the Qatar Stock Exchange ("QSE") or any other exchange, and subject to satisfying all applicable requirements of the Qatar Financial Markets Authority ("QFMA") and the QSE or such other exchange or regulator,it shall upon such listing taking place be designated as an "LLC (Public)".(4) All Articles in these Regulations will continue to apply to anLLC (Public) as if it were anLLC . If at any time anLLC (Public) is no longer listed on the QSE or other exchange, it will cease to be designatedLLC (Public).Amended (as from 5th April 2015). Article 15 - Corporate Capacity
(1) AnLLC has separate legal personality from itsMembers whose liability shall be limited to paying to theLLC the amount, if any, unpaid on theShares held by them.(2) AnLLC has the capacity, rights and privileges of a natural person and, without limitation, may enter into contracts, sue and be sued and own assets of all types.(3) In favour of a person who in good faith is a party to any transaction or other act to which theLLC is party, the power of the directors of anLLC to bind theLLC , or authorise others to do so, shall be deemed free of any limitation under theLLC's articles of association.(4) A contract may be made, varied or discharged on behalf of anLLC , by any person acting under its authority, express or implied.(5) ADocument is executed by anLLC if signed by two directors, or one director and the secretary of anLLC , and expressed (in whatever form of words) to be executed by theLLC .Amended (as from 5th April 2015). Article 16 - Transaction entered into prior to corporate existence
(1) Where a transaction purports to be entered into by anLLC , or by a person as agent for anLLC , at a time when theLLC has not been formed, then unless otherwise agreed by the parties to the transaction, the transaction has effect as one entered into by the person purporting to act for theLLC or as agent for it, and he is personally bound by the transaction and entitled to its benefits.(2) AnLLC may, within such period as may be specified in the terms of the transaction or if no period is specified, within a reasonable time after it is formed, by act or conduct signifying its intention to be bound thereby, adopt any such transaction and it shall from that time be bound by it and entitled to its benefit and the person who entered into such transaction shall cease to be so bound and entitled.Section 2: Section 2: Incorporation and Registration
Article 17 - Incorporation of a Limited Liability Company
(1) Any one or more persons may apply for the incorporation of anLLC for the purpose of carrying on aBusiness of a kind permitted by theQFC Law to be conducted in theQFC by signing and filing with theCRO an incorporation document together with thePrescribed Fee and otherwise complying with the requirements of theseRegulations in respect of registration.(2) ThePrescribed Form and incorporation document filed with theCRO shall set out or have attached thereto:(B) the nature of theBusiness to be conducted by theLLC and it shall be sufficient to state that the purpose of theLLC is to engage in any lawful act or activity for whichLLCs may be incorporated under theQFC Law andRegulations ;(C) the address of the registered office of theLLC , which shall be in theQFC ;(D) the date of the financial year end of theLLC ;(E) the fullName andAddress of each of the incorporators of theLLC and the number ofShares each of them agrees to take upon incorporation of theLLC ;(F) the fullName ,Address , date of birth, nationality, business occupation and any directorships held within the last 5 years of all the persons who are to be the first directors of theLLC together with a declaration that each of them is qualified to act as a director or secretary of anLLC pursuant to theseRegulations ;(G) the fullName ,Address , date of birth and nationality of the person who is the first secretary of theLLC ;(H) the amount of the authorised share capital, with which it is proposed that theLLC be registered, and the division thereof intoShares of fixed amount;(I) theLLC's articles of association, signed by the incorporators, setting out the rules for the internal governance of theLLC which shall comply with theseRegulations ; and(J) such other particulars as theCRO may require from time to time.(3) The share capital of anLLC may be denominated in any currency approved by theCRO .(4) The incorporation document and all other documentation required to be submitted to theCRO shall be in English and shall be in such form as theCRO may prescribe or approve from time to time.(5) Article 17(2)(E) does not require the incorporators of anLLC to agree to take anyShares if, on incorporation, theLLC will be aCollective Investment Fund .(6) Article 17(2)(H) does not apply if, on incorporation, theLLC will be aCollective Investment Fund .(7) AnLLC that is aCollective Investment Fund is not required to have an authorised share capital.Amended (as from 5th April 2015). Article 18 - Registration
(1) NoLLC shall be incorporated without the consent of theCRO .(2) On incorporation theCRO shall:(A) give a certificate that theLLC is incorporated with the name specified in the certificate and with effect from the date of the certificate;(B) allocate to theLLC a number, which shall be theLLC's registered number; and(C) enter the name and registered number of theLLC in the index of names and registered numbers maintained by theCRO under theseRegulations .(3) A certificate of incorporation shall be conclusive evidence that theLLC is incorporated with the name specified in it and that the requirements of theseRegulations have been complied with in respect of the incorporation and registration of theLLC and thereafter no defect in the process prior to the incorporation thereof shall affect the validity y of its incorporation.(4) From the date of incorporation, theLLC shall be aBody Corporate having the name contained in the certificate of incorporation and capable forthwith of exercising all the functions of an incorporatedLLC .(5) A decision of theCRO refusing to issue a certificate of incorporation may be reviewed consistent with any applicable standards and procedures issued by theQFC Authority for such purpose.Amended (as from 5th April 2015). Section 3: Section 3: Members and Share Capital
Article 19 - Members
(1) The incorporators of anLLC are deemed to have agreed to becomeMembers of theLLC by signing the incorporation document and on incorporation shall be entered as such in theLLC's register ofMembers (persons other than incorporators who have died or been dissolved).(2) Every other person who agrees to become aMember of theLLC and whoseName is entered in the register ofMembers , is aMember of theLLC .(3) A person may cease to be aMember of anLLC (as well as by death or dissolution) in accordance with the articles of association of theLLC .(4) AMember of anLLC can be of any nationality and either a natural or aBody Corporate .(5) The minimum number ofMembers of anLLC is one.(6) EveryLLC shall keep a register ofMembers , together with:(A) a statement of theShares held by eachMember , distinguishing eachShare by its number (if theShare has a number) and, where theLLC has more than one class of issuedShares , by its class;(B) the date on which each person was registered as aMember ; and(C) the date on which any person ceased to be aMember .(7) Article 19 (1) does not apply to anLLC if, on incorporation, theLLC will be aCollective Investment Fund .Amended (as from 5th April 2015). Article 20 - Rectification of register of Members
(1) If:(A) theName of a person, the number ofShares held or the class ofShares held is, without sufficient reason, not entered in or omitted from anLLC's register ofMembers ; or(B) there is a failure or unnecessary delay in entering on the register the fact of a person having ceased to be aMember a person aggrieved, or aMember of theLLC , may apply to theCRO for rectification of the register.(2) TheCRO may refuse the application or may order rectification of the register.(3) Whether or not theCRO exercises its power under Article 20(2), theQFC Civil and Commercial Court may make one or more of the following orders:(A) on application of theCRO , an order enforcing any orders made by it under this Article 20;(B) on application of a person aggrieved, aMember of theLLC , or theLLC , an order directing theCRO to, or not to order the rectification of the register or to do any act or thing; or(C) on application of a person aggrieved, an order requiring theLLC to pay damages or to do any act or thing.Amended (as from 5th April 2015). Article 21 - Allotment of Shares
Subject to any limitations or provisions to the contrary in its articles of association, the unissued
Shares of anLLC shall be at the disposal of the directors of anLLC who may, subject to any rights previously conferred on the holders of any existingShares , or class ofShares , offer, allot, grant options over or otherwise dispose of suchShares to such persons, at such time and upon such terms as the directors of theLLC may determine.Article 22 - Return as to allotments
(1) When anLLC makes an allotment of itsShares , theLLC shall within 1 month thereafter deliver to theCRO for registration a return of the allotments in thePrescribed Form stating the number and nominal amount of theShares comprised in the allotment, theNames andAddresses of the allottees, and the amount (if any) paid or due and payable on eachShare , whether on account of the nominal value of theShare or by way of premium, and, in the event that anyShares are allotted for a consideration other than cash, a statement of the consideration for which they have been so allotted.(2) This Article does not apply to anLLC that is aCollective Investment Fund .Amended (as from 5th April 2015). Article 23 - Prohibition on allotment of Shares at a discount
(1) AnLLC's Shares shall not be allotted at a discount to their nominal value.(2) If anyShare is allotted in contravention of this Article 23 then the allottee is liable to pay theLLC an amount equal to the amount of the discount, with interest at an appropriate rate to be prescribed by theCRO .Article 24 - Transfer of Shares
(1) TheShares of anyMember of anLLC shall be transferable in such manner as may be provided by the articles of association of theLLC .(2) Subject to Article 24(6), notwithstanding the provisions of its articles of association, anLLC shall not register a transfer ofShares in theLLC unless a written instrument of transfer is duly executed by the transferor and all outstanding sums relating to the transferring shares, if any, have been paid by the transferor to theLLC . For the purposes of trading, anLLC (Public) may allow the transfer of Shares to be made electronically or any other manner permitted by the QFMA, QSE, the relevant exchange or regulator, such transfer shall be sufficient to transfer title in the Shares if registered by theLLC (Public).(3) Nothing in this Article 24 shall prejudice the power of anLLC to register as aMember any person to whom the right to anyShares of theLLC has been transmitted by operation of law.(4) A transfer of anyShare of a deceasedMember of anLLC made by his personal representative, although the personal representative is not himself aMember of theLLC , is as valid as if he had been aMember at the time of the execution of the instrument of transfer.(5) If anLLC refuses to register a transfer ofShares , theLLC shall, within 21 days after the date on which the transfer was delivered to theLLC , send to the transferor and transferee notice of the refusal.(6) Article 24(2) does not apply when a transfer of shares is undertaken in accordance with rules made by theQFC Authority .Amended (as from 5th April 2015). Article 25 - Issue of certificates
(1) Subject to Article 25(3), for eachShare allotted or transferred, aShare certificate shall be issued by theLLC no later than 30 days after the date the allotment is made or the date on which a transfer of theShares is registered in the register ofMembers of theLLC . For anLLC (Public) a record in the QSE or the relevant exchange's registry system is as acceptable as if it were a Share certificate duly issued by theLLC (Public).(2) A certificate executed by theLLC specifying anyShares held by aMember , shall be evidence of the title of theMember to theShares . For anLLC (Public) a record of title to any Shares in theLLC (Public) held in the QSE or the relevant exchange's registry or system will be evidence of good title to anyShares held by theMember .(3) Article 25(1) and (2) do not apply when title to shares is evidenced in accordance with rules made by theQFC Authority which allow for title to be evidenced in some other manner.Amended (as from 5th April 2015). Article 26 - Share premium account
(1) If anLLC issuesShares at a premium to their nominal value, whether for cash or otherwise, a sum equal to the aggregate amount or value of the premiums on thoseShares shall be transferred to an account called the "share premium account".(2) The Share Premium Account may be applied by theLLC :(A) in paying up unissuedShares to be allotted toMembers as fully paid bonusShares ;(B) or in writing off:(i) theLLC's preliminary expenses; or(ii) the expenses of, or the commission paid or discount allowed on, any issue ofShares or debentures of theLLC (C) or in providing the premium payable on redemption of any redeemableShares or any debentures of theLLC .(3) Subject to Article 26(2), the provisions of theseRegulations relating to a reduction of aCompany's share capital apply as if the Share Premium Account were part of its paid up share capital.This Article does not apply to an
LLC that is aCollective Investment Fund .Amended (as from 5th April 2015). Article 27 - Rights attaching to Shares
(1) To the extent permitted by its articles of association, anLLC may create different classes ofShares . Subject to theseRegulations , the rights attaching toShares (or any class ofShares ) shall be determined by the articles of association of theLLC .(2) The articles of association of theLLC shall set out:(A) the right to vote at a meeting of theLLC carried by each class ofShare ;(B) the right to repayments of capital attaching to each class ofShare ;(C) the right to participate in any undistributed profit of each class ofShare ;(D) the rights and obligations pertaining to the transfer of each class ofShare ;(E) the right to dividends and other distributions attaching to each class ofShare ; and(F) any other rights and obligations attaching to each class ofShare .(3) Subject to the provisions of the articles of association of theLLC , eachShare shall rank in all respects equally with any otherShare in theLLC .(4) It shall not be lawful for anLLC to issue bearerShares .Article 28 - Alteration of share capital
(1) AnLLC , if so authorised by its articles of association, may alter its share capital byOrdinary Resolution in any of the following ways:(A) increasing its authorised share capital by creating newShares of such amount as it deems necessary;(B) consolidating and dividing any or all of itsShares (whether issued or not) intoShares of a larger amount than its existingShares ;(C) sub-dividing itsShares , or any of them, intoShares of a smaller amount than its existingShares but so that, in the sub-division of any issuedShares , the proportion between the amount paid and the amount (if any) unpaid on each reducedShare shall be the same as it was in the case of theShare from which the reducedShare is derived;(D) cancellingShares which at the date of passing of theOrdinary Resolution to cancel them, have not been taken or agreed to be taken by any person, and diminishing the amount of theLLC's authorised share capital by the amount of theShares so cancelled; and(E) changing the currency denomination of its share capital or any class thereof to a currency denomination approved by theCRO .(2) A cancellation ofShares under this Article 28 does not for the purposes of theseRegulations constitute a reduction of share capital.(3) AnLLC having altered its share capital pursuant to Article 28(1), shall within 21 days thereafter give notice in thePrescribed Form to theCRO , together with a copy of theOrdinary Resolution effecting the alteration.Amended (as from 5th April 2015). Article 29 - Class rights
(1) If provision for the variation of the rights attached to a class ofShares is made in the articles of association of theLLC , those rights may only be varied in accordance with those provisions.(2) If provision for the variation of the rights attached to a class ofShares is not made as such in the articles of association the rights may be varied if, but only if:(A) the holders of 3 quarters in nominal value of theShares of the class consent in writing to the variation; or(B) aSpecial Resolution passed at a separate meeting of the holders of that class sanctions the variation.(3) Any alteration of a provision in the articles of association for the variation of the rights attached to a class ofShares , or the insertion of any such provision into the articles of association shall itself be treated as a variation of those rights.(4) If the rights attached to any class ofShares are varied in the manner referred to above, the holders of not less than 15 percent of the nominal value of theShares of the class (being persons who did not consent to, or vote in favour of a resolution for the variation) may apply to theQFC Civil and Commercial Court to have the variation cancelled.(5) The application for cancellation of the variation must be made within 21 days after the date on which the consent was given or the resolution was passed and may be made on behalf of theMembers entitled to make it by one or more of them as they may appoint in writing.(6) On any such application theQFC Civil and Commercial Court , after hearing the applicant and any other persons who apply to theQFC Civil and Commercial Court to be heard and appear to theQFC Civil and Commercial Court to be interested in the application, may, if it is satisfied, having regard to all the circumstances of the case, that the variation would unfairly prejudice theMembers represented by the applicant, disallow the variation and shall, if not so satisfied, confirm the variation.(7) The decision of theQFC Civil and Commercial Court on any such application shall be final.(8) In this Article 29, "variation" includes abrogation and "varied" is to be construed accordingly.Amended (as from 5th April 2015). Article 30 - Reduction of share capital
(1) AnLLC , if authorised by anSpecial Resolution and its articles of association, may reduce itsShare capital in any way.(2) In particular, and without prejudice to the generality of Article 30(1), anLLC may:(A) extinguish or reduce the liability on any of itsShares in respect of capital not paid up;(B) either with or without extinguishing or reducing liability on any of itsShares , cancel any paid up capital that is lost or unrepresented by available assets; or(C) either with or without extinguishing or reducing liability on any of itsShares , pay off any paid up capital that is in excess of the requirements of theLLC .(3) NoLLC shall reduce the amount of its share capital under Article 30(1) unless it complies with the following:(A) at a date not more than 30 days and not less than 15 days before the date from which the reduction of the share capital is to have effect, theLLC shall publish a notice in an newspaper approved by theCRO stating the amount of theLLC's share capital at such date, the amount to which, and manner in which, the share capital is to be reduced and the date from which the reduction is to have effect; and(B) on the date from which the reduction is to have effect a certificate shall be signed by at least two directors of theLLC or the sole director if there is only one director declaring either:(i) that on that date and following the reduction of capital, the realisable value of theLLC's assets will be not less than the aggregate of itsLiabilities and issued share capital and Share Premium Account and theLLC will be able to satisfy itsLiabilities as they fall due; or(ii) that all the creditors of theLLC on that date have consented to the reduction.(4) WhereShares are to be cancelled in order to reduce the capital of anLLC theShares shall be acquired at the lowest price at which, in the opinion of the directors, theShares are obtainable, but not exceeding an amount, if any, stated or determined by the articles of association.(5) Where anLLC reduces the amount of its share capital then within 30 days after the date on which the reduction has effect theLLC shall file a notice inPrescribed Form with theCRO together with a copy of the notice referred to in Article 30(3)(A) and the certificate referred to in Article 30(3)(B) above.(6) If, after a certificate is signed in accordance with Article 30(3)(B)(ii) above, a creditor who did not consent to the reduction has a debt or claim against theLLC which theLLC is unable to pay as a result of the reduction, every person who was aMember of theLLC at the date of the certificate is then liable to contribute for the payment of the debt or claim in question an amount not exceeding the aggregate amount which, prior to the reduction, remained unpaid on theShares then held by him.(7) Notwithstanding Article 30 (1), anLLC that is aCollective Investment Fund does not require authorisation byOrdinary Resolution to reduce its share capital in anyway.Amended (as from 5th April 2015). Article 31 - Redemption or purchase of own Shares
(1) AnLLC may, if authorised to do so by its articles of association, and in accordance with the provisions of such articles of association, redeem any of itsShares which pursuant to its articles of association are to be redeemed, or are liable to be redeemed, at the option of theLLC or the holder of the relevantShares .(2) No redeemableShares shall be issued by anLLC , nor shall anyShares in anLLC be converted into redeemableShares , if, following such issue or conversion, there would be noShares in theLLC which are not redeemable.(3) A redemption of redeemableShares shall only be made from the following sources:(A) in the case of the nominal value of theShares , from paid up capital, share premium and other reserves of theLLC ; or(B) in the case of any premium, from realised or unrealised profits, share premium or other reserves of theLLC .(4) Upon redemption ofShares under this Article 31, suchShares shall be taken as cancelled and accordingly the amount of theLLC's issued share capital shall be diminished by the nominal value of thoseShares but redemption shall not be taken as reducing the authorised share capital of theLLC .(5) Where pursuant to this Article 31 anLLC is about to redeemShares , it may issueShares up to the nominal amount of theShares to be redeemed as if thoseShares had never been issued.(6) This Article does not apply to anLLC that is aCollective Investment Fund .Amended (as from 5th April 2015). Article 32 - Power of an LLC to purchase own Shares
(1) Subject to the provisions of this Article 32, anLLC may purchase its ownShares (including any redeemableShares ).(2) Article 31(3), (4), and (5) shall apply to the purchase by anLLC of its ownShares (the "Purchased Shares") as they apply to a redemption of redeemableShares of anLLC . However, if anLLC decides, in accordance with its articles of association, to hold Purchased Shares in treasury ("Treasury Shares"), then Article 31(4) shall not apply. Treasury Shares will be treated as issued capital but will carry: (a) no voting rights (b) no pre-emptive rights for aMember ; (c) no right to receive any dividends; and (d) no rights to receive assets upon theLLC's liquidation.(3) A purchase under this Article must, unless theLLC is aWholly Owned Subsidiary , be sanctioned by anOrdinary Resolution .(4) TheShares to be purchased:(A) may only be purchased in pursuance of a contract approved in advance by anOrdinary Resolution of theLLC ; and(B) shall not carry the right to vote on theOrdinary Resolution authorising the purchase.(5) AnLLC may not under this Article purchase itsShares if as a result of the purchase there would no longer be aMember of theLLC holdingShares .Amended (as from 5th April 2015). Article 33 - Prohibition of financial assistance
(1) AnLLC shall not (directly or indirectly) provide financial assistance to a person to acquire itsShares or Shares in itsHolding Company unless:(A) the giving of the financial assistance does not materially prejudice theLLC's ability to discharge itsLiabilities as they fall due;(B) the giving of the financial assistance is approved by resolution of theMembers holding not less than 90 percent of the nominal value of theShares giving a right to attend and vote at any meeting ofMembers ; or(C) theLLC's ordinaryBusiness includes providing finance and financial assistance is given in the ordinary course of thatBusiness and on ordinary commercial terms.(2) In this Article 33, reference to "financial assistance" is a reference to financial assistance of any kind and includes:(A) making a loan;(B) making a gift;(C) issuing a debenture;(D) giving security over assets; or(E) giving a guarantee or indemnity in respect of another person's liability.(3) The prohibition on financial assistance in this Article 33 shall not preclude:(A) a distribution of theLLC's assets by way of dividend lawfully made or a distribution made in the course of theLLC's winding up;(B) the allotment of bonusShares ;(C) a reduction of capital in accordance with theseRegulations ; or(D) a redemption or purchase ofShares in accordance with theseRegulations .Amended (as from 5th April 2015). Article 34 - Dividends and other distributions
(1) Subject to any limitations or provisions to the contrary in its articles of association, anLLC may, by a resolution of its directors, declare and pay or make dividends or other distributions in money,Shares or other property.(2) AnLLC shall not declare, make or pay any dividend or other distribution if there are reasonable grounds for believing that:(A) theLLC would after the payment of the dividend or making of the distribution be unable to satisfy itsLiabilities as they become due; or(B) the realisable value of theLLC's assets would thereafter be less than the aggregate of itsLiabilities and its issued share capital and share premium account.Article 35 - Consequences of an unlawful dividend or other distribution
Where a dividend or other distribution, or part thereof, made by an
LLC to any of itsMembers is made in contravention of Article 34 and, at the time of such dividend or other distribution, theMember knows or has reasonable grounds for believing that it is so made, he is liable to repay it, or that part of it, to theLLC or, in the case of a dividend or other distribution made otherwise than in cash, to pay theLLC a sum equal to the value of the dividend or other distribution or such part thereof, at that time, together with, in either case, interest at a rate prescribed, or calculated in accordance with, rules made by theCRO .Section 4: Section 4: Names and Change of Names
Article 36 - Registration of name
(1) The name of anLLC must:(A) be written using letters of the English alphabet or such other characters acceptable to theCRO ; and(B) end with:(i) the expression "Limited Liability Company"; or(ii) the abbreviation "llc" or "LLC ".(2) AnLLC shall not be registered by a name:(A) which includes, other than at the end of the name, either the expression "Limited Liability Company" or either of the abbreviations "llc" orLLC ";(B) which is the same as a name appearing on the index of names maintained by theCRO or by the Ministry of Economy and Commerce in theState ; or(C) which in the opinion of theCRO is offensive or otherwise undesirable.(3) Except with the approval of theCRO , anLLC shall not be registered by a name which in the opinion of theCRO would be likely to give the impression that it is connected in any way with theState .Amended (as from 5th April 2015). Article 37 - Change of name
(1) AnLLC may, bySpecial Resolution , change its name at any time to another name with which anLLC may be registered under Article 36.(2) Where anLLC changes its name it shall deliver, within 21 days of theSpecial Resolution , a notice to theCRO and shall pay to theCRO thePrescribed Fee .(3) A notice delivered under Article 37(2):(A) shall be in a form prescribed or approved by theCRO ; and(B) shall be signed by a director or secretary of theLLC or authenticated in a manner approved by theCRO .(4) Where theCRO receives a notice under Article 37(2) it shall (unless the new name is one by which anLLC may not be registered):(A) enter the new name on the register in place of the former name; and(B) issue a certificate of the change of name.(5) The change of name has effect from the date on which the certificate referred to in Article 37(4)(B) is issued.Article 38 - Effect of change of name
A change of name by an
LLC does not:(1) affect any of its rights or duties; or(2) render defective any legal proceedings by or against itand any legal proceedings that might have been commenced or continued against it in its former name may be commenced or continued against it in its new name.Article 39 - Power to require change of name
(1) Where anLLC has been registered by a name which:(A) is the same or, in the opinion of theCRO , too like a name appearing at the time of registration in the index maintained by theCRO ; or(B) is the same as or, in the opinion of theCRO , too like a name which should have appeared in the index at that timetheCRO may within 12 months of that time in writing direct theLLC to change its name within such period as it may specify.(2) If it appears to theCRO :(A) that misleading information has been given for the purpose of the registration of anLLC by a particular name; or(B) that undertakings or assurances have been given for that purpose and have not been fulfilledit may, within 5 years of the date of its registration by that name, in writing direct theLLC to change its name within such period as theCRO may specify.(3) If in theCRO's opinion the name by which anLLC is registered gives so misleading an indication of the nature of its activities as to be likely to cause harm to the public, it may in writing direct theLLC to change its name within such period (being not less than 1 month) as theCRO may specify.(4) TheLLC may, within 3 weeks from the date of any direction under Article 39(1), (2) or (3), apply to theRegulatory Tribunal to set it aside and theRegulatory Tribunal may set the direction aside or confirm it and, if it confirms it, shall specify the period within which it must be complied with.(5) Where a direction has been given under Article 39(1), (2) or (3) specifying a period within which anLLC is to change its name, theCRO may at any time before that period ends extend it by a further direction in writing.Amended (as from 5th April 2015). Article 40 - Improper use of "Limited Liability Company"
(1) If any person carries on aBusiness under a name or title which includes in the last words(A) the expression "Limited Liability Company"; or(B) any contraction or imitation of that expressionthat person, unless anLLC or aBranch of aNon-QFC Company whose corporate name includes the words "limited liability company" or an abbreviation thereof, contravenes theseRegulations .Article 41 - Similarity of names
In determining for the purpose of this Section 4 whether one name is the same as another there are to be disregarded:
(1) the definite article as the first word of either name;(2) any of the following at the end of the names:(A) "limited liability company";(B) "company";(C) "limited";(D) "unlimited";(E) "limited partnership";(F) "limited liability partnership";(G) "partnership"; and,(H) and any abbreviation thereof;(3) type and case of letters, accents, spaces between letters and punctuation marks; and(4) "and" and "&" are to be taken as the same.Section 5: Section 5: Registered Office
Article 42 - Situation of registered office
(1) AnLLC shall:(A) at all times have a registered office situated in theQFC ; and(B) carry on its principalBusiness activity at or from the registered office unless theQFC Authority permits suchBusiness activity to be carried on at or from another place within theQFC .(2) On the incorporation of anLLC the situation of its registered office shall be that stated in the incorporation document.(3) ADocument may be served on anLLC by leaving it at, or sending it by hand or by fax or by courier to, the registered office of theLLC .Article 43 - Change of registered office
(1) AnLLC may change its registered office by delivering notice of the change within 21 days to theCRO together with payment of thePrescribed Fee .(2) A notice delivered under Article 43(1):(A) shall be in thePrescribed Form ; and(B) shall be signed by a director or secretary of theLLC or authenticated in a manner approved by theCRO .(3) Where theCRO receives a notice under Article 43(1) it shall enter the new registered office on the register in place of the former registered office.(4) The change of registered office shall take effect upon the notice of change of registered office delivered to theCRO in accordance with Article 43(2) being registered by theCRO , but until the end of the period of 21 days beginning with the date on which it is registered a person may validly serve anyDocument on theLLC at its previous registered office.(5) Where anLLC unavoidably ceases to perform at its registered office any duty to keep at its registered office any register, index or otherDocument or to mention the address of its registered office in anyDocument in circumstances in which it was not practicable to give prior notice to theCRO of a change in the situation of the registered office, but:(A) resumes performance of that duty at other premises as soon as practicable; and(B) gives notice accordingly to theCRO of a change in the situation of its registered office within 21 days of doing soit shall not be treated as having failed to comply with that duty.Amended by QFCA RM2012-1 (as from 11th April 2012) Section 6: Section 6: Formalities of Carrying on Business
Article 44 - Requirement to keep internal Company registers
(1) EveryLLC shall keep the following internal registers at its registered office address:(A) Register ofMembers as provided for in Article 19(6);(B) Register of directors and secretary, includingName ,Address , nationality, date of birth and business occupation;(C) Register of transfers ofShares , includingName andAddress of transferor and transferee, date of transfer and number and class ofShares transferred; and(D) Register of allotments ofShares , includingName of applicant, date of application and allotment and number and class ofShares .For an LLC (Public), a record of transfer or title to any shares in the LLC (Public) held in the QSE or the relevant exchange's registry or system will be the definitive register of transfers and register ofMembers ..(2) AnyMember may without charge, and any other person may upon payment of any reasonable fee required by theLLC , visit the registered office during the office hours of theLLC in order to inspect the registers referred to in Article 44(1).(3) For an LLC (Public), on such notice as is reasonably required for the LLC (Public) to obtain the registers from the QSE or other exchange, anyMember may without charge, and any person may upon payment of any reasonable fee required by the LLC (Public), visit the registered office during the office hours of the LLC (Public) in order to inspect the registers referred to in Article 44(1)(A) and Article 44(1)(C).Amended (as from 5th April 2015). Article 45 - Name to appear outside place of Business
(1) EveryLLC shall paint or affix, and keep painted or affixed, its name on the outside of every office or place in which itsBusiness is carried on, in a conspicuous position and in letters easily legible.(2) If anLLC does not paint or affix, and keep painted or affixed, its name as required above, theLLC and everyOfficer of it who is in default is in contravention of theseRegulations .Article 46 - Disclosures required of an LLC in the use of its name
(1) The name of anLLC , its registered number, and the address of its registered office shall appear in legible characters in all itsBusiness letters, written orders for goods or services, invoices and receipts, written demands for payment and other such similar Documentation.(2) If anOfficer of anLLC or a person on its behalf:(A) issues or authorises the issue of anyBusiness letter of theLLC , or anyDocument mentioned in Article 46(1), in which theLLC's name is not so mentioned as required by Article 46(1); or(B) signs or authorises to be signed on behalf of theLLC any bill of exchange, promissory note, endorsement, cheque or order for money or goods in which theLLC's name is not mentioned as required by Article 46(1)he is in contravention of theseRegulations and he is further personally liable to the holder of any such bill of exchange, promissory note, cheque or order for money or goods for the amount of it (unless it is duly paid by theLLC ).Section 7: Section 7: Annual Return
Article 47 - Duty to deliver annual returns
(1) EveryLLC shall deliver to theCRO successive annual returns each of which is made up to a date not later than the date which is from time to time the "return date" of theLLC , that is:(A) the anniversary of the incorporation of theLLC ; or(B) if the last return delivered by theLLC in accordance with this Article 47 was made up to a different date, the anniversary of that date.(2) Each annual return shall:(A) be in thePrescribed Form ;(B) contain the information required by Article 48;(C) be signed by a director or secretary of theLLC ; and(D) be delivered to theCRO together with payment of thePrescribed Fee .(3) If anLLC fails to deliver an annual return in accordance with this Article 47 before the end of the period of 28 days after the return date, theLLC shall be in contravention of theseRegulations . The contravention continues until such time as an annual return made up to that return date and complying with the requirements of Article 47(2) (except as to date of delivery) is delivered by theLLC to theCRO .(4) Where anLLC is in contravention of theseRegulations under Article 47(3) every director of theLLC is similarly liable unless he shows that he took all reasonable steps to avoid the commission of or the continuance of the contravention of theseRegulations .(5) This Article does not apply to anLLC that is aCollective Investment Fund .Amended (as from 5th April 2015). Article 48 - Contents of annual return
Every annual return shall state the date to which it is made up and shall contain the following information:
(1) In respect of each class ofMembers , theName andAddress of eachMember of theLLC holding more than 1% in nominal value of all the issued shares of that class;(2) theName ,Address , nationality, date of birth andBusiness occupation of each of the directors and the secretary of theLLC ;(3) the registered office of theLLC ;(4) the authorised and issued share capital of theLLC ;(5) the principalBusiness activities of theLLC in the year in question;(6) theName andAddress of the auditor of theLLC ; and(7) any other information as may be prescribed by theCRO .Amended (as from 5th April 2015). Section 8: Section 8: Articles of Association
Article 49 - Standard articles of association
(1) TheCRO may from time to time prescribe a set of model articles of association (which shall be in the English language) to be known as the standardLLC articles of association.(2) If theCRO prescribes standard articles of association, anLLC may, by reference, adopt for its articles of association the whole of the standard articles of association or may, by reference, adopt for its articles of association the standard articles of association subject to such amendments as may be set out in its articles of association or may incorporate by reference in its articles of association such parts of the model articles of association as it shall deem fit.(3) If the standard articles of association are altered by theCRO , the alteration will not affect the articles of association of anLLC registered before the alteration takes effect.Article 50 - Alteration of articles of association
(1) AnLLC may bySpecial Resolution alter the provisions of its articles of association.(2) Alterations so made to the articles of association shall have effect from the time of the passing of theSpecial Resolution or such later time as shall be specified in it.(3) Any alteration to the articles of association must be registered on thePrescribed Form , accompanied by the payment of thePrescribed Fee , with theCRO within 21 days of theSpecial Resolution to alter it being passed by theMembers .Amended by QFCA RM2012-1 (as from 11th April 2012) Article 51 - Articles binding on LLC and Members
(1) Subject to the provisions of theseRegulations , the articles of association when registered with theCRO bind anLLC and itsMembers to the same extent as if they had been executed by theLLC and by eachMember , and contained covenants on the part of theLLC and eachMember to observe all the provisions of the articles of association.(2) AMember of anLLC is not bound by an alteration made in the articles of association after the date on which he became aMember , if and so far as the alteration:(A) requires him to take or subscribe for moreShares than the number held by him at the date on which the alteration is made; or(B) in any way increases his liability as at that date to contribute to theLLC's share capital or otherwise pay money to theLLC .(3) AnLLC shall, upon request by aMember , send suchMember a copy of its articles of association including all alterations thereto, subject to theMember paying the reasonable cost thereof.Section 9: Section 9: Directors and Secretary
Article 52 - Appointment of directors
(1) AnLLC shall have at least one director.(2) No person shall be a director who:(A) if an individual, is under the age of 18 years;(B) is disqualified from being a director in theQFC or in any other place;(C) is an undischarged bankrupt in any country; or(D) is aBody Corporate , unless—(i) theBody Corporate is anAuthorised Firm ; and(ii) theLLC is aCollective Investment Fund .(3) The first directors of anLLC shall be those named in the incorporation document and thereafter the directors, subject to the provisions of theseRegulations and any otherRegulations , shall be appointed and removed and shall hold and vacate office as provided in the articles of association of theLLC .(4) The particulars of each director appointed, removed or who resigns and any change in the particulars of the directors of anLLC from time to time, shall be registered with theCRO in thePrescribed Form and no later than 21 days after such change, together with payment of anyPrescribed Fee . For each director appointed these particulars shall include hisName , date of birth,Address , nationality, business occupation, any directorships held by him or which have been held by him within the last 5 years and shall be accompanied by or include a written declaration signed by the director that he is qualified to act as a director pursuant to theseRegulations .(5) The articles of association of anLLC may provide for a director to appoint an alternate to attend meetings in the absence of the director who appointed him and to vote in his place.Amended (as from 5th April 2015). Article 53 - Removal of directors
(1) Notwithstanding anything in its articles of association or in any agreement between theLLC and the director and without prejudice to any other power to remove a director which may exist apart from this Article 53, anLLC may byOrdinary Resolution at a general meeting remove a director before the expiration of his period of office, provided that notice of any such meeting shall be served on the director concerned not less than 21 days before the meeting and such director shall be entitled to be heard at such meeting.(2) The removal of a director from office by resolution of theMembers of theLLC under Article 53(1) shall be without prejudice to any rights of that director to compensation or damages in respect of the termination of his appointment as director.Article 54 - Powers of directors
The directors of an
LLC may collectively exercise all powers of theLLC in accordance with its articles of association, save to the extent that theseRegulations or any otherRegulations or any rules made by theQFC Authority or theLLC's articles of association require any such powers to be exercised by theMembers of theLLC .Article 55 - Duties of directors
(1) A director of anLLC owes a duty to theLLC to comply with the following provisions of this Article and shall, unless his failure to comply with any such duty shall be approved or ratified by anOrdinary Resolution of theLLC , be liable to compensate theLLC for any loss suffered by theLLC and to account to theLLC for any profit, gain or benefit obtained by the director in consequence of any such failure.(2) A director shall:(A) act honestly and in good faith with a view to the best interests of theLLC ;(B) act in accordance with the articles of association of theLLC and decisions of theLLC taken in accordance with theseRegulations and the articles of association and not delegate any of his powers or fail to exercise his independent judgement in relation to any exercise of his powers, except where authorised by theseRegulations or the articles of association or any such decisions;(C) exercise the care, diligence and skill that a reasonably prudent person with the knowledge, skill and experience which may reasonably be expected of a director in his position and any additional knowledge, skill and experience which he has would exercise in comparable circumstances;(D) not use for his own or anyone else's benefit any property or information of theLLC or any opportunity of theLLC of which he become aware in the performance of his functions as a director; and(E) not accept any benefit from a third party which is conferred because of his position as a director or by reason of his doing or not doing anything as a director, unless the benefit is incidental to the proper performance of his functions as a director or there is no real possibility of the benefit resulting in a conflict of interest on the part of the director.Article 56 - Directors' interests
(1) A director of anLLC who has a direct or indirect interest of which he is aware in a transaction entered into or proposed to be entered into by anLLC or by aSubsidiary of theLLC , shall disclose to the directors of theLLC the nature and extent of his interest.(2) The disclosure required under Article 56(1) shall be made as soon as practicable but no later than 10 days after the director becomes aware of the circumstances from which his duty to make the disclosure arises.(3) An interest solely through a holding of less than 10 percent of the shares in aBody Corporate listed on any stock exchange shall not constitute an interest requiring disclosure under this Article 56.(4) A notice in writing given to theLLC by a director (including a sole director) that he is to be regarded as interested in any transaction with a specified person and specifying the reason why he is to be regarded as so interested is sufficient disclosure of his interest in any such transaction entered into after the notice is given.(5) Where a director fails to disclose an interest of his under this Article 56 the director shall, unless the transaction is confirmed by anOrdinary Resolution at a general meeting of theLLC at which the nature of the director's interest in the transaction was properly disclosed, be liable to account to theLLC for any profit, gain or benefit obtained by the director in connection with the transaction.(6) A sole director of anLLC who is required by this Article 56 to disclose any interest shall record the nature and extent of his interest in writing in a register which shall be kept at theLLC's registered office and shall be made available there for inspection by anyMember and theLLC's auditor without charge during the office hours of theLLC .Amended (as from 5th April 2015). Article 57 - Prohibition of financial assistance to directors
(1) Without the consent of anyMember orMembers holding in the aggregate not less than 90 percent of the total voting rights of all theMembers having the right to vote at any meeting of theMembers it shall not be lawful for anLLC to make a loan or similar form of financial assistance to any person who is its director or a director of itsHolding Company , or to enter into any guarantee or provide security in connection with any financial assistance made to such person as aforesaid by any other person provided that nothing in this Article 57 shall apply to either:(A) subject to Article 57(2) to anything done to provide any such person as aforesaid with funds to meet expenditure incurred or to be incurred by him for the purposes of theLLC or for the purpose of enabling him properly to perform his duties as anOfficer of theLLC ;(B) in the case of anLLC whose ordinaryBusiness includes the lending of money or the giving of guarantees in connection with financial assistances made by other persons, to anything done by theLLC in the ordinary course of thatBusiness ; or(C) any financial assistance prescribed in rules made by theQFC Authority .(2) The proviso stated at Article 57(1)(A) shall not authorise the making of any financial assistance, or the entering into of any guarantee, or the provision of any security, except either:(A) with the prior agreement of theLLC given at a general meeting at which the purposes of the expenditure and the amount of the financial assistance or the extent of the guarantee or security, as the case may be, are disclosed; or(B) on condition that, if the approval of theLLC is not given as aforesaid at or before the next following annual general meeting, the financial assistance shall be repaid or the liability under the guarantee or security shall be discharged, as the case may be, within 6 months from the conclusion of that meeting.(3) Where the approval of theLLC is not given as required by any such condition, the directors authorising the making of the financial assistance, or entering into the guarantee, or the provision of security, shall be jointly and severally liable to indemnify theLLC against any loss arising therefrom.(4) For the purposes of this Article 57 a financial assistance shall not be deemed to have been made in the ordinary course ofBusiness of anLLC if it has not been made on normal commercial terms including in respect of interest rates, repayment terms and security.(5) Financial assistance shall be deemed to be financial assistance to a director if it is made to or in favour of:(A) a spouse or child of a director; or(B) aBody Corporate of which a director or his spouse or child (or any of them together) owns or controls directly or indirectly more than 20 percent of the share capital.Amended (as from 5th April 2015). Article 58 - Payment to directors for loss of office
(1) It is not lawful for anLLC to make to a director of theLLC any payment by way of compensation for loss of office, or as consideration for or in connection with his retirement from office, without particulars of the proposed payment (including its amount) being disclosed toMembers of theLLC and the proposal being approved byOrdinary Resolution . This Article 58 does not affect the ability of anLLC to pay compensation to a director in connection with the termination of his employment by theLLC .(2) Where a payment which is unlawful under this Article 58 is made to a director, he shall be liable to repay it to theLLC , unless and until the provisions of this Article are subsequently complied with.Article 59 - Validity of acts of director
The acts of a director are valid notwithstanding any defect that may afterwards be found in his appointment or qualification.
