• Qatar Financial Centre Legislation

    • QFC Law No. (7) of Year 2005

      Click here to view the PDF version of Law as amended.
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      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 9
        QFC 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 7
        Regulatory Authority: The Regulatory Authority of the QFC established pursuant to Article 8
        Permitted 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 or Regulations, not to be conducted except pursuant to an approval, authorisation or licence from the Regulatory Authority, including (subject as may be provided in Regulations) the Permitted Activities listed in Part 1 of Schedule 3
        The 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 authorize The Minister to do that.
        3. Any entity established and operating in the State outside the location set pursuant to paragraph 2, will, when so designated by the Minister, be deemed to be established and operating within the QFC, provided that it is appropriately approved, authorised or licensed to do so and has provided an undertaking to the QFC Authority to move its operations into the QFC 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 of the 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 the QFC 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. The QFC 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 from the State (save as expressly provided by this Law). The QFC 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) and the State shall have no liability for its acts or omissions.
        2. The headquarters of the QFC Authority shall be in the QFC.
        3. The QFC Authority shall be managed by the Board.
        4. The QFC Authority shall conduct its affairs in accordance with this Law and, subject to this, shall have power, by decision of the 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 the QFC 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 the Regulatory Authority and the Appeals Body as may be appropriate, in the establishment and maintenance of an appropriate legal and regulatory regime to govern the QFC and activities lawfully conducted within it or conducted outside it by persons, companies or entities established within it;
        3. to ensure the QFC, including without limitation the QFC 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 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 the QFC'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 the QFC and to delegate powers to the Director General in this regard as it thinks appropriate;
        4. to submit Regulations to the Minister in accordance with Article 9;
        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 the QFC (whether by establishing a branch or other business in the QFC 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 any Regulated Activities unless they have received an appropriate approval, authorisation or licence from the Regulatory Authority;
        6. to streamline business procedures between the various entities that operate within the QFC and any other bodies outside the QFC;
        7. to charge and collect fees for services provided by the QFC Authority or any QFC Institutions;
        8. to provide advice to the State on any appropriate double tax treaties;
        9. to undertake any other tasks or duties relating to the QFC that may be entrusted to it by the Council of Ministers;
        10. to enter into arrangements with such providers as the QFC 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 the QFC or of activities carried on within the QFC, 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 the QFC;
        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 the QFC 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 the QFC Authority.
        13. to appoint employees, consultants and any other service providers as the QFC Authority deems necessary or desirable; and
        14. 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 the QFC 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 the QFC and such other duties and functions as the QFC Authority shall think fit. Subject to the provisions of this Law the Regulations shall define the management, objectives, duties, functions, powers and constitution of the 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 the QFC, pursuant to Regulations. 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 The Regulatory Authority is hereby established for the purposes of regulating, licensing and supervising banking, financial and insurance-related businesses carried on in or from The QFC and, without prejudice to any provisions of this Law or Regulations of general application to persons establishing or carrying on any business in The QFC, The Regulatory Authority shall be the sole body with jurisdiction to regulate, license and supervise such activities. The Regulatory Authority is a body corporate owned by the 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 The Regulatory Authority (including, without limitation, the exact activities which shall fall to be regulated, licensed and supervised by The Regulatory Authority) and such Regulations 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 of The Regulatory Tribunal shall be in The QFC, and it may, whenever necessary, conduct its proceedings in any other place in The State.
        c. The Regulatory Tribunal shall have the jurisdiction to hear Appeals raised by individuals and corporate bodies against decisions of The QFC Authority, The Regulatory Authority, and other QFC 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 of The Civil and Commercial Court shall be in The QFC, and it may, whenever necessary, conduct its proceedings in any other place in The 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 the QFC between the entities established therein.

        c/2- Civil and commercial disputes arising between The QFC authorities or institutions and the entities established therein.