Article 60 - Appointment of secretary
(1) EveryLLC shall have at all times an appropriately qualified secretary.(2) The first secretary of anLLC shall be the person named in the incorporation document, and after that shall be any person appointed by the directors, including one of their number (except that a sole director cannot also be a secretary). A secretary may be removed by the directors of anLLC or may resign by the submission of a letter of resignation.(3) The particulars of each secretary appointed, removed or who resigns and any change in the particulars of the secretary of anLLC from time to time, shall be registered with theCRO in thePrescribed Form , together with payment of thePrescribed Fee , and within 21 days of such change. For each secretary appointed these particulars shall include hisName , date of birth,Address and nationality and in the case of aBody Corporate its name, registered number and registered office address.Amended (as from 5th April 2015). Article 61 - Exemption, indemnification and liability of Officers
(1) Subject to Article 61(2), anLLC may in its articles of association or in any contract or arrangement between theLLC and anyOfficer , or any person employed by theLLC as auditor, exempt suchOfficer or person from, or indemnify him in respect of any negligence, default, breach of duty or breach of trust of which theOfficer or person may be guilty in relation to theLLC or anySubsidiary thereof.(2) Any provision whether contained in the articles of association of theLLC or in any contract or arrangement between theLLC and anyOfficer , or any person employed by theLLC as auditor, exempting suchOfficer or person from, or indemnifying him against any liability which by virtue of any rule of law would otherwise attach to him in respect of any fraud or dishonesty of which he may be guilty in relation to theLLC shall be void provided that, notwithstanding anything in this Article 61 anLLC may, in pursuance of any such provision as aforesaid, indemnify any suchOfficer or auditor against any liability incurred by him in defending any proceedings, whether civil or criminal in which judgement is given in his favour or in which he is acquitted.Article 62 - Insurance of Officers
An
LLC may purchase and maintain insurance for the benefit of anyOfficer of theLLC against any liability incurred by him in his capacity as anOfficer of theLLC or indemnifying such anOfficer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which theOfficer may be guilty in relation to theLLC or anySubsidiary thereof and nothing in theseRegulations shall make any such policy void or voidable.Section 10: Section 10: Meetings and Resolutions
Article 63 - General meetings
(1) A meeting of theMembers of anLLC shall be convened at least once in every calendar year (save that provided anLLC shall hold its first annual general meeting within 18 months of its incorporation, it need not hold it in the calendar year of its incorporation or the following calendar year); this meeting shall be referred to as the annual general meeting.(2) The directors may, whenever they think fit, convene a general meeting of theMembers of anLLC or the holders of any class ofShares thereof; all meetings other than annual general meetings shall be called special general meetings.Article 64 - CRO's power to call meeting in default
(1) If a default is made in the holding of a general meeting in accordance with Article 63(1), theCRO may, on the application of anyOfficer orMember of theLLC , call or direct the calling of, a general meeting of theLLC .(2) TheLLC shall comply with any direction of theCRO made under Article 64(1).Article 65 - Requisition of general meetings
(1) Notwithstanding anything in its articles of association, the directors of anLLC shall, on requisition byMembers holding the requisiteShares , proceed to call a special general meeting or as the case may be a meeting of any class ofMembers of theLLC to be held as soon as practicable, but in any case not later than 3 months after the date of requisition.(2) For the purposes of Article 65(1) the "requisiteShares " means not less than 10 percent in nominal value of theShares which at the date of the requisition carry the right to vote at the meeting requisitioned.(3) The requisition shall state the objects of the meeting and must be signed by the requisitionists and be deposited at the registered office of theLLC marked for the attention of the directors. The requisition may consist of severalDocuments in like form signed by one or more requisitionists.(4) If the directors do not, within 21 days from the date of the deposit of the requisition proceed duly to convene a meeting, the requisitionists, or any of them representing more than 50 percent. of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of 3 months from the said date.(5) A meeting convened under this Article 65 shall be convened in the same manner, as nearly possible, as that in which meetings are to be convened by directors.(6) Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors to convene a meeting shall be repaid to the requisitionists by theLLC , and any sum so repaid shall be retained by theLLC out of any sums due or to become due from theLLC by way of fees or other remuneration in respect of their services to such directors as were in default.Amended (as from 5th April 2015). Article 66 - Notice of meetings
(1) Any general meeting of anLLC or a meeting of any class ofMembers of anLLC may, subject to any longer period of notice as may be required by its articles of association, be called by not less than 21 days notice in writing, inclusive of the day on which the notice is given.(2) If a meeting is called by shorter notice than that specified in Article 66(1), it shall be deemed to be duly called if it is so agreed by a majority in number of theMembers having a right to attend and vote at the meeting, together holding not less than 95 percent of the nominal value of theShares of theLLC giving a right to attend and vote at that meeting.(3) A notice of a general meeting of theLLC shall:(A) set out a time and place for the meeting;(B) set out in an agenda the nature of the business of the meeting;(C) if aSpecial Resolution is to be proposed at the meeting set out the intention to propose aSpecial Resolution and attach a copy of the proposedSpecial Resolution to the agenda; and(D) include a copy of any accounts or auditors report if the same is to be laid before the meeting.(4) The accidental omission to give notice of a meeting to, or the non-receipt of a notice of a meeting by, any persons entitled to receive notice shall not invalidate the proceedings of the meeting.Amended (as from 5th April 2015). Article 67 - General provisions as to meetings and votes
(1) The following provisions apply to any meeting of theLLC or of the holders of any class ofShares in theLLC insofar as the articles of association of theLLC do not make other provision in that behalf:(A) notice of every meeting shall be given to everyMember entitled to receive it by delivering it to his registered address, being his address recorded in the register ofMembers or such other address as theMember shall notify to theLLC for delivery of notices from time to time;(B) (save in the case of anLLC having a singleMember ) twoMembers personally present shall be a quorum;(C) anyMember elected by theMembers present at a meeting may be chairman of it; and(D) everyMember has one vote for everyShare held by him.(2) Notwithstanding any provision to the contrary in the articles of association of anLLC which has a singleMember , at any meeting thereof oneMember present in person or by proxy shall be a quorum.Amended (as from 5th April 2015). Article 68 - Proxies
(1) AMember of anLLC entitled to attend and vote at a meeting of it (including a meeting of holders of any class ofShares in it) is entitled to appoint another person (whether aMember or not) as his proxy to attend and vote instead of him and a proxy appointed to attend and vote instead of aMember has the same right as theMember to speak at the meeting.(2) In every notice calling a meeting of anLLC there shall appear with reasonable prominence a statement that aMember entitled to attend and vote is entitled to appoint a proxy or, where that is allowed, one or more proxies to attend and vote instead of him, and that a proxy need not also be aMember .(3) A provision contained in anLLC's articles of association is void insofar as it would have the effect of requiring the appointment of a proxy or anyDocument necessary to show the validity of, or otherwise relating to, the appointment of a proxy, to be received by theLLC or any other person more than 48 hours before a meeting or an adjourned meeting in order that the appointment may be effective.Article 69 - Right to demand a poll
(1) A provision contained in anLLC's articles of association is void insofar as it would have the effect either:(A) of excluding the right to demand a poll at a general meeting, or at a meeting of any class ofMembers , on a question other than the election of the chairman of the meeting or the adjournment of the meeting; or(B) of making ineffective a demand for a poll on any such question which is made either:(i) by not less than fiveMembers having the right to vote on the question;(ii) by aMember orMembers representing not less than 10 percent of the total voting rights of all theMembers having the right to vote on the question; or(iii) by aMember orMembers holding not less than 10 percent in nominal value of theShares in theLLC conferring a right to vote at the meeting.(2) The instrument appointing a proxy to vote at such a meeting is deemed also to confer authority to demand or join in demanding a poll; and for the purposes of Article 69(1) a demand by a person as proxy for aMember is the same as a demand by theMember .(3) On a poll taken at such a meeting, aMember entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.Amended (as from 5th April 2015). Article 70 - Representation of Entity at meetings
(1) AnEntity may:(A) if it is aMember of anLLC authorise such person as it thinks fit to act as its representative at any meeting of theLLC or at any meeting of any class ofMembers of theLLC ; and(B) if it is a creditor (including a holder of debentures), of anLLC , authorise such person as it thinks fit to act as its representative in any meeting of any creditors of theLLC held in pursuance of theseRegulations or any otherRegulations , or in pursuance of the provisions contained in any debenture or trust deed, as the case may be.(2) A person authorised as aforesaid shall be entitled to exercise the same powers on behalf of theEntity which it represents as thatEntity could exercise as if it were an individualMember , creditor or holder of debentures in theLLC .Article 71 - Circulation of Members' resolution
(1) Subject as provided in this Article, it shall be the duty of anLLC , on the requisition in writing of such number ofMembers as is herein after specified, at the expense of the requisitionists unless theLLC resolves otherwise:(A) to give theMembers of theLLC entitled to receive notice of the next annual general meeting notice of any resolution which may properly be moved and is intended to be moved at that meeting; and(B) to circulate toMembers entitled to have notice of any general meeting sent to them any statement of not more than one thousand words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting.(2) The number ofMembers necessary for requisition under Article 71(1) shall be:(A) either any number ofMembers representing not less than 5 percent. of the total voting rights of all theMembers having at the date of the requisition a right to vote at the meeting to which the requisition relates; or(B) not less than tenMembers .(3) Notice of any such intended resolution shall be given, and any such statement shall be circulated, to theMembers of theLLC entitled to have notice of the meeting sent to them by serving a copy of the resolution on each suchMember in any manner permitted for the service of notice of the meeting, and any notice of such resolution shall be given to any otherMember of theLLC by giving notice of the general effect of the resolution in any manner permitted for giving him notice of meetings of theLLC , provided that the copy shall be served, or notice to the effect of the resolution shall be given, as the case may be, in the same manner, and so far as practicable, at the same time as notice of the meeting and, where it is not practicable for it to be served or given at that time, it shall be served or given as soon as practicable thereafter.Amended (as from 5th April 2015). Article 72 - Conditions to be met before LLC bound to give notice of resolution
(1) AnLLC shall not be bound under Article 71 to give notice of any resolution or circulate any statement unless a copy of the requisition signed by the requisitionists, or two or more copies which between them containing the signatures of all the requisitionists, is deposited at the registered office of theLLC :(A) requiring notice of a resolution, not less than 21 days before the meeting; or(B) in the case of any other requisition, not less than one week before the meeting; andthere is deposited or tendered with the requisition a sum reasonably sufficient to meet theLLC's expenses in giving effect thereto.(2) Provided that if, after a copy of the requisition requiring notice of a resolution has been deposited at the registered office of theLLC , an annual general meeting is called for a date 21 days or less after the copy has been deposited, the copy though not deposited within the time required by this Article 72 shall be deemed to have been properly deposited for the purposes thereof.Article 73 - Resolutions in writing of Members
(1) Anything which may be done by any kind of resolution of a meeting of theMembers of anLLC , or any class thereof, may be effected, without a meeting and without any previous notice being required, by resolution in writing signed by all theMembers entitled at the date of the resolution to attend and vote at such a meeting.(2) Each of the signatures of such written resolution need not be on a singleDocument provided each is on aDocument which accurately states the terms of the resolution.(3) The date of the resolution means the date on which the resolution is signed by or on behalf of the lastMember to sign.(4) A written resolution signed in accordance with this Article is valid and effective as if it was passed at a general meeting of theMembers or at a meeting of the relevant class ofMembers of theLLC .Article 74 - Directors meetings and written resolutions
(1) Save in the case of anLLC with a sole director, meetings of the directors shall be held as often as is necessary for the conduct of the affairs of theLLC .(2) Subject as provided in the articles of association of theLLC , each director shall be entitled to one vote and decisions shall be made by majority vote.(3) A meeting of the directors of anLLC , or any committee thereof, may be effected by a resolution in writing signed by all the directors or all the members of the committee.Article 75 - Participation in meetings
Unless the articles of association of the
LLC provide otherwise, a meeting of directors or a committee of directors or of theMembers or any class thereof may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously, and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.Article 76 - Minutes
(1) EveryLLC shall cause minutes of all proceedings at general meetings, meetings of the holders of a class ofShares , meetings of its directors and committees of directors to be entered in books kept for that purpose.(2) Any such minute, if purporting to be signed by the chairman of the meeting at which the proceedings took place, or by the chairman of the next succeeding meeting, is evidence of the proceedings.(3) Where minutes have been made in accordance with this Article 76 then, until the contrary is proved, the meeting is deemed duly held and convened, and all proceedings which took place at the meeting to have duly taken place.(4) Where a decision of theMembers , or any class thereof, or of the directors, is effected by a resolution in writing or decision of a soleMember or director in accordance with theseRegulations , theLLC shall cause a record of the resolution or decision and of the signatures thereon to be entered in the relevant minute book in the same way as minutes of the proceedings at the relevant type of meeting.(5) The books containing the minutes of a general meeting or of a meeting of the holders of a class ofShares or a meeting of the directors shall be kept at theLLC's registered office, and shall during business hours be open to examination by aMember without charge.Article 77 - Filing of resolutions
(1) A copy of every resolution or agreement to which this Article 77 applies shall within 21 days after it is passed or made, be registered with theCRO on thePrescribed Form .(2) This Article applies to:(A)Special Resolutions of anLLC ;(B) a resolution of anLLC removing a director from office;(C) resolutions of theMembers of anLLC or resolutions of a soleMember to the extent that these would have beenSpecial Resolutions if passed at a general meeting;(D) a resolution approving the purchase of anLLC's ownShares ;(E) aSpecial Resolution approving a reduction of share capital of anLLC ; and(F) a resolution removing an auditor of anLLC from office.Amended (as from 5th April 2015). Article 78 - Recording of decisions by sole Member
(1) If:(A) anLLC has only oneMember ;(B) theMember takes a decision which may be taken by theLLC in general meeting and has effect as if agreed by theLLC in general meeting; and(C) the decision is not taken by way of resolution in writingtheMember shall provide theLLC with a record in writing of the decision.(2) Failure to comply with Article 78(1) shall not affect the validity of the decision.Section 11: Section 11: Accounting and Audit Requirements
Article 79 - Maintenance of Accounting Records
Every
LLC shall keep proper accountingRecords with respect to all sums of money received and expended by theLLC and all sales and purchases of goods and services and other transactions by theLLC and the assets andLiabilities of theLLC . Such accountingRecords , shall be sufficient to show and explain all transactions by theLLC and must be such as to:(1) disclose with reasonable accuracy the financial position of theLLC at any time; and(2) enable the directors to ensure that any accounts prepared by theLLC comply with the requirements of theseRegulations .Article 80 - Location of Accounting Records
(1) TheLLC's accountingRecords shall be:(A) kept at theLLC's registered office;(B) preserved by theLLC for at least 6 years from the date to which they relate; and(C) at all reasonable times be open to inspection by the directors and auditor of theLLC .(2) If anLLC fails to comply with Article 79 and Article 80(1), theLLC and everyOfficer is in contravention of theseRegulations .Amended (as from 5th April 2015). Article 81 - Financial year of an LLC
(1) The first financial year of anLLC starts from the day on which it is incorporated and lasts for the period ending on the financial year end date specified in the incorporation document falling not less than 6 months and not more than 18 months after incorporation of theLLC .(2) The second and any subsequent financial year shall start with the day immediately following the end of theLLC's previous financial year and end on the financial year end date in the next calendar year.(3) AnLLC may by notice in thePrescribed Form given to theCRO specify a new financial year end date having effect in relation to:(A) theLLC's current financial year and subsequent financial years; or(B) theLLC's previous financial year and all financial years subsequent to that previous financial yearwhere, anLLC's "previous financial year" means that year immediately preceding its current financial year.(4) The notice shall state whether the current or previous financial year:(A) is to be shortened, so as to come to an end on the first occasion on which the new financial year end date falls or fell after the beginning of the financial year; or(B) is to be extended, so as to come to an end on the second occasion on which that date falls or fell after the beginning of the year.(5) A notice under Article 81(3), stating that the current or previous financial year is to be extended is ineffective, if given less than 5 years after the end of an earlier financial year of theLLC which was extended by virtue of this Article.(6) A notice under Article 81(3) may not be given in respect of a previous financial year if the period allowed for laying and delivering accounts in relation to that year has already expired.(7) AnLLC's financial year shall not, in any case, be extended so as to exceed 18 months and a notice under Article 81(3) is ineffective if the current or previous financial year as extended in accordance with the notice would exceed that limit.Amended (as from 5th April 2015). Article 82 - LLC accounts
(1) The directors of everyLLC shall cause accounts to be prepared in relation to each financial year of theLLC which shall be in the English language and shall comprise or include:(A) financial statements set out in accordance withIFRS ,UK GAAP ,US GAAP or such other accounting principles and standards as may be prescribed in rules made by theQFC Authority ; and(B) such further information as may be required by theseRegulations , any rules made by theQFC Authority and theLLC's articles of association.(2) The accounts shall be prepared in accordance with accounting principles and standards prescribed in rules made by theQFC Authority and comply with any other requirements of theseRegulations or any rules made by theQFC Authority . The accounts shall show a true and fair view of the profit or loss of theLLC for the financial year in question and of the state of theLLC's affairs at the end of such financial year.(3) TheLLC's accounts shall be approved by the directors and signed on their behalf by at least one of their number.(4) Within 4 months of the end of the financial year the accounts for that year shall be:(A) prepared and approved by the directors;(B) examined and reported on by theLLC's auditors in accordance with theseRegulations and any rules made by theQFC Authority , such auditors' report to be written in the English language; and(C) laid before a meeting of theMembers together with a copy of the auditors' report.(5) TheLLC shall file with theCRO within 21 days after the meeting of theMembers before which the accounts and auditor's report were laid, a copy of the accounts and auditor's report.(6) In this Section 11, reference to "accounts" are to those accounts prepared in accordance with this Article.(7) This Article does not apply to anLLC that is aCollective Investment Fund .Amended (as from 5th April 2015). Article 83 - Provision of copy of accounts to Members
(1) AnyMember of anLLC is entitled, on demand and without charge, to be furnished with a copy of theLLC's latest audited accounts and auditor's report.(2) AnLLC shall comply with such a request within 7 days.(3) If anLLC fails to comply with Article 83(2), theLLC and everyOfficer is in contravention of theseRegulations .Amended (as from 5th April 2015). Article 84 - Publication of accounts
Any accounts published by an
LLC must be audited and a copy of the auditors' report must accompany the published accounts.Article 85 - Qualification of auditor
(1) AnLLC's auditor shall be an individual auditor or firm of auditors qualified to act as auditors in theQFC and approved by theQFC Authority to act as auditors forLLCs and otherCompanies and otherEntities incorporated or registered in theQFC and entered in a register of approved auditors which shall be maintained by theCRO .(2) An auditor shall be regarded as qualified and approved by theQFC Authority to act as an auditor in theQFC and shall be entitled to be entered in the register maintained by theCRO if that auditor meets the criteria for approval set out in rules made by theQFC Authority .(3) Entry of an auditor or firm of auditors in the register of auditors shall be without prejudice to any rules concerning auditors made by theRegulatory Authority pursuant to theFinancial Services Regulations .Article 86 - Appointment and removal of auditor
(1) AnLLC shall appoint one or more auditors or a firm of auditors who shall examine and report on theLLC's accounts in accordance with theseRegulations . Except as provided for in Article 86(6) and Article 88(4) theLLC shall give notice in writing to theCRO within 21 days of the first appointment and any subsequent change in auditor on thePrescribed Form together with thePrescribed Fee .(2) No person shall be appointed as auditor of anLLC who is anOfficer or employee of thatLLC or of anAffiliated Company or who is a partner, employer or employee of any suchOfficer or employee.(3) The directors of anLLC shall appoint the auditor of thatLLC for its first financial year. In subsequent financial years, anLLC shall at its annual general meeting appoint an auditor to hold office from the conclusion of that meeting to the conclusion of the next annual general meeting. The directors or theMembers of theLLC in general meeting may fill any vacancy in the office of auditor. While such a vacancy continues, any surviving or continuing auditor may continue to act.(4) Where for any reason no auditor is appointed, theCRO may, on the application of anyMember , appoint one or more auditors to hold office until the close of the next annual general meeting.(5) Notwithstanding any agreement but without prejudice to the auditors' rights to compensation or damages, any auditor of anLLC may be removed by anOrdinary Resolution .(6) TheLLC shall as soon as reasonably practicable and in any event not later than 5 days after the passing of theOrdinary Resolution referred to in Article 86(5) file a copy of theOrdinary Resolution with theCRO in thePrescribed Form together with thePrescribed Fee and if anAuthorised Firm with theRegulatory Authority .Amended (as from 5th April 2015). Article 87 - Remuneration of auditor
(1) The remuneration of an auditor of anLLC appointed by theMembers shall be fixed by theMembers in general meeting or by the directors, if they are authorised to do so by theMembers , and the remuneration of the auditor appointed by the directors shall be fixed by the directors.(2) Where one or more auditors are appointed by theCRO under Article 86, theCRO shall also fix the remuneration to be paid by theLLC for its or their services.(3) There shall be stated in a note to anLLC's audited accounts the amount of the remuneration of theLLC's auditors in their capacity as such.Article 88 - Resignation of an auditor
(1) An auditor of anLLC may resign from office by depositing a notice in writing to that effect at theLLC's registered office, and any such notice operates to bring his term of office to an end on the date on which the notice is deposited, or on such later date as may be specified in it.(2) When an auditor ceases for any reason to hold office the auditor shall deposit at theLLC's registered office:(A) a statement of any circumstances connected with his ceasing to hold office which he considers should be brought to the notice of theMembers or creditors of theLLC ; or(B) if he considers that there are no such circumstances a statement that there are none.(3) Where a statement under this Article 88 falls within Article 88(2)(A), theLLC shall within 21 days send a copy of the statement to each director andMember of theLLC .(4) TheLLC shall as soon as reasonably practicable and in any event not later than 5 days after the deposit of notice of resignation at its registered office file a copy of the notice with theCRO in thePrescribed Form together with thePrescribed Fee and if anAuthorised Firm with theRegulatory Authority .Amended (as from 5th April 2015). Article 89 - Auditor's report to LLC
(1) AnLLC's auditor shall make a report to theLLC's Members on the accounts examined by the auditor.(2) The auditor's report shall state:(A) whether in the auditor's opinion the accounts have been properly prepared in accordance with theseRegulations ;(B) in particular, whether the accounts have been prepared in accordance with accounting principles and standards referred to in Article 82(2); and(C) any other matter or opinion required under theseRegulations or rules made by theRegulatory Authority under theFinancial Services Regulations .Article 90 - Powers and duties of auditor
(1) AnLLC's auditor shall, in preparing a report in relation to the accounts of theLLC , carry out such investigations as will enable the auditor to form an opinion as to the following matters:(A) whether proper accountingRecords have been kept by theCompany and proper returns adequate for the audit have been received from offices or branches of theLLC not visited by the auditor;(B) whether theLLC's accounts are in agreement with such accountingRecords and returns; and(C) whether theLLC's accounts have been prepared in compliance with applicable accounting principles and standards.(2) If the auditor is of the opinion that proper accountingRecords have not been kept, or that proper returns adequate for the audit have not been received from offices or branches not visited by the auditor, or if the accounts are not in agreement with the accountingRecords and returns, or that the accounts do not comply with accounting principles and standards, the auditor shall state that fact in his report under Article 89.(3) The auditor shall have a right of access at all reasonable times to anLLC's accounting and other books andRecords and is entitled to require from anLLC's Officers such information or explanation that the auditor considers necessary for the performance of his duties.(4) If the auditor fails to obtain all the information and explanations which, to the best of the auditor's knowledge and belief, are necessary for the purposes of the audit, the auditor shall state that fact in his report under Article 89.(5) Every auditor is entitled to receive notice of, and attend, any meeting ofMembers and to be heard on any part of the business of the meeting which concerns the auditor.Article 91 - Auditor's right to information
An
LLC , and anyMember ,Officer , employee or agent of theLLC , shall not knowingly or recklessly make to theLLC's auditor a statement (whether written or oral) which conveys or purports to convey any information or explanation which the auditor requires, or is entitled to require, as auditor of theLLC and is false, misleading or deceptive in a material particular.Article 92 - Obstruction of auditor
(1) AnLLC , or anyOfficer of anLLC , or any person acting under the direction or authority of such anLLC orOfficer , shall not engage in conduct, including without limitation the:(A) destruction or concealment ofDocuments ;(B) coercion, manipulation, misleading, or influencing of the auditor;(C) failure to provide access to information orDocuments specified by the auditor; or(D) failure to give any information or explanation which the person is able to givewhere theLLC ,Officer or other person knows or ought to have known that such conduct could, if successful, have the effect referred to in Article 92(2).(2) For the purposes of Article 92(1), the effect referred to in this paragraph is:(A) to obstruct the auditor in the exercise of any powers under this Part 3; or(B) to result in the rendering of the accounts of theLLC or the auditor's report materially misleading.Part 3A: Companies Limited by Guarantee
Section 1: Establishment and Corporate Capacity
Article 92A - Companies Limited by Guarantee
(1) A form of legal entity known as aCompany limited by guarantee ("LLC(G)") may be incorporated in theQFC .(2) An LLC(G) is aCompany which is formed by being incorporated under Part 3A of theseRegulations .(3) ACompany cannot be formed as, or become, an LLC(G) with a share capital.Inserted (as from 5th April 2015). Article 92B - Corporate capacity
(1) An LLC(G) has separate legal personality from itsMembers whose liability shall be limited to such amount as theMembers undertake to contribute to the assets of the LLC(G) in the event of its being wound up.(2) The QFCA may prescribe by Rules the terms and the minimum value of any undertaking to be given byMembers , or any class ofMembers .(3) An LLC(G) has the capacity, rights and privileges of a natural person and, without limitation, may enter into contracts, sue and be sued and own assets of all types.(4) In favour of a person who in good faith is a party to any transaction or other act to which the LLC(G) is party, the power of the directors of an LLC(G) to bind the LLC(G), or authorise others to do so, shall be deemed free of any limitation under the LLC(G)'s articles of association.(5) A contract may be made, varied or discharged on behalf of an LLC(G), by any person acting under its authority, express or implied.(6) ADocument is executed by an LLC(G) if signed by two directors, or one director and the secretary of an LLC(G), and expressed (in whatever form of words) to be executed by the LLC(G).Inserted (as from 5th April 2015). Article 92C - Transactions entered into prior to corporate existence
Article 16 shall apply to an LLC(G) save that references therein to a Limited Liability
Company or LLC shall be taken as references to an LLC(G).Inserted (as from 5th April 2015). Section 2: Section 2: Incorporation and Registration
Article 92D - Incorporation of an LLC(G)
(1) Any one or more persons may apply for the incorporation of an LLC(G) for the purpose of carrying on activities in or from theQFC by signing and filing with theCRO an incorporation document together with thePrescribed Fee and otherwise complying with the requirements of theseRegulations in respect of registration.(2) ThePrescribed Form and incorporation document filed with theCRO shall set out or have attached thereto:(A) the name of the LLC(G) which must comply with Article 36 of theseRegulations ;(B) the nature of the activities to be conducted by the LLC(G) and it shall be sufficient to state that, subject to the terms of its licence, the purpose of the LLC(G) is to engage in any lawful act or activity for which an LLC(G)s may be incorporated under theQFC Law andRegulations ;(C) the address of the registered office of the LLC(G), which shall be in theQFC ;(D) the date of the financial year end of the LLC(G);(E) the fullName andAddress of each of the incorporators of the LLC(G);(F) a statement of the fact that the liability of theMembers is to be limited by guarantee;(G) a statement of guarantee, which must:—(1) contain such information as may be prescribed for the purpose of identifying the subscribers to the memorandum of association;(2) state that eachMember undertakes that, if the LLC(G) is wound up while he is aMember or within 1 year after he ceases to be aMember , he will contribute to the assets of the LLC(G) such amount as may be required for:-(a) payment of the debts and liabilities of the LLC(G) contracted before he ceases to be aMember ;(b) payment of the costs, charges and expenses of winding up; and(c) adjustment of the rights of the contributories among themselves not exceeding a specified amount;(3) state that eachMember's undertaking is governed by and shall be construed in accordance with theQFC Law andRegulations ; and.(4) state that theMembers submit all disputes arising out of or in connection with their undertaking to the exclusive jurisdiction of theQFC Civil and Commercial Court .(H) the full name, address, date of birth, nationality, Business occupation and any directorships held within the last 5 years of all the persons who are to be the first directors of the LLC(G) together with a declaration that each of them is qualified to act as a director or secretary of an LLC(G) pursuant to theseRegulations ;(I) the fullName ,Address , date of birth and nationality of the person who is the first secretary of the LLC(G);(J) the LLC(G)'s articles of association, signed by the incorporators, setting out the rules for the internal governance of the LLC(G) which shall comply with theseRegulations ; and(K) such other particulars as theCRO may require from time to time.(3) The incorporation document and all other documentation required to be submitted to theCRO shall be in English and shall be in such form as theCRO may prescribe or approve from time to time.Inserted (as from 5th April 2015). Article 92E - Registration
(1) No LLC(G) shall be incorporated without the consent of theCRO .(2) On incorporation theCRO shall:(A) give a certificate that the LLC(G) is incorporated as an LLC(G)with theName specified in the certificate and with effect from the date of the certificate;(B) allocate to the LLC(G) a number, which shall be the LLC(G)'s registered number; and(C) enter theName and registered number of the LLC(G) in the index ofName s and registered numbers maintained by theCRO under theseRegulations .(3) A certificate of incorporation shall be conclusive evidence that the LLC(G) is incorporated with theName specified in it and that the requirements of theseRegulations have been complied with in respect of the incorporation and registration of the LLC(G) and thereafter no defect in the process prior to the incorporation thereof shall affect the validity of its incorporation.(4) From the date of incorporation, the LLC(G) shall be aBody Corporate having theName contained in the certificate of incorporation and is capable forthwith of exercising all the functions of an incorporated LLC(G).(5) A decision of theCRO refusing to issue a certificate of incorporation may be reviewed consistent with any applicable standards and procedures issued by theQFC Authority for such purpose.Inserted (as from 5th April 2015). Section 3: Section 3: Members
Article 92F - Members
(1) The incorporators of an LLC(G) are deemed to have agreed to becomeMembers of the LLC(G) by signing the incorporationDocument and on incorporation shall be entered as such in the LLC(G)'s register ofMembers (other than any who have died or been dissolved).(2) Every other person who agrees to become a Member of the LLC(G) and whoseName is entered in the register ofMembers , is aMember of the LLC(G).(3) A person may cease to be aMember of an LLC(G) (as well as by death or dissolution) in accordance with the articles of association of the LLC(G).(4) AMember of an LLC(G) can be of any nationality and either a natural person or aBody Corporate .(5) The minimum number ofMembers of an LLC(G) is one.(6) Every LLC(G) shall keep a register ofMembers , together with:(A) theName andAddress of theMembers ;(B) the date on which each person was registered as aMember ;(C) the date at which any person ceased to be aMember ; and(D) in the case of an LLC(G) with different classes ofMember , a statement of the class to which eachMember belongs.Inserted (as from 5th April 2015). Article 92G - Rectification of register of Members
(1) If:(A) theName of a person is, without sufficient reason, not entered in or omitted from an LLC(G)'s register ofMembers ; or(B) there is a failure or unnecessary delay in entering on the register the fact of a person having ceased to be aMember a person aggrieved or aMember of the LLC(G), may apply to theCRO for rectification of the register.(2) TheCRO may refuse the application or may order rectification of the register.(3) Whether or not theCRO exercises its power under Article 92G (2), theQFC Civil and Commercial Court may make one or more of the following orders:(A) on application of theCRO , an order enforcing any orders made by it under this Article 92G;(B) on application of a person aggrieved or aMember of the LLC(G), an order directing theCRO to, or not to order the rectification of the register or to do any act or thing; or(C) on application of a person aggrieved, an order requiring the LLC(G) to pay damages or to do any act or thing.Inserted (as from 5th April 2015). Section 4: Section 4: Names and Change of Names
Article 92H - Registration of Name
(1) The name of an LLC(G) must:(A) be written using letters of the English alphabet or such other characters acceptable to theCRO ; and(B) end with:(i) the expression "Limited Liability Company (Guarantee)"; or(ii) the expression "Company Limited by Guarantee"; or(iii) the abbreviation "llc(g)" or "LLC(G)".(2) An LLC(G) shall not be registered by a name:(A) which includes, other than at the end of the name, either the expression "Limited Liability Company (Guarantee)", Company Limited by Guarantee or either of the abbreviations "llc(g)" or LLC(G)";(B) which is the same as a name appearing on the index of names maintained by theCRO or by the Ministry of Economy and Commerce of the State; or(C) which in the opinion of theCRO is offensive or otherwise undesirable.(3) Except with the approval of theCRO , an LLC(G) shall not be registered by a name which in the opinion of theCRO would be likely to give the impression that it is connected in anyway with theState .Inserted (as from 5th April 2015). Article 92I - Change of name and similarity of names
Articles 37 to 39 and 41 shall apply to an LLC(G) save that references therein to a Limited Liability Company orLLC shall be taken as references to an LLC(G).Inserted (as from 5th April 2015). Article 92J - Improper use of "Limited Liability Company (Guarantee)", "Company Limited By Guarantee" or "LLC(G)"
(1) a person, other than an LLC (G), is in breach of theseRegulations if it carries on any activities under aName or title which includes in the last words:(A) the expression "Limited Liability Company (Guarantee)", "Company Limited by Guarantee" or "LLC(G)"; or(B) any contraction or imitation of that expressionInserted (as from 5th April 2015). Section 5: Section 5: Registered Office and Support Services Provider
Article 92K - Situation of registered office
(1) An LLC(G) shall:—(A) at all times have a registered office situated in theQFC ; and(B) carry on its activities at or from the registered office unless theQFC Authority permits such activities to be carried on at or from another place within theQFC .(2) On the incorporation of an LLC(G) the situation of its registered office shall be that stated in the incorporationDocument .(3) ADocument may be served on an LLC(G) by leaving it at, or sending it by hand to the registered office of the LLC(G).(4) The requirements in 92K(1) may be waived by theCRO in its absolute discretion in such circumstances and on such terms as it sees fit.Inserted (as from 5th April 2015). Article 92L - Change of registered office
Article 43 shall apply to an LLC(G) save that references therein to a Limited Liability Company or
LLC shall be taken as references to an LLC(G).Inserted (as from 5th April 2015). Article 92M - Support Services Provider
(1) An LLC(G), with the approval of theQFC Authority , may appoint aSupport Services Provider to provide it with the following services:(A) management and administrative services;(B) services as a registered agent, director or similar officer;(C) provision of a registered office, place of activity orAddress ; and(D) such other services as may be prescribed from time to time by theQFC Authority .(2) For the purposes of Article 92L of theseRegulations :(A) where theSupport Services Provider of the LLC(G) has a registered office in theQFC , the LLC(G) may use that office as its registered office;(B) where theSupport Services Provider of the LLC(G) does not have a registered office in theQFC , the LLC(G) must itself maintain such an office in theQFC and will be considered to be carrying on its principal activity at that office irrespective of the location of itsSupport Services Provider .(3) Where an LLC(G) elects to appoint aSupport Services Provider , it must notify theCRO , using thePrescribed Form and paying thePrescribed Fee , of any changes concerning itsSupport Services Provider .Inserted (as from 5th April 2015). Section 6: Section 6: Formalities of Carrying on Activities
Article 92N - Requirement to keep internal Company registers
(1) Every LLC(G) shall keep the following internal registers at its registered office address:(A) Register ofMembers as provided for in Article 19(6);(B) Register of directors and secretary, includingName ,Address , nationality, date of birth andBusiness occupation;(C) A copy of the statement of guarantee.(2) AnyMember may without charge, and any other person may upon payment of any reasonable fee required by the LLC(G), visit the registered office during the office hours of the LLC(G) in order to inspect the registers referred to in Article 92N(1).Inserted (as from 5th April 2015). Article 92O - Name to appear outside place of activities
(1) Every LLC(G) shall paint or affix, and keep painted or affixed, its name on the outside of every office or place in which its activities are carried on, in a conspicuous position and in letters easily legible.(2) If an LLC(G) does not paint or affix, and keep painted or affixed, its name as required above, the LLC(G) and everyOfficer of it who is in default is in contravention of theseRegulations .(3) The requirement in Article 92O(1) may be waived by theCRO in its absolute discretion in such circumstances and on such terms as it sees fit.Inserted (as from 5th April 2015). Article 92P - Disclosures required of an LLC(G) in the use of its Name
Article 46 shall apply to an LLC(G) save that references therein to a Limited Liability Company or
LLC shall be taken as references to an LLC(G) and reference toBusiness shall be taken as reference to activities.Inserted (as from 5th April 2015). Section 7: Section 7: Annual Return
Article 92Q - Duty to deliver annual returns
(1) Every LLC(G) shall deliver to theCRO successive annual returns each of which is made up to a date not later than the date which is from time to time the "return date" of the LLC(G), that is:(A) the anniversary of the incorporation of the LLC(G); or(B) if the last return delivered by the LLC(G) in accordance with this Article 92Q was made up to a different date, the anniversary of that date.(2) Each annual return shall:(A) be in thePrescribed Form ;(B) contain the information required by Article 92R;(C) be signed by a director or secretary of the LLC(G); and(D) be delivered to theCRO together with payment of thePrescribed Fee .(3) If an LLC(G) fails to deliver an annual return in accordance with this Article 92Q before the end of the period of 28 days after the return date, the LLC(G) shall be in contravention of theseRegulations . The contravention continues until such time as an annual return made up to that return date and complying with the requirements of Article 92Q(2) (except as to date of delivery) is delivered by the LLC(G) to theCRO .(4) Where an LLC(G) is in contravention of theseRegulations under Article 92Q(3) every director of the LLC(G) is similarly liable unless he shows that he took all reasonable steps to avoid the commission of or the continuance of the contravention of theseRegulations .Inserted (as from 5th April 2015). Article 92R - Contents of annual return
Every annual return of an LLC(G) shall state the date to which it is made up and shall contain the following information:
(1) In respect of each class ofMembers , theName andAddress of eachMember of the LLC(G) and the amount of the undertaking provided by suchMember ;(2) theName ,Address , nationality, date of birth andBusiness occupation of each of the directors and the secretary of the LLC(G);(3) the registered office of the LLC(G);(4) the principal activities of the LLC(G) in the year in question; and(5) any other information as may be prescribed by theCRO .Inserted (as from 5th April 2015). Section 8: Section 8: Articles of Association
Article 92S - Standard articles of association
(1) The articles of association of an LLC(G) must(A) provide that the LLC(G) shall not carry on any activities of the type described in Paragraphs 1 to 9 of Schedule 3 to theQFC Law in or from theQFC by way ofBusiness pursuant to the relevant provisions of the FSR; and(B) contain any further statement as to the activities of the LLC(G) as theCRO may require in its absolute discretion.(2) TheCRO may from time to time prescribe a set of model articles of association (which shall be in the English language) to be known as the standard LLC(G) articles of association.(3) If theCRO prescribes standard articles of association, an LLC(G) may subject to Article 92S(1) of theseRegulations , by reference, adopt for its articles of association the whole of the standard articles of association or may, by reference, adopt for its articles of association the standard articles of association subject to such amendments as may be set out in its articles of association or may incorporate by reference in its articles of association such parts of the model articles of association as it shall deem fit.(4) If the standard articles of association are altered by theCRO , the alteration will not affect the articles of association of an LLC(G) registered before the alteration takes effect.Inserted (as from 5th April 2015). Article 92T - Alteration of articles of association
(1) An LLC(G) may bySpecial Resolution alter the provisions of its articles of association, provided that such amended articles of association continue to comply with Article 92S(1).(2) Alterations so made to the articles of association shall have effect from the time of the passing of theSpecial Resolution or such later time as shall be specified in it.(3) Any alteration to the articles of association must be registered on thePrescribed Form , accompanied by the payment of thePrescribed Fee , with theCRO within 21 days of theSpecial Resolution to alter it being passed by theMembers .Inserted (as from 5th April 2015). Article 92U - Articles binding on LLC(G) and Members