        c/3- Civil and commercial disputes arising between entities established in The QFC 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 The QFC and residents of The State, or entities established in the State but outside The QFC, unless the parties agree otherwise.
        d. The Appellate Circuit of The Civil and Commercial Court shall have the jurisdiction to hear appeals against decisions of The First Instance Circuit, as well as appeals against decisions of The 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. The Regulatory Authority, The Regulatory Tribunal and The Civil and Commercial Court shall in fulfilling their respective objectives in accordance with this Law each have financial and administrative autonomy from The State, The QFC Authority, The QFC Institutions, and from each other, subject to the power of the Council of Ministers to appoint and remove board members of The Regulatory Authority, members of The Regulatory Tribunal, and members of The 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) and the State shall have no liability for their acts or omissions.
        5. Each of The Regulatory Authority, The Regulatory Tribunal and The Civil and Commercial Court shall have an independent budget and the laws of the State regarding the general budget of the State and its ministries shall not apply thereto.
        6. Subject to The Regulatory Authority, The Regulatory Tribunal and The Civil and Commercial Court having complied with their obligations under this Law and Regulations to prepare and submit their respective annual budgets, the State shall provide adequate funding directly to The Regulatory Authority, The Regulatory Tribunal and The Civil and Commercial Court independent from the budget of the QFC Authority. The Council of Ministers may direct The QFC Authority to provide funding out of its budget to The Regulatory Authority, The Regulatory Tribunal and The 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 draft Regulations related to the Regulatory Authority, The Regulatory Tribunal and The 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 The QFC Authority, The Regulatory Authority, The Regulatory Tribunal and The Civil and Commercial Court shall have the power to prepare and submit to The Minister its Regulations (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 such Regulations. The Minister shall have power to enact such Regulations (save that the enactment of any Regulations 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 existing Regulations.
        2. The Regulations may govern, without limitation, the matters set out in schedule (2) and may be written in such language as the 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 the QFC. No other activities may be conducted within the QFC. Subject to paragraph 2 below, the Regulations shall determine which of such activities may or may not be conducted in or from the QFC 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 the QFC to the extent that the conduct of such activities is approved, authorised or licensed as required by this Law or Regulations including, without limitation, Article 11(2).
        3. The Council of Ministers may designate any activities as prohibited from being carried on in or from the QFC on the grounds that it is contrary to the interests of the State or to public policy.

      • Article 11 – Licensing of operations

        1. Notwithstanding any provision to the contrary in any other law or regulations of the State but subject to paragraph 2 of this Article, the QFC Authority shall have the exclusive power to approve, authorise or license corporations, individuals, businesses and other entities to incorporate or establish in the QFC or to carry on Permitted Activities in or from the QFC 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, no Regulated Activities shall be conducted in or from the QFC save pursuant to an appropriate approval, authorisation or licence from the Regulatory 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 the QFC and the conduct of such businesses in or from the QFC shall be governed exclusively by the provisions of and be regulated as provided by and pursuant to this Law and Regulations.
        4. To the extent that any person, company or entity is licensed in accordance with this Law and regulations made pursuant thereto to carry on any business in or from the QFC, such person, company or entity shall require no further licence, consent, permit, membership or registration in the State in order to carry on such business in or from the QFC 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 and regulations 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 of the 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; and
        4.5. 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 of Regulations made under this Law or to the extent they are otherwise excluded by, conflict with or are inconsistent with such Regulations.

      • 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 the Regulations and any international treaty obligations entered into by the State in respect of the terms of employment of employees in the State; and
        4. not be subject to any taxes except those set by or determined in accordance with the Regulations.
        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. The QFC Authority shall have an independent budget and the laws of the State regarding the general budget of the government of the State and its ministries shall not apply to it. In respect of the first financial year of the QFC Authority, the budget shall be set by the Minister and, in all subsequent financial years, the budget of the QFC Authority shall be approved by the Board and submitted to the Minister for approval. The QFC Authority shall be responsible for providing adequate funding out of its budget to enable the QFC Institutions to carry out their respective functions and duties and to achieve their respective objectives under this Law and under Regulations.
        2. In addition to funding granted by the State to the QFC Authority, the QFC Authority shall be permitted to raise revenue to fund and finance its activities and those of any QFC Institutions, and where directed pursuant to Article 8, those of the Regulatory 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 the QFC and the QFC Institutions; and
        2.2. licence, registration and incorporation fees charged by the QFC Authority or QFC Institutions pursuant to this Law or Regulations; and
        2.3. rent for premises within the QFC; and
        2.4. such other sources of revenue as may be provided for in this Law or in Regulations.

        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, the QFC Authority may borrow money (including money in a currency other than the currency of the State) for the purpose of achieving its objectives. Any monies borrowed by the QFC Authority under this paragraph and any interest accruing thereon may be secured on the revenue, funds or property of the QFC Authority and of the QFC 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 the QFC Authority in such investments as shall be authorised by the Board.

      • Article 14 – Treatment of Surpluses

        Any Income surpluses (whether budgeted for or not) realized by the QFC Authority, the Regulatory Authority, The Regulatory Tribunal and The Civil and Commercial Court may be retained by it, or returned to the State, as the QFC Authority, the Regulatory Authority, The Regulatory Tribunal and The 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, The Regulatory Authority, The Regulatory Tribunal and The 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 of the Regulatory Tribunal and The 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 the QFC Authority, the Regulatory Authority and The Regulatory Tribunal and The Civil and Commercial Court shall be exempted from the control of the State Audit Bureau.
        2. The financial year of each of the QFC Authority, The Regulatory Authority, The Regulatory Tribunal and The 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 of the QFC Authority, the Regulatory Authority, The Regulatory Tribunal and The 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 of the QFC Authority, the Regulatory Authority, The Regulatory Tribunal and The 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 in the 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 of the QFC Authority, the Regulatory Authority, The Regulatory Tribunal and The 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), The QFC Authority; The Regulatory Authority; The Regulatory Tribunal; The Civil and Commercial Court; all QFC institutions; all the members of the Board of Directors of The QFC Authority including the Chairman and Director General; all the members of The Board of Directors of the Regulatory Authority; the chairman and judges of the Regulatory Tribunal; the chairman and the judges of The Civil and Commercial Court; QFC position holders; the employees of the QFC Authority, The Regulatory Authority, The Regulatory Tribunal, the Civil and Commercial Court, and any QFC 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 or regulations, or provisions thereof.
        2. This Article does not relieve the QFC Authority or any member of the Board or officer of the QFC Authority from civil liability in relation to any commercial activities undertaken by the QFC Authority.
        3. The QFC Authority, The Regulatory Authority, The Regulatory Tribunal, The Civil and Commercial Court, or any QFC 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 of the State (other than this Law and the Regulations) in relation to taxation and duties of any kind shall not apply in the QFC.
        2. Entities established in the QFC (and whether incorporated therein or not) and their directors, officers and employees in the QFC 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, the Regulations may provide for the imposition, administration and collection of all kinds of taxes and duties within the QFC including without limitation taxes in relation to entities, individuals and corporate bodies as well as businesses operating in the QFC and the wages, salaries and benefits of employees working in the QFC, 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 the QFC 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 of the State shall apply in The QFC. However the conduct of any business in the QFC in accordance with an approval, authorization or license issued under this Law and in compliance with the Regulations shall not constitute an offence or be a breach of any criminal or other law applicable in the State.
        2. Without prejudice to clause (1) of this, (as opposed to the criminal matters) The QFC Authorities and Institutions shall exercise their activities in accordance with The QFC Laws and Regulations.
        3. The QFC Laws and Regulations shall apply to The Contracts, Transactions and arrangements conducted by The entities established in, or operating from The QFC, with parties or Entities located in The QFC or in the State but outside the QFC, unless the parties agree otherwise.
        4. Notwithstanding any provision to the contrary in any other law or regulations of the State, the QFC 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, the QFC and such visas, permits and other documents shall be fully valid and implemented and accepted by all State authorities.
        5. Notwithstanding any provision to the contrary in any other law or regulations of the State, the laws governing the rules, terms and conditions applicable to employees of the Civil Service of the State shall not apply to The QFC Authority, The Regulatory Authority, The Regulatory Tribunal, The Civil and Commercial Court, The QFC Institutions, and any of their respective employees. The QFC Authority, The Regulatory Authority, the Regulatory Tribunal, The Civil and Commercial Court, and the QFC Institutions shall each have the power to set their own internal regulations concerning the rules, terms and conditions applicable to their employees.