(1) Subject to the provisions of theseRegulations , the articles of association when registered with theCRO bind an LLC(G) and itsMembers to the same extent as if they had been executed by the LLC(G) and by eachMember , and contained covenants on the part of the LLC(G) and eachMember to observe all the provisions of the articles of association.(2) AMember of an LLC(G) is not bound by an alteration made in the articles of association after the date on which he became aMember , if and so far as the alteration would in any way increase his liability as at that date under his undertaking to the LLC(G) or otherwise require him to pay money to the LLC(G), save where theMember agrees in writing, either before or after the alteration is made, to be bound by the alteration.(3) An LLC(G) shall, upon request by aMember , send suchMember a copy of its articles of association including all alterations thereto, subject to theMember paying the reasonable cost thereof.Inserted (as from 5th April 2015). Section 9: Section 9: Directors and Secretary
Article 92V - Directors and Secretary of an LLC(G)
Articles 52 to 56 and 58 to 62 shall apply to an LLC(G) save that references therein to a Limited Liability Company or
LLC shall be taken as references to an LLC(G).Inserted (as from 5th April 2015). Article 92W - Prohibition of financial assistance to directors
(1) It shall not be lawful for an LLC(G) to make a loan or similar form of financial assistance to any person who is its director or a director of itsHolding Company , or to enter into any guarantee or provide security in connection with any financial assistance made to such person as aforesaid by any other person, provided that nothing in this Article 92W shall apply to anything done to provide any such person as aforesaid with funds to meet expenditure incurred or to be incurred by him for the purposes of the LLC(G) or for the purpose of enabling him properly to perform his duties as anOfficer of the LLC(G).(2) Financial assistance shall be deemed to be financial assistance to a director if it is made to or in favour of:(A) a spouse or child of a director; or(B) aBody Corporate of which a director or his spouse or child (or any of them together) owns or controls directly or indirectly more than 20 percent of the share capital.Inserted (as from 5th April 2015). Section 10: Section 10: Meetings and Resolutions
Article 92X - Notice of meetings
(1) Any general meeting of an LLC(G) or a meeting of any class ofMembers of an LLC(G) may, subject to any longer period of notice as may be required by its articles of association, be called by not less than 21 days' notice in writing, inclusive of the day on which the notice is given.(2) If a meeting is called by shorter notice than that specified in Article 92X(1), it shall be deemed to be duly called if it is so agreed by a majority in number of theMembers having a right to attend and vote at the meeting.(3) A notice of a general meeting of the LLC(G) shall:(A) set out a time and place for the meeting;(B) set out in an agenda the nature of the business of the meeting;(C) if aSpecial Resolution is to be proposed at the meeting set out the intention to propose aSpecial Resolution and attach a copy of the proposedSpecial Resolution to the agenda; and(D) include a copy of any accounts or auditors report if the same is to be laid before the meeting.(4) The accidental omission to give notice of a meeting to, or the non-receipt of a notice of a meeting by, any persons entitled to receive notice shall not invalidate the proceedings of the meeting.Inserted (as from 5th April 2015). Article 92Y - General provisions as to meetings and votes
(1) The following provisions apply to any meeting of the LLC(G) or of any particular class of theMembers of the LLC(G) insofar as the articles of association of the LLC(G) do not make other provision in that behalf:(A) notice of every meeting shall be given to everyMember entitled to receive it by delivering it to his registeredAddress , be it hisAddress recorded in the register ofMembers or such otherAddress as theMembers shall notify to the LLC(G) for delivery of notices from time to time;(B) (save in the case of an LLC(G) having a singleMember ) twoMembers personally present shall be a quorum;(C) anyMember elected by theMembers present at a meeting may be chairman of it; and(D) everyMember has one vote.(2) Notwithstanding any provision to the contrary in the articles of association of an LLC(G) which has a singleMember , at any meeting thereof oneMember present in person or by proxy shall be a quorum.Inserted (as from 5th April 2015). Article 92Z - Proxies
(1) AMember of an LLC(G) entitled to attend and vote at its meeting of it is entitled to appoint another person (whether aMember or not) as his proxy to attend and vote instead. A Proxy appointed to attend and vote instead of aMember has the same right as theMember to speak at the meeting.(2) In every notice calling a meeting of an LLC(G) there shall appear with reasonable prominence a statement that aMember entitled to attend and vote is entitled to appoint a proxy or, where that is allowed, one or more proxies to attend and vote instead of him, and that a proxy need not also be aMember .(3) A provision contained in an LLC(G)'s articles of association is void insofar as it would have the effect of requiring the appointment of a proxy or anyDocument necessary to show the validity of, or otherwise relating to, the appointment of a proxy, to be received by the LLC(G) or any other person more than 48 hours before a meeting or an adjourned meeting in order that the appointment may be effective.Inserted (as from 5th April 2015). Article 92AA - Representation of Entity at meetings
(1) AnEntity may:(A) if it is aMember of an LLC(G) authorise such person as it thinks fit to act as its representative at any meeting of the LLC(G) or at any meeting of any class ofMembers of the LLC(G); and(B) if it is a creditor, of an LLC(G), authorise such person as it thinks fit to act as its representative in any meeting of any creditors of the LLC(G) held in pursuance of theseRegulations or any otherRegulations .(2) A person authorised as aforesaid shall be entitled to exercise the same powers on behalf of theEntity which it represents as thatEntity could exercise as if it were an individualMember , or creditor of the LLC(G).Inserted (as from 5th April 2015). Article 92BB - Resolutions in writing of Members
Article 73 shall apply to an LLC(G) save that references therein to a Limited Liability Company or
LLC shall be taken as references to an LLC(G).Inserted (as from 5th April 2015). Article 92CC - Directors meetings and written resolutions
Article 74 shall apply to an LLC(G) save that references therein to a Limited Liability Company or
LLC shall be taken as references to an LLC(G).Inserted (as from 5th April 2015). Article 92DD - Participation in meetings
Article 75 shall apply to an LLC(G) save that references therein to a Limited Liability Company or
LLC shall be taken as references to an LLC(G).Inserted (as from 5th April 2015). Article 92EE - Minutes
(1) Every LLC(G) shall cause minutes of all proceedings at general meetings, meetings of its directors and committees of directors to be entered in books kept for that purpose.(2) Any such minute, if purporting to be signed by the chairman of the meeting at which the proceedings took place, or by the chairman of the next succeeding meeting, is evidence of the proceedings.(3) Where minutes have been made in accordance with this Article 92EE then, until the contrary is proved, the meeting is deemed duly held and convened, and all proceedings which took place at the meeting to have duly taken place.(4) Where a decision of theMembers , or any class thereof, or of the directors, is effected by a resolution in writing or decision of a soleMember or director in accordance with theseRegulations , the LLC(G) shall cause a record of the resolution or decision and of the signatures thereon to be entered in the relevant minute book in the same way as minutes of the proceedings at the relevant type of meeting.(5) The books containing the minutes of a general meeting or a meeting of the directors shall be kept at the LLC(G)'s registered office, and shall during business hours be open to examination by aMember without charge.Inserted (as from 5th April 2015). Article 92FF - Filing of resolutions
(1) A copy of every resolution or agreement to which this Article 92FF applies shall within 21 days after it is passed or made, be forwarded to theCRO , together with anyPrescribed Fee , and recorded by it; and it must be either a printed copy or else a copy in some other form approved by theCRO .(2) This Article applies to:(A)Special Resolutions of an LLC(G);(B) a resolution of an LLC(G) removing a director from office; and(C) resolutions of theMembers of an LLC(G) or resolutions of a soleMember to the extent that these would have beenSpecial Resolutions if passed at a general meeting.Inserted (as from 5th April 2015). Article 92GG - Recording of decisions by sole Member
Article 78 shall apply to an LLC(G) save that references therein to a Limited Liability Company or
LLC shall be taken as references to an LLC(G).Inserted (as from 5th April 2015). Section 11: Section 11: Accounting Requirements
Article 92HH - Accounting and Audit Requirements
(1) Articles 79 to 83 shall apply to an LLC(G) save that references therein to a Limited Liability Company orLLC shall be taken as references to an LLC(G) and any reference to "auditors", "audited accounts" or "audited reports" shall be removed.(2) An LLC(G) is not required to appoint an auditor or have its accounts audited.Inserted (as from 5th April 2015). Part 4: Part 4: Protected Cell Companies
Article 93 - Protected Cell Companies
(1) A form of legal entity known as a protected cell company may be incorporated in theQFC .(2) Subject to the provisions of this Part, aCompany may be:(A) incorporated as aPCC ; or(B) converted, if so authorised by its articles of association and approved by theCRO , into aPCC .(3) For the avoidance of doubt, and notwithstanding that aPCC may have created one or moreCells under this Part:(A) aPCC is a single legal person; and(B) the creation by aPCC of aCell does not create, in respect of thatCell , a legal person separate from thePCC .(4) The provisions of Part 3 of theseRegulations , save as amended or varied by this Part and unless the context requires otherwise, shall apply in relation to aPCC as if references therein to "LLC " were references to "PCC ".Article 94 - Creation of Cells
A
PCC may create one or moreCells for the purpose of segregating and protectingCellular Assets in the manner provided by this Part.Article 95 - Cellular and Non-Cellular Assets
(1) The assets of aPCC shall be eitherCellular Assets orNon-Cellular Assets .(2) It shall be the duty of the directors of aPCC :(A) to keepCellular Assets separate and separately identifiable fromNon-Cellular Assets ; and(B) to keepCellular Assets attributable to eachCell separate and separately identifiable fromCellular Assets attributable to otherCells .(3) TheCellular Assets of aPCC comprise the assets of thePCC attributable to theCells of thePCC .(4) The assets attributable to aCell of aPCC comprise:(A) assets represented by the proceeds ofCell Share Capital and reserves attributable to theCell ; and(B) all other assets attributable to theCell .(5) For the purposes of Article 95(4), the expression "reserves" includes retained earnings, capital reserves and share premiums.(6) TheNon-Cellular Assets of aPCC comprise the assets of thePCC which are notCellular Assets .(7) Notwithstanding the provisions of Article 95(2), the directors of aPCC may cause or permitCellular Assets andNon-Cellular Assets to be held:(A) by or through a nominee; or(B) by aPCC theShares and capital interests of which may beCellular Assets orNon-Cellular Assets , or a combination of both.(8) The duty imposed by Article 95(2) is not breached by reason only that the directors of aPCC cause or permitCellular Assets orNon-Cellular Assets , or a combination of both, to be collectively invested, or collectively managed by an investment manager, provided that the assets in question remain separately identifiable in accordance with Article 95(2).Article 96 - Position of creditors
(1) The rights of creditors of aPCC shall correspond with the liabilities provided for in Article 103.(2) No such creditor shall have any rights other than the rights referred to in this Article 96 and in Articles 97 and 103.(3) There shall be implied (except insofar as the same is expressly excluded in writing) in every transaction entered into by aPCC the following terms:(A) that no party shall seek, whether in any proceedings or by any other means whatsoever or wheresoever, to make or attempt to use anyCellular Assets attributable to anyCell of thePCC to satisfy a liability not attributable to thatCell ;(B) that if any party succeeds by any means whatsoever or wheresoever in using anyCellular Assets attributable to anyCell of thePCC to satisfy a liability not attributable to thatCell , that party shall be liable to thePCC to pay a sum equal to the value of the benefit thereby obtained by him; and(C) that if any party succeeds in seizing or attaching by any means or otherwise levying execution against anyCellular Assets attributable to anyCell of thePCC to satisfy a liability not attributable to thatCell , that party shall hold those assets or their proceeds on trust for thePCC and shall keep those assets or proceeds separate and identifiable as such trust property.(4) All sums recovered by aPCC as a result of any such trust as is described in Article 96(3)(C) shall be credited against any concurrent liability imposed under the implied term set out in Article 96(3)(B).(5) Any asset or sum recovered by aPCC under the implied term set out in Article 96(3)(B) or 96(3)(C) or by any other means whatsoever or wheresoever in the events referred to in those Articles shall, after the deduction or payment of any costs of recovery, be applied by thePCC so as to compensate theCell affected.(6) In the event of anyCellular Assets attributable to aCell of aPCC being taken in execution in respect of a liability not attributable to thatCell , and insofar as such assets or compensation in respect thereof cannot otherwise be restored to theCell affected, thePCC shall:(A) cause or procure its auditor, acting as expert and not as arbitrator, to certify the value of the assets lost by theCell affected; and(B) transfer or pay to theCell affected, from theCellular orNon-Cellular Assets to which the liability was attributable, assets or sums sufficient to restore to theCell affected the value of the assets lost.(7) Where under Article 96(6)(B) aPCC is obliged to make a transfer or payment fromCellular Assets attributable to aCell of thePCC , and those assets are insufficient, thePCC shall so far as possible make up the deficiency from itsNon-Cellular Assets .(8) This Article shall apply toCellular andNon-Cellular Assets of aPCC wherever situated and notwithstanding any statutory provision or rule of law to the contrary.Amended (as from 5th April 2015). Article 97 - Recourse to Cellular Assets by creditors
Without prejudice to the provisions of Articles 96 and 103,
Cellular Assets attributable to aCell of aPCC :(1) shall only be available to the creditors of thePCC who are creditors in respect of thatCell and who are thereby entitled, in conformity with the provisions of this Part, to have recourse to theCellular Assets attributable to thatCell ; and(2) shall be absolutely protected from the creditors of thePCC who are not creditors in respect of thatCell and who accordingly are not entitled to have recourse to theCellular Assets attributable to thatCell .Article 98 - Cell Shares and Share capital
(1) APCC may, in respect of any of itsCells , create and issueShares the proceeds of the issue of which shall be comprised in theCellular Assets attributable to theCell in respect of which theCell Shares were issued.(2) The proceeds of the issue ofShares other thanCell Shares created and issued by aPCC shall be comprised in thePCC's Non-Cellular Assets .(3) APCC may pay a dividend in respect of itsCell Shares .(4) Dividends may be paid in respect ofCell Shares by reference only to theCellular Assets and liabilities, or the profits, attributable to theCell in respect of which theCell Shares were issued; and accordingly, in determining whether or not such a dividend may lawfully be paid, no account need be taken of:(A) the profits and losses, or the assets and liabilities, attributable to any otherCell of thePCC ; or(B) non-cellular profits and losses, or assets and liabilities.Article 99 - Reduction of Cell Share Capital
(1) The provisions of Article 30 shall apply both in relation to aPCC and to one or moreCells of aPCC .(2) In the application of Article 30 to aPCC , references in Article 30 to "LLC " shall be interpreted as references to aPCC or to aCell of aPCC , as the case may be.Article 100 - Name and articles of association of PCC
(1) The name of aPCC shall end in the expression "Protected Cell Company", "PCC " or any cognate expression approved in writing by theCRO .(2) The articles of association of aPCC shall state that it is aPCC .(3) APCC may, in order to comply with Article 100(2), alter its articles of association bySpecial Resolution .(4) Unless and until aPCC has complied with the provisions of this Article 100, it shall be deemed not to be aPCC .(5) EachCell of aPCC shall have its own distinct name or designation.Article 101 - Requirements for a PCC
A
Company may not be incorporated as aPCC , and an existingCompany may not be converted into aPCC , unless:(1) theRegulatory Authority has consented in writing to the incorporation or conversion; and(2) thePCC is, or is to be:(A) anInsurer ; or(B) aCollective Investment Fund .Article 102 - Incorporation of Company as PCC
A person wishing to incorporate a
Company as aPCC shall make an application to theCRO for the incorporation of thePCC in accordance with Part 3 of theseRegulations .Article 103 - Liability of Cellular Assets
(1) Subject to the provisions of Article 103(2), and save to the extent that thePCC may have agreed that a liability shall be the liability solely of thePCC's Non-Cellular Assets , or of theCellular Assets attributable to a particularCell of thePCC , where any liability arises which is attributable to a particularCell of aPCC :(A) theCellular Assets attributable to thatCell shall be primarily used to satisfy the liability;(B) thePCC's Non-Cellular Assets shall be secondarily used to satisfy the liability, provided that theCellular Assets attributable to the relevantCell have been exhausted; and(C) anyCellular Assets not attributable to the relevantCell shall not be used to satisfy the liability.(2) In the case of loss or damage which is attributable to a particularCell of aPCC and which is caused by fraud, the loss or damage shall be the liability solely of thePCC's Non-Cellular Assets , without prejudice to any liability of any person other than thePCC .(3) Any liability not attributable to a particularCell of aPCC shall be the liability solely of thePCC's Non-Cellular Assets .(4) Notwithstanding the above provisions of this section:(A) the liabilities under Article 103(1)(A) of theCellular Assets attributable to a particularCell of aPCC shall abate rateably until the value of the aggregate liabilities equals the value of those assets except that the provisions of this paragraph shall be disregarded in assessing the existence and extent of any secondary liability under Article 103(1)(B); and(B) the liabilities of thePCC's Non-Cellular Assets shall abate rateably until the value of the aggregate liabilities equals the value of those assets.(5) For the avoidance of doubt, aPCC may enter into arm's length transactions in respect of two or more of itsCells giving rise to reciprocal liabilities attributable to suchCells .(6) This Article 103 shall apply to the assets of thePCC wherever situated.Article 104 - Disputes as to liability attributable to Cells
(1) In the event of any dispute as to:(A) whether any right is or is not in respect of a particularCell ;(B) whether any creditor is or is not a creditor in respect of a particularCell ;(C) whether any liability is or is not attributable to a particularCell ; or(D) the amount to which any liability is limitedtheQFC Civil and Commercial Court , on the application of thePCC , and without prejudice to any other right or remedy of any person, may issue a declaration in respect of the matter in dispute.(2) TheQFC Civil and Commercial Court , on hearing an application for a declaration under Article 104(1) may:(A) direct that any person shall be heard on the application;(B) make an interim declaration, or adjourn the hearing, conditionally or unconditionally;(C) make the declaration subject to such terms and conditions as it thinks fit; or(D) direct that the declaration shall be binding upon such persons as may be specified.Amended by QFCA RM2012-1 (as from 11th April 2012) Article 105 - PCC to inform persons they are dealing with PCC
(1) APCC shall prior to transacting with a person:(A) inform any person with whom it transacts that it is aPCC ; and(B) for the purposes of that transaction, identify or specify theCell in respect of which that person is transacting, unless that transaction is not a transaction in respect of a particularCell .(2) If, in contravention of Article 105(1), aPCC :(A) fails to inform a person that he is transacting with aPCC , and that person is otherwise unaware that, and has no reasonable grounds to believe that, he is transacting with aPCC ; or(B) fails to identify or specify theCell in respect of which a person is transacting, and that person is otherwise unaware of, and has no reasonable basis of knowing, whichCell he is transacting with;then, in either such case:(C) the directors shall (notwithstanding any provision to the contrary in thePCC's articles of association or in any contract with thePCC or otherwise) incur personal liability to that person in respect of the transaction; and(D) the directors shall have a right of indemnity against theNon-Cellular Assets of thePCC , unless they were fraudulent, reckless or negligent, or acted in bad faith.(3) Notwithstanding the provisions of Article 105(2)(1), theQFC Civil and Commercial Court may relieve a director of all or part of his personal liability thereunder if he satisfies theQFC Civil and Commercial Court that he ought to be so relieved because:(A) he was not aware of the circumstances giving rise to his liability and, in being not aware, he was neither fraudulent, reckless or negligent, nor acted in bad faith; or(B) he expressly objected, and exercised such rights as he had as a director, whether by way of voting power or otherwise, so as to try to prevent the circumstances giving rise to his liability.(4) Where, pursuant to the provisions of Article 105(3), theQFC Civil and Commercial Court relieves a director of all or part of his personal liability under Article 105(2)(C), theQFC Civil and Commercial Court may order that the liability in question shall instead be met first by any other director or directors whose personal liability is not relieved and thereafter, if necessary, from such of theCellular orNon-Cellular Assets of thePCC as may be specified in the order.(5) Any provision in the articles of association of aPCC , and any other contractual provision under which thePCC may be liable, which purports to indemnify directors in respect of conduct which would otherwise disentitle them to an indemnity againstNon-Cellular Assets by virtue of Article 105(2)(D), shall be void.Amended by QFCA RM2012-1 (as from 11th April 2012) Article 106 - Attribution of Non-Cellular Assets and Liabilities
(1)Liabilities of aPCC not otherwise attributable to any of itsCells shall be discharged from thePCC's Non-Cellular Assets .(2) Income, receipts and other property or rights of or acquired by aPCC not otherwise attributable to anyCell shall be applied to and comprised in thePCC's Non-Cellular Assets .Article 107 - Provisions in relation to winding up of PCC
(1) Notwithstanding any statutory provision or rule of law to the contrary, in the winding up of aPCC (whether compulsory or voluntary or subject to the supervision of theQFC Civil and Commercial Court and whether solvent or insolvent):(A) the assets forming part of the estate shall only be theNon-Cellular Assets ;(B) the winding up shall not terminate any agency, or in any way whatsoever affect the authority or power, of anyOfficer , administrator, servant or agent of thePCC or any other person appointed over thePCC or any of theCellular Assets ; and(C) if and to the extent that any liquidator of thePCC has any dealing with, or has possession custody or control of, any of theCellular Assets , he shall be subject to the duty set out in Article 95(2) as if he were a director.Amended by QFCA RM2012-1 (as from 11th April 2012) Article 108 - Transfer of Cellular Assets from PCC
(1) Subject to the provisions of Article 108(3), theCellular Assets attributable to anyCell of aPCC , but not theNon-Cellular Assets of aPCC , may be transferred to another person, wherever resident or incorporated, and whether or not aPCC .(2) A transfer under Article 108(1) ofCellular Assets attributable to aCell of aPCC shall not of itself entitle creditors of thatPCC to have recourse to the assets of the person to whom theCellular Assets were transferred.(3) No transfer of theCellular Assets attributable to aCell of aPCC may be made except under the authority of, and in accordance with the terms and conditions of, an order of theQFC Civil and Commercial Court under this Article (a "Cell transfer order").(4) TheQFC Civil and Commercial Court shall not make aCell transfer order in relation to aCell of aPCC unless it is satisfied:(A) that the creditors of thePCC entitled to have recourse to theCellular Assets attributable to theCell consent to the transfer; or(B) that those creditors would not be unfairly prejudiced by the transfer.(5) TheQFC Civil and Commercial Court , on hearing an application for aCell transfer order:(A) may make an interim order or adjourn the hearing, conditionally or unconditionally; or(B) may dispense with any of the requirements of Article 108(4).(6) TheQFC Civil and Commercial Court may attach such conditions as it thinks fit to aCell transfer order, including conditions as to the discharging of claims of creditors entitled to have recourse to theCellular Assets attributable to theCell in relation to which the order is sought.(7) TheQFC Civil and Commercial Court may make aCell transfer order in relation to aCell of aPCC notwithstanding that:(A) a liquidator has been appointed to act in respect of thePCC or thePCC has passed a resolution for voluntary winding up; or(B) an administration order has been made in respect of theCell , thePCC or any otherCell thereof.(8) Notice of an application to theQFC Civil and Commercial Court for aCell transfer order shall be served upon:(A) any liquidator or administrator of thePCC or theCell concerned;(B) theRegulatory Authority ; and(C) such other persons (if any) as theQFC Civil and Commercial Court may direct.(9) The provisions of this Article are without prejudice to any power of aPCC lawfully to make payments or transfers from theCellular Assets attributable to anyCell of thePCC to a person entitled, in conformity with the provisions of this Part, to have recourse to thoseCellular Assets .(10) For the avoidance of doubt, aPCC shall not require aCell transfer order in order to invest, and change investment of,Cellular Assets or otherwise to make payments or transfers fromCellular Assets in the ordinary course of thePCC's Business .Amended by QFCA RM2012-1 (as from 11th April 2012) Article 109 - Administration orders in relation to PCCs or Cells
(1) Notwithstanding any statutory provision or rule of law to the contrary, an administrator may be appointed under theInsolvency Regulations in respect of aPCC or in respect of one or moreCells of aPCC .(2) Where an administrator is appointed under theInsolvency Regulations in respect of one or moreCells of aPCC , the relevant provisions of theInsolvency Regulations shall apply as if references therein to aCompany were to be interpreted as references to aCell .Part 5: Part 5: Migration of Body Corporate
Amended (as from 5th April 2015). Article 110 - Transfer of incorporation to QFC
(1) ANon-QFC Company may, if authorised by the laws of the jurisdiction in which it was incorporated, apply to theCRO for the continuation of theNon-QFC Company as aCompany .(2) An application for continuation shall be made to theCRO by using the form prescribed by theCRO and shall:(A) be executed under seal and signed by an officer or director of theNon-QFC Company and verified by an affidavit of the person signing the application;(B) be accompanied by articles of continuation that comply with Article 17(2)(I); and(C) be accompanied by any other document prescribed by theCRO .(3) The articles of continuation shall make any amendments to the original articles of incorporation and any amendments thereto necessary to make the articles of continuation conform to theseRegulations .Article 111 - Certificate of continuation
(1) Should theCRO approve the application, theCRO shall:(A) issue a certificate of continuation on the terms and conditions theCRO considers appropriate;(B) register theCompany ; and(C) allocate to theCompany a number, which shall be theCompany's registered number.(2) TheCRO may refuse to issue a certificate of continuation if he considers it appropriate to do so.(3) TheCRO is not required to provide reasons for refusing to issue a certificate of continuation.Article 112 - Effect of certificate
From the date of continuation stated in the certificate of continuation:
(1) theNon-QFC Company becomes aCompany to which thisRegulation applies as if it has been incorporated under theseRegulations ;(2) the articles of continuation become the articles of theCompany ; and(3) the certificate of continuation is treated as the certificate of incorporation of theCompany .Article 113 - Copy of certificate of continuation
The
CRO shall send a copy of the certificate of continuation to the appropriate official or public body in the jurisdiction in which the application for continuation was authorised.Article 114 - Rights and liabilities
Where a
Non-QFC Company is continued as aCompany under theseRegulations , theCompany :(1) continues to have all the property, rights and privileges and is subject to all the liabilities, disabilities and debts that it had before the continuation; and(2) remains a party in any legal proceedings commenced in any jurisdiction in which it was a party before the continuation.Article 115 - Transfer of incorporation from QFC to another jurisdiction
(1) ACompany may, if it is authorised by:(A) aSpecial Resolution of the shareholders; and(B) theCRO in the manner prescribed in rules made by theQFC Authority apply to the appropriate official or public body of a foreign jurisdiction to transfer its incorporation to the foreign jurisdiction and request that theCompany be continued as aNon-QFC Company .(2) ACompany shall not apply under Article 115(1) unless the laws of the foreign jurisdiction provide that theNon-QFC Company will:(A) continue to have all the property, rights and privileges and is subject to all the liabilities, disabilities and debts that it had before the continuation; and(B) remain a party in any legal proceedings commenced in any jurisdiction in which it was a party before the continuation.(3) ACompany ceases to be aCompany within the meaning of thisRegulation when theCompany is continued as aNon-QFC Company and when theNon-QFC Company files with theCRO a copy of the certificate or instrument of continuation certified by the appropriate official of the foreign jurisdiction.(4) When theCRO receives the foreign jurisdiction's certificate or instrument of continuation, theCRO must strike the name of theCompany off the index of names maintained by theCRO .Article 116 - Refusal to grant authorisation to transfer incorporation
The
CRO may refuse to authorise aCompany to apply to be continued under Article 115(1).Part 6: Part 6: Branches
Article 117 - Requirement for registered Branch
(1) ANon-QFC Company shall not engage in or carry or purport to carry on any trade orBusiness activity in or from theQFC unless it is registered as aBranch with theCRO in accordance with Article 119 of theseRegulations and shall comply with theseRegulations in all other respects.(2) ABranch shall:(A) appoint and retain at all times aPrincipal Representative in theQFC who is authorised to accept service of anyDocument or notice on behalf of theBranch and to undertake any other function as may be prescribed by theseRegulations or any subsequentRegulations ;(B) have a principal place ofBusiness in theQFC to which all communications and notices may be addressed; and(C) file with theCRO a notice of any change in the details of the:(i) persons authorised to accept service;(ii)Principal Representative of theBranch ;(iii) address of the principal place ofBusiness in theQFC ;(iv) any restrictions or revocations in the power of attorney in favour of the person referred to in Article 117(2)(A);(v) constitutional documents of theNon-QFC company ; and(vi) directors of theNon-QFC company .(3) All documentation required to be submitted to theCRO shall be in the English language, or accompanied by an appropriate translation into the English language.Amended (as from 5th April 2015). Article 118 - Application to register a Branch
(1) ANon-QFC Company wishing to establish aBranch in theQFC shall apply to theCRO for prior approval to establish aBranch in theQFC .(2) An application by aNon-QFC Company for approval to establish aBranch in theQFC shall:(A) be made to theCRO in such form and manner as theCRO may require from time;(B) describe the type ofBusiness activity to be carried on from theBranch ;(C) state the full address of the principal place ofBusiness in theQFC ;(D) state the full name and address of the person authorised to accept service on behalf of theBranch ;(E) be accompanied by the followingDocuments , verified in such manner as theCRO may require:(i) a copy of the constitutional documents of theNon-QFC Company ;(ii) a copy of the audited accounts of theNon-QFC Company for the preceding two years, save where the applicantNon-QFC Company has been in existence for less than two years in which case a copy of the most recent audited accounts;(iii) a copy of the resolution of the board of directors of theNon-QFC Company to establish aBranch in theQFC ;(iv) a power of attorney in favour of the person referred to in Article 117(2)(A);(v) a list of the fullName ,Address , date of birth, nationality and business occupation of each director of theNon-QFC Company ;(vi) a certified copy of the certificate of incorporation or other instrument evidencing the incorporation of theNon-QFC Company ; and(vii) such otherDocuments or information as theCRO orQFC Authority may in their absolute discretion require from time to time;(F) contain or be accompanied by such further particulars, verified in such manner, as theCRO orQFC Authority may require; and(G) be accompanied by anyPrescribed Fee .Amended (as from 5th April 2015). Article 119 - Acceptance or refusal of application to register a Branch
(1) TheCRO may on an application duly made in accordance with Article 118 accept or refuse the application.(2) Where theCRO accepts an application under this Article 119, it shall issue to the applicant a certificate of registration of theBranch in theQFC and such certificate shall be admissible in evidence in proceedings under theseRegulations without further proof and shall be evidence of the facts certified or specified therein. A certificate of registration shall be conclusive evidence that theNon-QFC Company is registered with the name and number specified in it and that the requirements of theseRegulations have been complied with in respect of the registration of theNon-QFC Company and thereafter no defect in the process prior to the registration thereof shall affect the validity of its registration.(3) A decision of theCRO refusing to accept an application to establish aBranch may be reviewed consistent with any applicable standards and procedures issued by theQFC Authority for such purpose.Article 120 - Prohibition of Branch with an undesirable name
(1) NoBranch shall be registered with a name which is the same as or, in the opinion of theCRO , too like a name appearing in the index of names maintained by theCRO or which in the opinion of theCRO is offensive or otherwise undesirable.(2) If, in the opinion of theCRO , the name by which aBranch is registered gives so misleading an indication of the nature of its activities as to be likely to cause harm to the public, it may in writing direct theBranch to change its name within such period (being not less than 1 month) as theCRO may specify.(3) Such direction shall be complied with within the period specified in the direction or such longer period as theCRO may allow.Amended (as from 5th April 2015). Article 121 - Principal Representatives
Every
Branch shall give notice in writing to theCRO of such particulars of itsPrincipal Representative as theCRO may determine.Article 122 - Register of Branches
(1) TheCRO shall maintain a register ofBranches which shall include:(A) the name of theBranch and, if different, the name of theNon-QFC Company ;(B) the principal place in theQFC from which theBranch engages in or carries on anyBusiness in theQFC and the address of the registered office of theNon-QFC Company ;(C) the name and address of thePrincipal Representative ;(D) thePrincipal Representative of theBranch ;(E) persons authorised to accept service;(F) the date and place of incorporation of itsNon-QFC Company ;(G) the date of registration of theBranch ;(H) the registered number of theBranch ;(I) constitutional documents of theNon-QFC company ;(J) directors of theNon-QFC company ; and(K) such other information as theCRO shall determine.(2) If any particulars required by Article 122(1) are altered, theBranch shall give notice in writing to theCRO of the particulars of the alteration within 21 days after the alteration is made on thePrescribed Form together with anyPrescribed Fee .Amended (as from 5th April 2015). Article 123 - Records to be kept by Branches
(1) EveryBranch shall keep proper accountingRecords with respect to all sums of money received and expended by theBranch and all sales and purchases of goods and services and other transactions by theBranch and the assets andLiabilities of theBranch . SuchRecords shall be sufficient to show and explain all transactions by theBranch and must be such as to:(A) disclose with reasonable accuracy the financial position of theBranch at any time; and(B) enable the directors to ensure that any accounts prepared by theBranch comply with the requirements of theseRegulations .(2) TheBranch's accountingRecords shall be:(A) kept at theBranch's principal place ofBusiness ;(B) preserved by theBranch for at least 6 years from the date to which they relate; and(C) at all reasonable times open to inspection by directors and auditor of the relevantNon-QFC Company .Amended (as from 5th April 2015). Article 124 - Letterheads
Once registered every
Branch shall have the following particulars on allBusiness letters, written orders for goods or services, invoices and receipts, written demands for payment and other such similar documentation:(1) its name which shall include the words "QFC Branch " or "Qatar Financial Centre Branch"; or(2) where theBranch name is different to theNon-QFC Company , the name shall include the words "QFC Branch of [the name of theNon-QFC Company ];(3) the place of incorporation of theNon-QFC Company ; and(4) the principal place in theQFC from which theBranch engages in or carries on anyBusiness .Amended (as from 5th April 2015). Article 125 - Name to appear outside place of Business
(1) EveryBranch shall within 21 days of registration paint or affix, and keep painted or affixed, its name on the outside of every office or place in which itsBusiness is carried on, in a conspicuous position and in letters easily legible.(2) If aBranch does not paint or affix, and keep painted or affixed, its name as required as above, then theNon-QFC Company concerned and everyOfficer of it who is in default is in contravention of theseRegulations .Amended by QFCA RM2012-1 (as from 11th April 2012) Article 126 - Financial Penalties
Where a
Non-QFC Company fails to comply with any provision of this Part 6 and no other financial penalty is provided in theseRegulations , theNon-QFC Company , itsOfficers and any person who appears to theRegulatory Tribunal to be in charge of its affairs in theQFC shall be liable if so ordered by theRegulatory Tribunal to pay the financial penalties prescribed by theCRO .Amended by QFCA RM2012-1 (as from 11th April 2012) Part 7: International Business Companies
Reserved
Part 8: Part 8: Contraventions
Article 127 - General contraventions
(1) A person who:(A) does an act or thing that the person is prohibited from doing under an Article of theseRegulations referred to in Schedule 1; or(B) does not do an act or thing that the person is required or directed to do under an Article of theseRegulations referred to in Schedule 1; or(C) otherwise contravenes an Article of theseRegulations referred to in Schedule 1commits a contravention of theseRegulations .(2) In this Article 127, "person" does not include theQFC Authority , theRegulatory Authority , theCRO or theRegistrar .Article 128 - Involvement in contraventions
(1) If a person is knowingly concerned in the contravention of theseRegulations or any otherRegulations conferring functions on theCRO committed by another person, the aforementioned person as well as the other person, commits the contravention and is liable to be proceeded against and dealt with accordingly.(2) Without limiting the generality of Article 128(1), if an officer of anEntity is knowingly concerned in a contravention of theseRegulations or any otherRegulations conferring functions on theCRO committed by anEntity , the officer as well as theEntity commits the contravention and is liable to be proceeded against and dealt with accordingly.(3) If the affairs of anEntity are managed by itsMembers , Article 128(2) applies in relation to the acts and defaults of aMember in connection with his functions of management as if he were a director of theEntity .(4) For the purposes of this Article 128, "officer" means a director, member of a committee of management, chief executive, manager, secretary or other civil officer of anEntity , or a person purporting to act in such capacity, and an individual who is in control of the body.(5) For the purposes of this Article 128, a person is "knowingly concerned" in a contravention if, and only if, the person:(A) has aided, abetted, counselled or procured the contravention;(B) has induced, whether by threats or promises or otherwise, the contravention;(C) has in any way, by act or omission, directly or indirectly, been knowingly involved in or been party to, the contravention;(D) has conspired with another or others to effect the contravention; or(E) has, alone or in concert with others, directly or indirectly, done, attempted or planned any of the following:(i) to conceal the existence or nature of a contravention; or(ii) to obstruct, impede or prevent theQFC Authority , theRegulatory Authority or theCRO from detecting, investigating or prosecuting a contravention.(6) In this Article 128, "person" does not include theQFC Authority , theRegulatory Authority , theCRO or theRegistrar .Article 129 - Imposition of financial penalties
(1) TheQFC Authority may in rules prescribe procedures in relation to the imposition and recovery of financial penalties under theseRegulations .(2) Where theCRO considers that a person has contravened a provision in theseRegulations referred to in Schedule 1 and in relation to which a penalty is stipulated in thatSchedule , it may impose by written notice given to the person a penalty, in respect of the contravention, of such amount as it considers appropriate but not exceeding the amount of the maximum penalty specified in Schedule 1 in respect of each contravention.(3) If, within the period specified in the notice:(A) the person pays the prescribed penalty to theCRO , then no proceedings may be commenced by theCRO against the person in respect of the relevant contravention; or(B) the person takes such action as is prescribed in rules made by theQFC Authority to object to the imposition of the penalty or has not paid the prescribed penalty to theCRO , theCRO may apply to theRegulatory Tribunal for, and theRegulatory Tribunal may so order, the payment of the penalty or so much of the penalty as is not paid and make any further order as theRegulatory Tribunal sees fit for recovery of the penalty.(4) A certificate that purports to be signed by or on behalf of theCRO and states that a written notice was given to the person pursuant to Article 129(2) imposing a penalty on the basis of specific facts is:(A) conclusive evidence of the giving of the notice to the person; and(B) prima facie evidence of the facts contained in the noticein any proceedings commenced under this Article 129.(5) Where a person commits a contravention of theseRegulations and no penalty is stipulated in Schedule 1 in relation to such contravention, such person shall be liable to such penalty as may be provided for or determined under any other provision of theseRegulations or any otherRegulations .Amended by QFCA RM2012-1 (as from 11th April 2012) Part 9: Part 9: Other Provisions Relating to the CRO
Article 130 - Direction to Company to comply with these Regulations
(1) If aCompany or anyOfficer of it fails to comply with:(A) a provision of theseRegulations or any otherRegulations giving functions to theCRO ; or(B) a requirement made by theCRO pursuant to any power under any suchRegulations which requires either or both of them to deliver to or file with theCRO anyDocument or to give notice to it of any matter, theCRO may issue a direction that theCompany or anyOfficer of it or both of them make good the failure within a time specified in that direction. Any person who fails to comply with such direction contravenes theseRegulations .(2) If aCompany or anyOfficer of it fails to comply with a provision of theseRegulations , or any otherRegulations which requires either or both of them to comply with a lawful requirement in relation to another person, theCRO may issue a direction that theCompany or anyOfficer of it or both of them make good the failure within a time specified in that direction. Any person who fails to comply with such direction contravenes theseRegulations .(3) If theCRO considers that theCompany or anyOfficer of it has failed to comply with a direction, it may apply to theRegulatory Tribunal for one or more of the following orders:(A) an order directing theCompany orOfficer to comply with the direction or with any provision of theRegulations or any otherRegulations giving functions to theCRO relevant to the issue of the direction;(B) an order directing theCompany orOfficer to pay any costs incurred by theCRO or other person relating to the issue of the direction by theCRO or the breach of theseRegulations or such otherRegulations relevant to the issue of the direction; or(C) any other order that theRegulatory Tribunal considers appropriate.(4) Nothing in this Article 130 shall prejudice the operation of any Article of these or any otherRegulations providing for the imposition of financial penalties on aCompany or anyOfficer in respect of a failure mentioned above, nor any powers that theCRO or other person or theRegulatory Tribunal may have under any other provision of theseRegulations or any otherRegulations .Amended by QFCA RM2012-1 (as from 11th April 2012) Article 131 - Deregistration of Companies and Branches
(1) If theCRO has reason to believe that:(A) aCompany orBranch is not carrying onBusiness or is not in operation;(B) aCompany orBranch is acting in contravention of theseRegulations ;(C) it is prejudicial to the interests of theQFC for aCompany orBranch to remain on the register; or(D) aCompany orBranch has failed for a period of 3 months to pay the financial penalties imposed by theCRO pursuant to theseRegulations it may give notice to theCompany orBranch that at the conclusion of 3 months from the date of the notice, theCompany orBranch shall be struck off the register unless reason is shown to the contrary.(2) If, by the end of the 3 month period, theCRO :(A) has received confirmation that theCompany orBranch is no longer carrying onBusiness or is not in operation; or(B) has not received from theCompany orBranch sufficient reasons as to why theCompany orBranch should not be struck off the register;theCRO may strike the name of theCompany orBranch off the register and theCompany orBranch shall be dissolved.(3) Where aCompany orBranch is struck off the register under this Article, the liability of every director andMember of theCompany or relevantBody Corporate , and in the case of the striking off of aBranch , theBody Corporate itself continues and may be enforced as if theCompany orBranch had not been dissolved.(4) ACompany orBranch may apply to theCRO for voluntary deregistration, at the conclusion of 3 months from the date of the application, theCompany orBranch may be struck off the register. If theCompany or theBranch is not carrying onBusiness or is not in operation, theCRO may elect, at its absolute discretion, to strike off theCompany orBranch prior to the conclusion of the 3 months period provided that theCompany orBranch has complied with any requirement under theInsolvency Regulations and Insolvency Rules.Amended (as from 5th April 2015). Article 132 - False or Misleading Information
A person shall not:
(1) provide information which is false, misleading or deceptive to theCRO ; or(2) conceal information where the concealment of such information is likely to mislead or deceive theCRO .Part 10: Part 10: Application to the QFC Civil and Commercial Court
Article 133 - Orders for compensation