        6. The QFC Authority, The Regulatory Authority, The Regulatory Tribunal, The Civil and Commercial Court, and any QFC 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. The QFC Institutions shall each have financial and administrative autonomy from the 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) and the State shall have no liability for their acts or omissions.
        2. All Board members of The QFC Authority and The Regulatory Authority, all members of The Regulatory Tribunal, The Civil and Commercial Court and The management of The QFC Companies Registration Office and all employees of, and persons acting under the direction of, the QFC Authority, the Regulatory Authority, The Regulatory Tribunal, The Civil and Commercial Court or The 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 of the Chairman and a maximum of nine other members appointed by the Council of Ministers, including the Director General. Such Board 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 than the Chairman, to be a member of the 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 of the Board, save that the Board may determine the terms and conditions upon which any member of the Board (including the Director General) is employed by the QFC Authority to carry out duties and functions in addition to his duties and functions as a member of the Board.
        4. Any Board member may appoint any other Board member to represent him at any meeting of the Board and to vote for him thereat.
        5. The powers and duties of the Board shall include, but shall not be limited to:
        5.1. to lay down general policies and plans for the QFC;
        5.2. to propose Regulations in accordance with Article 9(1);
        5.3. to promote, operate and run the QFC 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 The QFC Authority for the purposes of funding the QFC activities, and the QFC Institutions and The Regulatory Authority, The Regulatory Tribunal and The Civil and Commercial Court to the extent directed by the Council of Ministers under Article 8(6) and to submit the same to the Minister for approval and to spend the funds received by the QFC Authority in such manner as it decides in the performance of the functions of the QFC Authority (including providing requisite funding to the QFC Institutions and The Regulatory Authority and the 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 the QFC Authority as provided by or contemplated by this Law;
        5.6. to lay down its own internal procedures; and
        5.7. to carry out any other business, assignments, functions or duties relating to the QFC that may be entrusted to it by the Council of Ministers.
        6. The Board may delegate any of its powers to any committee of the Board consisting of two or more Board 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 of the 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. Each Board 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 of the Board shall be five Board members.
        10. The Board shall take decisions at any meetings by majority vote, with each Board member having one vote. A 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 interests of the QFC 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 all the Board members entitled to receive notice of a meeting of the Board or of a committee of the Board shall be as valid and effective as if it had been passed at a meeting of the Board.
        12. A meeting of the 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 of the Board except the Chairman may at any time resign his office by giving not less than thirty days' written notice to the QFC Authority addressed to the Chairman.
        14. The Council of Ministers may remove any Board member except the Chairman from his office and may also remove the Director General from his position as Director 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; or
        14.4 the removal appears to the Council of Ministers to be necessary or desirable or appropriate for the effective performance by the QFC Authority of any of its functions.
        15. The Director General of the QFC shall be appointed by the Chairman from amongst the members of the Board and he shall be responsible to the Board for the day to day administration and operations of the QFC Authority to the extent authorised and empowered by the Board from time to time. The Director General shall accordingly exercise such powers and have such authority as the Board shall from time to time delegate to him.

        The Director General shall make such reports to the Board regarding his activities and the operations of and activities within the QFC as the Board shall require, and without prejudice to the foregoing shall in any event provide a written report to the 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 the QFC (including in relation to insolvency and winding up).
        2. The creation of the QFC 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 the QFC including the persons and entities carrying out the same;
        5. Contract and agency and regulations relating to trusts applicable in the QFC, the jurisdiction of courts and arbitrators in and outside the State in connection with activities carried out in the QFC 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 the QFC;
        8. The prohibition of money laundering and other financial improprieties;
        9. Privacy and the protection of private information; and
        10. 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 the QFC:—

        • 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 Agents
          11. 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; and
          15. 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 a Permitted Activity, so that a company or business that wishes to provide services to companies carrying out Permitted Activities within QFC may only do so in accordance with, and provided it complies with, the general requirements of the laws of the State.

      • SCHEDULE 4 – The Regulatory Authority

        1. The Regulatory 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. The Regulatory Authority shall, subject to the following provisions, be managed by the RA Board.
        2. No member of the RA Board may be a member of the Board or of the Appeals Body or be employed by the QFC 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 the Regulatory 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 the Regulatory 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; or
        13.3 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 the Regulatory 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 the Regulatory 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 the Regulatory 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 with the Minister prior to entering into major commitments on behalf of the Regulatory 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 the Regulatory Authority;
        16.2 preparing Regulations in accordance with Article 9(1);
        16.3 ensuring the Regulatory 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 the QFC 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 the Regulatory 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 the Regulatory Authority and to submit the same to the 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 the Regulatory Authority at such frequency and in such manner as the Council may determine (all such reports to be copied to the 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 the Regulatory Authority as provided by or contemplated by this Law.
        17. The objectives of the Regulatory Authority shall include (without limitation):
        17.1 the promotion and maintenance of efficiency, transparency and the integrity of the QFC;
        17.2 the promotion and maintenance of confidence in the QFC of users and prospective users of the QFC;
        17.3 the maintenance of the financial stability of the QFC, including the reduction of systemic risk relating to the QFC;
        17.4 the prevention, detection and restraint of conduct, which causes or may cause damage to the reputation of the QFC, through appropriate means including the imposition of fines;
        17.5 the provision of appropriate protection to those licensed to carry on business at the QFC and their clients or customers;
        17.6 the promotion of understanding of the objectives of the QFC amongst users and prospective users of the QFC and other interested persons; and
        17.7 such other objectives as may be set by the Regulations.
        18. The Regulatory 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 the Regulations.
        19. The head office of the Regulatory Authority shall be situated in the QFC.
        20. The Regulatory 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 of The 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 of The Regulatory Tribunal shall not be a member of The Board, The board of directors of The Regulatory Authority, The board of a QFC institution, or an employee of any of these bodies and if the chairman or any member of The Regulatory Tribunal become such a member or so employed shall automatically thereupon cease to be a chairman or a member of The 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 of The Minister, shall determine the terms and conditions of their appointment.
        5. The chairman and members of The Regulatory Tribunal shall enjoy the due independence and impartiality in performing their duties and neither The State, The Council of Ministers, The Chairman, The QFC Authority, The Regulatory Authority nor any other person or body may intervene in the course of their decisions.
        6. The chairman and any member of The 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 the Regulatory Tribunal shall not have economic or financial interest of any kind with parties to a dispute.
        8. Appeals against decisions made by any of The QFC authorities or institutions may be filled before The 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. The QFC 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 before The Regulatory Tribunal does not withhold the enforceability of the challenged decision, unless The 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 The QFC Law, the amendments thereof and the regulations issued by virtue of that law to the appeals against decisions of The QFC Authority, The Regulatory Authority or any QFC 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 before The Regulatory Tribunal, where the QFC Law, The rulebook and proceedings put in force by The Regulatory Tribunal by virtue of the previous clause, are silent on the concerned matter.
        15. The Decision of The Regulatory Tribunal is enforceable unless the Appellate Circuit of The Civil and Commercial Court decides otherwise, on a motion from the appellant party, for reasons the Appellate Circuit considers reasonable.
        16. The chairman of the Regulatory Tribunal shall appoint one of the judges of the tribunal as an enforcement judge, to issue execution orders within the boundaries of The QFC.
        17. The chairman of The 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 of The 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 of The Civil and Commercial Court shall not be a member of The Board, The board of directors of The Regulatory Authority, The board of a QFC institution, or an employee of any of these bodies and if the chairman or any member of The Civil and Commercial Court become such a member or so employed shall automatically thereupon cease to be a chairman or a member of The 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 of The Minister, shall determine the terms and conditions of their appointment and remuneration.
        5. The chairman and members of The Civil and Commercial Court shall enjoy the due independence and impartiality in performing their duties and neither The State, The Council of Ministers, The Chairman, The QFC Authority, The Regulatory Authority nor any other person of body may intervene in the course of their decisions.
        6. The chairman and any member of The 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 the QFC Law, The Civil and Commercial Court, with its First and Appellate Circuits, shall apply The QFC Law and regulations 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 of The State.
        9. Without prejudice to the previous clause, the Appellate Circuit of The Civil and Commercial Court shall apply the provisions of The QFC Law and regulations issued by virtue of that Law to appeals filed by individuals and corporate bodies against decisions of The 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 of The Civil and Commercial Court shall consist of the chairman of the Court and two members. Appeals against decisions made by The Regulatory Tribunal and the First Instance Circuit of The 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 before The Civil and Commercial Court, where The QFC 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 of The 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 The QFC.
        18. The chairman of The 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