(1) Where a person intentionally, recklessly or negligently commits a breach of any requirement, duty, prohibition, responsibility or obligation which is imposed by or under theseRegulations or any otherRegulations conferring functions on theCRO , the person is liable to compensate any other person for any loss or damage caused to that other person as a result of such conduct, and is otherwise liable to restore the person to the position they were in prior to such conduct.(2) Where a person suffers loss or damage caused as a result of conduct described in Article 133(1), theQFC Civil and Commercial Court may on application brought by the person, make orders for the recovery of damages or for compensation or for the recovery of property or any other order as theQFC Civil and Commercial Court sees fit, except where such liability is excluded under theseRegulations or anyRegulations conferring functions on theCRO .(3) Nothing in this Article 133 affects the powers that any person or theQFC Civil and Commercial Court may have apart from this Article.Amended by QFCA RM2012-1 (as from 11th April 2012) Article 134 - Minority Member protection: unfair prejudice
(1) AMember of aCompany may apply to theQFC Civil and Commercial Court on the ground that theCompany's affairs are being or have been conducted in a manner which is unfairly prejudicial to the interests of some part of theMembers (including at least himself) or that any actual or proposed act or omission by theCompany (including an act or omission on its behalf) is or would be so prejudicial.(2) Pursuant to such application, theQFC Civil and Commercial Court may make an order to:(A) require theCompany to refrain from doing or continuing an act complained of by the applicant or to do an act which the applicant has complained it has omitted to do;(B) provide for the purchase of theShares of anyMembers of theCompany or by theCompany itself;(C) authorise proceedings to be brought in the name and on behalf of theCompany by such person or persons and on such terms as theQFC Civil and Commercial Court may direct;(D) regulate the conduct of theCompany's affairs in the future; or(E) make such other order as theQFC Civil and Commercial Court thinks fit.(3) If an order under this Article 134 requires theCompany not to make any, or any specified, alterations in its articles of association, theCompany shall not then without leave of theQFC Civil and Commercial Court make any such alteration.(4) An alteration in theCompany's articles of association made by virtue of an order under this Article 134 is of the same effect as if duly made bySpecial Resolution of theCompany , and the provisions of theseRegulations apply to its articles of association as so altered accordingly.(5) The order of theQFC Civil and Commercial Court recording the making of an order under this Article 134 altering, or giving leave to alter, aCompany's articles of association shall, within 21 days from the making of the order or such longer period as theQFC Civil and Commercial Court may allow, be delivered by theQFC Civil and Commercial Court to theCRO for registration.(6) Nothing in this Article 134 affects the powers that any person or theQFC Civil and Commercial Court may have apart from this Article 134.Amended by QFCA RM2012-1 (as from 11th April 2012) Part 11: Part 11: Reporting
Article 135 - Reporting by the CRO
(1) TheCRO shall report to theQFC Authority in such manner as theQFC Authority may direct.(2) TheQFC Authority shall provide theMinister with a written report on the exercise of the powers and performance of the functions of theCRO and its financial activities.(3) Such report shall be prepared and provided before the end of the first quarter of the financial year of theCRO or within such other period as theMinister may require and shall relate to the previous financial year.(4) Such report may be published by theQFC Authority without undue delay or within such time period as theMinister otherwise directs.Part 12: Part 12: Register of Financing Statements
Article 136 - Definitions
In this Part the following expressions shall bear the meaning given to them in the Security Regulations:
"Business Days"; "Collateral"; "Debtor"; "Goods"; " Person", "Proceeds"; "Personal Property"; "Secured Party"; "Security Agreement"; "Security Interest"; and "Unique Identifying Number".Amended by QFCA RM2012-1 (as from 11th April 2012) Article 137 - The Register
(1) There is to be a register of financing statements established and maintained by theCRO .(2) Subject to theSecurity Regulations , theseRegulations and any rules made by theQFC Authority , the filing of a financing statement is effective for the purposes of perfecting a Security Interest and determining priority.(3) The filing of a financing statement does not create a presumption that theSecurity Regulations applies to the transaction to which the filing relates.(4) TheQFC Authority may make rules in respect of any matter that facilitates the administration of this Part or furthers the purposes of this Part, including but not limited to rules which may:(A) provide criteria for the effective filing of financing statements, amendments and other records and notifications required or permitted under this Part, including without limitation requirements as to their form, content and medium and the identification of the Debtor, the Secured Party and the Collateral;(B) provide for standard forms for use in filing financing statements, amendments and other records and notifications under paragraph (A);(C) provide for indexing, publication and licensing of financing statements, amendments and other records either individually or collectively;(D) exclude or limit the liability of theCRO ; and(E) prescribe fees payable for processing applications for filing and production of records under this Part.Article 138 - Financing statement
(1) A financing statement must be filed in accordance with this Part and any furtherRegulations .(2) The filing of a financing statement is ineffective unless the Debtor consents to the filing. A Debtor who enters into a Security Agreement is treated as consenting to the filing of a financing statement which relates to the Collateral mentioned in the Security Agreement and its Proceeds.(3) The filing of a financing change statement which:(A) adds to the Collateral covered by a financing statement; or(B) adds a Debtor to a financing statementis ineffective unless that Debtor consents to the filing.(4) A Debtor may consent to the filing of a financing statement, or be treated as consenting under paragraph (2), with retrospective effect from the date of filing.(5) Subject to Article 142, a financing statement must contain the following information to be effective:(A) the name of the Debtor;(B) the Debtor's registered number (if any);(C) the name and address of the Secured Party or its agent (if any);(D) a description of the Collateral;(E) whether the filing is to continue indefinitely or for a specified period; and(F) such other matters as may be prescribed in rules made by theQFC Authority .(6) If the Collateral is of a type which has a Unique Identifying Number, that number must also be included in the financing statement if that Collateral is of a type prescribed in rules made by theQFC Authority .Amended (as from 5th April 2015). Article 139 - Time of filing
(1) Filing of a financing statement is effective when a date, time and financing statement number are assigned to it by theCRO .(2) A financing statement may be filed:(A) before or after a Security Agreement is made; and(B) before or after a Security Interest attaches.(3) A financing statement may relate to one or more Security Agreements.(4) TheCRO shall not accept a filing:(A) until anyPrescribed Fees are paid; and(B) which does not provide information relating to each category listed in Article 138(5).(5) If theCRO is satisfied that an entry on the register was not filed in accordance with, or for the purposes of, this Part theCRO shall notify the Secured Party (or its agent) and any other person named on the financing statement. TheCRO may remove the entry from the register 21 Business Days after such notification unless any recipient of such notice applies for an order from theQFC Civil and Commercial Court to maintain that entry on the register.(6) On application to theQFC Civil and Commercial Court under Article 139(5), theQFC Civil and Commercial Court may order that the entry on the register:(A) be maintained on any condition that theQFC Civil and Commercial Court considers appropriate; or(B) be removedand theCRO must amend the register as relevant to that financing statement accordingly.Amended by QFCA RM2012-1 (as from 11th April 2012) Article 140 - Duration of filing
(1) Subject to paragraph (2), a filing continues to have effect:(A) indefinitely; or(B) if a specified period is indicated on the financing statement, for that specified period.(2) A filing ceases to have effect when it is discharged.Article 141 - CRO to issue verification statement
(1) As soon as reasonably practicable after the filing of a financing statement or financing change statement theCRO must send a verification statement to the Person making the filing.(2) "Verification statement" means a statement containing:(A) the information contained in the financing statement or financing change statement;(B) the financing statement number or financing change statement number;(C) the date and time of filing; and(D) any other prescribed data which is required to confirm the filing of a financing statement.(3) The Secured Party or Person named as the Secured Party in the financing statement or financing change statement must send to the Debtor a copy of the verification statement within ten Business Days of receiving it, unless the Debtor has waived in writing the right to receive a copy or the Debtor files the financing statement or financing change statement.Article 142 - Errors in financing statement
(1) A financing statement is not effective:(A) if it contains a defect, irregularity, omission or error such that the existence of the Security Interest would not be discovered by a reasonable search under Article 145 (whether or not a search is actually carried out); or(B) to the extent that it purports to include Collateral not mentioned in any Security Agreement to which it may relate.(2) Failure to provide a description in a financing statement in relation to any item or kind of Collateral does not make the filing ineffective with respect to other Collateral described in the financing statement.(3) Without limiting the generality of paragraph (1), a purchaser of Goods with a Unique Identifying Number who searches the register using that number alone is taken to have made a reasonable search.(4) Failure to provide the correct Unique Identifying Number in relation to any item of Collateral does not make the filing ineffective with respect to other Collateral described in the financing statement.(5) The effectiveness of a financing statement is not otherwise affected by any defect, irregularity, omission or error not specified in paragraph (1).Amended by QFCA RM2012-1 (as from 11th April 2012) Article 143 - Renewal and amendment of filing
(1) A filing may be renewed by filing a financing change statement at any time before the filing expires and the period of time for which the filing is effective is extended by the renewal period indicated on the financing change statement.(2) An amendment to a filing may be effected by filing a financing change statement at any time before the filing expires, and the amendment is effective from the time when the financing change statement is filed to the expiry of the filing which is being amended.(3) If the Debtor changes its name, registered number (if any) or other identifier it must file a financing change statement with theCRO within 21 Business Days.Amended by QFCA RM2012-1 (as from 11th April 2012) Article 144 - Filing of transfers and subordinations
(1) If a Secured Party with a Security Interest perfected by filing transfers the Security Interest or a part of it, a financing change statement may be filed disclosing the transfer. Where only an interest in part of the Collateral is transferred, the financing change statement must contain a description of the Collateral in which the interest is transferred.(2) After the filing of a financing change statement disclosing a transfer of a Security Interest, the transferee is the Secured Party for the purposes of theSecurity Regulations .(3) If a Secured Party transfers a Security Interest which is not perfected or has not been perfected by filing, a financing statement may be filed (before or after the transfer) in which the transferee is disclosed as the Secured Party.(4) For the avoidance of doubt, the transferee of a Security Interest is not required to file a financing change statement in order to continue the perfected status of the Security Interest against purchasers or in the event of insolvency.(5) Where a Security Interest has been subordinated by the Secured Party to the interest of another Person, a financing change statement may be filed to disclose the subordination at any time.Article 145 - Searches
(1) The register must be organised so as to permit searches and under one or more of the following criteria:(A) the name of the Debtor;(B) the registered number of the Debtor (if any);(C) the financing statement number;(D) the Collateral's Unique Identifying Number (if any),and any additional criteria specified by theCRO .(2) A search result that purports to be authorised by theCRO , whether printed by theCRO or by any other Person, is receivable as evidence as prima facie proof of its contents, including:(A) the date of filing of a financing statement to which the search result refers; and(B) the order of filing of the financing statement as indicated by the financing statement number.(3) TheCRO shall not authorise a search result until anyPrescribed Fee is paid.Amended by QFCA RM2012-1 (as from 11th April 2012) Article 146 - Debtor may require financing change statement
(1) If:(A) a financing statement is filed; and(B) one of the conditions set out in column 1 of Table 1 in Schedule 2 to theseRegulations is satisfied, the Debtor, or any Person with an interest in Personal Property which falls within the Collateral description on the financing statement, may give a notice in writing (a "requirement notice") to the Secured Party.(2) The requirement notice must:(A) specify the condition which is satisfied;(B) require the Secured Party to file a financing change statement with the effect indicated in column 2 of Table 1 in Schedule 2 relating to that condition; and(C) inform the Secured Party that failure to comply with the requirement notice may result in the Person who gives the notice filing the appropriate financing change statement.(3) If the Person who gives a requirement notice is not the sole Debtor, he must send a copy of the requirement notice to every other Debtor to whom the financing statement relates within 5 Business Days of the requirement notice being given to the Secured Party.(4) The Person who gives a requirement notice may file a financing change statement as requested in the requirement notice if the Secured Party does not, within 21 Business Days after the requirement notice is given, either:(A) comply with the requirement notice; or(B) apply for an order from theQFC Civil and Commercial Court to maintain the filing of the financing statement to which the requirement notice relates and notify the Person who gave the requirement notice and theCRO accordingly.(5) If theCRO receives notification under paragraph (4)(B), it must as soon as reasonably practicable amend the entry on the register relating to the financing statement in question to show that it is the subject of a dispute.(6) On application to theQFC Civil and Commercial Court by a Secured Party, theQFC Civil and Commercial Court may order that the filing:(A) be maintained on any condition and for any period of time that theQFC Civil and Commercial Court considers appropriate, subject to Article 140 and Article 141; or(B) be discharged or amendedand theCRO must amend the entry on the register relating to the financing statement accordingly.(7) Notices under this Article 146 must be given in the prescribed manner.Amended (as from 5th April 2015). Part 13: Part 13: Acquisition of Minorities in Take-Overs
Article 147 - Definitions
(1) In this Part, a "take-over offer" means an offer to acquire all theShares , or all theShares of any class or classes, in aCompany (other thanShares which at the date of the offer are already held by the offeror), being an offer on terms which are the same in relation to all theShares to which the offer relates or, where thoseShares includeShares of different classes, in relation to all theShares of each class.(2) In this Article, "Shares " meansShares which have been allotted on the date of the offer but a take-over offer may includeShares that are subsequently allotted before a date specified in or determined in accordance with the terms of the offer.Article 148 - Take-over offers
(1) The terms offered in relation to anyShares shall for the purposes of this Article 148 be treated as being the same in relation to all theShares or, as the case may be, all theShares of a class to which the offer relates notwithstanding any variation permitted by Article 148(2).(2) A variation is permitted by this paragraph where:(A) the law of a country or territory outside theQFC precludes the acceptance of an offer in the form or the forms specified, or precludes it except after compliance by the offeror with conditions with which he is unable to comply or which he regards as unduly onerous; and(B) the variation is such that the persons by whom the acceptance of an offer in that form is precluded are able to accept an offer in a different form but of substantially equivalent value.(3) The reference in Article 147(1) toShares already held by the offeror includes a reference toShares which he has contracted to acquire (which term shall includeShares which the offeror has an unconditional option to acquire) but shall not be construed as includingShares which are the subject of a contract binding the holder to accept the offer when it is made, being a contract entered into by the holder for nothing other than a promise by the offeror to make the offer.(4) Where the terms of an offer make provision for their revision and for acceptances on the previous terms to be treated as acceptances on the revised terms, the revision shall not be regarded for the purposes of this Part as the making of a fresh offer and references in this Part to the date of the offer shall accordingly be construed as references to the date on which the original offer was made.(5) In this Part "the offeror" means, subject to Article 154, the person making a take-over offer and "theCompany " means theCompany whoseShares are the subject of the offer.Article 149 - Right of offeror to buy out minority Members
(1) If, in a case in which a take-over offer does not relate toShares of different classes, the offeror has by virtue of acceptances of the offer acquired or contracted to acquire not less than nine-tenths in nominal value of theShares to which the offer relates he may give notice to the holder of anyShares to which the offer relates which the offeror has not acquired or contracted to acquire that he desires to acquire thoseShares .(2) If, in a case in which a take-over offer relates toShares of different classes, the offeror has by virtue of acceptances of the offer acquired or contracted to acquire not less than nine-tenths in nominal value of theShares of any class to which the offer relates, he may give notice to the holder of anyShares of that class which the offeror has not acquired or contracted to acquire that he desires to acquire thoseShares .(3) No notice shall be given under Article 149(1) or (2) unless the offeror has acquired or contracted to acquire theShares necessary to satisfy the minimum specified in those paragraphs before the end of the period of 4 months beginning with the date of the offer; and no such notice shall be given after the end of the period of 2 months beginning with the date on which he has acquired or contracted to acquireShares which satisfy that minimum.(4) When the offeror gives the first notice in relation to an offer he shall send a copy of it to theCompany together with a declaration by him stating that the conditions for the giving of the notice are satisfied. A person who makes such a declaration must have reasonable grounds for believing it to be true.(5) Where the offeror is aBody Corporate (whether or not aCompany within the meaning of theseRegulations ) the declaration shall be signed by a director.(6) If a person is proceeded against in respect of an alleged contravention for failing to send a copy of a notice as required by Article 149(4) it is a defence for him to prove that he took reasonable steps for securing compliance with that paragraph.(7) Where during the period within which a take-over offer can be accepted the offeror acquires or contracts to acquire any of theShares to which the offer relates but otherwise than by virtue of acceptances of the offer, then if:(A) the value of that for which they are acquired or contracted to be acquired ("the acquisition value") does not at that time exceed the value of that which is receivable by an acceptor under the terms of the offer; or(B) those terms are subsequently revised so that when the revision is announced the acquisition value, at the time mentioned in Article 149(7)(A), no longer exceeds the value of that which is receivable by an acceptor under those termsthe offeror shall be treated for the purposes of this Article 149 as having acquired or contracted to acquire thoseShares by virtue of acceptances of the offer; but in any other case thoseShares shall be treated as excluded from those to which the offer relates.Amended (as from 5th April 2015). Article 150 - Effect of notice under Article 149
(1) The following provisions shall, subject to Article 148, have effect where a notice is given in respect of anyShares under Article 149.(2) The offeror shall be entitled and bound to acquire thoseShares on the terms of the offer.(3) Where the terms of an offer are such as to give the holder of anyShares a choice of payment for hisShares the notice shall give particulars of the choice and state:(A) that the holder of theShares may within 6 weeks from the date of the notice indicate his choice by a written communication sent to the offeror at an address specified in the notice; and(B) which payment specified in the offer is to be taken as applying in default of his indicating a choice as aforesaidand the terms of the offer mentioned in Article 150(2) shall be determined accordingly.(4) Article 150(3) applies whether or not any time-limit or other conditions applicable to the choice under the terms of the offer can still be complied with; and if the payment chosen by the holder of theShares :(A) is not cash and the offeror is no longer able to make that payment; or(B) was to have been made by a third party who is no longer bound or able to make that paymentthe payment shall be taken to consist of an amount of cash payable by the offeror which at the date of the notice is equivalent to the chosen payment.(5) At the end of 6 weeks from the date of the notice the offeror shall forthwith:(A) send a copy of the notice to theCompany ; and(B) make payment to theCompany for theShares to which the notice relates.(6) The copy of the notice sent to theCompany under Article 150(5)(A) shall be accompanied by an instrument of transfer executed on behalf of theMember by a person appointed by the offeror; and on receipt of that instrument theCompany shall register the offeror as the holder of thoseShares .(7) Where the payment referred to in Article 150(5)(B) is to be made inShares or securities to be allotted by the offeror the reference in that paragraph to the making of payment shall be construed as a reference to the allotment of theShares or securities to theCompany .(8) Any sum received by aCompany under Article 150(5)(B) and any other payment received under that paragraph shall not be the property of theCompany but shall be held by theCompany on behalf of the person entitled to theShares in respect of which the sum or other payment was received.(9) Any sum received by aCompany under Article 150(5)(B) and any dividend or other sum accruing from any other payment received by aCompany under that paragraph, shall be paid into a separate bank account, being an account the balance on which bears interest at an appropriate rate and can be withdrawn by such notice (if any) as is appropriate.Amended (as from 5th April 2015). Article 151 - Right of minority Member to be bought out by offeror
(1) If in a case in which a take-over offer does not relate toShares of different classes, at any time before the end of the period within which the offer can be accepted:(A) the offeror has by virtue of acceptances of the offer acquired or contracted to acquire some (but not all) of theShares to which the offer relates; and(B) thoseShares , with or without any otherShares in theCompany which he has acquired or contracted to acquire, amount to not less than nine-tenths in nominal value of all theShares in the Companythe holder of anyShares to which the offer relates who has not accepted the offer may by a written communication addressed to the offeror require him to acquire thoseShares .(2) If a take-over offer relates toShares of any class or classes and at any time before the end of the period within which the offer can be accepted:(A) the offeror has by virtue of acceptances of the offer acquired or contracted to acquire some (but not all) of theShares of any class to which the offer relates; and(B) thoseShares , with or without any otherShares of that class which he has acquired or contracted to acquire, amount to not less than nine-tenths in nominal value of all theShares of that classthe holder of anyShares of that class who has not accepted the offer may by a written communication addressed to the offeror require him to acquire thoseShares .(3) Within 1 month of the time specified in Article 151(1) the offeror shall give anyMember who has not accepted the offer notice of the rights that are exercisable by him under that Article; and if the notice is given before the end of the period mentioned in that Article it shall state that the offer is still open for acceptance.(4) A notice under Article 151(3) may specify a period for the exercise of the rights, conferred by this Article and in that event the rights shall not be exercisable after the end of that period; but no such period shall end less than 3 months after the end of the period within which the offer can be accepted.(5) Article 151(3) does not apply if the offeror has given theMember notice in respect of theShares in question under Article 149.(6) If the offeror fails to comply with Article 151(3) he and, if the offeror is anEntity , every officer of theEntity who is in default or to whose neglect the failure is attributable, commits a contravention.(7) If an offeror other than anEntity is proceeded against in respect of an alleged contravention for failing to comply with Article 151(3) it is a defence for him to prove that he took all reasonable steps for securing compliance with that Article.Amended (as from 5th April 2015). Article 152 - Effect of requirement under Article 151
(1) The following provisions shall, subject to Article 153, have effect where aMember exercises his rights in respect of anyShares under Article 151.(2) The offeror shall be entitled and bound to acquire thoseShares on the terms of the offer or on such other terms as may be agreed.(3) Where the terms of an offer are such as to give the holder ofShares a choice of payment for hisShares the holder of theShares may indicate his choice when requiring the offeror to acquire them and the notice given to the holder under Article 151(3):(A) shall give particulars of the choice and of the rights conferred by this paragraph; and(B) may state which payment specified in the offer is to be taken as applying in default of his indicating a choiceand the terms of the offer mentioned in Article 152(2) shall be determined accordingly.(4) Article 152(3) applies whether or not any time limit or other conditions applicable to the choice under the terms of the offer can still be complied with; and if the payment chosen by the holder of theShares :(A) is not cash and the offeror is no longer able to make that payment; or(B) was to have been made by a third party who is no longer bound or able to make that paymentthe payment shall be taken to consist of an amount of cash payable by the offeror which at the date when the holder of theShares requires the offeror to acquire them is equivalent to the chosen payment.Article 153 - Applications to the QFC Civil and Commercial Court
(1) Where a notice is given under Article 149 to the holder of anyShares theQFC Civil and Commercial Court may, on an application made by him within 6 weeks from the date on which the notice was given:(A) order that the offeror shall not be entitled and bound to acquire theShares ; or(B) specify terms of acquisition different from those of the offer.(2) If an application to theQFC Civil and Commercial Court under Article 153(1) is pending at the end of the period mentioned in Article 150(5) that Article shall not have effect until the application has been disposed of.(3) Where the holder of anyShares exercises his rights under Article 151 theQFC Civil and Commercial Court may, on an application made by him or the offeror, order that the terms on which the offeror is entitled and bound to acquire theShares shall be such as theQFC Civil and Commercial Court thinks fit.(4) No order for costs or expenses shall be made against aMember making an application under Article 153(1) or (3) unless theQFC Civil and Commercial Court considers:(A) that the application was unnecessary, improper or vexatious; or(B) there has been unreasonable delay in making the application or unreasonable conduct on his part in conducting the proceedings on the application.(5) Where a take-over offer has not been accepted to the extent necessary for entitling the offeror to give notices under Article 149(1) or (2) theQFC Civil and Commercial Court may, on the application of the offeror, make an order authorising him to give notices under that Article if satisfied:(A) that the offeror has after reasonable enquiry been unable to trace one or more of the persons holdingShares to which the offer relates;(B) that theShares which the offeror has acquired or contracted to acquire by virtue of acceptances of the offer, together with theShares held by the person or persons mentioned in sub-paragraph (A), amount to not less than the minimum specified in that Article; and(C) that the terms offered are fair and reasonablebut theQFC Civil and Commercial Court shall not make an order under this Article unless it considers that it is just and equitable to do so having regard, in particular, to the number ofMembers who have been traced but who have not accepted the offer.Amended (as from 5th April 2015). Article 154 - Joint offers
(1) A take-over offer may be made by two or more persons jointly and in that event this Part has effect with the following modifications.(2) The conditions for the exercise of the rights conferred by Articles 149 and 151 shall be satisfied by the joint offerors acquiring or contracting to acquire the necessaryShares jointly (as respects acquisitions by virtue of acceptances of the offer) and either jointly or separately (in other cases); and, subject to the following provisions, the rights and obligations of the offeror under those Articles and Articles 150 and 152 shall be respectively joint rights and joint and several obligations of the joint offerors.(3) It shall be a sufficient compliance with any provision of those Articles requiring or authorising a notice or otherDocument to be given or sent by or to the joint offerors that it is given or sent by or to any of them; but the declaration required by Article 149(4) shall be made by all of them and, in the case of a joint offeror being anEntity , signed by a director of thatEntity .(4) In Article 148, Article 150(7) and Article 153 references to the offeror shall be construed as references to the joint offerors or any of them.(5) In Article 150(6) references to the offeror shall be construed as references to the joint offerors or such of them as they may determine.(6) In Article 150(4)(A) references to the offeror being no longer able to make the relevant payment shall be construed as references to none of the joint offerors being able to do so.(7) In Article 153 references to the offeror shall be construed as references to the joint offerors except that any application under paragraph (3) or (5) may be made by any of them and the reference in sub-paragraph (5)(A) to the offeror having been unable to trace one or more of the persons holdingShares shall be construed as a reference to none of the offerors having been able to do so.Article 155 - Associates
(1) The requirement of Article 147(1) that a take-over offer must extend to all theShares , or all theShares of any class or classes, in aCompany shall be regarded as satisfied notwithstanding that the offer does not extend toShares which associates of the offeror hold or have contracted to acquire; butShares which any such associate holds or has contracted to acquire, whether at the time when the offer is made or subsequently, shall be disregarded for the purposes of any reference in this Part to theShares to which a take-over offer relates.(2) Where during the period within which a take-over offer can be accepted any associate of the offeror acquires or contracts to acquire any of theShares to which the offer relates, then, if the condition specified in Article 149(8)(A) or (B) is satisfied as respects thoseShares they shall be treated for the purpose of that Article asShares to which the offer relates.(3) In Article 151(1)(B) and Article 151(2)(B) the reference toShares which the offeror has acquired or contracted to acquire shall include a reference toShares which any associate of his has acquired or contracted to acquire.(4) In this Article 155, "associate", in relation to an offeror, means one or more of the following:(A) a nominee of the offeror;(B) aHolding Company ,Subsidiary or fellowSubsidiary of the offeror or a nominee of such aHolding Company ,Subsidiary or fellowSubsidiary ; or(C) aBody Corporate in which the offeror is substantially interested.(5) For the purposes of Article 155(4)(B) aCompany is a fellowSubsidiary of anotherBody Corporate if both areSubsidiaries of the sameBody Corporate but neither is aSubsidiary of the other.(6) For the purposes of Article 155(4)(C) an offeror has a substantial interest in aBody Corporate if:(A) that body or its directors are accustomed to act in accordance with his directions or instructions; or(B) he is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of that body; or(C) he owns or controls directly or indirectly more than 20 percent of theShare capital.(7) Where the offeror is an individual his associates shall also include his spouse and any child or step-child of his.Amended (as from 5th April 2015). Part 14: Part 14: Interpretation and Definitions
Article 156 - Interpretation
(1) In theseRegulations , a reference to:(A) a provision of any law or regulation includes a reference to that provision as amended or re-enacted from time to time;(B) an obligation to publish or cause to be published a particularDocument shall, unless expressly provided otherwise in theseRegulations , include publishing or causing to be published in printed or electronic form;(C) a calendar year shall mean a year of the Gregorian calendar;(D) a month shall mean a month of the Gregorian calendar;(E) the masculine gender includes the feminine and the neuter;(F) writing includes any form of representing or reproducing words in legible form; and(G) references to a person includes any natural or legal person,Body Corporate , or body unincorporate, including a branch, company, partnership, unincorporated association, government or state.(2) The headings in theseRegulations shall not affect its interpretation.(3) A reference in theseRegulations to a Part, Article orSchedule by number only, and without further identification, is a reference to a Part, Article orSchedule of that number in theseRegulations .(4) A reference in theseRegulations to aSchedule , an Article or a Part using a short form description of suchSchedule , Article or Part in parenthesis are for convenience only and the short form description shall not affect the construction of the Article or Part to which it relates.(5) A reference in an Article or other division of theseRegulations to a paragraph, subparagraph or Article by number or letter only, and without further identification, is a reference to a paragraph, sub-paragraph or Article of that number or letter contained in the Article or other division of theseRegulations in which that reference occurs.(6) Each of theSchedules to theseRegulations shall have effect as if set out in theseRegulations and references to theseRegulations shall include reference to theSchedules .(7) Any reference in theseRegulations to "include", "including", "in particular" "for example", "such as" or similar expressions shall be considered as being by way of illustration or emphasis only and are not to be construed so as to limit the generality of any words preceding them.(8) References to chairman, Director General, director or similar expressions are, where the context permits, a reference to the person holding that office from time to time.Article 157 - Definitions
The following words and phrases shall where the context permits have the meanings shown against each of them:
Address in relation to a Member orOfficer of aCompany means:(A) if an individual, his usual residential address; and(B) if anEntity , its registered or principal officeAffiliated Company any Subsidiary ,Holding Company or other member of the same GroupAuthorised Firm a person that has been granted an authorisation in accordance with Part 5 of the Financial Services Regulations Body Corporate any body corporate, whether incorporated or constituted in the QFC or elsewhereBranch a branch of a Non-QFC Company registered in theQFC under theseRegulations or any otherRegulations Business includes every trade, profession and occupation Business Day a day on which banks are open for ordinary business in the QFC Cell a Cell created by aPCC for the purpose of segregating and protectingCellular Assets in the manner provided by Part 4Cell Shares Shares created and issued by aPCC in respect of one of itsCells pursuant to the provisions of Article 97, the proceeds of the issue of which (the "Cell Share Capital ") shall be comprised in theCellular Assets attributable to thatCell Cell Share Capital the proceeds of issue of Cell Shares Cellular Assets the assets of a PCC attributable to thePCC Cells pursuant to Article 95(4)Collective Investment Fund a fund which is a Collective Investment Fund for the purposes of theFinancial Services Regulations Company a company incorporated in the QFC under theseRegulations or any otherRegulations Council of Ministers the Council of Ministers of the State CRO the Companies Registration Office established pursuant to Article 7 of the QFC Law Data Protection Regulations and Rules The QFC Data Protection Regulations of 2005 and the rules issued pursuant to them. Document includes any document in writing, including, where permitted, a document in writing in electronic form Entity a Body Corporate or partnership or unincorporated association carrying onBusiness with a view to a profitFinancial Services Regulations the QFC Financial Services Regulations of 2005 Group with respect to an Entity :(A) thatEntity ;(B) anyHolding Company of theEntity ;(C) anySubsidiary (direct or indirect) of thatEntity or of anyHolding Company of thatEntity .Holding Company an Entity is a Holding Company of anotherEntity if the secondEntity is aSubsidiary of the firstEntity IFRS International Financial Reporting Standards Insolvency Regulations the QFC Insolvency Regulations of 2005 Insurer a Company registered under theseRegulations which is anInsurer for the purposes of theFinancial Services Regulations Liabilities includes any amount reasonably necessary to retain for the purpose of providing for any liability or loss which is either likely to be incurred or certain to be incurred but uncertain as to the amount or as to the date on which it will arise LLC a limited liability company incorporated under these Regulations Member a member of a Company as defined in Article 19 or Article 92(F) of theseRegulations as applicableMinister the Minister of Finance of the State Name in relation to a Member orOfficer of aCompany means:(A) if an individual, his forename and surname (or, in the case of a person usually known by a title, his title instead of or in addition to either or both his forename and surname); and(B) if anEntity , its corporate name or firm name.Nominal Capital the par value of a Share when issuedNon-Cellular Assets the assets of a PCC which are notCellular Assets Non-QFC Company a Body Corporate not incorporated in theQFC Officer any director or secretary of a Company from time to timeOrdinary Resolution a resolution passed by simple majority of such Members of aCompany as (being entitled to do so) vote in person or, where proxies are allowed, by proxy at a meeting of theCompany of which notice specifying the intention to propose the resolution has been duly givenPCC a company incorporated as, or converted into, a protected cell company in accordance with the provisions of Part 4 of these Regulations Prescribed Fee a fee prescribed in rules made or approved by the QFC Authority Prescribed Form a form prescribed by or approved by the QFC Authority Principal Representative a person appointed under Article 117(2)(A) of these Regulations QFC the Qatar Financial Centre QFC Authority the Qatar Financial Centre Authority established pursuant to Article 3 of the QFC Law QFC Civil and Commercial Court The Civil and Commercial court established purasuant to the QFC Law QFC Law Law No.(7) of 2005 of the State as amended by Law No.(2) of 2009 and Law No.(14) of 2009 Records Documents and other records however storedRegistrar the Registrar of theCRO appointed under Article 13 of these RegulationsRegulations Regulations enacted by the Minister in accordance with Article 9 of the QFC LawRegulatory Authority the Regulatory Authority of theQFC established pursuant to Article 8 of the QFC LawRegulatory Tribunal the tribunal established by the QFC Law .Schedule a schedule to these Regulations Security Regulations the QFC Security Regulations of 2011 Share a share in the capital of a Company Special Resolution a resolution passed by at least 75% of such Members of theCompany as (being entitled to do so) vote in person or, where proxies are allowed, by proxy at a meeting of theCompany of which notice, specifying the intention to propose the resolution as a special resolution, has been duly givenState the State of Qatar Subsidiary an Entity is aSubsidiary of anotherEntity if the secondEntity :(A) holds a majority of the voting rights in the firstEntity ;(B) is a member of the firstEntity (whether direct or indirect, or through legal or beneficial entitlement) and has the right to appoint or remove a majority of the board of directors of the firstEntity ;(C) has the right to exercise a dominant influence over the management and operation of that otherEntity through:(i) provisions contained in the constitutive documents of that otherEntity ; or(ii) any contractual arrangement relating to the management and operation of that otherEntity ; or(D) is a member of the firstEntity (whether direct or indirect, or through legal or beneficial entitlement) and controls alone or pursuant to an agreement with other members or members, a majority of the voting rights in the firstEntity ;or if the firstEntity is aSubsidiary of anotherEntity which is itself aSubsidiary of the secondEntity Support Services Provider a body corporate, partnership or limited liability partnership approved by the QFC Authority to provide corporate and administrative services.Transaction for the purposes of Part 4 of these Regulations, anything (including, without limitation, any agreement, arrangement, dealing, disposition, circumstance, event or relationship) whereby any liability arises or is imposed; and cognate expressions shall be construed accordingly UK GAAP generally accepted accounting principles in the United Kingdom US GAAP generally accepted accounting principles in the United States Wholly Owned Subsidiary an Entity is aWholly Owned Subsidiary of anotherEntity if the firstEntity has noMembers except:(A) the secondEntity ; and(B) wholly owned subsidiaries of, or persons acting on behalf of, the secondEntity or the secondEntity's wholly owned subsidiaries
Amended (as from 5th April 2015). Schedule 1: Contraventions with financial penalties stipulated
Article creating contravention General nature of contravention Maximum Financial Penalty (US$) 22 Failing to register a return as to allotments $2,000 23(2) Allotment of shares at a discount $2,000 24 Non-compliant registration of transfer of Shares $2,000 25 Non-compliance with requirements in relation to certificates of Shares $2,000 27(4) Company issues bearerShares $5,000 28(3) Failing to give notice of altered share capital $2,000 30(3)(a) Failing to publish reduction of capital in newspapers $2,000 30(3)(b) Failing to obtain signatures from 2 directors $2,000 30(5) Failing to give notice of a reduction in capital $2,000 33 Providing financial assistance $2,000 34 Unlawful dividend or other distribution $5,000 37, 92I Failure to register change of name with CRO $2,000 39, 92I Company failing to change name on direction ofCRO $2,000 40, 92J Improper use of " Limited Liability Company " or a "Company Limited by Guarantee " etc$2,000 42(1)(A), 92K(1)(A) Company failing to have a registered office in the QFC$2,000 42(1)(B), 92K(1)(B) Company failing to carry out its principal activity at or from the registered office without permission from the QFC Authority to carry on such activity at or from another placed within the QFC $2,000 43, 92L Failure to notify change of registered office $2,000 44, 92N Company failing to keep internal registers$2,000 45, 92O Failure of name to appear outside place of activities $2,000 46, 92P Company failing to have name etc. on certainDocuments $1,000 47, 92Q Company failing to lodge annual return$2,000 50, 92T Company failing to register alteration of Articles$2,000 52(1), 92V Failure of a Company to have at least one director$2,000 52(4), 92V Company failing to register a resignation, removal or appointment of director(s)$2,000 52(4), 92V Company failing to register a change in director's particulars$1,000 55, 92V Directors failing to comply with duties $2,000 56, 92V Director failure to disclose interest $2,000 57, 92W Company providing financial assistance to director without consent$2,000 60(1), 92V Company failing to have a Company secretary $2,000 60(3), 92V Company failing to register the appointment or resignation of a of secretary$2,000 60(3), 92V Company failing to register change of secretary's particulars$1,000 64 Company default in complying withCRO's direction to holdCompany meeting$15,000 77, 92FF Company failure to submit resolutions toCRO $2,000 80(1), 92HH Non-compliant maintenance of accounting Records $1,000 80(2)(A) and (B), 92HH Failure to keep and preserve accounting Records $2,000 80(2)(C), 92HH Failure to keep accounting Records open to inspection$10,000 82(3), 92HH Failure of directors to approve and sign accounts $5,000 82(4), 92HH Failure to comply with requirements within 4 months $10,000 82(5), 92HH Failure to file accounts with the CRO $2,000 83(3), 92HH Failure to provide accounts $10,000 84 Publication of accounts without auditors' report $5,000 85 Acting as auditor when not qualified $10,000 86(1) Failure to register the initial appointment of, or a change in respect of its auditor $2,000 86(6) Company failing to notify the CRO of the removal of auditor $10,000 88 Failure of auditor to comply with resignation requirements $5,000 88(4) Failure to file auditor's resignation with CRO $10,000 89 Failure of auditor to make a report as required $5,000 90(1) and (2) Auditor failing to fulfil duties $5,000 90(3), (4), (5) and 91 Company and officers etc. not co-operating with auditor$5,000 92 Company and officers etc. obstructing auditor$5,000 92M(3) Failure of an LLC(G) to notify the CRO of changes concerning itsSupport Services Provider .$2,000 105 Failure to inform persons they are dealing with a PCC $2,000 117(2)(B) Failure to maintain a principal place of business $2,000 117(2)(C) Failure of Branch to give notice of change of particulars$2,000 120(3) Failure of Branch to change name on direction ofCRO $2,000 121 Failure of Branch to give particulars ofPrincipal Representative $2,000 122(2) Failure of Branch to give notice of change of particulars$2,000 123 Failure of Branch to keep and preserve accounting records$2,000 124 Failure of Branch to have name etc. on certain documents$1,000 125 Failure of name of Branch to appear outside place of business$2,000 130 Failure to comply with direction of CRO $15,000 132 Provision of false or misleading information to the CRO $50,000 149(5) Failure to sign declaration $5,000 151(3) Offeror failing to give minority Member notice of rights$5,000
Amended (as from 5th April 2015). Schedule 2: Financing change statement
Table 1
Condition Secured party may be required to file financing change statement as shown The obligations under all of the Security Agreements to which the financing statement relates have been performed or the Secured Party is required by the QFC Law orRegulations to release the Collateral.To discharge the filing. The Secured Party has agreed to release part or all of the Collateral described in the financing statement. To amend or discharge the filing (as the case may be) so as to reflect the terms of the agreement. The description of the Collateral contained in the financing statement includes an item or kind of Personal Property that is not Collateral under a Security Agreement between the Secured Party and the Debtor. To amend the Collateral description in the kinds of Personal Property that are not Collateral under a Security Agreement between the Secured Party and the Debtor. No Security Agreement exists between the persons named in the financing statement as the Secured Party and the Debtor. To discharge the filing.
Amended by QFCA RM2012-1 (as from 11th April 2012) Endnotes
1 Abbreviation key
a = after om = omitted/repealed am = amended orig = original amdt = amendment par = paragraph/subparagraph app = appendix prev = previously art = article pt = part att = attachment r = rule/subrule b = before renum = renumbered ch = chapter reloc = relocated def = definition s = section div = division sch = schedule g = guidance sdiv = subdivision hdg = heading sub = substituted ins = inserted/added 2 Regulation history
Companies Regulations 2005
Made: 14 September 2005
Commenced: 14 September 2005
as amended by
Companies Regulations (Amended) 2008/01
Made: 4 May 2008
Commenced: 4 May 20083 Amendment history
Power of QFC Authority and QFC Regulatory Authority to make rules
art 5A ins 2008/01
Role of the QFC Authority
art 7 am 2008/01
Incorporation of a Limited Liability Company
art 17 am 2008/01
Members
art 19 am 2008/01
Return as to allotments
art 22 am 2008/01
Share premium account
art 26 am 2008/01
Reduction of share capital
art 30 am 2008/01
Redemption or purchase of own Shares
art 31 am 2008/01
Duty to deliver annual returns
art 47 am 2008/01
Appointment of directors
art 52 am 2008/01
LLC accounts
art 82 am 2008/01
Contract Regulations 2005
Enactment Notice
The Minister of Economy and Commerce hereby enacts the following regulations pursuant to Article 9 of Law No. (7) of 2005
Mohammed bin Ahmed bin Jassim Al Thani
Minister of Economy and Commerce of the State of QatarIssued at: The Qatar Financial Centre, Doha
On: 10 Shaaban 1426 A.H.
Corresponding to: 14 September 2005 A.D.
Part 1: Part 1: Application and Commencement
Article 1 - Citation
These
Regulations may be cited as the Contract Regulations 2005.Article 2 - Application
(1) TheseRegulations are made by theMinister pursuant to Article 9 of the QFC Law and shall apply in theQFC . To the fullest extent permitted by theQFC Law , the laws, rules and regulations of theState concerning the matters dealt with by or under theseRegulations shall not apply in theQFC .(2) TheseRegulations shall apply to all contracts where the parties have agreed to incorporate them into their contract or that their contract is governed by them.(3) TheseRegulations shall apply to:(A) contracts between theQFC Authority , theRegulatory Authority , Appeals Body orQFC Institutions and persons licensed to operate in or from theQFC ; and(B) all contracts between persons licensed to operate in or from the QFCif the parties have not agreed that any particular system or rules of law will govern their contract.(4) TheseRegulations shall apply to contracts between persons licensed to operate in or from theQFC and other persons where:(A) the parties have not agreed that any particular system or rules of law will govern their contract; and(B) theseRegulations are more closely connected with the contract than any other system or rules of law.Article 3 - Commencement
These
Regulations shall come into force on the date of their signature by theMinister .Article 4 - Language
In accordance with Article 9 of the QFC Law, these
Regulations are written in the English language and the English text thereof shall be the official original text. Any translation thereof into another language shall not be authoritative and in the event of any discrepancy between the English text of theseRegulations and any other version, the English text shall prevail.Article 5 - Interpretation
Words and expressions used in these
Regulations and interpretative provisions applying to theseRegulations are set out in Part 15.Part 2: Part 2: Nature of Contract
Article 6 - Freedom of contract
(1) EveryPerson shall be free to enter into a contract and to determine its content provided that in the case of a naturalPerson he is aged 18 or above and he has not been declared incapable for reasons of mental illness.(2) Where aPerson not of competent legal capacity enters into a contract, the contract is voidable:(A) at the election of thatPerson or his representative; or(B) by the order of theTribunal .Article 7 - Governing law and jurisdiction
The parties shall be free to choose the governing law and jurisdiction of any contract they enter into.
Article 8 - Form of contract
Nothing in these
Regulations requires a contract to be made or evidenced in writing or by a particular form. It may be proved by any means, including witnesses.Article 9 - Binding character of contract
A contract validly entered into is binding upon the parties. It can only be modified or terminated in accordance with its terms or by agreement or as otherwise provided in these
Regulations .Article 10 - Exclusion or modification by the parties
With the exception of the Articles in Part 4 (Validity) which are mandatory, the parties may exclude the application of these
Regulations or derogate from or vary the effect of any of their provisions.Article 11 - Usage and practices
(1) The parties are bound by any usage to which they have agreed and by any practices which they have established between themselves.(2) The parties are bound by a usage that is widely known to and regularly observed in international trade by parties in the particular trade concerned except where the application of such a usage is excluded by the contract or would be unreasonable.Article 12 - Notices
(1) Where notice is required it may be given in person or by fax or air courier, or if specifically stated in the contract by post or email.(2) A notice is effective when it reaches thePerson to whom it is given.(3) For the purpose of Article 12(2) a notice "reaches" aPerson when given to thatPerson orally or delivered at thatPerson's place of business (or if sent by post in accordance with Article 12(1) at thatPerson's mailing address).(4) For the purpose of this Article 12 "notice" includes a declaration, demand, request or any other communication of intention.Part 3: Part 3: Formation of Contract
Article 13 - Negotiations
(1) A party is free to negotiate and is not liable for failure to reach an agreement.(2) A party who has negotiated or ceased negotiations in bad faith is liable to compensate the other party for losses caused to that other party.(3) Without limiting the expression used in Article 13(2), a party acts in bad faith if that party enters into or continues negotiations with no real intention of reaching an agreement with the other party.Article 14 - Confidentiality
Where information is given as confidential by one party in the course of negotiations, the other party is under a duty not to disclose that information or to use it improperly for his own purposes, whether or not a contract is subsequently concluded. Where appropriate, the remedy for breach of that duty may include compensation based on the benefit received by the other party.
Article 15 - Manner of formation
A contract is concluded either by the acceptance of an offer or by conduct of the parties that is sufficient to show agreement.
Article 16 - Definition of offer
A proposal for concluding a contract constitutes an offer if it is sufficiently definite and indicates the intention of the offeror to be bound in case of acceptance.
Article 17 - Withdrawal of offer
(1) An offer becomes effective when it reaches the offeree.(2) An offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offeree before or at the same time as the offer.Article 18 - Revocation of offer
Until a contract is concluded an offer may be revoked if the revocation reaches the offeree before it has dispatched an acceptance. However, an offer cannot be revoked if it indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable.
Article 19 - Rejection of offer
An offer is terminated when a rejection reaches the offeror.
Article 20 - Mode of acceptance
(1) A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. Silence or inactivity does not in itself amount to acceptance.(2) An acceptance of an offer becomes effective when the indication of assent reaches the offeror.(3) However, if, by virtue of the offer or as a result of practices which the parties have established between themselves or of usage, the offeree may indicate assent by performing an act without notice to the offeror, the acceptance is effective when the act is performed.Article 21 - Time of acceptance
An offer must be accepted within the time the offeror has fixed or, if no time is fixed, within a reasonable time having regard to the circumstances, including the rapidity of the means of communication employed by the offeror. An oral offer must be accepted immediately unless the circumstances indicate otherwise.
Article 22 - Acceptance within a fixed period of time
(1) A period of acceptance fixed by the offeror in a written offer begins to run from the time that the offer is dispatched. A time indicated in the offer is deemed to be the time of dispatch unless the circumstances indicate otherwise.(2) A period of acceptance fixed by the offeror in an oral offer begins to run from the time the offer is received by the offeree.Article 23 - Late acceptance and delay in transmission
(1) A late acceptance is nevertheless effective as an acceptance if without undue delay the offeror so informs the offeree or gives notice to that effect.(2) If a letter or other writing containing a late acceptance shows that it has been sent in such circumstances that if its transmission had been normal it would have reached the offeror in due time, the late acceptance is effective as an acceptance unless, without undue delay, the offeror informs the offeree that it considers the offer as having lapsed.Article 24 - Withdrawal of acceptance
An acceptance may be withdrawn if the withdrawal reaches the offeror before or at the same time as the acceptance would have become effective.
Article 25 - Modified acceptance
A reply to an offer which purports to be an acceptance but contains additions, limitations or other modifications is a rejection of the offer and constitutes a counter-offer.
Article 26 - Conclusion of contract dependent on agreement on specific matters or in a specific form
Where in the course of negotiations one of the parties insists that the contract is not concluded until there is agreement on specific matters or in a specific form, no contract is concluded before agreement is reached on those matters or in that form.
Article 27 - Contract with terms deliberately left open
(1) If the parties intend to conclude a contract, the fact that they intentionally leave a term to be agreed upon in further negotiations or to be determined by a thirdPerson does not prevent a contract from coming into existence.(2) If the parties subsequently reach no agreement on the term or the thirdPerson does not determine the term, the existence of the contract is not affected by the fact that the term has not been agreed or determined if:(A) the term is not an essential term of the current contract; or(B) the term is an essential term of the current contract, provided that there is an alternative means of rendering the term definite that is reasonable in the circumstances, having regard to the intention of the parties.Article 28 - Entire agreement
A contract in writing which contains a clause indicating that the writing completely embodies the terms on which the parties have agreed cannot be contradicted or supplemented by evidence of prior statements or agreements.
Article 29 - No variations
A contract in writing which contains a clause requiring any modification or termination by agreement to be in a particular form may not be otherwise modified or terminated.
Article 30 - Contracting under standard terms
(1) Where one or more parties use standard terms in concluding a contract, the general rules on formation apply, subject to Article 30(3).(2) Standard terms are provisions which are prepared in advance for general and repeated use by one party and which are actually used without negotiation with the other party or parties.(3) In case of conflict between a standard term and a term which is not a standard term the latter prevails.Article 31 - Validity of agreement
(1) Subject to Articles 15 (Manner of formation) and 29 (No variations), a contract is concluded, modified or terminated by the agreement of the parties, without any further requirement.(2) Consideration is not required for a contract to be binding.Part 4: Part 4: Validity
Article 32 - Initial impossibility
(1) The mere fact that at the time of the conclusion of the contract the performance of the obligation assumed was impossible does not affect the validity of the contract.(2) The mere fact that at the time of the conclusion of the contract a party was not entitled to dispose of the assets to which the contract relates does not affect the validity of the contract.Article 33 - Relevant mistake
(1) Mistake is an erroneous assumption relating to facts or law existing when the contract was concluded.(2) A party may only avoid the contract for mistake if:(A) the mistake relates to the existence of the subject matter of the contract, the identity the subject matter, the possibility of performing the contract, or the quality or quantity of the subject matter;(B) when the contract was concluded, the mistake was of such importance that a reasonablePerson in the same situation as the party in error would only have concluded the contract on materially different terms or would not have concluded it at all if the true state of affairs had been known; and(C) either:(i) the other party made the same mistake, or caused the mistake, or knew or ought to have known of the mistake and it was contrary to reasonable commercial standards of fair dealing to leave the mistaken party in error; or(ii) the other party had not at the time of avoidance acted in reliance on the contract.(3) However, a party may not avoid the contract if it was grossly negligent in committing the mistake or the mistake relates to a matter in regard to which the risk of mistake was assumed or, having regard to the circumstances, should be borne by the mistaken party.Article 34 - Remedies for non-performance
A party is not entitled to avoid the contract on the ground of mistake if the circumstances on which that party relies afford, or could have afforded, a remedy for non-performance.
Article 35 - Misrepresentation
(1) A party may avoid the contract when it has been led to conclude the contract by a material misrepresentation by the other party.(2) Misrepresentation is an inducement to enter into a contract by a statement which is misleading.Article 36 - Threat
A party may avoid the contract when it has been led to conclude the contract by the other party's unjustified threat which, having regard to the circumstances, is so imminent and serious as to leave the first party no reasonable alternative. In particular, a threat is unjustified if the act or omission with which a party has been threatened is wrongful in itself, or is wrong to use it as a means to obtain the conclusion of the contract.
Article 37 - Illegality
A party may avoid the contract if the contract would result in a breach of the
QFC Law or anyRegulations or rules made pursuant thereto or would be illegal under any of the mandatory or criminal laws of theState or other state where the obligations are to be performed.Article 38 - Confirmation
If the party entitled to avoid the contract expressly or impliedly confirms the contract after the period of time for giving notice of avoidance has begun to run, avoidance of the contract is excluded.
Article 39 - Loss of right to avoid
(1) If a party is entitled to avoid the contract for mistake but the other party declares itself willing to perform or performs the contract as it was understood by the first party, the contract is considered to have been concluded as the first party understood it. The second party must make such a declaration or render such performance promptly after having been informed of the manner in which the first party had understood the contract and before the first party has acted in reliance on a notice of avoidance.(2) After such a declaration or performance the right to avoidance is lost and any earlier notice of avoidance is ineffective.Article 40 - Notice of avoidance
The right of a party to avoid the contract is exercised by notice to the other party.
Article 41 - Time limits
Notice of avoidance shall be given within a reasonable time, having regard to the circumstances, after the avoiding party knew or could not have been unaware of the relevant facts or became capable of acting freely.
Article 42 - Retroactive effect of avoidance
(1) Avoidance takes effect retroactively.(2) On avoidance either party may claim restitution of whatever is supplied under the contract or the part of it avoided, provided that he concurrently makes restitution of whatever he has received under the contract or the part of it avoided or, if he cannot make restitution in kind, he makes an allowance for what it has received.Article 43 - Damages
Irrespective of whether or not the contract has been avoided, the party who knew or ought to have known of the ground for avoidance is liable for damages so as to put the other party in the same position in which he would have been if he had not concluded the contract.
Article 44 - Mandatory character of the provisions of Part 4
The provisions of this Part 4 are mandatory.
Part 5: Part 5: Interpretation
Article 45 - Intention of the parties
(1) A contract shall be interpreted according to the common intention of the parties.(2) If such an intention cannot be established, the contract shall be interpreted according to the meaning that reasonablePersons of the same kind as the parties would give to it in the same circumstances.Article 46 - Interpretation of statements and other conduct
(1) The statements and other conduct of a party shall be interpreted according to that party's intention if the other party knew or could not have been unaware of that intention.(2) If the preceding paragraph is not applicable, such statements and other conduct shall be interpreted according to the meaning that a reasonablePerson of the same kind as the other party would give to it in the same circumstances.Article 47 - Relevant circumstances
In applying Article 45 and Article 46, regard shall be had to all the circumstances, including:
(1) preliminary negotiations between the parties;(2) practices which the parties have established between themselves;(3) the conduct of the parties subsequent to the conclusion of the contract;(4) the nature and purpose of the contract;(5) the meaning commonly given to terms and expressions in the trade concerned; and(6) usage.Article 48 - Reference to contract or statement as a whole
Terms and expressions shall be interpreted in the light of the whole contract or statement in which they appear.
Article 49 - All terms to be given effect
Contract terms shall be interpreted so as to give effect to all the terms rather than to deprive some of them of effect.
Article 50 - Contra proferentem rule
If contract terms supplied by one party are unclear, an interpretation against that party is preferred.
Article 51 - Linguistic discrepancies
Where a contract is drawn up in two or more language versions which are equally authoritative there is, in case of discrepancy between the versions, a preference for the interpretation according to a version in which the contract was originally drawn up.
Part 6: Part 6: Content
Article 52 - Express and Implied Obligations
The contractual obligations of the parties may be express or implied.
Article 53 - Implied Obligations
(1) Implied obligations stem from reasonableness, the nature and purpose of the contract and practices established between the parties and usages.(2) In a contract for the sale of goods:(A) there shall be an implied term on the part of the seller that the seller has the right to sell the goods in question and that such goods are not subject to any encumbrances;(B) by description there shall be an implied term that the goods will correspond with that description; and(C) where a purchaser of goods makes known any particular purpose for which goods are being bought there shall be an implied term that such goods are fit for such purpose.(3) In a contract for services there shall be an implied term that the provider of such services will use reasonable skill in the provision of the services.Article 54 - Co-operation between the parties
Each party shall co-operate with the other party when such co-operation may reasonably be expected for the performance of that party's obligations.
Article 55 - Duty to achieve a specific result and duty of reasonable efforts
(1) To the extent that an obligation of a party involves a duty to achieve a specific result, that party is bound to achieve that result.(2) To the extent that an obligation of a party involves a duty of reasonable efforts in the performance of an activity, that party is bound to make such efforts as would be made by a reasonablePerson of the same kind in the same circumstances.Article 56 - Determination of kind of duty involved
In determining the extent to which an obligation of a party involves a duty of reasonable efforts in the performance of an activity or duty to achieve a specific result, regard shall be had, among other factors, to the way in which the obligation is expressed in the contract, the contractual price and other terms of the contract, the degree of risk normally involved in achieving the expected result and the ability of the other party to influence the performance of the obligation.
Article 57 - Determination of quality of performance
Where the quality of performance is neither fixed by, nor determinable from, the contract a party is bound to render a performance of a quality that is reasonable in the circumstances.
Article 58 - Price determination
(1) Where a contract does not fix or make provision for determining the price, the parties are considered, in the absence of any indication to the contrary, to have made reference to the price generally charged at the time of the conclusion of the contract for such performance in comparable circumstances in the trade concerned or, if no such price is available, to a reasonable price.(2) Where the price is to be fixed by a thirdPerson , and thatPerson cannot or will not do so, the price shall be a reasonable price.(3) Where the price is to be fixed by reference to factors which do not exist or have ceased to exist or to be accessible, the nearest equivalent factor shall be treated as a substitute.Article 59 - Contract for an Indefinite Period
A contract for an indefinite period may be ended by either party by giving notice a reasonable time in advance.
Article 60 - Release by agreement
(1) AnObligee may release its right by agreement with theObligor .(2) An offer to release a right gratuitously shall be deemed accepted if theObligor does not reject the offer without delay after having become aware of it.Part 7: Part 7: Agency
Article 61 - Authority of Agents
(1) This Part governs the relationship which results from the consent of onePerson ("thePrincipal ") that anotherPerson (the "Agent ") may act on behalf of thePrincipal and from the consent of theAgent to act on behalf of thePrincipal .(2) TheAgent has authority to perform all acts necessary in the circumstances to achieve the purposes for which the authority was granted.Article 62 - Agency disclosed
(1) Where anAgent acts within the scope of its authority and a third party knew or ought to have known that theAgent was acting as anAgent , the acts of theAgent shall directly affect the legal relations between thePrincipal and the third party and, subject to Article 62(2), no legal relation is created between theAgent and the third party.(2) The acts of theAgent shall affect the relations between theAgent and the third party, where theAgent with the consent of thePrincipal undertakes to become the party to the contract.Article 63 - Agency undisclosed
(1) Where anAgent acts within the scope of his authority and the third party neither knew nor ought to have known that theAgent was acting as anAgent , the acts of theAgent shall affect the relations between theAgent and the third party, but the relations between thePrincipal and the third party shall only be affected under the conditions set out in paragraphs (2) and (3) of this Article.(2) If theAgent becomes insolvent, or if he commits a fundamental non-performance towards thePrincipal , or if prior to the time for performance it is clear that there will be fundamental non-performance:(A) on thePrincipal's demand, theAgent shall communicate the name and address of the third party to thePrincipal ; and(B) thePrincipal may exercise against the third party the rights acquired on thePrincipal 's behalf by theAgent , subject to any defences which the third party may have against theAgent .(3) If theAgent becomes insolvent, or if he commits a fundamental non-performance towards the third party, or if prior to the time for performance it is clear that there will be fundamental non-performance:(A) on the third party's demand, theAgent shall communicate the name and address of thePrincipal to the third party; and(B) the third party may exercise against thePrincipal the rights the third party has against theAgent , subject to any defences which theAgent may have against the third party.(4) The rights under Article 63(2) and (3) may be exercised only if notice of intention to exercise them is given to theAgent and to the third party orPrincipal , respectively. Upon receipt of the notice, the third party orPrincipal is no longer entitled to render performance to theAgent .Article 64 - Agent acting without or exceeding his authority
(1) Where anAgent acts without authority or exceeds his authority, his acts do not affect the legal relations between thePrincipal and the third party.(2) However, where thePrincipal causes the third party reasonably to believe that theAgent has authority to act on behalf of thePrincipal and that theAgent is acting within the scope of that authority, thePrincipal may not invoke against the third party the lack of authority of theAgent .Article 65 - Liability of Agent acting without or exceeding his authority
(1) AnAgent that acts without authority or exceeds his authority is, failing ratification by thePrincipal , liable for damages that will place the third party in the same position as if theAgent had acted with authority and not exceeded his authority.(2) However, theAgent is not liable if the third party knew or ought to have known that theAgent had no authority or was exceeding its authority.Article 66 - Duties of an Agent
An
Agent shall be subject to the following duties towards hisPrincipal :(1) duty of care and skill;(2) duty of loyalty;(3) duty to account for profits;(4) duty not to act as an adverse party without thePrincipal's consent;(5) duty not to compete as to the subject matter of the agency;(6) duty not to act for aPerson with conflicting interests; and(7) duty not to use or disclose confidential information belonging to hisPrincipal or disclosed to him by a third party in relation to his activities as anAgent .Article 67 - Conflict of interests
(1) If a contract concluded by anAgent involves theAgent in a conflict of interests with thePrincipal of which the third party knew or ought to have known, thePrincipal may avoid the contract. The right to avoid is subject to Articles 38, 40, 41 and 42.(2) However, thePrincipal may not avoid the contract:(A) if thePrincipal had consented to, or knew or ought to have known of, theAgent's involvement in the conflict of interests; or(B) if theAgent had disclosed the conflict of interests to thePrincipal and the latter had not objected within a reasonable time.Article 68 - Sub-agency
An
Agent has implied authority to appoint a sub-agent to perform acts which it is not reasonable to expect theAgent to perform itself. The provisions of this Part 7 apply to the sub-agency.Article 69 - Ratification
(1) An act by anAgent that acts without authority or exceeds his authority may be ratified by thePrincipal . On ratification the act produces the same effects as if it had initially been carried out with authority.(2) The third party may by notice to thePrincipal specify a reasonable period of time for ratification. If thePrincipal does not ratify within that period of time he can no longer do so.(3) If, at the time of theAgent's act, the third party neither knew nor ought to have known of the lack of authority, he may, at any time before ratification, by notice to thePrincipal indicate his refusal to become bound by a ratification.Article 70 - Indemnification
Where an
Agent makes a payment on behalf of thePrincipal or suffers a loss which it is fair that thePrincipal should bear thePrincipal shall be subject to a duty to indemnify theAgent .Article 71 - Affirmation
A
Person may affirm an unauthorised action carried out on his behalf so as to treat the action as authorised.Article 72 - Termination of authority
(1) Termination of authority is not effective in relation to the third party unless the third party knew or ought to have known of it.(2) Notwithstanding the termination of his authority anAgent :(A) remains authorised to perform the acts that are necessary to prevent harm to thePrincipal's interests;(B) shall remain under a duty of confidentiality to thePrincipal ; and(C) shall remain under a duty to account for profits arising out of his agency.Part 8: Part 8: Performance
Article 73 - Time of performance
(1) A party must perform his obligations:(A) if a time is fixed by or determinable from the contract, at that time;(B) if a period of time is fixed by or determinable from the contract, at any time within that period unless circumstances indicate that the other party is to choose a time; and(C) in any other case, within a reasonable time after the conclusion of the contract.(2) The parties may include a provision in their contract stating that time is to be of the essence in relation to the performance of a particular term or the contract as a whole. Such a provision shall allow the party relying on the provision to terminate the contract if the other party fails to perform the obligation in accordance with the date or time specified.(3) Time will be implied to be of the essence in relation to a particular term of the contract and the party relying on the term shall be allowed to terminate the contract if:(A) one party serves reasonable notice on the other to perform his obligations by a certain date and failure by the other party to comply with the terms of the notice goes to the root of the contract so as to deprive the other party of substantial benefit to which he is entitled under the terms of the contract; or(B) the circumstances indicate that a date or time must be complied with where failure to perform on time would deprive the other party of a substantial benefit to which he is entitled under the terms of the contract.(4) Where time is not of the essence a substantial or serious failure to perform obligations in accordance with the time limits set out in Article 73(1) may nevertheless constitute a fundamental breach of the contract if the conditions set out in Article 110 (Right to terminate the contract) are met.Article 74 - Performance at one time or in instalments
In cases under Article 73(1)(B) or (C), a party must perform his obligations at one time if that performance can be rendered at one time and the circumstances do not indicate otherwise.
Article 75 - Partial performance
(1) TheObligee may reject an offer to perform in part at the time performance is due, whether or not such offer is coupled with an assurance as to the balance of the performance, unless theObligee has no legitimate interest in so doing.(2) Additional expenses caused to theObligee by partial performance are to be borne by theObligor without prejudice to any other remedy.Article 76 - Order of Performance
(1) To the extent that the performances of the parties can be rendered simultaneously, the parties are bound to render them simultaneously unless the circumstances indicate otherwise.(2) To the extent that the performance of only one party requires a period of time, that party is bound to render its performance first, unless the circumstances indicate otherwise.Article 77 - Earlier Performance
(1) TheObligee may reject an earlier performance unless he has no legitimate interest in so doing.(2) Acceptability by a party of an earlier performance does not affect the time for the performance of his own obligations if that time has been fixed irrespective of the performance of the other party's obligations.(3) Additional expenses caused to theObligee by earlier performance are to be borne by theObligor , without prejudice to any other remedy.Article 78 - Place of Performance
(1) If the place of performance is neither fixed by, nor determinable from the contract, a party is to perform:(A) a monetary obligation, at theObligee's place of business; and(B) any other obligation, at his own place of business.(2) A party must bear any increase in the expenses incidental to performance which is caused by a change in his place of business subsequent to the conclusion of the contract.Article 79 - Payment by cheque or other instrument
(1) Payment may be made in any form used in the ordinary course of business at the place for payment.(2) However, anObligee who accepts, either by virtue of Article 79(1) or voluntarily, a cheque, any other order to pay or a promise to pay, is presumed to do so only on condition that it will be honoured.Article 80 - Payment by funds transfer
(1) Unless theObligee has indicated a particular account, payment may be made by a transfer to any of the financial institutions in which theObligee has made it known that he has an account.(2) In case of payment by a transfer, the obligation of theObligor is discharged when the transfer to theObligee's financial institution becomes effective.Article 81 - Currency of payment
(1) If a monetary obligation is expressed in a currency other than that of the place of payment, it may be paid by theObligor in the currency of the place for payment unless:(A) the currency is not freely convertible; or(B) the parties have agreed that payment should be made only in the currency in which the monetary obligation is expressed.(2) If it is impossible for theObligor to make payment in the currency in which the monetary obligation is expressed, theObligee may require payment in the currency of the place for payment, even in the case referred to in Article 81(1)(B).(3) Payment in the currency of the place for payment is to be made according to the applicable rate of exchange prevailing there when payment is due.(4) However, if theObligor has not paid at the time when payment is due, theObligee may require payment according to the applicable rate of exchange prevailing either when payment is due or at the time of actual payment.Article 82 - Currency not expressed
Where a monetary obligation is not expressed in a particular currency, payment must be made in the currency of the place where payment is to be made.
Article 83 - Costs of performance
Each party shall bear the costs of performance of his obligations.
Article 84 - Imputation of payments
(1) AnObligor owing several monetary obligations to the sameObligee may specify at the time of payment the debt to which he intends the payment to be applied. However, the payment discharges first any expenses, then interest due and finally the principal.(2) If theObligor makes no such specification, theObligee may, within a reasonable time after payment, declare to theObligor the obligation to which he imputes the payment, provided that the obligation is due and undisputed.(3) In the absence of imputation under Article 84(1) or (2), payment is imputed to that obligation which satisfies one of the following criteria and in the order indicated:(A) an obligation which is due or which is the first to fall due;(B) the obligation for which theObligee has least security;(C) the obligation which is the most burdensome for theObligor ; and(D) the obligation which has arisen first.(4) If none of the criteria in Article 84(3) apply, payment is imputed to all the obligations proportionally.Article 85 - Onerous performance
Unless Article 94 (
Force Majeure ) applies, where the performance of a contract becomes more onerous for one of the parties, that party is nevertheless bound to perform his obligations.Part 9: Part 9: Set-Off
Article 86 - Conditions of set-off
(1) Any party (the first party) may set-off against any monetary obligation of another party (the second party) any sum owing by the first party to the second party on any account whatsoever in any freely convertible currency at any office or branch in any jurisdiction and whether or not such sum is immediately due and payable.(2) For the purpose of any such set-off, the first party may convert any such sum owing to the second party into any currency in which any obligation of the second party is payable.(3) If any obligation of the second party is unliquidated or otherwise unascertained the first party may set-off an amount estimated by him in good faith on account of such obligation, without prejudice to the obligation of the second party to pay or account for any shortfall.Article 87 - Set-off by notice
(1) The right of set-off is exercised by notice to the other party.(2) The notice must specify the obligations to which it relates.(3) If the notice does not specify the obligation against which set-off is exercised, the other party may, within a reasonable time, declare to the first party the obligation to which set-off relates. If no such declaration is made, the set-off will relate to all the obligations proportionally.Article 88 - Effect of set-off
(1) Set-off discharges the obligations to which it relates.(2) If obligations differ in amount, set-off discharges the obligations up to the amount of the lesser obligation.(3) Set-off takes effect as from the time of notice.Part 10: Part 10: Non-Performance
Article 89 - Breach of contract
(1) Breach of contract is failure (without lawful excuse) by a party to perform any of his obligations under the contract, including defective performance or late performance.(2) In order to claim breach of contract a party must show that the other party has breached a specific express or implied term of the contract.Article 90 - Interference by the other party
A party may not rely on the non-performance of the other party to the extent that such non-performance was caused by the first party's act or omission or by another event as to which the first party bears the risk.
Article 91 - Withholding performance
(1) Where the parties are to perform simultaneously, either party may withhold performance until the other party tenders performance.(2) Where the parties are to perform consecutively, the party that is to perform later may withhold his performance until the first party has performed.Article 92 - Remedy by non-performing party
(1) The non-performing party may, at his own expense, remedy any non-performance, provided that:(A) without undue delay, he gives notice indicating the proposed manner and timing of the cure;(B) remedy is appropriate and practicable in the circumstances;(C) the aggrieved party has no legitimate interest in refusing remedy;(D) the remedy will put the aggrieved party in the position he would have been in had the contract been performed properly; and(E) remedy is effected promptly.(2) The right to remedy is not precluded by notice of termination.(3) Upon effective notice of remedy, rights of the aggrieved party that are inconsistent with the non-performing party's performances are suspended until the time for remedy has expired.(4) The aggrieved party may withhold performance pending remedy.(5) Notwithstanding remedy, the aggrieved party retains the right to claim damages for delay as well as for any harm caused or not prevented by the remedy.Article 93 - Additional period for performance
(1) In a case of non-performance the aggrieved party may by notice to the other party allow an additional period of time for performance.(2) During the additional period the aggrieved party may withhold performance of his own reciprocal obligations and may claim damages but may not resort to any other remedy. If he receives notice from the other party that the latter will not perform within that period, or if upon expiry of that period due performance has not been made, the aggrieved party may resort to any of the remedies that may be available under thoseRegulations .(3) Where in a case of delay in performance which is not fundamental the aggrieved party has given notice allowing an additional period of time of reasonable length, he may terminate the contract at the end of that period. If the additional period allowed is not of reasonable length it shall be extended to a reasonable length. The aggrieved party may in his notice provide that if the other party fails to perform within the period allowed by the notice the contract shall automatically terminate.(4) Article 93(3) does not apply where the obligation which has not been performed is only a minor part of the contractual obligation of the non-performing party.Article 94 - Force Majeure
(1) "Force Majeure " means any circumstances which are not within the reasonable control of the party concerned and which that party could not be reasonably be expected to have taken into account at the time of conclusion of the contract, including without limitation strikes, damage to premises, plant and equipment, breach of a contract by an unrelated third party, governmental action, civil commotion, riot or war and natural physical disaster.(2) Neither party shall be deemed to be in breach of a contract or otherwise liable to the other as a result of any delay or failure in the performance of its obligations if and to the extent that such delay or failure is caused byForce Majeure and the time for performance of the relevant obligation(s) shall be extended accordingly.(3) The party not affected by suchForce Majeure shall be relieved from any obligation to make payment to the party affected by theForce Majeure for so long as the performance is suspended except in respect of performance which has been actually carried out, and which complies with the terms of the contract.(4) A party whose performance of his obligations is delayed or prevented byForce Majeure shall:(A) forthwith notify the other party of the nature, extent, effect and likely duration of the circumstances constituting theForce Majeure ;(B) use all reasonable endeavours to minimise the effect of theForce Majeure on its performance of his obligations; and(C) subject to Article 94(5) forthwith after the cessation of theForce Majeure notify the other party thereof and resume full performance of his obligations.(5) If anyForce Majeure delays or prevents the performance of the obligations of either party for a continuous period in excess of six months, the party not so affected shall then be entitled to give notice to the affected party to terminate the contract.Part 11: Part 11: Remedies
Article 95 - Performance of monetary obligation
Where a party who is obliged to pay money does not do so, the other party may require payment.
Article 96 - Performance of non-monetary obligation
Where a party who owes an obligation other than one to pay money does not perform, the other party may require performance, unless:
(1) performance is impossible in law or fact;(2) performance or, where relevant, enforcement is unreasonably burdensome or expensive;(3) the party entitled to performance may reasonably obtain performance from another source;(4) performance is of an exclusively personal character; or(5) the party entitled to performance does not require performance within a reasonable time after he has, or ought to have, become aware of the non-performance.Article 97 - Repair and replacement of defective performance
The right to performance includes in appropriate cases the right to require repair, replacement, or other cure of defective performance. The provisions of Article 95 and Article 96 apply accordingly.
Article 98 - Judicial penalty
(1) Where theTribunal orders a party to perform, it may also direct that such party pay a penalty if he does not comply with the order.(2) Payment of the penalty to the aggrieved party does not exclude any claim for damages.Article 99 - Change of remedy
(1) An aggrieved party who has required performance of a non-monetary obligation and who has not received performance within a period fixed or otherwise within a reasonable period of time may invoke any other remedy.(2) Where the decision of theTribunal for performance of a non-monetary obligation cannot be enforced, the aggrieved party may invoke any other remedy.Article 100 - Right to damages
Where a party's breach of contract has caused the other party loss the aggrieved party has a right to damages either exclusively or in conjunction with any other remedies provided that only loss arising directly from the breach or other loss which can fairly or reasonably have been within the contemplation of the parties at the time the contract was made can be recovered.
Article 101 - Compensation
The aggrieved party is entitled to compensation for loss sustained as a result of the breach so that he will be placed in the position he would have been in if the contract had been properly performed.
Article 102 - Harm due in part to aggrieved party
Where the harm is due in part to an act or omission of the aggrieved party or to another event as to which that party bears the risk, the amount of damages shall be reduced to the extent that these factors have contributed to the harm, having regard to the conduct of the parties.
Article 103 - Mitigation of harm
(1) The aggrieved party must take reasonable steps to mitigate any loss.(2) The non-performing party is not liable for harm suffered by the aggrieved party to the extent that the harm could have been reduced by the latter party's taking reasonable steps.(3) The aggrieved party is entitled to recover any expenses reasonably incurred in attempting to reduce the harm.Article 104 - Interest for failure to pay money
(1) If a party does not pay a sum of money when it falls due the aggrieved party is entitled to interest upon that sum from the time when payment is due to the time of payment whether or not the non-payment is excused.(2) The rate of interest shall be the average bank short-term lending rate to prime borrowers prevailing in theState .(3) The aggrieved party is entitled to additional damages if the non-payment caused him a greater harm.(4) Unless otherwise agreed, interest on damages for breach of non-monetary obligations accrues as from the time the damages are awarded.Article 105 - Manner of monetary redress
(1) Damages are to be paid:(A) in a lump sum; or(B) where the nature of the harm makes it appropriate, in instalments.(2) Damages to be paid in instalments may be indexed on reasonable commercial terms as decided by theTribunal .Article 106 - Currency in which to access damages
Damages are to be assessed either in the currency in which the monetary obligation was expressed or in the currency in which the harm was suffered, whichever is more appropriate.
Article 107 - Liquidated damages
(1) Where the contract provides that a party who does not perform is to pay a specified sum to the aggrieved party for such non-performance, the aggrieved party is entitled to that sum irrespective of its actual harm.(2) However, notwithstanding any agreement to the contrary, the specified sum may be reduced to a reasonable amount where it is grossly excessive in relation to the harm resulting from the non- performance and to the other circumstances.Article 108 - Limitation
(1) An action for breach of any contract must be commenced within six years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it.(2) A cause of action occurs when the breach occurs, regardless of the aggrieved party's lack of knowledge of the breach.Article 109 - Effect of expiration of limitation period
(1) The expiration of the limitation period does not extinguish the right.(2) For the expiration of the limitation period to have effect, theObligor must assert it as a defence.(3) A right may still be relied on as a defence even though the expiration of the limitation period for that right has been asserted.Part 12: Part 12: Termination
Article 110 - Right to terminate the contract
(1) A party may terminate the contract where the failure of the other party to perform an obligation under the contract amounts to a fundamental breach.(2) In determining whether a failure to perform an obligation amounts to a fundamental breach regard shall be had, in particular, to whether:(A) the non-performance substantially deprives the aggrieved party of what he was entitled to expect under the contract unless the other party did not foresee and could not reasonably have foreseen such result;(B) strict compliance with the obligation which has not been performed is of essence under the contract;(C) the non-performance is intentional or reckless;(D) the non-performance gives the aggrieved party reason to believe that he cannot rely on the other party's future performance; and(E) the non-performing party will suffer disproportionate loss as a result of the preparation or performance if the contract is terminated.(3) In the case of delay the aggrieved party may also terminate the contract if the other party fails to perform before the time allowed under Article 91 (Withholding performance) has expired.Article 111 - Notice of termination
(1) The right of a party to terminate the contract is exercised by notice to the other party.(2) If performance has been offered late or otherwise does not conform to the contract the aggrieved party will lose his right to terminate the contract unless he gives notice to the other party within a reasonable time after he has or ought to have become aware of the non-conforming performance.Article 112 - Anticipatory non-performance
Where prior to the date for performance by one of the parties it is clear that there will be a fundamental non-performance by that party, the other party may terminate the contract.
Article 113 - Adequate assurance of due performance
A party who reasonably believes that there will be a fundamental non-performance by the other party may demand adequate assurance of due performance and may meanwhile withhold his own performance. Where this assurance is not provided within a reasonable time the party demanding it may terminate the contract.
Article 114 - Effects of termination in general
(1) Termination of the contract releases both parties from their obligation to effect and to receive future performance.(2) Termination does not preclude a claim for damages for non-performance.(3) Termination does not affect any provision in the contract for the settlement of disputes or any other term of the contract which is to operate even after termination.Article 115 - Restitution
On termination of a contract either party may claim restitution of whatever it has supplied, provided that such party concurrently makes restitution of whatever it has received. If restitution in kind is not possible or appropriate allowance should be made in money whenever possible.