        QFC Reg No 1 – Arbitration Regulations 2005
        Enactment Notice
        Part 1:
        Application, Interpretation and Commencement
        Article 1 - Citation
        Article 2 - Application
        Article 3 - Commencement
        Article 4 - Language
        Article 5 - Interpretation
        Part 2:
        Scope of Application
        Article 6 - Scope of application of the Regulations
        Part 3:
        Arbitration
        Section 1: General Provisions
        Article 7 - Rules of Interpretation
        Article 8 - Receipt of written communications
        Article 9 - Waiver of right to object
        Section 2: Arbitration Agreement
        Article 10 - Definition and form of Arbitration Agreement
        Article 11 - Arbitration Agreement and substantive claim before Court
        Article 12 - Arbitration Agreement and interim measures by Court
        Section 3: Composition of Arbitral Panel
        Article 13 - Number of arbitrators
        Article 14 - Appointment of arbitrators
        Article 15 - Grounds for challenge
        Article 16 - Challenge procedure
        Article 17 - Failure or impossibility to act
        Article 18 - Appointment of substitute arbitrator
        Article 19 - Immunity of arbitrator
        Section 4: Consolidation of Arbitration Proceedings
        Article 20 - Consolidation or joinder of Arbitration proceedings
        Section 5: Jurisdiction of Arbitral Panel
        Article 21 - Competence of Arbitral Panel to rule on its jurisdiction
        Article 22 - Power of Arbitral Panel to order interim measures
        Article 23 - Recognition and enforcement of interim measures of protection
        Section 6: Conduct of Arbitral Proceedings
        Article 24 - Equal treatment of parties
        Article 25 - Determination of rules of procedure
        Article 26 - Seat of Arbitration
        Article 27 - Commencement of arbitral proceedings
        Article 28 - Language
        Article 29 - Statements of claim and defence
        Article 30 - Hearings and written proceedings
        Article 31 - Default of a party
        Article 32 - Expert appointed by Arbitral Panel
        Article 33 - Default of a party
        Section 7: Making of Award and Termination of Proceedings
        Article 34 - Rules applicable to substance of dispute
        Article 35 - Decision making by panel of arbitrators
        Article 36 - Settlement
        Article 37 - Form and contents of Award
        Article 38 - Costs of proceedings and interest
        Article 39 - Termination of proceedings
        Article 40 - Correction and interpretation of Award; additional Award
        Section 8: Recourse Against Award
        Article 41 - Application for setting aside as exclusive recourse against Award
        Part 4:
        The Recognition and Enforcement of Non-QFC Awards
        Article 42 - Recognition and enforcement of Non-QFC Awards
        Article 43 - Grounds for refusing recognition or enforcement
        Part 5:
        Interpretation and Definitions
        Article 44 - Interpretation
        Article 45 - Definitions

        • 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 Qatar

          Issued 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 the Minister pursuant to Article 9 of the QFC Law and shall apply in the QFC. To the fullest extent permitted by the QFC Law, the laws, rules and regulations of the State concerning Arbitration shall not apply in the QFC.

          • Article 3 - Commencement

            These Regulations shall come into force on the date of signature by the Minister.

          • 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 these Regulations and any other version, the English text shall prevail.

          • Article 5 - Interpretation

            Words and expressions used in these Regulations and interpretative provisions applying to these Regulations are set out in Part 5.

        • Part 2: Part 2: Scope of Application

          • Article 6 - Scope of application of the Regulations

            (1) Parts 1 to 4 of these Regulations apply where the QFC is the Seat of an Arbitration.
            (2) Articles 11, 12, 23 and Part 4 of these Regulations also apply where the Seat is one other than that of the QFC or where no Seat has been designated or determined.

        • Part 3: Part 3: Arbitration

          • Section 1: Section 1: General Provisions

            • Article 7 - Rules of interpretation

              (1) Where a provision of these Regulations, 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 these Regulations 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.
              (3) Where a provision of these Regulations, other than in Articles 31(1) and 39(2)(A), refers to a claim, it also applies to a counterclaim, and where it refers to a defence, it also applies to a defence to such counterclaim.

            • 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 in Court 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 the Arbitration Agreement has not been complied with and yet proceeds with the Arbitration 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) An Arbitration Agreement is an agreement by the parties to submit to Arbitration all or certain disputes which have arisen or which may arise between them in respect of a defined legal relationship, whether contractual or not. An Arbitration 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 the QFC which requires parties to arbitrate disputes shall be considered a binding Arbitration Agreement under these Regulations.
              (3) An Arbitration Agreement is taken to be in writing if the arbitration clause or arbitration terms and conditions or any arbitration rules referred to by the Arbitration Agreement are in writing, even if the contract or the separate Arbitration Agreement may have been concluded orally, by conduct or by other means not in writing.
              (4) Furthermore, an Arbitration Agreement is in writing if it is contained in an exchange of documents in, or preparatory to, Court or Arbitration 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 an Arbitration 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 the Arbitration 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 the QFC Tribunal in a matter which is the subject of an Arbitration Agreement, the QFC Tribunal shall, if a party so requests not later than when submitting his first statement on the substance of the dispute, refer the parties to Arbitration unless it finds that the Arbitration 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 the QFC Tribunal.