Part 13: Part 13: Transfer of Rights and Obligations
Article 116 - Assignment of rights
Assignment of a right means the transfer by agreement from one
Person (the "Assignor ") to anotherPerson (the "Assignee "), including transfer by way of security, of theAssignor's right to payment of a monetary sum or other performance from anObligor .Article 117 - Assignability of non-monetary rights
A right to non-monetary performance may be assigned only if the assignment does not render the obligation significantly more burdensome.
Article 118 - Partial assignment
(1) A right to the payment of a monetary sum may be assigned partially.(2) A right to other performance may be assigned partially only if it is divisible, and the assignment does not render the obligation significantly more burdensome.Article 119 - Future rights
Only existing rights may be assigned. A purported assignment of a future right which does not yet exist shall operate as an agreement to assign the right when it arises.
Article 120 - Rights assigned without individual specification
A number of rights may be assigned without individual specification, provided such rights can be identified as rights to which the assignment relates at the time of the assignment or when they come into existence.
Article 121 - Agreement between assignor and assignee sufficient
(1) A right is assigned by mere agreement for the assignment of rights between theAssignor and theAssignee , without notice to theObligor .(2) The consent of theObligor is not required unless the obligation in the circumstances is of an essentially personal character.Article 122 - Obligor's additional costs
The
Obligor has a right to be compensated by theAssignor or theAssignee for any additional costs caused by the assignment.Article 123 - Non-assignment clauses
(1) The assignment of a right to the payment of a monetary sum is effective notwithstanding an agreement between theAssignor and theObligor limiting or prohibiting such an assignment. However, theAssignor may be liable to theObligor for breach of contract.(2) The assignment of a right to other performance is ineffective if it is contrary to an agreement between theAssignor and theObligor limiting or prohibiting the assignment.(3) Nevertheless, the assignment is effective if theAssignee , at the time of the assignment, neither knew nor ought to have known of the agreement. TheAssignor may then be liable to theObligor for breach of contract.Article 124 - Notice to the Obligor
(1) Until theObligor receives a notice of the assignment from either theAssignor or theAssignee , he is discharged by paying or rendering performance to theAssignor .(2) After theObligor receives such a notice, he is discharged only by paying or rendering performance to theAssignee .Article 125 - Successive assignments
If the same right has been assigned by the same
Assignor to two or more successiveAssignees , theObligor is discharged by paying according to the order in which the notices were received.Article 126 - Adequate proof of assignment
(1) If notice of the assignment is given by theAssignee , theObligor may request theAssignee to provide within a reasonable time adequate proof that the assignment has been made.(2) Until adequate proof is provided, theObligor may withhold payment.(3) Unless adequate proof is provided, notice is not effective.(4) Adequate proof includes, but is not limited to, any writing emanating from theAssignor and indicating that the assignment has taken place.Article 127 - Defences and rights of set-off
(1) TheObligor may assert against theAssignee all defences that theObligor could assert against theAssignor .(2) TheObligor may exercise against theAssignee any right of set-off available to theObligor against theAssignor up to the time notice of assignment was received.Article 128 - Rights related to the right assigned
The assignment of a right transfers to the
Assignee :(1) all theAssignor's rights to payment or other performance under the contract in respect of the right assigned; and(2) all rights securing performance of the right assigned.Article 129 - Undertakings of the Assignor
The
Assignor undertakes towards theAssignee , except as otherwise disclosed to theAssignee , that:(1) the assigned right exists at the time of the assignment, unless the right is a future right;(2) theAssignor is entitled to assign the right;(3) the right has not been previously assigned to anotherAssignee , and it is free from any right or claim from a third party;(4) theObligor does not have any defences;(5) neither theObligor nor theAssignor has given notice of set-off concerning the assigned right and will not give any such notice; and(6) theAssignor will reimburse theAssignee for any payment received from theObligor before notice of the assignment was given.Article 130 - Sub-contracting
(1) Unless the parties have agreed that theObligor may not sub-contract his obligations without the consent of theObligee , theObligor may contract with anotherPerson that suchPerson will perform the obligation in place of theObligor without the consent of theObligee .(2) If theObligor sub-contracts its obligation he remains liable to theObligee for the performance of the obligation.Article 131 - Novation of contracts
Novation of a contract means an agreement between the
Obligee , the originalObligor and a third party (the "New Obligor ") to transfer to theNew Obligor the originalObligor's rights and obligations arising out of a contract.Article 132 - Discharge of the original Obligor
Upon novation of a contract the original
Obligor shall be discharged from his rights and obligations as set out in the novation agreement and theNew Obligor shall assume all such rights and obligations.Article 133 - Defences and rights of set-off
(1) TheNew Obligor may assert against theObligee all defences which the originalObligor could assert against theObligee .(2) TheNew Obligor may not exercise against theObligee any right of set-off available to the originalObligor against theObligee .Article 134 - Rights related to the obligation transferred
(1) TheObligee may assert against theNew Obligor all its rights to payment or other performance under the contract in respect of the obligation transferred.(2) Security granted by anyPerson other than theNew Obligor for the performance of the obligation is discharged, unless that otherPerson agrees that it should continue to be available to theObligee .(3) Discharge of the originalObligor also extends to any security of the originalObligor given to theObligee for the performance of the obligation, unless the security is over an asset which is transferred as part of a transaction between the originalObligor and theNew Obligor .Part 14: Part 14: Rights of Third Parties
Article 135 - Contracts in favour of third parties
(1) The parties cannot impose liabilities on a third party who is not a party to the contract.(2) A contract cannot confer rights on anyone who is not a party to the contract unless the contract expressly confers a right on a third party (the "Beneficiary ") and theBeneficiary is identifiable with adequate certainty by the contract (but need not be in existence at the time the contract is made).(3) The existence and content of theBeneficiary's right against theObligor are determined by the agreement of the parties and are subject to any conditions or other limitations under the agreement.Article 136 - Defences
A party may assert against the
Beneficiary all defences which he could assert against the other party.Article 137 - Revocation
The parties may modify or revoke the rights conferred by the contract on the
Beneficiary until theBeneficiary has accepted them or reasonably acted in reliance on them.Article 138 - Renunciation
The
Beneficiary may renounce a right conferred on it.Part 15: Part 15: Interpretation and Definitions
Article 139 - Interpretation
(1) In theseRegulations , a reference to:(A) a provision of any law or regulation includes a reference to that provision as amended or re-enacted from time to time;(B) an obligation to publish or cause to be published a particular document shall, unless expressly provided otherwise in theseRegulations , include publishing or causing to be published in printed or electronic form;(C) a calendar year shall mean a year of the Gregorian calendar;(D) a month shall mean a month of the Gregorian calendar;(E) the masculine gender includes the feminine and the neuter; and(F) writing includes any form of representing or reproducing words in legible form.(2) The headings in theseRegulations shall not affect their interpretation.(3) A reference in theseRegulations to a Schedule, an Article or a Part using the short form description of such Schedule, Article or Part in parenthesis are for convenience only and the short form description shall not affect the construction of the Article or Part to which it relates.(4) A reference in theseRegulations to a Part, Article or Schedule by number only, and without further identification, is a reference to a Part, Article or Schedule of that number in theseRegulations .(5) A reference in an Article or other division of theseRegulations to a paragraph, subparagraph or Article by number or letter only, and without further identification, is a reference to a paragraph, sub-paragraph or Article of that number or letter contained in the Article or other division of theseRegulations in which that reference occurs.(6) Any reference in theseRegulations to "include", "including", "in particular", "for example", "such as" or similar expressions shall be considered as being by way of illustration or emphasis only and are not to be construed so as to limit the generality of any words replacing them.Article 140 - Definitions
The following words and phrases shall where the context permits have the meanings shown against each of them:
Agent has the meaning given to that term in Article 61 Assignee has the meaning given to that term in Article in 116 Assignor has the meaning given to that term in Article in 116 Beneficiary has the meaning given to that term in Article 135 Council of Ministers the Council of Ministers of the State CRO the Companies Registration Office established pursuant to Article 7 of the QFC Law Force Majeure has the meaning given to that term in Article 94 Minister the Minister of Economy and Commerce of the State New Obligor has the meaning given to that term in Article 131 Obligee a person who is entitled to receive performance of an obligation Obligor a party who is to perform an obligation Person includes a natural or juridical person, body corporate, or body unincorporate, including a branch, company, partnership, unincorporated association or other undertaking, government or state Principal has the meaning given to that term in Article 61 in these Regulations QFC the Qatar Financial Centre QFC Authority the Qatar Financial Centre Authority established pursuant to Article 3 of the QFC Law QFC Institutions the CRO , theTribunal and any other institution or body created under Article 6 or Article 9 of the QFC LawQFC Law Law No. (7) of 2005 of the State Regulations Regulations enacted by the Minister in accordance with Article 9 of the QFC LawRegulatory Authority the Regulatory Authority of the QFC established pursuant to Article 8 of the QFC LawState the State of Qatar TDR Regulations Regulations enacted or to be enacted by the Council of Ministers pursuant to theQFC Law relating to theTribunal and the resolution of disputesTribunal the tribunal established by the TDR Regulations 2005
Data Protection Regulations 2005
Enactment Notice
The Minister of Economy and Commerce hereby enacts the following regulations pursuant to Article 9 of Law No. (7) of 2005
Mohammed bin Ahmed bin Jassim Al Thani
Minister of Economy and Commerce of the State of QatarIssued at: The Qatar Financial Centre, Doha
On: 14th Ramadan 1426 A.H.
Corresponding to: 17th October 2005 A.D.
Part 1: Part 1: Application, Commencement and Interpretation
Article 1 - Citation
These
Regulations may be referred to as the Data Protection Regulations 2005.Article 2 - Application
These
Regulations are made by theMinister pursuant to Article 9 of the QFC Law and shall apply in theQFC . To the fullest extent permitted by theQFC Law , the laws, rules and regulations of theState concerning the matters dealt with by or under theseRegulations shall not apply in theQFC .Article 3 - Commencement
These
Regulations shall come into force on the date of signature by theMinister .Article 4 - Language
In accordance with Article 9 of the QFC Law, these
Regulations are written in the English language and the English text thereof shall be the official original text. Any translation thereof into another language shall not be authoritative and in the event of any discrepancy between the English text of theseRegulations and any other version, the English text shall prevail.Article 5 - Interpretation
Words and expressions used in these
Regulations and interpretative provisions applying to theseRegulations are set out in Part 8.Part 2: Part 2: General Provisions for the Processing of Personal Data
Article 6 - General requirements
(1)Data Controllers must ensure thatPersonal Data which they process is:(A) processed fairly, lawfully and securely;(B) processed for specified, explicit and legitimate purposes in accordance with theData Subject's rights and not further processed in a way incompatible with those purposes or rights;(C) adequate, relevant and not excessive in relation to the purposes for which it is collected or further processed;(D) accurate and, where necessary, kept up to date; and(E) kept in a form which permits identification ofData Subjects for no longer than is necessary for the purposes for which thePersonal Data was collected or for which they are further processed.(2) Every reasonable step must be taken byData Controllers to ensure thatPersonal Data which is inaccurate or incomplete, having regard to the purposes for which it was collected or for which it is further processed, is erased or rectified.(3) AData Controller must establish and maintain systems and controls that enable it to satisfy itself that it complies with the requirements of this Article.Article 7 - Requirements for legitimate Processing
A
Data Controller may only ProcessPersonal Data if:(1) theData Subject has unambiguously given his consent;(2)Processing is necessary for the performance of a contract to which theData Subject is party or in order to take steps at the request of theData Subject prior to entering into a contract;(3)Processing is necessary for compliance with any legal obligation to which theData Controller is subject;(4)Processing is necessary in order to protect the vital interests of theData Subject ;(5)Processing is necessary for the performance of a task carried out in the interests of theQFC or in the exercise ofQFC Authority ,Regulatory Authority ,Tribunal orAppeals Body functions or powers vested in theData Controller or in aThird Party to whom thePersonal Data is disclosed; or(6)Processing is necessary for the purposes of the legitimate interests pursued by theData Controller or by theThird Party or parties to whom thePersonal Data is disclosed, except where such interests are overridden by compelling legitimate interests of theData Subject relating to theData Subject's particular situation.Article 8 - Processing of Sensitive Personal Data
(1) AData Controller shall not processSensitive Personal Data unless:(A) theData Subject has given his explicit consent to theProcessing of thatPersonal Data ;(B)Processing is necessary for the purposes of carrying out the obligations and specific rights of theData Controller in the field of employment law;(C)Processing is necessary to protect the vital interests of theData Subject or of another person where theData Subject is physically or legally incapable of giving his consent;(D) theProcessing is carried out by a foundation, association or any other non-profit seeking body in the course of its legitimate activities with appropriate guarantees that theProcessing relates solely to the members of the body or to persons who have regular contact with it in connection with its purposes and that thePersonal Data is not disclosed to aThird Party without the consent of theData Subjects ;(E) theProcessing relates toPersonal Data which is manifestly made public by theData Subject or is necessary for the establishment, exercise or defence of legal claims;(F)Processing is necessary for compliance with any legal obligation to which theData Controller is subject;(G)Processing is necessary to uphold the legitimate interests of theData Controller recognised in the international financial markets, provided that such is pursued in accordance with international financial standards and except where such interests are overridden by compelling legitimate interests of theData Subject relating to the data subject's particular situation;(H)Processing is necessary to comply with auditing, accounting or anti money laundering obligations that apply to aData Controller ; or(I)Processing is required for the purposes of preventive medicine, medical diagnosis, the provision of care or treatment or the management of health-care services, and where thatPersonal Data is processed by a health professional subject under national laws or regulations established by national competent bodies to the obligation of professional secrecy or by another person also subject to an equivalent obligation of secrecy.(2) Article 8(1) shall not apply if:(A) a permit has been obtained to processSensitive Personal Data from theQFC Authority ; and(B) theData Controller applies adequate safeguards with respect to the processing of thePersonal Data .(3) An appeal against a decision of theQFC Authority to refuse to issue a permit to processSensitive Personal Data may be made to theTribunal .Article 9 - Transfers to jurisdictions with adequate levels of protection
(1) Subject to Article 10, aData Controller may only transferPersonal Data to aRecipient located in a jurisdiction outside theQFC if an adequate level of protection for thatPersonal Data is ensured by laws and regulations that are applicable to theRecipient .(2) The adequacy of the level of protection ensured by laws and regulations to which theRecipient is subject as referred to in Article 9(1) shall be assessed in the light of all the circumstances surrounding aPersonal Data transfer operation or set ofPersonal Data transfer operations, including, but not limited to:(A) the nature of the data;(B) the purpose and duration of the proposedProcessing operation or operations;(C) if the data does not emanate from theQFC , the country of origin and country of final destination of the personal data; and(D) any relevant laws to which the recipient is subject, including professional rules and security measures.Article 10 - Transfers to jurisdictions without adequate level of protection
(1) AData Controller may transferPersonal Data to aRecipient which is not subject to laws and regulations which ensure an adequate level of protection within the meaning of Article 9(1) on condition that:(A) theQFC Authority has granted a permit for the transfer or the set of transfers and theData Controller applies adequate safeguards with respect to the protection of thisPersonal Data ;(B) theData Subject has given his unambiguous consent to the proposed transfer;(C) the transfer is necessary for the performance of a contract between theData Subject and theData Controller or the implementation of precontractual measures taken in response to theData Subject's request;(D) the transfer is necessary for the conclusion or performance of a contract concluded in the interest of theData Subject between theData Controller and aThird Party ;(E) the transfer is necessary or legally required on grounds important in the interests of theQFC , or for the establishment, exercise or defence of legal claims;(F) the transfer is necessary in order to protect the vital interests of theData Subject ;(G) the transfer is made from a register which according to laws or regulations is intended to provide information to the public and which is open to consultation either by the public in general or by any person who can demonstrate legitimate interest, to the extent that the conditions laid down in law for consultation are fulfilled in the particular case;(H) the transfer is necessary for compliance with any legal obligation to which theData Controller is subject;(I) the transfer is necessary to uphold the legitimate interests of theData Controller recognised in the international financial markets, provided that such is pursued in accordance with international financial standards and except where such interests are overridden by legitimate interests of the data subject relating to theData Subject's particular situation; or(J) the transfer is necessary to comply with auditing, accounting or anti money laundering obligations that apply to aData Controller which is established in theQFC .(2) An appeal against a decision by theQFC Authority to refuse to issue a permit referred to in Article 10(1)(A) may be made to theTribunal .Article 11 - Providing information where data obtained from the Data Subject
(1) AData Controller shall provide aData Subject whosePersonal Data it collects with at least the following information immediately upon commencing to collectPersonal Data in respect of thatData Subject :(A) the identity of theData Controller ;(B) the purposes of theProcessing for which thePersonal Data are intended; and(C) any further information in so far as such is necessary, having regard to the specific circumstances in which thePersonal Data are collected, to guarantee fairProcessing in respect of theData Subject , such as:(i) theRecipients or categories ofRecipients of thePersonal Data ;(ii) whether replies to questions are obligatory or voluntary, as well as the possible consequences of failure to reply;(iii) the existence of the right of access to and the right to rectify thePersonal Data ;(iv) whether thePersonal Data will be used for direct marketing purposes; and(v) whether thePersonal Data will be processed on the basis of Article 8(1)(G) or Article 10(1)(I).(2) AData Controller need not provide that information otherwise required by Article 11(1)(C)(i) to theData Subject if theData Controller reasonably expects that theData Subject is already aware of that information.Article 12 - Providing information where data not obtained from the Data Subject
(1) WherePersonal Data has not been obtained from theData Subject , aData Controller or his representative must at the time of undertaking the recording ofPersonal Data or if a disclosure to aThird Party is envisaged, no later than the time when thePersonal Data is first recorded or disclosed provide theData Subject with at least the following information:(A) thePersonal Data or categories ofPersonal Data concerned; and(B) the information set out in Article 11(1).(2) Article 12(1) shall not apply to require:(A) theData Controller to provide information which theData Controller reasonably expects that theData Subject already has; or(B) the provision of such information if it proves impossible or would involve a disproportionate effort.Article 13 - Confidentiality
Any person acting under a
Data Controller or aData Processor , including theData Processor himself, who has access toPersonal Data must not process it except on instructions from theData Controller , unless he is required to do so by law.Article 14 - Security of Processing
(1) TheData Controller must implement appropriate technical and organisational measures to protectPersonal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access and against all other unlawful forms ofProcessing , in particular where theProcessing ofPersonal Data is performed pursuant to Article 8 or Article 10 above.(2) Having regard to the cost of their implementation, such measures shall ensure a level of security appropriate to the risks represented by theProcessing and the nature of thePersonal Data to be protected.(3) TheData Controller must, whereProcessing is carried out on its behalf, choose aData Processor providing sufficient guarantees in respect of the technical security measures and organisational measures governing theProcessing to be carried out, and must ensure compliance with those measures.Part 3: Part 3: Rights Of Data Subjects
Article 15 - Right to access, rectification, erasure and blocking of Personal Data
A
Data Subject has the right to require and obtain from theData Controller upon request, at reasonable intervals and without excessive delay or expense:(1) confirmation as to whetherPersonal Data relating to him is being processed and, if so, information at least as to the purposes of theProcessing , the categories ofPersonal Data concerned and theRecipients or categories ofRecipients to whom thePersonal Data is disclosed;(2) communication to him in an intelligible form of thePersonal Data undergoingProcessing and of any available information as to its source; and(3) as appropriate, the rectification, erasure or blocking ofPersonal Data theProcessing of which does not comply with the provisions of theseRegulations .Article 16 - Right to object to Processing
(1) AData Subject has the right to:(A) object at any time on reasonable grounds relating to his particular situation to theProcessing ofPersonal Data relating to him; and(B) be informed beforePersonal Data is disclosed for the first time to third parties or used on their behalf for the purposes of direct marketing, and to be expressly offered the right to object to such disclosures or uses.(2) Where there is a justified objection, theProcessing instigated by theData Controller shall no longer include thatPersonal Data .Part 4: Part 4: Records and Notifications to the QFC Authority
Article 17 - Requirement to record operations and notify the QFC Authority
(1) AData Controller must establish and maintain a record of all wholly or partly automaticPersonal Data Processing operations or set of such operations intended to secure a single purpose or several related purposes.(2) TheQFC Authority may make Rules prescribing:(A) the information in relation toPersonal Data Processing operations that must be recorded for the purposes of Article 17(1);(B) the circumstances in which aData Controller must notify theQFC Authority of any operations referred to in Article 17(1); and(C) the content of any such notification.Article 18 - Register of notifications
The
QFC Authority shall keep a register ofPersonal Data Processing operations notified in accordance with Article 17.Part 5: Part 5: The QFC Authority
Article 19 - General Powers of the QFC Authority
(1) TheQFC Authority has such functions and powers as may be conferred or expressed to be conferred on it, by or under theseRegulations .(2) Without limiting the generality of Article 19(1), such powers and functions of theQFC Authority include the powers and functions, so far as are reasonably practicable, to:(A) accessPersonal Data processed byData Controllers orData Processors ;(B) collect all the information necessary for the performance of its supervisory duties;(C) prescribe forms to be used for any of the purposes of theseRegulations ;(D) issue warnings or admonishments and make recommendations toData Controllers ; and(E) bring contraventions of theseRegulations to the attention of theTribunal .Article 20 - Production of information
(1) TheQFC Authority may require aData Controller by written notice to:(A) give specified information; and(B) produce specified documentswhich relate to theProcessing ofPersonal Data .(2) TheData Controller in respect of whom a requirement is made pursuant to Article 20(1) shall comply with that requirement.Article 21 - Power to make Rules
(1) TheQFC Authority may make Rules in respect of any matters related to theProcessing ofPersonal Data and the regulation ofData Controllers .(2) In particular, theQFC Authority when exercising the power in Article 21(1) may make Rules in respect of:(A) forms, procedures and requirements under theseRegulations ;(B) the keeping of the register of notifications; and(C) the conduct of theQFC Authority and its officers, employees and agents in relation to the exercise of powers and performance of functions.(3) Where any Rules made for the purpose of theseRegulations purport to be made in exercise of a particular power or powers, it shall be taken also to be made in the exercise of all powers under which it may be made.Part 6: Part 6: Remedies, Liability And Sanctions
Article 22 - Directions
(1) If theQFC Authority is satisfied that aData Controller has contravened or is contravening theseRegulations or Rules made for the purpose of theseRegulations , theQFC Authority may issue a direction to theData Controller requiring him to do either or both of the following:(A) to do or refrain from doing any act or thing within such time as may be specified in the direction; or(B) to refrain fromProcessing anyPersonal Data specified in the direction or to refrain fromProcessing Personal Data for a purpose or in a manner specified in the direction.(2) A direction issued under Article 22(1) shall contain:(A) a statement of the contravention of theseRegulations or Rules which theQFC Authority is satisfied is being or has been committed; and(B) a statement to the effect that theData Controller may appeal a decision of theQFC Authority to issue the direction to theTribunal .(3) An appeal against a decision by theQFC Authority to issue a direction pursuant to Article 22(1) may be made to theTribunal .Article 23 - Claims
(1) A person who believes on reasonable grounds that he has been adversely affected by a contravention of theRegulations in respect of theProcessing of hisPersonal Data or as regards the exercise of their rights under Articles 15 and 16 may file a claim with theQFC Authority .(2) TheQFC Authority may enquire into any claim filed with it in accordance with Article 23(1) and may in the course of making such enquiries, rely upon those powers referred to in Article 20.(3) On the basis of an enquiry referred to in Article 23(2), theQFC Authority may issue a direction requiring theData Controller to do any act or thing.(4) AData Controller shall comply with any direction issued by theQFC Authority under Article 22(1).Part 7: Part 7: General Exemptions
Article 24 - General exemptions
(1) TheseRegulations do not apply to natural persons in the course of their purely personal or household activities.(2) TheQFC Authority may make Rules exemptingData Controllers from compliance with theseRegulations or any parts of theseRegulations .Part 8: Part 8: Interpretation and Definitions
Article 25 - Interpretation
(1) In theseRegulations , a reference to:(A) a provision of any law or regulation includes a reference to that provision as amended or re-enacted from time to time;(B) an obligation to publish or cause to be published a particular Document shall, unless expressly provided otherwise in theseRegulations , include publishing or causing to be published in printed or electronic form;(C) a calendar year shall mean a year of the Gregorian calendar;(D) a month shall mean a month of the Gregorian calendar;(E) the masculine gender includes the feminine and the neuter;(F) writing includes any form of representing or reproducing words in legible form; and(G) references to a person includes any natural or legal person, Body Corporate, or body unincorporate, including a branch, company, partnership, unincorporated association, government or state.(2) The headings in theseRegulations shall not affect its interpretation.(3) A reference in theseRegulations to a Part, Article or Schedule by number only, and without further identification, is a reference to a Part, Article or Schedule of that number in theseRegulations .(4) A reference in theseRegulations to a Schedule, an Article or a Part using a short form description of such Schedule, Article or Part in parenthesis are for convenience only and the short form description shall not affect the construction of the Article or Part to which it relates.(5) A reference in an Article or other division of theseRegulations to a paragraph, sub-paragraph or Article by number or letter only, and without further identification, is a reference to a paragraph, sub-paragraph or Article of that number or letter contained in the Article or other division of theseRegulations in which that reference occurs.(6) Each of the Schedules to theseRegulations shall have effect as if set out in theseRegulations and references to theseRegulations shall include reference to the Schedules.(7) Any reference in theseRegulations to "include", "including", "in particular" "for example", "such as" or similar expressions shall be considered as being by way of illustration or emphasis only and are not to be construed so as to limit the generality of any words preceding them.Article 26 - Definitions
The following words and phrases shall where the context permits have the meanings shown against each of them:
Appeals Body the Appeals Body of the QFC established pursuant to Article 8 of the QFC Law.CRO the Companies Registration Office established pursuant to Article 7 of the QFC Law. Data Controller any person in the QFC who alone or jointly with others determines the purposes and means of theProcessing ofPersonal Data .Data Processor any person who processes Personal Data on behalf of aData Controller .Data Subject the individual to whom Personal Data relates.Identifiable Natural Person a natural person who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity. Minister the minister of Economy and Commerce of the State .Personal Data any information relating to an identified natural person or an Identifiable Natural Person .Processing any operation or set of operations which is performed upon Personal Data , whether or not by automatic means, such as collection, recording, organisation, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.QFC the Qatar Financial Centre. QFC Authority or QFCA the Qatar Financial Centre Authority established pursuant to Article 3 of the QFC Law. QFC Law Law No. (7) of 2005 of the State .Recipient a Person to whomPersonal Data is disclosed, whether aThird Party or not; however, authorities which may receivePersonal Data in the framework of a particular inquiry shall not be regarded as recipients.Regulations Regulations enacted by the Minister in accordance with Article 9 of the QFC Law.Regulatory Authority the Regulatory Authority of the QFC established pursuant to Article 8 of the QFC Law.Rules Rules made by the QFC Authority pursuant to theQFC Law , theseRegulations or any other Regulation pursuant to which theQFC Authority has power to make rules, including, where the context permits, standards, principles and codes of practice.Sensitive Personal Data Personal Data revealing or relating to racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership and health or sex life.State the State of Qatar. TDR Regulations Regulations to be enacted or enacted by the Minister with the consent of theCouncil of Ministers pursuant to theQFC Law relating to theTribunal and the resolution of disputes.Third Party a person other than the data subject, the controller, the processor and the persons who, under the direct authority of the controller or the processor, are authorised to process the data. Tribunal the tribunal established or to be established pursuant to the TDR Regulations .
Employment Regulations
Click here to view earlier versions of QFC Reg 10 – QFC Employment Regulations.
Enactment Notice
QATAR FINANCIAL CENTRE
REGULATION NO. 10 OF 2006
QFC EMPLOYMENT REGULATIONS (AMENDED)
These regulations are hereby enacted pursuant to Article 9 of Law No. (7) of 2005
Ali Ahmed Al-Kuwari
Minister of Commerce and Industry of the State of QatarAli Sharif Al-Emadi
Minister of Finance of the State of QatarIssued at: The Qatar Financial Centre, Doha
On: 16th June 2020
Corresponding to: 24-Shawwal-1441
Part 1: Part 1: Application, Interpretation and Commencement
Article 1 - Citation
These Regulations may be cited as the Employment Regulations.
Article 2 - Application
(1) These Regulations shall apply in theQFC .(2) These Regulations shall apply to:(A)Employees of theQFC Authority , theRegulatory Authority ,the Civil and Commercial Court and theRegulatory Tribunal ;(B)Employees ofQFC Institutions ; and(C)Employees ofQFC Entities .(3) These Regulations shall not apply to persons who are employed as consultants or agents and those persons hired by any of theEmployees identified in Article 2(2) who provide domestic services for suchEmployees .(4) Subject to Article 25A, no laws, rules and regulations of theState relating to employment shall apply toEmployees whose employment is governed by these Regulations.Amended (as from 18th July 2019) Article 3 - Commencement
These Regulations shall come into force on the date of their signature by the Minister.
Article 4 - Language
(1) In accordance with Article 9 of the QFC Law, these Regulations are written in the English language and the English text thereof shall be the official original text. Any translation thereof into another language shall not be authoritative and in the event of any discrepancy between the English text of these Regulations and any other version, the English text shall prevail.(2) All contracts and other documents and written instruments provided for in these Regulations shall be made in the English language.(3) TheEmployer may accompany such contracts, documents or written instruments with translations into other languages but in case of any difference the English text shall prevail.Article 5 - Definitions and interpretation
The definitions of the words and expressions used in these Regulations and interpretative provisions applying to these Regulations are set out in Part 13.
Amended (as from 18th July 2019) Part 2: Part 2: Employment Standards Office
Article 6 - Establishment of the Employment Standards Office
(1) AnEmployment Standards Office shall be established by theQFC Authority pursuant to Article 6 of the QFC Law.(2) TheEmployment Standards Office shall administer these Regulations and all aspects of employment within theQFC .(3) TheEmployment Standards Office shall be managed by theQFC Employment Standards Officer who shall determine its procedures and management.(4) TheEmployment Standards Office shall be subject to the supervision of theQFC Authority which shall have the power and function to:(A) ensure that theEmployment Standards Office exercises its statutory powers and performs its statutory functions;(B) review the performance of theEmployment Standards Office and the use of its resources; and(C) give theEmployment Standards Office written directions as to the furtherance of any of its objectives or the performance of its functions.(5) TheQFC Authority may make rules to the extent set out in theQFC Law , these Regulations and any other Regulations conferring powers, duties or functions on theQFC Authority as it deems necessary or appropriate to enable it, the Employment Standards Office and the Employment Standards Officer to implement, carry out or enforce their duties, functions and powers under theQFC Law , these Regulations and any other Regulations.(6) The Ministry of Labour, the Ministry of Interior and all other relevant Ministries andState authorities and bodies shall cooperate with theQFC Employment Standards Office and provide all necessary assistance to achieve the objectives of these Regulations.Amended by QFC Reg 2012-1 (as from 11th April 2012) Article 7 - Role and functions of the Employment Standards Office
The
Employment Standards Office shall have the following functions:(1) to investigate any contravention of, and to enforce, these Regulations;(2) to maintain relations with allState authorities involved in matters addressed in these Regulations, to coordinate with such authorities in the implementation of these Regulations and any rules, policies or orders issued thereunder, to provide such authorities with any documents or material to which they a have right under these Regulations and any applicable laws, rules or regulations of theState , and to represent theQFC in dealings with such authorities;(3) to keep and maintain in such form as it shall determine a register in respect of eachEmployee , to record in such register all documents and information which falls to be filed with or delivered to theEmployment Standards Office in respect ofEmployees ; and(4) all other functions provided for in these Regulations considered by it to be necessary, desirable or appropriate to achieve, further or assist in relation to any of the above.Part 3: Part 3: General
Article 8 - No waiver of minimum standards
(1) The requirements set out in these Regulations are minimum requirements and a provision in an agreement to waive any of these requirements, except where expressly permitted under these Regulations, has no effect.(2) Nothing in these Regulations precludes anEmployer from providing in any contract of employment, terms and conditions of employment that are more favourable to theEmployee than those required by these Regulations.(3) A contravention of these Regulations constitutes a contravention of a Relevant Requirement under the QFCA Rules.Amended (as from 18th July 2019) Article 9 - Calendar
The periods and dates indicated in this law shall be calculated according to the Gregorian Calendar. A calendar year means 365 days and a calendar month means 30 days.
Article 10 - Minors
An
Employer shall not employ a person who is under 18 years of age except with the consent of the legal guardian of such person and pursuant to rules issued under these Regulations.Article 11 - Liability of Employer for Employees' conduct
(1) AnEmployer is liable for any act of anEmployee done in the course of employment.(2) AnEmployer is not liable for an act of anEmployee if theEmployer proves it took reasonable steps to prevent theEmployee from doing that act, or from doing, in the course of employment, acts of that description.Article 12 - Immigration
(1) TheEmployer shall obtain anEmployer's Identity Card from theQFC Immigration Office in accordance with Article 8 of theImmigration Regulations .(2) EveryEmployer ofSponsored Employees must comply with theImmigration Regulations and all otherQFC Regulations.Article 13 - NOT USED
Deleted (as from 18th July 2019) Article 14 - Records
(1) TheEmployer shall maintain the following records:(A) in respect of eachEmployee : his name, date of birth, nationality, job title, salary, date of commencement of employment, sponsorship status, academic and professional qualifications, annual and sick leave taken and any disciplinary measures taken against him;(B) a payroll register showing the amounts of salary paid in respect of eachEmployee , any additional wages paid to theEmployees , and the amounts of any deductions and the net wages received by eachEmployee ;(C) a register of any work injuries showing the work injuries sustained by anyEmployee ;(D) an end of service register containing the names of theEmployees whose services have been terminated, the dates and causes of the termination and any entitlements paid to them.(2) All of the above records shall be in English, updated as necessary, and kept at theEmployer's principal place of business in theQFC and retained by theEmployer for two (2) years after the employment terminates. If theEmployer leaves theQFC prior to the expiry of the above two (2) year period theEmployer must retain all of the above records at such place and in such form that permits such records to be accessible within a reasonable time for the remainder of the two (2) year period.(3) The Employment Standards Office may request an Employer to provide it the information contained in the above records.Amended (as from 18th July 2019) Part 4: Part 4: Non-Discrimination
Article 15 - Prohibition on Discrimination
(1) Discrimination for purposes of these Regulations means a distinction based on personal characteristics relating to sex, marital status, race, nationality or religion, mental or physical disability that has the effect of imposing burdens, obligations or disadvantages on a person not imposed upon other persons or that withholds or limits access to opportunities, benefits and advantages available to other persons under these Regulations. In the case of mental or physical disability, such condition shall not constitute a basis for a discrimination claim unless it is of a long-term nature, generally no less than twelve (12) consecutive months in duration.(2) AnEmployer shall not:(A) refuse to employ or refuse to continue to employ a person; or(B) discriminate against a person regarding employment or any term or condition of employment,because of that person's sex, marital status, race, nationality, religion, mental or physical disability, unless there is a bona fide occupational requirement.(3) For the purposes of these Regulations anEmployer discriminates against a disabled person if theEmployer fails to make reasonable adjustments to any physical feature of the workplace or practices that would, if made, enable the disabled person to otherwise meet the bona fide occupational requirements.(4) The Employment Standards Officer may determine what constitutes a bona fide occupational requirement under these Regulations.(5) AnEmployer must have policies and procedures implementing the requirements of this Article and must ensure they are known by theirEmployees .(6) AnEmployer may confer uponEmployees who are of Qatar nationality benefits, including but not limited to, an increased salary, allowances, pension contributions and other entitlements that may be more than the benefits conferred uponEmployees who are not of Qatari nationality. For the purposes of these Regulations, conferring such benefits shall not constitute a breach of the prohibition of discrimination.Amended (as from 12th May 2016) Part 5: Part 5: Whistleblowing
Article 16 - Whistleblowing
Any person who in good faith raises concerns about or reports crimes, contraventions (including negligence, breach of contract, breach of law or requirements), miscarriages of justice, dangers to health and safety or the environment and the cover up of any of these by their
Employer shall not be dismissed or otherwise penalised directly or indirectly for such acts, including in respect of any prohibition against disclosure of non-public information.Part 6: Part 6: Employment Terms
Article 17 - Employment contract
(1) TheEmployer shall give eachEmployee a written employment contract which shall include at a minimum:(A) the name of theEmployer and theEmployee ;(B) the date of commencement of employment;(C) theEmployee's salary or method of calculation of salary;(D) the intervals at which the salary is paid;(E) the job title or job description;(F) whether the employment is for a specified fixed term or of unlimited duration;(G) the place of work;(H) any terms or conditions relating to hours of work and annual and sick leave;(I) reference to any disciplinary rules and/or grievance procedures applicable to theEmployee ; and(J) any other matter that may be prescribed in any rule, policy or order issued under these Regulations.(2) Employment contracts may be for a fixed term or for an unlimited duration.(3) Where annual leave, holidays, hours of work and sick leave are not specified in the employment contract the terms included in these Regulations will be implied in the employment contract.Amended by QFC Reg 2012-1 (as from 11th April 2012) Article 17(A) - Part-Time Employees
(1) APart-time Employee is anEmployee who works fewer hours than the standard full-time working hours determined by the Employer. APart-time Employee may work:(A) the same number of days in a week as aFull-time Employee , but fewer hours;(B) the same number of hours in a day asFull-time Employee , but fewer days; or(C) fewer hours and days than aFull-time Employee .(2) Unless expressly provided otherwise in these Regulations, aPart-time Employee has the same rights conferred by these Regulations as aFull-time Employee .(3) The entitlements of aPart-time Employee must be calculated on a pro-rata basis.(4) However, if aPart-time Employee works the same number of days in the week as aFull-time Employee , the number of days entitlement to each of the following must be calculated as if thePart-time Employee were aFull-time Employee :(A) annual leave;(B) maternity leave;(C) notice period;(D) public holidays; and(E) sick leave.(5) In addition to the requirements of Article 17, the Part-time employment contract must specify the following:(A) hourly basic rate of pay, if applicable.(B) number of working hours per day or per week.(C) number of working days per week or per month.Inserted (as from 18th July 2019) Article 17(B) - Fixed-Term Employees
(1) A Fixed-term Employee is an Employee who works under an employment contract that has a commencement date and an expiry date.(2) A Fixed-term Employee's contract ends on the expiry date without need to give notice, unless the parties agree in writing to renew it.
If the fixed-term contract is not renewed but the parties continue to abide by its terms after its expiry, the contract is deemed renewed on the same terms and conditions (other than its duration) for an indefinite period. The Employee's total period of service must be calculated from the date the Employee commenced employment with the Employer for the first time.(3) A Fixed-term Employee has the same rights conferred by these Regulations as an Employee under an indefinite contract.(4) A Fixed-term Employee's contract can be terminated before the expiry of the agreed term only in the following circumstances:(A) in writing, by mutual agreement of the Employer and Employee; or(B) for cause, in accordance with Article 24 of these Regulations.Inserted (as from 18th July 2019) Article 18 - Probation period
(1) The employment contract may contain a provision subjecting theEmployee to a probation period, provided that the probation period shall not exceed six (6) months.(2) TheEmployee shall not be subjected to more than one (1) probation period with the sameEmployer except for cause.(3) If such a probation period exists theEmployer may terminate the employment contract within the terms of the probation period if it determines that theEmployee is not capable of carrying out the work for which he has been employed. In such a case theEmployer shall give theEmployee no less than two (2) weeks written notice.Article 19 - Obligations of Employees
(1)Employees shall, except as specified by theirEmployers or as set forth in their employment contract:(A) attend to their duties and exercise the care of the reasonable person in the performance of their employment;(B) perform their job themselves and exert normal efforts in performing their duties;(C) carry out the orders of theEmployer concerning the performance of the work provided that the orders do not contravene theQFC Law or any regulations, rules, policies or procedures issued thereunder, the criminal laws of theState or the employment contract and provided that the carrying out of these orders will not subject theEmployee to danger;(D) not work for third parties (with or without payment) without the consent of theEmployer ;(E) take care of any raw materials, means of production, products, or other items which are in their possession or at their disposal and take necessary steps for their safe keeping and maintenance;(F) comply with safety and professional health instructions prescribed by theEmployer ;(G) co-operate in the prevention of the occurrence of accidents in the place of work or in the alleviation of the results thereof;(H) continuously procure the professional development of their skills and expertise in accordance with the regulations and procedures prescribed by theEmployer within the limits of available facilities;(I) not disclose any confidential information of theEmployer except consistent with the terms of their employment or these Regulations;(J) not use work tools or equipment outside the place of work without the permission of theEmployer and keep such tools or equipment in the places designated therefore;(K) not accept gifts, remuneration, commission or sums in respect of performance of their duties except consistent with the terms of their employment; and(L) return on the expiry of the employment any equipment, tools or unused materials at their disposal to theEmployer .Article 20 - Restrictive covenants
Any provision in an
Employee's employment contract that provides that theEmployee may not work on any similar projects or for a company which is in competition with theEmployer must be reasonable, must not constitute an unreasonable restraint on trade, and must be appropriate to the circumstances of theEmployee's employment with theEmployer .Article 21 - Impossibility of work
The
Employer shall undertake to provide theEmployee with all resources needed to carry out his work. If theEmployee arrives at his place of work ready to perform his duties but cannot do so due to reasons beyond his control, theEmployee will be regarded as having worked and shall be entitled to all benefits stipulated in his employment contract.Article 22 - Work description
Unless otherwise stated in the employment contract, the
Employer may change theEmployee's job title, work description or location within theState from time to time, and must provide prompt notice to theEmployee of such change or changes. If a condition of employment is substantially altered, theEmployee may seek a determination from theEmployment Standards Office that his employment has been constructively terminated.Article 23 - Termination of employment with notice
(1) Except as otherwise provided for in these RegulationsEmployers andEmployees must provide notice of their intent to terminate employment.(2) The notice required to be given by anEmployer orEmployee to terminate anEmployee's employment, where theEmployee has been continuously employed for one (1) month or more, shall not be less than:(A) two (2) weeks if the continuous period of employment is less than three (3) months;(B) one (1) month if the period of continuous employment is three (3) months or more but less than five (5) years; and(C) three (3) months if the period of continuous employment is five (5) years or more.(3) All such notices shall be given to the other party in writing and theEmployer shall pay theEmployee his salary during the notice period.(4) This Article shall not prevent anEmployer andEmployee from agreeing to a longer or shorter period of notice nor shall it prevent either party from waiving notice or from accepting a payment in lieu of notice.(5) This Article shall not affect the right of theEmployee to terminate the employment without notice in the event of a material breach of the employment contract or these Regulations by theEmployer .Article 24 - Termination of employment without notice
(1) AnEmployer may terminate anEmployee's employment without notice in the circumstances set out below:(A) there has been a material breach by theEmployee of his employment contract or these Regulations;(B) theEmployee has submitted false documents or certificates;(C) theEmployee has committed a mistake that has resulted in substantial financial losses to theEmployer ;(D) theEmployee has violated more than once instructions related to the safety of otherEmployees and the establishment despite being issued a previous written warning;(E) theEmployee has committed several breaches of his employment contract or these Regulations which do not individually constitute a material breach and theEmployer has previously warned theEmployee in writing;(F) theEmployee divulges secrets of theEmployer ;(G) theEmployee is found intoxicated with alcohol or under the influence of illegal narcotics while on duty;(H) theEmployee physically assaults hisEmployer or otherEmployees ;(I) theEmployee has been absent without a justified reason for more than seven (7) consecutive days or for more than fifteen (15) days in the aggregate in a twelve (12) month period;(J) theEmployee is found guilty in a court verdict of a crime which theEmployer in its absolute discretion considers sufficiently serious to merit dismissal; or(K) theEmployee has otherwise engaged in gross misconduct.(2) In the event of such termination, at the request of theEmployee theEmployer shall provide a written statement of the reason for the termination and of theEmployee's recourse.Article 25 - End of service
(1) Upon the end of service of anEmployee , theEmployer shall comply with the terms of the employment contract in respect of termination of contract.(2) AnEmployer shall pay all outstanding wages and other fees owing to anEmployee within thirty (30) days after theEmployer orEmployee terminates the employment.Article 25A - Retirement and pension
(1) Notwithstanding Article 2(4) (Application), theRetirement and Pensions Law shall apply to all Employees of Qatari nationality employed by the QFC Authority, the Regulatory Authority and any other Employer which may be determined by resolution of theCouncil of Ministers and notified by that Council in writing of the determination.(2) All Employers described in paragraph (1) shall cooperate with theGeneral Retirement and Social Insurance Authority and take the necessary steps to implement theRetirement and Pensions Law .(3) The application of theRetirement and Pensions Law pursuant to paragraph (1) shall take effect from the date prescribed in theCouncil of Ministers' decision.Amended (as from 18th July 2019) Part 7: Part 7: Payment of Salary
Article 26 - Payment of salary
(1) Salary and other payments due to theEmployee should be paid in the currency stated in the employment contract or any other currency agreed between theEmployer and theEmployee .(2) TheEmployer shall pay theEmployee his salary at least monthly.(3) TheEmployer shall give to theEmployee a written itemised pay statement that includes:(A) the amount of wages or salary payable;(B) the amount of any variable and fixed deductions, if any, from that payment; and(C) the purposes for which they are made.Article 27 - No unauthorised deductions
An
Employer shall not deduct from anEmployee's salary or accept payment from anEmployee , unless:(1) the deduction or payment is required or authorised by law or regulation or theEmployee's contract of employment;(2) theEmployee has previously agreed in writing to the deduction or payment;(3) the deduction or payment is a reimbursement for an overpayment of wages or expenses; or(5) the deduction or payment has been ordered by theQFC Employment Standards Office ,the Civil and Commercial Court or theRegulatory Tribunal .Amended by QFC Reg 2012-1 (as from 11th April 2012) Part 8: Part 8: Work Hours and Leave
Article 28 - Maximum working time
(1) Subject to Article 30—(Overtime) and Article 31—(Exemptions), the maximum work hours are forty eight (48) hours per week.(2) Employer must notify all Employees of the full-time (daily and weekly) working hours applied in the workplace and display them in a place accessible to all Employees.(3) The time spent on transport between residence and work is not included in the calculation of working hours.(4) An Employee who works at least six (6) hours per day shall be entitled to one (1) or more intervals for prayers, meals and rest of at least one (1) hour in the aggregate. Such rest periods are not included in the calculation of the Employee's working hours.(5) An Employee shall be allowed a weekly paid rest which shall not be less than twenty–four (24) consecutive hours. If the circumstances of the work necessitate the employment of the Employee during the rest day the Employee shall be compensated for the rest day by another rest day.Amended (as from 18th July 2019) Article 29 - Reduced hours during Ramadan
(1) During the holy month of Ramadan, anEmployee who observes the fast shall not be required to work more than six (6) hours each day.(2) An Employer may not deduct the salary of a fasting Employee for not working more than six (6) hours a day during the holy month of Ramadan.(3) FastingEmployees who choose to work for more than six (6) hours a day shall be entitled to rest breaks referred to in Article 28.Amended (as from 18th July 2019) Article 30 - Overtime
(1)Employees may be required to work additional hours to the working hours specified in Article 28 provided that the actual working hours per day shall not exceed ten (10) hours unless the work is necessary for the prevention of gross loss or dangerous accident or for the repair or alleviation of the consequences of the above loss or accident.(2) In the event of overtime theEmployer shall pay theEmployee for the additional working hours at the rate of not less than the basic wage plus any additional amount agreed with theEmployee , or provide theEmployee compensatory time, as provided for under the terms of his employment.Article 31 - Exemptions
(1) Articles 28 (Maximum weekly working time) and 30 (Overtime) of these Regulations shall not apply to Employees who hold managerial or supervisory positions.(2) Article 28 and 30 of these Regulations continue to apply to Employees who act in a managerial or supervisory capacity on an irregular, temporary or exceptional basis.Amended (as from 18th July 2019) Article 32 - Holidays
(1) Each employee shall be entitled to the following paid holidays each year:(A) Three (3) working days for Eid El-Fitr;(B) Three (3) working days for Eid Al-Adha;(C) One (1) working day for the National Day;(D) Three (3) working days to be specified by theEmployer ;(E) One (1) working day for National Sport Day; and(F) any other day declared by theState as a public holiday and announced by theQFC Authority as applicable to theQFC (2) If the circumstances of the work require theEmployee to work during any such holidays theEmployee shall be compensated for the rest day by another day, or as otherwise agreed by theEmployer andEmployee .Amended by QFC Reg 2012-1 (as from 11th April 2012) Article 33 - Annual leave
(1) Subject to Article 35 anEmployer shall give a full timeEmployee paid annual leave of not less than twenty (20) working days to be accrued pro rata forEmployees who have been employed for at least three (3) months.(2) AnEmployer shall ensure that theEmployee takes annual leave within twelve (12) months after completing the year of employment entitling theEmployee to the annual leave.(3) Annual leave is exclusive of national holidays to which anEmployee is entitled.(4) AnEmployee is not entitled to payment in lieu of accrued annual leave except where:(A) theEmployee's employment is terminated; or(B) theEmployer agrees otherwise.(5) AnEmployee may not waive his entitlement to annual leave and any agreement to the contrary shall be void.Amended (as from 18th July 2019) Article 34 - Dates of leave
(1) TheEmployee may elect to take annual leave by giving written notice to theEmployer consistent with the terms of his employment specifying the days on which leave is to be taken and subject to any requirement imposed by theEmployer under paragraph (2) below.(2) TheEmployer may for good cause request anEmployee to take annual leave on specified dates by giving written notice to theEmployee .(3) Subject to paragraph (1) above, theEmployer shall allow theEmployee to take his annual leave in blocks of one (1) or more weeks, if requested.(4) AnEmployee may postpone up to half of his annual leave to the following year if hisEmployer consents.Article 35 - Leave during the first year of employment
(1) During the first year of employment the amount of annual leave anEmployee may take at any time is limited to the amount deemed to have accrued at that time, less the amount of annual leave already taken during that year.(2) For the purpose of this Article annual leave is deemed to accrue over theEmployee's first year of employment at the rate of one-twelfth of the amount specified in Article 25(1) on the first day of each month of that year.Article 36 - Compensation in lieu of leave
(1) Where anEmployee's employment is terminated for any reason, theEmployee shall be entitled to payment in lieu of annual leave accrued but not taken, equivalent to theEmployee's salary for the leave days which he has not taken.(2) If theEmployee has taken more annual leave days than he has accrued at the termination date, a sum equivalent to theEmployee's salary for the additional leave days shall be deducted from theEmployee's final salary payment.Article 37 - Haj leave
(1) MuslimEmployees shall be entitled to leave without pay, not exceeding thirty (30) days, to fulfil their obligation to go on pilgrimage once during the period of their service.(2) TheEmployer shall specify the number ofEmployees who may be granted such leave annually in accordance with the work requirements subject to giving priority toEmployees who have been in continuous service for a longer period whenever the circumstances of work permit.Article 38 - Sick Leave
(1) AnEmployee is entitled to a total of 60 working days' sick leave in any 12-month period.(2) AnEmployee who is absent due to illness must notify theEmployer as soon as reasonably practicable, either himself or through another person, that theEmployee is unable to fulfil his duties.(3) If required by theEmployer , theEmployee or a person on his behalf must provide a medical certificate stating that the Employee is unable to fulfil his duties, at least once every 7 days during any period of absence due to illness.(4) AnEmployee has the right to receive hisUsual Salary during sick leave taken in accordance with this Article.(5) AnEmployer is entitled to withhold the payment of sick pay if theEmployee fails to give the notice required under paragraph (2) unless theEmployee provides medical certificates as may be required under paragraph (3) of this Article.(6) If anEmployee is absent due to illness for more than an aggregate of 60 working days in any 12-month period, theEmployer may terminate the employment in writing immediately without notice.(7) AnEmployee is not entitled to:(A) compensation in lieu of sick leave not taken; or(B) to carry forward any sick leave entitlement not taken in a 12-month period.Amended (as from 18th July 2019) Part 9: Part 9: Employment of Women
Article 39 - Equal pay
A female
Employee shall be paid a wage equivalent to the wage payable to a maleEmployee if she performs similar work. She shall be offered the same training and promotion opportunities.Article 40 - Maternity leave
(1) A femaleEmployee who has been employed by anEmployer for a full year preceding the expected week of childbirth shall be entitled to paid maternity leave for a period of fourteen (14) weeks. Such paid maternity leave may include the period before and after childbirth.(2) If the employment period is less than a full year preceding the expected week of childbirth, the female employee shall be entitled to unpaid maternity leave for the same duration as set out in Article 40.(3) The femaleEmployee must provide notice of maternity leave at least two (2) months before the expected week of childbirth and at least three (3) weeks before the day theEmployee proposes to begin her maternity leave.(4) AnEmployer may grant maternity leave subject to a medical certificate issued by a licensed physician stating the expected date of childbirth.(5) The taking of maternity leave by a femaleEmployee shall not prejudice her entitlement to any other leave.(6) The maternity rights granted under these Regulations shall apply to a femaleEmployee who is adopting a child of less than three (3) months old and, in such case, references to childbirth are treated as a reference to the date of adoption.(7) AnEmployee who is pregnant and has, on the advice of a licensed physician, made an appointment to receive ante–natal care, is entitled to take time off during the Employee's work hours in order to keep the appointment.Amended (as from 18th July 2019) Article 41 - Pay During Maternity Leave
(1) AnEmployee on maternity leave must receive full pay for the first 7 weeks and then half pay for the remaining 7 weeks.(2) TheEmployer contribution to the pension fund, on behalf of Qatari Employee, must be made on a full-pay basis for the entire period of 14 weeks of maternity leave.Employers are responsible for making up the difference in pension contributions due by theEmployee during the latter 7 weeks of maternity leave.(3) AnEmployee may not waive her right to maternity leave nor receive compensation in lieu of maternity leave and any agreement to the contrary is void.Amended (as from 18th July 2019) Article 42 - Rights of Employee after Marriage or Maternity Leave
(1) After maternity leave, an Employee may return to the same position held before the maternity leave, unless it is not reasonably practicable. In such case, the Employee must be offered a suitable alternative position at the same rate of pay of the previous position.(2) After maternity leave, an Employee returning to work is entitled to one (1) nursing hour per working day to be taken during the usual working hours with no reduction of salary. The nursing hour shall be in addition to the daily lunch break to which anEmployee working for at least 6 hours a day is entitled.(3) The Employer must grant theEmployee nursing hours until the child, for whose birth theEmployee took the maternity leave, reaches 1 year of age. During the holy month of Ramadan, nursing breaks can be provided only toEmployees working for at least 6 hours a day.(4) TheEmployee must agree a suitable nursing hour schedule acceptable to herEmployer .Amended (as from 18th July 2019) Article 42A - Termination after Marriage or Maternity Leave
The
Employer cannot terminate the employment of a female employee for reasons of marriage or pregnancy. If anEmployer terminates the Employment of a femaleEmployee within the 6 months after her marriage or childbirth, theEmployer must prove the termination is not because of marriage or pregnancy. If theEmployer fails to provide such proof, theEmployer must pay compensation equal to the salaries theEmployee would have earned from the date of termination to the date on which the 6th month from marriage or childbirth ends.Inserted (as from 18th July 2019) Part 10: Part 10: Health, Safety and Welfare
Article 43 - General duty
Every
Employer has a duty to ensure, as far as is reasonably practicable, the health, safety and welfare of itsEmployees .Article 44 - Health and safety information
The
Employer shall at the time of recruitment inform theEmployee of any work related risks and hazards and the safety measures to be taken.Article 45 - Precautionary measures
(1) Without limiting theEmployer's general duties under Article 43, theEmployer shall, as far as is reasonably practicable:(A) provide and maintain a workplace that is safe, presents no risks to anEmployee's health and that is free of harassment;(B) ensure adequate systems are in place that minimise risks to health and safety and the use, handling, storage and transport of dangerous articles and substances;(C) provide information, instruction, training and supervision toEmployees in English, Arabic or any other language, if appropriate, to ensure their health and safety at work;(D) provide and maintain adequate and safe access to and from the workplace; and(E) provide any other facilities or meet any other requirements as prescribed in these Regulations or rules, policies or orders issued thereunder.(2) TheEmployer may not deduct any sum from anEmployee's salary in return for providing these safety measures.(3) If theEmployer refuses to take the required precautionary measures or if an imminent danger threatens the health or safety of theEmployees , at the request of anEmployee or on its own motion theEmployment Standards Office may order theEmployer to suspend operations in all or part of the relevant premises until the cause of the danger has been eliminated. In such a case theEmployer shall pay the salary of theEmployees in full during the period of suspension.Article 46 - Obligations of Employees
(1) TheEmployee shall not carry out or refuse to carry out any task with the intention of hampering the implementation of theEmployer's instructions concerning the protection ofEmployees and their safety or with the intention of damaging or interrupting the functioning of any appliances or equipment prepared for this purpose.(2) TheEmployee shall use the protective equipment and clothes meant for this purpose provided to him by theEmployer and shall obey all instructions of theEmployer aimed at protecting theEmployee from injury and disease.(3) EveryEmployee has a duty, while at work, to take reasonable care of his own health and safety and that of otherPersons who may be affected by theEmployee's conduct.Article 47 - Obligations of Employer
(1) AnEmployer who employs between five (5) and twenty-five (25)Employees shall provide a first aid box which must be kept in a conspicuous place in the place of work and shall be available to theEmployees . The use of the box shall be entrusted to anEmployee trained in first-aid.(2) If the number of theEmployees exceeds twenty-five (25), a first aid box must be provided for every group of up to twenty-five (25)Employees .Article 48 - Health and disability insurance
An
Employer is required to obtain and maintain insurance cover for health and disability income in the manner prescribed in rules, policies or orders issued under these Regulations which shall provide for periodic payments in respect of lost income when theEmployee is unable to work due to illness or injury.Part 11: Part 11: Work-Related Injuries and Compensation
Article 49 - Work related injuries
(1) If anEmployee dies while performing his work or as a result of his work or sustains a work-related injury, theEmployer or his representative shall immediately notify theEmployment Standards Office of the incident, who shall inform the police of theState .(2) The notification shall include the name, age, profession, address and nationality of theEmployee and a brief description of the incident, where it took place and the actions taken for rescue or treatment.(3) The police shall upon receipt of the information launch an investigation and shall include in their report statements of the witnesses and theEmployer or his representative and the statement of the injuredEmployee if his condition so permits and the report shall explain the relationship of the incident to the work.(4) The police shall upon completion of the investigation send a copy of the report and its findings to theEmployment Standards Office and a copy to theEmployer . TheEmployment Standards Office may request that further investigation be carried out by the police or may initiate its own investigation if it deems it necessary.Article 50 - Treatment of work related injuries
An
Employee who sustains a work-related injury shall be entitled to receive medical treatment appropriate to his condition at the cost of theEmployer as prescribed by the competent medical authority.Article 51 - Compensation for work related injuries
(1) Where anEmployee sustains an employment injury, or dies as a result of an employment accident or contracts an occupational disease, theEmployer shall pay compensation in the manner prescribed in rules, policies or orders issued under these Regulations.(2) Any disputes involving such payments shall be reviewed by theEmployment Standards Office and any final determination by theEmployment Standards Office may be appealed to theRegulatory Tribunal .Amended by QFC Reg 2012-1 (as from 11th April 2012) Article 52 - Exceptions
The provisions of the preceding two (2) Articles shall not apply if any of the following can be demonstrated:
(1) theEmployee intended to injure himself;(2) theEmployee was at the time of occurrence of the injury or death under the influence of an illegal drug or alcohol and that influence was a cause of the injury or death;(3) theEmployee violated the safety instructions of theEmployer or was grossly negligent in the carrying out of these instructions and such violations or negligence were the cause of the injury; or(4) theEmployee refuses without a genuine reason to undergo medical tests or follow the medical treatment prescribed by the competent medical authority.Article 53 - Resolution of disputes
Any dispute between the
Employee and theEmployer as to the ability of theEmployee to resume his work or as to any other medical matter related to the injury or disease or the treatment prescribed or the extent of compensation shall be reviewed by theEmployment Standards Office and any final determination by theEmployment Standards Office may be appealed to theRegulatory Tribunal .Amended by QFC Reg 2012-1 (as from 11th April 2012) Article 54 - Limitation period
The right of the
Employee to claim compensation for disability or death shall expire one (1) year from the date of the medical report confirming the disability resulting from the injury or from the date of the death of theEmployee .Part 12: Part 12: Investigations and Proceedings
Article 55 - Referral to the Employment Standards Office
(1) AnEmployee , formerEmployee or any other person may make a complaint to theEmployment Standards Office that a person has committed a contravention of these Regulations.(2) AnEmployee may request that theEmployment Standards Office review any penalty imposed on him by hisEmployer in the manner and time period specified in rules issued pursuant to these Regulations.Article 56 - Investigations
(1) For the purposes of carrying out an investigation under these Regulations, where theEmployment Standards Office considers that a person is or may be able to give information or produce a document which is or may be relevant to an investigation, theEmployment Standards Office has the power to:(A) enter the business premises of such person during normal business hours for the purpose of inspecting and copying information or documents stored in any form on such premises;(B) require such person to give, or procure the giving of, specified information in such form as it may reasonably require;(C) require such person to produce, or procure the production of, specified documents;(D) require such person to appear before it at a specified time and place to answer questions, including under oath or affirmation administered by an officer of theEmployment Standards Office that the statements that the person will make will be true; or(E) require such person to give it any assistance in relation to the investigation which the person is able to give.(2) A requirement made under the preceding paragraph shall be stated in writing and shall state the reasonable time period by which the information or documents shall be produced.(3) TheEmployment Standards Office may refuse to accept, review, mediate, investigate or otherwise resolve a complaint or may stop or postpone any such activity if:(A) theEmployment Standards Office determines that these Regulations do not apply to the complaint;(B) the complaint is frivolous, trivial or is not made in good faith;(C) there is not enough evidence to prove the complaint;(D) theEmployment Standards Office ,the Civil and Commercial Court or theRegulatory Tribunal has previously made a decision or an order relating to the subject matter of the complaint;(E) the complainant has not taken the requisite steps specified by theEmployment Standards Office to facilitate resolution or investigation of the complaint; or(F) the dispute that caused the complaint is resolved.(5) If an investigation is conducted, and before theEmployment Standards Office makes any determination or order, theEmployment Standards Office shall give the person under investigation an opportunity to be heard.(6) During the course of an investigation, theEmployment Standards Office shall provide translation services in a language understood by theEmployee , if theEmployment Standards Office considers that suchEmployee cannot understand or communicate in English.Amended by QFC Reg 2012-1 (as from 11th April 2012) Article 57 - Determinations and orders by the Employment Standards Office
(1) Without prejudice to its other powers, theEmployment Standards Office may, if satisfied that a person has contravened a provision of these Regulations or any rule, policy or order issued thereunder, make a determination to that effect and may order the person to do one or more of the following:(A) comply with the requirement;(B) remedy or cease doing an act or thing; and(C) pay any costs incurred by theEmployment Standards Office in connection with an investigation.(2) In addition to paragraph (1) above, if satisfied that anEmployer has contravened a provision of these Regulations or any rule, policy or order issued thereunder, theEmployment Standards Office may order theEmployer to do one (1) or more of the following:(A) pay all due salary payments to anEmployee ;(B) pay a person compensation;(C) pay a person any amount which theEmployment Standards Office determines is owing under any provision of these Regulations or any rules, policies or orders issued under these Regulations and any reasonable and actual out of pocket expenses incurred because of the contravention;(D) take within a specified period, any action theEmployment Standards Office considers reasonable that eliminates or reduces the adverse effect on the complainant of any matter relating to the complaint;(E) without prejudice to any more severe penalty stipulated in any other law, rules or regulations applying in theQFC , theEmployment Standards Office may impose a financial penalty on anEmployer in accordance with Schedule 1 of these Regulations and of such amount as it considers appropriate but not exceeding the amount of the maximum penalty specified in that Schedule in respect of each contravention; or(F) post notice, in a form and location specified by theEmployment Standards Office or in respect of(i) a determination; or(ii) a requirement, or information about these Regulations.(3) TheEmployment Standards Office shall serve anEmployer with notice of a requirement imposed under paragraphs (1) and (2) above.(4) A person on whom theEmployment Standards Office imposes a requirement under this Article shall comply with that requirement.(5) If satisfied that the requirements of these Regulations or any rules, policies or orders have not been contravened, theEmployment Standards Office shall dismiss the complaint.(6) TheEmployment Standards Office may vary or cancel a determination if circumstances have changed.Amended (as from 16th June 2020) Article 58 - Notifying others of determination
(1) On making a determination under these Regulations, theEmployment Standards Office shall make its findings public and shall serve any person named in the determination with a copy of the determination that includes the following:(A) if anEmployer or other person is required by the determination to pay wages, compensation, interest, a fine or other amount, the amount to be paid and how it was calculated;(B) if a fine is imposed, the nature of the contravention and the date by which the fine shall be paid; and(C) the time limit and process for appealing the determination to theRegulatory Tribunal .(2) Any person against whom a determination has been issued under Article 57 (Determinations and orders by theEmployment Standards Office ) may request from theEmployment Standards Office written reasons for the determination and theEmployment Standards Office shall comply with such request.Amended by QFC Reg 2012-1 (as from 11th April 2012) Article 59 - Settlement agreements
The
Employment Standards Office may do one or more of the following:(1) assist in settling a complaint or a matter investigated under these Regulations; or(2) direct that a person pay directly to anEmployee or other person any amount to be paid as a result of a settlement agreement under paragraph (1).Amended (as from 18th July 2019) Article 60 - Obstruction of the Employment Standards Office and the Regulatory Tribunal
A person shall not engage in conduct, including without limitation, the:
(1) destruction of documents;(2) failure to give or produce information or documents specified by theEmployment Standards Office or theRegulatory Tribunal ;(3) failure to appear before theEmployment Standards Office or theRegulatory Tribunal at a specified time and place to answer questions;(4) giving of information that is false or misleading; and(5) failure to give assistance in relation to an investigation which the person is able to give,that is intended to obstruct the
Employment Standards Office or theRegulatory Tribunal in the exercise of its powers under these Regulations.Amended by QFC Reg 2012-1 (as from 11th April 2012) Article 61 - Obligation to keep information confidential
Every person acting under the authority of these Regulations shall keep confidential all information and records obtained or provided under these Regulations, except so far as the person's public duty requires or these Regulations permit the person to disclose them or to take official action on them.
Article 62 - Appeal of the Employment Standards Office's determinations, decisions and fines
(1) A person directly affected by a final determination, decision, or fine of theEmployment Standards Office may appeal the matter to theRegulatory Tribunal .(2) The appeal shall be filed within thirty (30) days of receipt of the determination, decision, or fine appealed.(3) TheRegulatory Tribunal may grant a stay of the decision appealed from until the disposition of the appeal.(4) TheRegulatory Tribunal may attach conditions to the stay, including requiring a party to deposit as security part or all of a monetary order.(5) TheEmployment Standards Office shall provide theRegulatory Tribunal with the record that was before theEmployment Standards Office at the time the determination, order or fine was made, including any witness statement and documents considered by theEmployment Standards Office .(6) TheEmployment Standards Office is a party to an appeal under this section of any determination, decision or fine under appeal.(7) TheEmployment Standards Office shall comply with any directions theRegulatory Tribunal give to theEmployment Standards Office .Amended by QFC Reg 2012-1 (as from 11th April 2012) Article 63 - Powers of the Regulatory Tribunal on appeal
(1) Before considering an appeal under this Part, theRegulatory Tribunal may:(A) refer the matter back to theEmployment Standards Office for further investigation; or(B) recommend that an attempt be made to settle the matter.(2) TheRegulatory Tribunal may dismiss an appeal without a hearing of any kind if satisfied that:(A) the appeal is not within theRegulatory Tribunal's jurisdiction; or(B) the appeal is frivolous or trivial or is not brought in good faith.(3) On an appeal under this Part theRegulatory Tribunal , in addition to any powers it has, may:(A) consider any relevant evidence, in addition to the record;(B) decide all questions of fact or law arising in the course of an appeal;(C) refer the matter back to theEmployment Standards Office ; or(D) confirm, vary or cancel the determination, decision or fine under appeal, or make another decision it considers proper.Amended by QFC Reg 2012-1 (as from 11th April 2012) Article 64 - Rulemaking
(1) TheQFC Authority may adopt rules, policies and procedures that facilitate the administration of these Regulations or furthers the purposes of these Regulations, including but not limited to:(A) minimum wage requirements forEmployees or classes orEmployees ;(B) procedures for initiating and filing complaints;(C) a scale of compensation for work-related injuries or deaths; and(D) a scale of monetary fines.Amended by QFC Reg 2012-1 (as from 11th April 2012) Part 13: Part 13: Interpretation and Definitions
Article 65 - Interpretation
(1) In these Regulations, a reference to:(A) a provision of any law or regulation includes a reference to that provision as amended or re-enacted from time to time;(B) an obligation to publish or cause to be published a particular document shall, unless expressly provided otherwise in these Regulations, include publishing or causing to be published in printed or electronic form;(C) a calendar year shall mean a year of the Gregorian calendar;(D) a month shall mean a month of the Gregorian calendar;(E) the masculine gender includes the feminine and the neuter;(F) writing includes any form of representing or reproducing words in a legible form; and(G) a particular Ministry, authority or body of theState include a reference to any future name of that Ministry, authority or body.(2) The headings in these Regulations shall not affect their interpretation.(3) A reference in these Regulations to a Part, Article or Schedule by number only, and without further identification, is a reference to a Part, Article or Schedule of that number in these Regulations.(4) A reference in an Article or other division of these Regulations to a paragraph, sub-paragraph or Article by number or letter only, and without further identification, is a reference to a paragraph, sub-paragraph or Article of that number or letter contained in the Article or other division of these Regulations in which that reference occurs.(5) Any reference in these Regulations to "include", "including", "in particular", "for example", "such as" or similar expressions shall be considered as being by way of illustration or emphasis only and are not to be constructed so as to limit the generality of any words preceding them.Amended by QFC Reg 2012-1 (as from 11th April 2012) Article 66 - Definitions
In these Regulations, the following words and phrases shall have the meanings shown against each of them, unless the contrary intention appears:
CRO The Companies Registration Office established pursuant to Article 7 of the QFC Law Council of Ministers The Council of Ministers of theState .Employee A Sponsored Employee or an employee who is of Qatari nationality or is sponsored in theState by a member of his family and is employed by anEmployer Employer The QFC Authority , theRegulatory Authority ,QFC Commercial and Civil Court ,Regulatory Tribunal ,QFC Institution orQFC Entity which employs one or moreEmployees Employment Standards Office The QFC Institution established pursuant to Article 6 of the QFC Law Full-time Employee An Employee who works at least the number of hours determined by an Employer forFull-time Employees under Article 28.General Retirement and Social Insurance Authority The General Retirement and Social Insurance Authority established pursuant to Article 26 of theRetirement and Pensions Law .Immigration Regulations The Regulations enacted or to be enacted by the Minister pursuant to the QFC Law relating to immigration of SponsoredEmployees Part-time Employee An Employee who is not aFull-time Employee Person Includes a natural or judicial person, body corporate, or body unincorporate, including a branch, a company, partnership, unincorporated association or other undertaking, government or state QFC The Qatar Financial Centre QFC Authority The Qatar Financial Centre Authority established pursuant to Article 3 of the QFC Law Civil and Commercial Court The Civil and Commercial Court of the QFC established under theQFC Law Minister The Minister of Finance of the State QFC Entity Any company, branch or partnership established in or licensed to do business in the QFC QFC Institution Any entity, including the Employment Standards Office, established pursuant to Article 6 of the QFC Law QFC Law Law No. (7) of 2005 of the State , as amended from time to timeRegulatory Authority The Regulatory Authority of the QFC established pursuant to Article 8 of theQFC Law Regulatory Tribunal The tribunal established under the QFC Law Retirement and Pensions Law Law No (24) of 2002 of the State on Retirement and Pensions (as amended), or such other laws that may subsititute it form time to time from time to time). Sponsored Employee An Employee who is not of Qatari nationality and who is not sponsored in theState by a member of his family and is therefore sponsored in theState by hisEmployer State The State of Qatar Usual Salary The salary the Employee is usually paid; it includes basic salary, allowances and benefits given at each pay period.
Amended (as from 18th July 2019) Schedule 1– Contraventions With Financial Penalties Stipulated
Article of the Regulations Nature of contravention Maximum Financial penalty for contravention 10 - Employment of minors Employment of minors without consent of the legal guardian $1,500 USD 14 - Records Non-compliance with the provisions of this article $1,500 USD Other contraventions of Part 3 of the Regs $1,500 USD 15 – Prohibition on discrimination Discrimination based on sex, marital status, race, nationality or religion, mental or physical disability $3,500 USD 16 - Whistleblowing Termination of employee in breach $3,500 USD 17 – Employment contract
17A – Part Time
17B – Fixed TermFailure to provide a written employment agreement/non-compliance with mini-mum requirements $1,500 USD 18 - Probation period Probation period longer than 6 months/ unilateral extension of probation period without agreement with the employee $1,500 USD 23 – Termination with notice Failure to provide the notice period $1,500 USD Article of the Regulations Nature of contravention Maximum financial penalty for contravention 25 – End of service Delay in payment for any outstanding amounts $2,500 USD Other contraventions of Part 6 of the Regulations $1,500 USD Article of the Regulations Nature of contravention Maximum financial penalty for first contravention 26 – Payment of salary Delay in payment for more than 7 calendar days from the usual pay date $1,500 USD 27 – Unauthorised deductions Salary deductions in breach of this provision $1,500 USD 28 – Maximum working hours Non-compliance with the provisions of this article $1,500 USD 29 – Reduced working hours during Ramadan Non-compliance with the provisions of this article $1,500 USD 30 - Overtime Overtime in excess of the statutory limits $1,500 USD 31 – Overtime for management and professional staff Application of the provision to employees who are not managers or professional staff $1,500 USD 32 – Holidays Non-compliance with the provisions of this article $1,500 USD 33 – Annual leave Non-compliance with the provisions of this article $1,500 USD 34 – Dates of leave Non-compliance with the provisions of this article $1,500 USD Article of the Regulations Nature of contravention Maximum financial penalty for contravention 35- Annual leave during first year Non-compliance with the provisions of this article $1,500 USD 36 – Compensation in lieu of annual leave Non-compliance with the provisions of this article $1,500 USD 37 – Haj Leave Non-compliance with the provisions of this article $1,500 USD 38 – Sick leave Non-compliance with the provisions of this article $1,500 USD Article of the Regulations Nature of contravention Maximum financial penalty for first contravention Other contraventions of Part 8 of the Regulations $1,500 USD 39 – Equal pay Non-compliance with the provisions of this article $1,500 USD 40 – Maternity leave Non-compliance with the provisions of this article $2,500 USD 41 – Maternity pay Non-compliance with the provisions of this article $2,500 USD 42 – No termination
42A - Termination after Marriage or Maternity LeaveNon-compliance with the provisions of this article $3,500 USD 43 to 47 – Health and safety obligations Non-compliance with the provisions of this article $3,500 USD 48 – Health and disability insurance Non-compliance with the provisions of this article $1,500 USD Article of the Regulations Nature of contravention Maximum financial penalty for contravention 49 – Work-related injuries Non-compliance with the provisions of this article $1,500 USD 50 – Treatment of work related injuries Non-compliance with the provisions of this article $1,500 USD 51 – Compensation for work related injuries Non-compliance with the provisions of this article $1,500 USD 56 - Investigations Obstruction from carrying out procedure, or withholding sensitive information $1,500 USD 57 – Determinations and orders of the ESO Delay or failure to comply with an ESO determination and/or order $2,500 USD 60 – Obstruction of the ESO Non-compliance with the provisions of this article $2,500 USD 61 – Obligation to keep information confidential Non-compliance with the provisions of this article $1,500 USD Other contraventions of Part 12 of the Regs $1,500 USD Amended (as from 16th June 2020)
Financial Services Regulations
Click here to view earlier versions of Financial Services Regulations.
Enactment Notice
QFC Financial Services Regulations
relating to the management,
objectives, duties, functions, powers and
constitution of the QFC Regulatory AuthorityThe Minister of Economy and Commerce, with the consent of the Council of Ministers, hereby enacts the following regulations pursuant to Article 9 of Law No. (7) of 2005
Mohammed bin Ahmed bin Jassim Al Thani
Minister of Economy and Commerce of the State of QatarIssued at: The Qatar Financial Centre, Doha
On: 9 Rabia II 1426 A.H.
Corresponding to: 17 May 2005 A.D.
Part 1: Part 1: Application, Commencement and Interpretation
Article 1 - Citation
These
Regulations may be referred to as the Financial Services Regulations.Article 2 - Application
(1) TheseRegulations are made by theMinister pursuant to Article 9 of the QFC Law and have received the consent of theCouncil of Ministers as required by Article 8.1 of the QFC Law and amongst other things define the management, objectives, duties, functions, powers and constitution of theRegulatory Authority (including the activities which shall fall to be regulated, licensed and supervised by theRegulatory Authority ). TheseRegulations also define the management objectives, duties, functions, powers and constitution of theAppeals Body as required by Articles 8.1 and 8.2 of the QFC Law.(2) TheseRegulations shall apply in theQFC . To the fullest extent permitted by theQFC Law , the laws, rules and regulations of theState concerning the matters dealt with by or under theseRegulations shall not apply in theQFC .Article 3 - Commencement
These
Regulations shall come into force on 17 May 2005.Article 4 - Language
In accordance with Article 9 of the QFC Law, these
Regulations are written in the English language and the text thereof shall be the official original text. Any translation thereof into another language shall not be authoritative and in the event of any discrepancy between the English text of theseRegulations and any other version, the English text shall prevail.Article 5 - Interpretation
Words and expressions used in these
Regulations and interpretative provisions applying to theseRegulations are set out in Part 18.Part 2: Part 2: Introduction
Article 6 - Interrelation with QFC
The
QFC was established pursuant to theQFC Law and the commercial operations of theQFC are managed by theQFC Authority . The objectives of theQFC Authority are:(1) to establish, develop and promote theQFC as a leading location for international finance and business designed to attract international banking, financial services, insurance businesses, corporate head office functions, as well as other business;(2) to participate, in consultation with theRegulatory Body and theAppeals Body as may be appropriate, in the establishment and maintenance of an appropriate legal and regulatory regime to govern theQFC and activities lawfully conducted within it or conducted outside it by persons, companies or entities established within it;(3) to ensure theQFC , including theQFC Institutions , have adequate finance or are able to obtain adequate finance, so that they can finance their respective activities without undue difficulty and are financially stable;(4) to act in accordance with and promote international best practice and to eliminate bureaucracy to the maximum extent possible; and(5) all other things reasonably considered by it to be necessary, desirable or appropriate to achieve, further or assist in relation to any of the above objects.Article 7 - The Regulatory Authority
(1) TheRegulatory Authority was established by theQFC Law for the purposes of regulating, authorising and supervising banking, financial and insurance-related businesses carried on in or from theQFC .(2) TheRegulatory Authority also hasFunctions under theseRegulations arising out of otherLaws andRegulations (for example, those relating to anti-money laundering and combating terrorist financing).(3) TheRegulatory Authority is a body corporate owned by theState reporting to theCouncil of Ministers . TheRegulatory Authority has, under theQFC Law , financial and administrative autonomy from theState , theQFCA , theAppeals Body and otherQFC Institutions . TheRegulatory Authority has an independent budget for which theState has primary responsibility.Amended by QFC Reg 2010-2 (as from 9th December 2010) Article 8 - The Appeals Body
(1) TheAppeals Body was established by theQFC Law for the purposes of hearing appeals against the decisions of theRegulatory Authority .(2) TheAppeals Body has, under theQFC Law , financial and administrative autonomy from theState , theQFCA , theRegulatory Authority and otherQFC Institutions . TheAppeals Body has an independent budget for which theState has primary responsibility. According to theQFC Law , theAppeals Members are independent in the performance of their duties and neither theState , theCouncil of Ministers , theChairman of theQFCA , theRegulatory Authority nor any other person may intervene in the course of the decisions of theAppeals Body .(3) TheAppeals Body is the only body with jurisdiction to hear appeals against decisions made by theRegulatory Authority and its decision is final and binding on the parties and is not subject to further appeal.(4) TheAppeals Body must comply with the requirements as to its management and constitution set out in Schedule 4.(5) Without prejudice to any other powers and rights that it may have hereunder or under any other applicable laws orRegulations , theAppeals Body shall have the powers and rights and be subject to the duties and obligations set out in Schedule 4.Article 9 - The Tribunal
(1) TheQFC Law also makes provision for the establishment of theTribunal which will have jurisdiction to determine disputes relating to activities undertaken in or from theQFC , or events occurring in theQFC , or to make orders, directions or determinations in accordance with and to the extent provided for in theTDR Regulations .(2) The jurisdiction of theTribunal will include (subject to Article 8(3) (Jurisdiction of the Appeals Body)):(A) any civil or commercial proceedings brought by anyPerson pursuant to theTDR Regulations or any otherQFC Law orRegulation ;(B) any application for judicial review of a decision of theQFC Authority taken under anyQFC Law orRegulation , or of aPerson exercising the powers and functions of a body established under theQFC Law or anyRegulation ;(C) any application brought pursuant to anyQFC Law orRegulation ;(D) any matter that appears to theTribunal , or the application of theQFC Authority , to affect the integrity of theQFC or theQFC Law , or which is alleged by any otherPerson to affect that integrity and which theTribunal thinks fit to hear; and(E) any other class of case that another law empowers theTribunal to hear and determine.Part 3: Part 3: The Regulatory Authority
Article 10 - Background
This Part of these
Regulations sets out and elaborates on the background to the creation of theRegulatory Authority under theQFC Law , the objectives of theRegulatory Authority , and provisions relating to its constitution and governance.Article 11 - Management and constitution
(1) TheRegulatory Authority must comply with the requirements as to its management and constitution set out in Schedule 1.(2) Without prejudice to any other powers and rights that it may have hereunder or under any other applicable laws orRegulations , theRegulatory Authority shall have the powers and rights and be subject to the duties and obligations set out in Schedule 1.Article 12 - Objectives
(1) TheRegulatory Authority shall exercise its functions and powers under theQFC Law and theseRegulations in accordance with theRegulatory Objectives set out in Article 12(3).(2) TheRegulatory Authority shall be entitled to do, or refrain from doing, such other acts or things as it considers necessary, desirable or appropriate for or incidental to the exercise of its functions and powers in accordance with Article 12(1).(3) The objectives of theRegulatory Authority are:(A) the promotion and maintenance of efficiency, transparency and the integrity of theQFC ;(B) the promotion and maintenance of confidence in theQFC of users and prospective users of theQFC ;(C) the maintenance of the financial stability of theQFC , including the reduction of systemic risk relating to theQFC ;(D) the prevention, detection and restraint of conduct which causes or may cause damage to the reputation of theQFC , through appropriate means including the imposition of fines and other sanctions;(E) the provision of appropriate protection to those licensed to carry on business at theQFC and their clients or customers;
In considering what constitutes appropriate protection, theRegulatory Authority shall take into account:
(i) the financial integrity ofAuthorised Firms through appropriate financial resources requirements complemented by a robust system of internal controls;(ii) the differing degrees of protection which may be appropriate for clients or customers ofAuthorised Firms as a result of their experience, expertise, business and means and the differing degree of information which it may be appropriate to give to such clients or customers;(iii) the differing degree of risk involved in different kinds of investment or transaction; and(iv) the general principle that clients or customers ofAuthorised Firms should take responsibility for their own decisions;(F) the promotion of understanding of the objectives of theQFC amongst users and prospective users of theQFC and other interestedPersons ;(G) ensuring theRegulatory Authority is run with a view to:(i) it operating at all times in accordance with best international standards for financial and business centres of a similar kind; and(ii) establishing and maintaining theQFC as a leading financial and business centre in the Middle East; and(H) minimising the extent to which the business carried on by aPerson carrying onRegulated Activities can be used for the purposes of or in connection withFinancial Crime .
In considering this objective, theRegulatory Authority shall have regard to the desirability ofAuthorised Firms having appropriate systems, controls and procedures to detect and prevent the incidence ofFinancial Crime .(4) Except as set out in theQFC Law or in theseRegulations , theRegulatory Authority shall perform its functions and discharge its duties and determine its own procedures and management in such manner as it shall decide, provided that it shall always operate in compliance with the requirements and provisions of theQFC Law and theseRegulations .(5) For the purposes of Article 12(3) (Regulatory Objectives) and 13(2) (International Competitiveness), theRegulatory Authority shall be entitled to assume that it will fulfill its objectives relating to theQFC by fulfilling those objectives with respect to theFinancial System operating within theQFC .Article 13 - Principles of a Good Regulation
In exercising its functions and powers under the
QFC Law and theseRegulations , theRegulatory Authority shall have regard to:(1) the need to use its resources in the most efficient and economic way;(2) the desirability of facilitating innovation and fostering the international competitiveness of theQFC ;(3) the desirability of fostering competition between those who are subject to regulation by theRegulatory Authority ;(4) the principle that theRegulatory Authority should exercise its powers and functions in a fair and transparent manner;(5) the need to comply with such generally accepted principles of good governance as it is reasonable to regard as applicable to it;(6) the need to balance the burdens and restrictions on firms with the benefit of regulation; and(7) the need to act in accordance with all laws andRegulations to which it is subject.Article 14 - Conflicts
The
Regulatory Authority shall put in place procedures to identify and manage conflicts of interest to which its directors, officers, employees and agents may be subject in the performance of their duties with a view to ensuring, amongst other things, that suchPersons will not play any part in the making of decisions on matters in respect of which they are subject to a material conflict of interest.Article 15 - Powers to issue Rules
(1) TheRegulatory Authority may make rules—(a) with respect to any matter for which it is required or permitted to make rules by anyLaw orRegulations ; or(b) that it considers necessary or appropriate to facilitate the pursuit, achievement or furtherance of theRegulatory Objectives or to aid it toExercise or enforce itsFunctions under anyLaw orRegulations .(2) In particular, theRegulatory Authority may make Rules in respect of:(A) the process and requirements for individuals to become approved or otherPersons to become authorised to carry onRegulated Activities in or from theQFC (including any terms, conditions and requirements applying to such approvals andAuthorisations and the process and requirements for varying or withdrawing such approvals orAuthorisations );(B) standards of conduct applicable to particularPersons in theQFC (including standards applicable when thosePersons deal with particular types of client or customer (or prospective client or customer) or when carrying on particular types of business);(C) the levels and types of resources (including financial resources and human resources) to be maintained by particularPersons in theQFC ;(D) the infrastructure, systems, controls and process to be implemented and maintained by particularPersons in theQFC ;(E) the safeguarding or protection by particularPersons in theQFC of monies and other assets belonging to their clients or customers;(F) the fees payable by particularPersons in theQFC to theRegulatory Authority (on a periodic basis or in respect of particular circumstances or events);(G) processes, requirements and standards applicable toPersons in theQFC when dealing with theRegulatory Authority ;(H) the conduct of theRegulatory Authority and its officers, employees and agents in relation to the exercise of theRegulatory Authority's powers and the performance of its functions, including the exercise of its powers relating to supervision, investigation, intervention and disciplinary proceedings, as appropriate; and(I) duties, powers and functions conferred on or delegated to theRegulatory Authority under Schedule 2.(3) TheRegulatory Authority may also issue standards, principles or codes of practice which, unless otherwise stated in such standards, principles or codes shall constitute Rules for the purpose of theseRegulations .(4) Before making any Rules pursuant to Article 15(1), theRegulatory Authority shall publish the proposed Rules on theRegulatory Authority's website. The publication shall contain the following information:(A) the draft text of the proposed Rules;(B) the date on which the Rules will come into force; and(C) an invitation to make comments to theRegulatory Authority and the date by which comments must be received.(5) The procedures set out in Article 15(4) shall not apply to the making of Rules if theRegulatory Authority determines that the delay in bringing such Rules into force that would arise as a consequence of compliance with Article 15(4) would be contrary to the interests of theQFC or if such amendments are minor or inconsequential. In such circumstances the information that would otherwise be required to be published pursuant to Article 15(4) shall be published on theRegulatory Authority's website no later than the day on which the relevant Rules come into force.(6) TheRegulatory Authority may also issue such other consultative documents, open letters, policy statements, information notices, discussion documents and undertake such other forms of consultation and discussion as it thinks appropriate.(7) Rules issued under theseRegulations are binding on those to whom they are expressed to apply.(8) References in this Article to "making Rules" shall be construed as including making amendments to existing Rules.Amended by QFC Reg 2010-2 (as from 9th December 2010) Article 16 - Waiver or modification of Rules
(1) TheRegulatory Authority may, on the application of aPerson or its own initiative and by written notice, declare that a provision of anyRules —(a) applies to thePerson with the modifications mentioned in the notice; or(b) does not apply in relation to thePerson .(2) TheRegulatory Authority must be satisfied, when giving a notice under Article 16(1) in relation to aPerson , that:(A) either:(i) the burden experienced by thatPerson in complying with the relevantRule would significantly outweigh the benefits that theRule was intended to achieve; or(ii) compliance with theRule would not achieve or further the purpose for which the relevantRule was made; and(B) the notice would not result in undue risk toPersons whose interests theRule is intended to protect.(3) A written notice under Article 16(1) may be given subject to conditions.(4) Unless theRegulatory Authority is satisfied that it is inappropriate or unnecessary to do so, it must publish a written notice issued under Article 16 in such a way (including publication on its website) as it considers appropriate for bringing the notice to the attention of:(A) those likely to be affected by it; and(B) others who may be likely to become subject to a similar notice.(5) TheRegulatory Authority may on theApplication of thePerson to whom it applies, or on its own initiative:(A) revoke a written notice; or(B) vary a written notice.(6) With respect to the publication of a revocation or variation, Article 16(4) applies analogously.(7) TheRegulatory Authority may issueRules , in particular with respect to the provision of a written notice and the procedures in relation thereto.(8) Any decision of theRegulatory Authority with respect to the granting or refusal of a waiver or modification ofRules pursuant to Article 16 may be referred to theAppeals Body by thePerson to whom the waiver or modification relates (or would relate if granted).Amended by QFC Reg 2010-2 (as from 9th December 2010) Article 17 - Guidance
(1) TheRegulatory Authority may giveGuidance consisting of such information and advice as it considers appropriate:(A) with respect to the operation of theQFC Law , theseRegulations , anyRules or anyRelated Regulations ;(B) with respect to any matters relating to functions of theRegulatory Authority ;(C) for the purpose of meeting theRegulatory Objectives ; and(D) with respect to any other matters about which it appears to theRegulatory Authority to be desirable to give information or advice.(2)Guidance issued by theRegulatory Authority may be given generally, to a class ofAuthorised Firm , or to anyAuthorised Firm or otherPerson individually. SuchGuidance may be issued either at the request of thePerson seeking suchGuidance or by theRegulatory Authority on its on initiative.(3) If theRegulatory Authority proposes to giveGuidance toPersons generally, or to a class ofAuthorised Firm , in relation toRules to which those persons are subject, Articles 15(4) and (5) (Publicity Requirements) apply to the proposedGuidance as it applies to proposedRules .(4)Guidance issued by theRegulatory Authority is indicative of the view of theRegulatory Authority at the time and in the circumstances in which it was given and is non-binding.(5) TheRegulatory Authority may makeRules prescribing the procedures pursuant to whichPersons or particular types ofPersons may apply to theRegulatory Authority forGuidance and any fees payable by suchPersons in respect of suchApplications .(6) Unless theRegulatory Authority is satisfied that it is inappropriate or unnecessary to do so, it must publishGuidance which is given generally or to a class ofAuthorised Firm orPerson in such a way (including on theRegulatory Authority's website) as it considers appropriate for bringing theGuidance to the attention of:(A) those likely to be affected by it; and(B) others who may be likely to become subject to similarGuidance .Article 18 - Public records
(1) TheRegulatory Authority shall make the following information available to the public during normal working hours:(A)Regulations issued under theQFC Law ;(B)Rules issued by theRegulatory Authority and any proposedRules to the extent required by Article 15(4);(C) waivers or modifications ofRules to the extent required by Article 16(4);(D)Guidance to the extent required by Article 17(6) and proposed generalGuidance to the extent required by Article 17(3);(E) consultative documents, open letters, information notices, policy statements and open discussion documents issued by theRegulatory Authority ;(F) details of allAuthorised Firms together with such other information relating to theRegulated Activities that suchAuthorised Firms are authorised to carry on as theRegulatory Authority considers appropriate;(G) details of allApproved Individuals recording the full name of eachApproved Individual , any previous names of theApproved Individual , the name of theAuthorised Firm (s) for or on behalf of whom theApproved Individual performsControlled Functions , theControlled Functions that theApproved Individual is registered to perform and such other information as theRegulatory Authority considers appropriate;(H) public censures and the results of other enforcement or disciplinary actions pursuant to Part 9 (Disciplinary and Enforcement Powers) (subject to completion of any applicable appeal at theAppeals Body or expiry of any applicable right to appeal);(I) details of decisions by theAppeals Body ;(J) if theRegulatory Authority considers it appropriate, information concerning conditions or requirements imposed on theAuthorised Firms orApproved Individuals and the withdrawal of anyAuthorisations or approvals whether as a result of the own initiative powers of theRegulatory Authority or otherwise;(K) theRegulatory Authority's policy on penalties;(L) theRegulatory Authority's annual report; and(M) such other information consistent with theRegulatory Objectives as theRegulatory Authority considers to be relevant in connection with its functions.(2) The information referred to in Article 18(1) may be kept and made available in such form and manner as theRegulatory Authority considers appropriate provided that theRegulatory Authority shall also publish quarterly details of theRegulations andRules referred to in Article 18(1)(A)-(B) issued during the preceding quarter. TheRegulatory Authority may publish such information with or without charge.(3) TheRegulatory Authority shall not be obliged to make information available to the public or otherwise publish it if it believes that to do so would not be in the public interest or in the interests of theFinancial System or would be unfair to anyPerson orPersons (other than theRegulatory Authority itself) to whom such information relates (in whole or in part).Article 19 - Confidentiality
(1) Subject to Article 20(5) (Information relating to requests from Overseas Regulators) the followingPersons shall not disclose anyConfidential Information received by them in theExercise of theirFunctions otherwise than as permitted by Article 19(3) and (4):(A) theRegulatory Authority , or any of its officers, employees, agents or contractors;(B) anyNominated Person nominated or approved by theRegulatory Authority to undertake a report pursuant to Article 49;(C) any externalInvestigator appointed by theRegulatory Authority pursuant to Article 50 (Appointment of Investigators) and 51 (Investigations of Companies);(E) anyIndependent Person appointed to undertake a review under paragraph 23 of Schedule 1 (Review of Regulatory Authority) or deal with complaints against theRegulatory Authority in accordance with paragraph 25 of Schedule 1 (Complaints against the Regulatory Authority); nor(F)Persons undertaking an Inquiry pursuant to paragraph 24 of Schedule 1 (Inquiry relating to the Financial System),(2) The restriction on disclosure ofConfidential Information referred to in Article 19(1) shall also apply to anyPerson (other than thePerson to whom the duty of confidentiality is owed) coming into possession of suchConfidential Information .(3)Confidential Information may be disclosed by theRegulatory Authority or thePersons referred to in Article 19(1) and (2) in the following circumstances:(A) with the consent of thePerson to whom the duty of confidentiality is owed;(B) where such disclosure is permitted or required by or pursuant to theQFC Law , theseRegulations or any otherRegulation conferring powers, duties or functions on theRegulatory Authority ;(C) in response to a legally enforceable demand;(D) where the disclosure is made in good faith for the purposes of the performance or exercise by theRegulatory Authority of any of its functions, duties and powers under theQFC Law , thisRegulation or anyRelated Regulations ;(E) (in the case ofPersons other than theRegulatory Authority ) to theRegulatory Authority ;(F) (in the case of a review or inquiry referred to in Article 19(1)(E) and (F) above), to theCouncil of Ministers ;(G) to theTribunal orAppeals Body in connection with any matter falling within their jurisdiction;(H) to any body, agency or authorityExercising Functions relating to the detection or prevention of money laundering or terrorist financing, whether inside or outsideQatar ; or(I) to any other civil or criminal enforcement agency or authority, whether in theState or internationally; or(J) toOverseas Regulators in accordance with Article 20 (International Relations and Co-operation).(4) In exercising the duties, functions and powers assigned or delegated to theRegulatory Authority as referred to in Schedule 2, paragraph 1, theRegulatory Authority (or any of thePersons referred to in Article 19.1 acting on behalf of theRegulatory Authority ) shall be permitted to disclose to thePerson assigning or delegating such duties, functions and powers only suchConfidential Information as is obtained in the performance of the delegated duties, functions and powers, but not anyConfidential Information obtained otherwise than in such capacity unless such disclosure is permitted in accordance with Article 19(3).Amended by QFC Reg 2010-2 (as from 9th December 2010) Article 20 - International relations and co-operation
(1) TheRegulatory Authority shall foster relations withOverseas Regulators andInternational Regulatory Association s outside theQFC with a view to promoting the highest standards of domestic and international regulation and supervision and providing mutual assistance to ensure the integrity of the international marketplace.(2) TheRegulatory Authority may, in pursuance of Article 20(1), enter into such memoranda of understanding, protocols or similar arrangements (whether or not binding) as it considers appropriate.(3) TheRegulatory Authority mayExercise itsFunctions to cooperate with and provide assistance toOverseas Regulators in theExercise of theirFunctions or in connection with the detection or prevention of money laundering, terrorist financing or otherFinancial Crime .(4) In deciding whether or not toExercise itsFunctions under Article 20(3), theRegulatory Authority may take into account such factors as it considers relevant, including:(A) whether the country or territory of the relevantOverseas Regulators would confer corresponding co-operation and assistance to theRegulatory Authority ;(B) whether the requested co-operation or assistance relates to a breach of law, or other requirement which has no close parallel in theQFC ; and(C) the seriousness of the case and whether it is in the public interest to provide the requested co-operation or assistance.However, theRegulatory Authority may not deny co-operation or assistance solely on the basis that the type of conduct to which a request for co-operation or assistance from the otherOverseas Regulators relates would not result in a violation of theQFC Law , thisRegulation , any otherRegulation or theRules .(5) TheRegulatory Authority will keep confidential any requests for co-operation and assistance received from anotherOverseas Regulator . TheRegulatory Authority will keep confidential anyConfidential Information received from anOverseas Regulator pursuant to a request for co-operation or assistance made by theRegulatory Authority to that otherOverseas Regulator except:(A) to the extent that it uses theConfidential Information for the purposes set out in the request for assistance or co-operation including ensuring compliance with theLaw ,Regulations orRules to which the request relates;(B) to the extent that it uses theConfidential Information for purposes within the general framework of the use stated in the request for assistance or co-operation, including conducting a civil or administrative enforcement proceeding, assisting in a criminal prosecution or conducting any investigation for any purported or suspected contravention of the provisions specified in the request (if the contravention relates to theQFC );(C) with the consent of theOverseas Regulator that has supplied the information or document; or(D) in response to a legally enforceable demand, provided that theRegulatory Authority notifies theOverseas Regulator that has supplied the information or document prior to complying with the demand and asserts such appropriate legal exemptions and privileges with respect to such information as may be available to it.(6) TheRegulatory Authority may decide that it will not exercise its powers under Article 20(3) unless theOverseas Regulator undertakes to make such contribution towards the cost of such co-operation and assistance as theRegulatory Authority considers appropriate.Amended by QFC Reg 2010-2 (as from 9th December 2010) Article 21 - Powers relating to other Regulations
The
Regulatory Authority , in addition to the powers, duties and functions conferred on it under theseRegulations shall have the powers, duties and functions delegated to or conferred on it in accordance with Schedule 2.Part 4: Part 4: Regulated Activities
Article 22 - Background
(1) TheQFC Law provides that no activities may be conducted in or from theQFC unless they fall within the general categories ofPermitted Activities set out in theQFC Law (and which are set out in Part 4 of Schedule 3 for ease of reference).(2) TheQFC Law also provides that noRegulated Activities are to be conducted in or from theQFC save pursuant to an appropriate approval, authorisation or licence from theRegulatory Authority .Article 23 - Regulated Activities
(1) Subject to any Rules, an activity is aRegulated Activity for the purposes of theQFC Law and theseRegulations if it:(A) falls within one or more of the categories ofSpecified Activities set out in Part 2 of Schedule 3 applying (to the extent stated in Part 2 of Schedule 3) to one or moreSpecified Products ; and(B) is carried on by way of business as described in Article 25.(2) APermitted Activity is also aRegulated Activity for the purposes of theQFC Law and theseRegulations if it is declared to be a regulated activity by or under anyRules .(3) However, subject to anyRules , an activity is not aRegulated Activity for the purposes of theQFC Law or theseRegulations if it falls within 1 or more of the exemptions in Part 1 of Schedule 3.Amended by QFC Reg 2010-2 (as from 9th December 2010) Article 24 - Regulated Activities in respect of retail customers
(1) TheRegulatory Authority may authorisePersons to carry onRegulated Activities with or for retail customers in theState after it has put in place measures to ensure appropriate customer protections commensurate with the needs of such customers.(2) References in Articles 24(1) to retail customers are to individuals having such characteristics or such other type or category ofPerson as theRegulatory Authority may specify byRules .Article 25 - Activities carried on by way of business
(1) Subject to Article 25(2) for the purposes of this Part an activity is carried on by way of business if:(A) thePerson who carries on the activity;(i) holds himself out to otherPersons as engaging in that activity; or(ii) regularly solicitsPersons other thanAuthorised Firms to engage with him in transactions constituting that activity; or(B) the activity is carried on in a manner which is otherwise deemed to constitute the carrying on of an activity by way of business in accordance withRules issued by theRegulatory Authority under Article 25(2).(2) TheRegulatory Authority may from time to time issueRules (A) as to the circumstances in which an activity is or is not to be regarded as carried on by way of business to supplement the provisions in this Article; and(B) in respect of the scope of Article 25(1)(A) including the circumstances in which aPerson should not be regarded as holding out or soliciting or should otherwise be regarded as a customer to the market (and accordingly not carrying on aRegulated Activity for the purposes of theQFC Law and theseRegulations ).Article 26 - Activities conducted in or from the QFC
(1) APerson who would not otherwise be regarded as carrying on activities in or from theQFC shall be deemed to be carrying on activities in or from theQFC for the purposes of Article 11(2) of theQFC Law and theseRegulations if:(A) thatPerson is aQFC Entity and the day-to-day management of those activities (even if those activities are undertaken in whole or in part from outside theQFC ) are the responsibility of theQFC Entity ;(B) thatPerson's head office is outside theQFC but the activity is carried on from an establishment maintained by him in theQFC ; or(C) the activities are conducted in circumstances that are deemed to amount to activities carried on in or from theQFC underRules made by theRegulatory Authority in accordance with Article 26(2).(2) TheRegulatory Authority may from time to time issueRules as to the circumstances in which activities capable of having an effect in theQFC are or are not to be regarded as conducted in or from theQFC .Amended by QFC Reg 2010-2 (as from 9th December 2010) Part 5: Part 5: Authorisation Requirements and Process
Article 27 - Application
(1) AnApplication for anAuthorisation may be made to theRegulatory Authority by:(C) a body corporate;(D) a partnership; or(E) an unincorporated association.(2)Authorisation constitutes an approval, authorisation or licence for the purposes of Article 11(2) of theQFC Law .(3) AnAuthorised Firm may apply to theRegulatory Authority to vary itsAuthorisation . A variation may include:(A) extending anAuthorised Firm's Authorisation to includeRegulated Activities other than those in respect of which it already has anAuthorisation ;(B) varying conditions restrictions or requirements imposed on itsAuthorisation in accordance with Article 29(1) or 31(2); or(C) withdrawing itsAuthorisation in respect of one or moreRegulated Activities .(4) TheApplicant for anAuthorisation , variation of anAuthorisation or withdrawal ofAuthorisation as a whole may withdraw itsApplication by giving theRegulatory Authority notice at any time before theRegulatory Authority determines theApplication .Amended by QFC Reg 2010-2 (as from 9th December 2010) Article 28 - Form and content of Application
(1) AnApplication for anAuthorisation or variation or withdrawal of anAuthorisation shall be in such form and contain such information as may be prescribed by theRegulatory Authority from time to time.(2) TheRegulatory Authority may waive all or any part of its generally adopted requirements as to form and contents either in individual cases or generally, provided it is satisfied in either case that:(A) materially similar, up-to-date information is provided in other documentation already issued or completed by theApplicant ;(B) such information is not necessary in the light of any registration or authorisation theApplicant may have in a jurisdiction outside theQFC ; or(C) such information is not considered by theRegulatory Authority to be relevant in the context of any particularApplication .(3) TheRegulatory Authority may require theApplicant to provide further information which theRegulatory Authority reasonably requires to be able to decide whether to approve anApplication to which Article 28 relates.(4) If at any time between the making of theApplication and the grant of theAuthorisation , variation or, as the case may be, withdrawal, theApplicant or the signatories to the relevantApplication become(s) aware of a material change which is reasonably likely to be relevant to theApplication under consideration by theRegulatory Authority , theApplicant or signatories (as the case may be) shall inform theRegulatory Authority of such a change without delay.Amended by QFC Reg 2010-2 (as from 9th December 2010) Article 29 - Grant of Authorisation, variation or withdrawal and rejection of an Application
(1) TheRegulatory Authority may:(A) grant anApplication for anAuthorisation , variation or withdrawal of anAuthorisation either without conditions, restrictions or requirements or with such conditions, restrictions or requirements as it considers appropriate; or(B) reject theApplication .(2) TheRegulatory Authority may makeRules setting out the criteria which anApplication for anAuthorisation , or for variation or withdrawal of anAuthorisation , must satisfy before anApplication can be granted by theRegulatory Authority . Such criteria shall include requirements (as appropriate) relating to:(A) the fitness and propriety of anApplicant having regard to all the circumstances, including his connection with anyPerson , the nature of anyRegulated Activity that he carries on or seeks to carry on and the need to ensure that his affairs are conducted soundly and prudently;(B) the legal form that anApplicant must adopt;(C) the resources of theApplicant , whether financial or otherwise;(D) theApplicant's systems and controls;(E) the location of theApplicant's offices;(F) in the case of anApplication for a withdrawal, the interests of the clients or customers of theAuthorised Firm , and the effective supervision of theFinancial System ; and(G) theRegulatory Authority's ability to effectively supervise theApplicant orAuthorised Firm .(3) In considering anApplication for anAuthorisation or to vary or withdraw anAuthorisation , theRegulatory Authority may have regard to any person appearing to it to be, or likely to be, in a contractual relationship with theApplicant or connected with theApplicant .(4) AnAuthorisation or variation of anAuthorisation may only be granted if theApplicant is at the time theApplication is granted or immediately thereafter, aQFC Entity , or otherwise has registered a place of business in theQFC with theCRO and has aLicence issued by or on behalf of theQFCA .(5) Without limitation to Article 29(2)(G), if theApplicant hasClose Links with anotherPerson , theRegulatory Authority must be satisfied in considering anApplication forAuthorisation or variation of anAuthorisation :(A) that those links are not likely to prevent theRegulatory Authority's effective supervision of theApplicant ; and(B) if it appears to theRegulatory Authority that such otherPerson is subject to the laws, regulations or administrative provisions of a jurisdiction outside theQFC , that neither those provisions, nor any deficiency in their enforcement, would prevent theRegulatory Authority's effective supervision of theApplicant .(6) Where theRegulatory Authority :(A) grants anApplication forAuthorisation or variation or withdrawal of anAuthorisation , theRegulatory Authority must notify theApplicant accordingly; or(B) rejects anApplication forAuthorisation or variation or withdrawal of anAuthorisation , theRegulatory Authority shall promptly inform theApplicant in writing of such refusal and, where requested by theApplicant , the reasons for such refusal, and of theApplicant's right to appeal that decision to theAppeals Body .(7) Where theRegulatory Authority grants anApplication forAuthorisation or variation of anAuthorisation , it must also notify theApplicant of theRegulated Activity orRegulated Activities that may be carried out following such grant (and of any restriction, condition or requirement imposed on theApplicant ) in a format which theRegulatory Authority considers appropriate.Article 30 - Status of Authorisation
(1) AnAuthorisation granted pursuant to this Part is not transferable.(2) If theAuthorised Firm is a partnership or an unincorporated association:(A) it is authorised to carry on theRegulated Activities concerned in the name of the partnership or unincorporated association; and(B) itsAuthorisation is not affected by any change in its membership.(3) Article 30(2)(B) is subject to the requirements as to the approval of and notification ofControllers and changes of control contained in Part 6.Article 31 - Own initiative action by the Regulatory Authority
(1) TheRegulatory Authority may exercise any of the powers or take any of the steps set out in Article 31(2) at any time where it considers it appropriate to do so in accordance with theRegulatory Objectives , including where it is satisfied that:(A) anAuthorised Firm is failing, or is likely to fail, to satisfy the criteria referred to in Articles 29 (2)-(5) (Grant or Rejection of Applications forAuthorisation , variation or withdrawal);(B) anAuthorised Firm has failed, during a period of at least 12 months, to carry on aRegulated Activity for which it has anAuthorisation ;(C) it is desirable to take such steps to exercise such power in order to protect the interests of clients or customers of anAuthorised Firm or theFinancial System ;(D) anAuthorised Firm is in breach of, or has been, in breach of one or more conditions, restrictions or requirements applicable to itsAuthorisation ;(E) anAuthorised Firm is (or has been) otherwise in breach of theQFC Law , theseRegulations or anyRules or other relevant legislation;(G) a request has been received from anOverseas Regulator in accordance with Article 20 (International Relations and Co-operation).(2) The powers and steps referred to in Article 31(1) are, by written notice to theAuthorised Firm , to:(A) impose or vary such conditions, restrictions and requirements on anAuthorisation as theRegulatory Authority shall consider appropriate;(B) require aPerson specified in the condition, restriction or requirement to take or refrain from taking such action as theRegulatory Authority considers appropriate; or(C) withdraw theAuthorised Firm's Authorisation or vary itsAuthorisation to remove one or moreRegulated Activities .(3) Subject to Article 31(4), theRegulatory Authority may only exercise powers or take steps pursuant to Article 31(2) where it has provided the relevantAuthorised Firm beforehand with an appropriate opportunity to make representations to theRegulatory Authority in relation to the proposed steps and has given due consideration to those representations in determining the steps to be taken.(4) The requirement on theRegulatory Authority under paragraph 31(3) above shall not apply:(A) where theRegulatory Authority concludes that any delay likely to arise as a result of the requirement to allow representations contained in Article 31(3) is prejudicial to the interests of the clients or customers of theAuthorised Firm , or theFinancial System (provided in such case that theRegulatory Authority shall provide theAuthorised Firm with an opportunity to make such representations promptly after such powers have been exercised or steps taken and shall give due consideration to such representations); or(B) the powers to be exercised or steps to be taken follow a determination by theRegulatory Authority pursuant to Part 9 (Disciplinary and Enforcement Powers) or a decision by theAppeals Body orTribunal relating to or affecting theAuthorised Firm in question.Article 32 - Right to refer matters to the Appeals Body
Any decision made by the
Regulatory Authority pursuant to Articles 29 or 31 may be referred to theAppeals Body by theApplicant orAuthorised Firm to which the decision relates.Article 33 - Enforceability of agreements
(1) An agreement made in the course of carrying on aRegulated Activity by aPerson who is not anAuthorised Firm shall be unenforceable against the other party to the agreement.(2) The other party to the agreement may apply to theTribunal to recover:(A) any money paid or property transferred by him under the agreement; and(B) compensation for any loss suffered by him as a result of such payment or transfer.(3) If the other party chooses not to perform his obligations under the agreement or recovers any money paid or property transferred by him under the agreement, he shall repay any money or property received by him under the agreement.(4) Where property transferred under the agreement has been transferred to a third party, references in this Article 33 to such property shall be interpreted as references to the value of the property at the time of the transfer under the agreement.(5) If theTribunal is satisfied that:(A) thePerson referred to in Article 33(1) reasonably believed that he was not in breach of theAuthorisation requirement set out in Article 11(2) of theQFC Law , and(B) it is just and equitable in all the circumstances to do so,theTribunal may make an order declaring that the agreement referred to in Article 33(1) shall be upheld and that money and property paid or transferred under the agreement be retained, or otherwise dealt with in such way as theTribunal shall determine.Part 6: Part 6: Controllers
Article 34 - Scope of application
(1) This Part applies to:(A)Persons who acquire, or change their level or type of control over anAuthorised Firm ; and(B)Authorised Firms who are the subject of such acquisition or change of controlin both cases being anAuthorised Firm (s) to which Article 34(2) relates.(2) TheAuthorised Firms to which Article 34(1) shall apply are:(A)QFC Entities which areAuthorised Firms ;(B) otherAuthorised Firms to which this Part applies pursuant to a condition, restriction or requirement to that effect imposed by theRegulatory Authority under Part 5.Article 35 - Approval of Regulatory Authority
No
Person may assume control, or assume an increased level of control, over anAuthorised Firm unless theRegulatory Authority shall have first given its approval in accordance with the following provisions of this Part.Article 36 - Obligation to notify the Regulatory Authority
(1) Where aPerson proposes to:(A) acquire control over anAuthorised Firm ; or(B) to increase, decrease or change his existing level or type of control or to cease to have control over anAuthorised Firm ,aController Notice must be submitted to theRegulatory Authority in accordance with the following provisions.(2) Subject to Article 36(3), theController Notice must be submitted by theAuthorised Firm in question not less than 30 days in advance of the proposed acquisition of or change in control or, where this is not reasonably practicable, immediately upon becoming aware of the proposed or actual acquisition of or change in control.(3) Where theAuthorised Firm is:(A) not aware of the acquisition of or change in control; or(B) is not able to obtain sufficient information to submit theController Notice ,theController Notice must instead be submitted by thePerson who is proposing to acquire or change, or has acquired or changed, control. In the case of (B) above, theAuthorised Firm shall promptly upon becoming aware of the acquisition or change or proposed acquisition or change, notify theRegulatory Authority of all relevant information in its possession about the acquisition or change or proposed acquisition or change and notify thePerson in question of his obligations under this Part.(4) TheAuthorised Firm must have in place systems and controls aimed at ensuring that it is advised of and monitors any acquisition of or change in control to which this Part applies.(5) AController Notice shall be given to theRegulatory Authority and shall include such information and be accompanied by such documents, and be signed or executed by suchPersons and in such manner as theRegulatory Authority may reasonably require.(6) TheRegulatory Authority may require theAuthorised Firm orPerson submitting aController Notice to provide such additional information or documents as it reasonably considers necessary in order to enable it to determine what action it should take in response to theController Notice .(7) TheRegulatory Authority shall not be obliged to confirm receipt of theController Notice .(8) Article 108 of theseRegulations (Notices and other Information) shall apply in respect of eachController Notice .Amended by QFC Reg 2010-2 (as from 9th December 2010) Article 37 - Acquiring and changing control
(1) For the purposes of this Part, aPerson acquires control over anAuthorised Firm where he first:(A) holds 10% or more of the shares in theAuthorised Firm , or is entitled to exercise or control the exercise of 10% or more of the voting power in theAuthorised Firm ;(B) holds 10% or more of the shares in aParent Entity of theAuthorised Firm or is entitled to exercise or control the exercise of 10% or more of the voting power in aParent Entity of theAuthorised Firm ; or(C) is able to exercise significant influence over the management of theAuthorised Firm or aParent Entity of theAuthorised Firm by virtue of his shareholding or voting power, or by contractual or other arrangements.(2) TheRegulatory Authority may issueRules specifying the levels and type of control, and of change in control which will give rise to a notification requirement under Article 36 or require approval under Article 35.(3) For the purposes of this Article:(A) shares -(i) in relation to anAuthorised Firm or relevantParent Entity with a share capital, means allotted shares;(ii) in relation to anAuthorised Firm or relevantParent Entity with capital but no share capital, means rights to share in the capital of theAuthorised Firm or relevantParent Entity ; and(iii) in relation to anAuthorised Firm or relevantParent Entity without capital, means interests conferring any right to share in the profits, or liability to contribute to the losses, of theAuthorised Firm or relevantParent Entity ; or giving rise to any obligation to contribute to the debts or expenses of theAuthorised Firm or relevantParent Entity in the event of a winding-up; and(B) voting power, in relation to anAuthorised Firm or relevantParent Entity which does not have general meetings at which matters are decided by the exercise of voting rights, means the right under the constitution of theAuthorised Firm or relevantParent Entity to direct the overall policy of theAuthorised Firm or relevantParent Entity or alter the terms of its constitution.(4) References in this Part to a change of control include any of the matters referred to in Article 36(1)(B) and reference to aPerson acquiring or changing control shall be to aPerson acquiring or changing control either alone or together with one or moreAssociate (s).Article 38 - Decision of the Regulatory Authority
(1) TheRegulatory Authority may:(A) unconditionally approve thePerson having or increasing or proposing to have or increase the control for which aController Notice would be required under Article 36;(B) approve suchPerson subject to such conditions as theRegulatory Authority thinks fit; or(C) refuse to give its approval.(2) TheRegulatory Authority shall seek to make its determination within 30 days of receipt of all the required information and shall notify theAuthorised Firm in question (or where theController Notice has been submitted by anotherPerson , both theAuthorised Firm and that otherPerson ) of its determination promptly once the determination has been made.(3) In reaching its determination, theRegulatory Authority may consult with such parties, including competent authorities outside theQFC , as it considers appropriate.(4) TheRegulatory Authority may only grant unconditional approval if it is satisfied that:(A) thePerson acquiring or increasing the control is a fit and properPerson to have the control in question; and(B) the conditions in Article 29(5)(A) and (B) (Close Links ) have been met; and(C) granting such approval would be consistent with theRegulatory Objectives .(5) TheRegulatory Authority may, on its own initiative:(A) cancel or vary a condition imposed under this Article;(B) withdraw an approval, or impose conditions on it, where it has reason to believe that the criteria set out in Article 38(4) are no longer satisfied.(6) The rights of theRegulatory Authority set out in Article 38(1) shall apply notwithstanding the fact that aController Notice has not been submitted (in contravention of the requirements set out in Article 36), or has not been submitted in accordance with the requirements of Article 36.(7) Any determination or decision made by theRegulatory Authority pursuant to Article 38(1) or (5) or Article 39(1)(A) may be referred to theAppeals Body by theAuthorised Firm to which the proposed or actual acquisition of or change in control relates.Article 39 - Improperly acquired shares
(1) If aPerson has acquired, or has continued to hold, any shares in contravention of a determination or decision of theRegulatory Authority pursuant to Article 38(1) or (5) theRegulatory Authority may:(A) withdraw theAuthorisation of theAuthorised Firm pursuant to Article 31(2)(C) (unless thatPerson has ceased to hold any shares or have control); or(B) apply to theTribunal for an order:(i) restricting the transfer of any shares to which the obligations in Article 36 relate;(ii) restricting the voting rights exercisable in respect of such shares;(iii) restricting the issuing and transfer of further shares which may have been agreed to be issued or transferred;(iv) requiring that, except in a liquidation, no payment be made of any sums of whatever nature due in respect of such shares; or(v) requiring the sale of any such shares (in which event the sale proceeds less the costs of sale and any costs incurred by theRegulatory Authority in respect of obtaining such order shall be paid into theTribunal for the benefit of thePersons beneficially interested in them),and such other order ancillary to or necessary for the implementation of the above as theTribunal shall think fit.Article 40 - Annual reporting of Persons having control over an Authorised Firm
(1) AnAuthorised Firm must submit to theRegulatory Authority an annual report on thePersons having control over it within four months of its financial year end.(2) TheAuthorised Firm's annual report on thePersons having control over it must include:(A) the name of eachPerson having control; and(B) the level and type of control.
Part 7: Part 7: Individuals and Controlled Functions
Article 41 - Approval of Persons performing Controlled Functions
(1) AnAuthorised Firm must ensure that no individual acting for:(A) theAuthorised Firm ; or(B) a contractor of theAuthorised Firm performs aControlled Function for thatAuthorised Firm unless the individual is approved by theRegulatory Authority as anApproved Individual .(2)Controlled Function means a function which involves:(A) the exercise of significant influence over the conduct of the firm's affairs in relation toRegulated Activities ;(B) dealing directly with clients or customers in relation toRegulated Activities ; or(C) dealing with the property of clients or customersand is specified as aControlled Function inRules issued by theRegulatory Authority from time to time.(3) TheRegulatory Authority shall makeRules detailing:(A) the procedure forApplication to the Authority for registration as anApproved Individual including requirements as to the form and content of theApplication , any fees payable by anAuthorised Firm in respect of itsApproved Individuals and the procedures for modification or withdrawal of anApproved Individual's registration;(B) principles or other requirements to whichApproved Individuals are required to adhere in the performance ofControlled Functions ;(C) requirements forApproved Individuals to report to theRegulatory Authority ; and(D) the circumstances in which registration of anApproved Individual may be withdrawn at the instance of theRegulatory Authority .Article 42 - Form and content of Application
(1) AnApplication for approval under Article 41 shall be in such form and contain such information as may be prescribed by theRegulatory Authority
QFC Legislation