            • Article 12 - Arbitration Agreement and interim measures by Court

              (1) It is not incompatible with an Arbitration Agreement for a party to request, before or during arbitral proceedings, from a Court an interim measure of protection and for a Court to grant such measure.
              (2) The QFC Tribunal shall have the same power of issuing interim measures and protection for the purposes of and in relation to Arbitration proceedings as it has for the purposes of and in relation to other proceedings in the QFC Tribunal and shall exercise that power in accordance with its own rules and procedures insofar as these are relevant to the specific features of an Arbitration.

          • 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 an Administered 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 an Arbitration 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 the QFC Tribunal;
              (B) in an Arbitration 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 the QFC 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 procedure
              any party may request the QFC 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 the QFC Tribunal shall not be subject to appeal. The Court, 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 the Arbitration 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 the Arbitral 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 the Arbitral Panel. Unless the challenged arbitrator withdraws from his office or the other party agrees to the challenge, the Arbitral 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, the QFC Tribunal to decide on the challenge, which decision shall be subject to no appeal; while such a request is pending, the Arbitral Panel, including the challenged arbitrator, may continue the arbitral proceedings and make an Award.

            • 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 the QFC 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 more Arbitration proceedings, may order:

              (1) the Arbitration proceedings to be consolidated, on terms it considers just;
              (2) the Arbitration proceedings to be heard at the same time, or one immediately after another; or
              (3) any of the Arbitration 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) The Arbitral Panel may rule on its own jurisdiction, including any objections with respect to the existence or validity of the Arbitration 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 the Arbitral 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 the Arbitral 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 the Arbitration. 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 the Arbitral 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. The Arbitral Panel may, in either case, admit a later plea if it considers the delay justified.
              (3) The Arbitral Panel may rule on a plea referred to in paragraph 21(2) of this Article either as a preliminary question or in an Award on the merits. If the Arbitral Panel rules as a preliminary question that it has jurisdiction, any party may request, within thirty days after having received notice of that ruling, the QFC Tribunal to decide the matter, which decision shall be subject to no appeal; while such a request is pending, the Arbitral Panel may continue the arbitral proceedings and make an Award.

            • Article 22 - Power of Arbitral Panel to order interim measures

              (1) Unless otherwise agreed by the parties, the Arbitral 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 an Award or in another form by which, at any time prior to the issuance of the award by which the dispute is finally decided, the Arbitral 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 the Arbitral 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 the Arbitral Panel in making any subsequent determination.
              (4) The Arbitral 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 the Arbitral Panel granted, the interim measure of protection.
              (6) The Arbitral 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 the Arbitral Panel later determines that, in the circumstances, the interim measure should not have been granted. The Arbitral 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 an Arbitral Panel shall be recognised as binding and, unless otherwise provided by the Arbitral Panel, enforced upon application to the QFC Tribunal, irrespective of the country in which it was issued, subject to the provisions of this Article.
              (2) The QFC Tribunal may refuse to enforce an interim measure of protection, only:
              (A) at the request of the party against whom it is invoked, if the QFC 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 the Arbitral Panel has not been complied with; or
              (iii) the interim measure has been terminated or suspended by the Arbitral Panel or, where so empowered, by the Court of the state in which the Arbitration takes place or under the law of which that interim measure was granted; or
              (B) if the QFC Tribunal finds that:
              (i) the interim measure is incompatible with the powers conferred upon the QFC Tribunal, unless the QFC 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 the QFC 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. The QFC 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 the QFC Tribunal of any termination, suspension or modification of that interim measure.
              (5) The QFC Tribunal where recognition or enforcement is sought may if it considers it proper require the requesting party to provide appropriate security, if the Arbitral 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 these Regulations, the parties are free to agree on the procedure to be followed by the Arbitral Panel in conducting the proceedings.
              (2) Failing such agreement, the Arbitral Panel may, subject to the provisions of these Regulations, conduct the Arbitration in such manner as it considers appropriate. The power conferred upon the Arbitral 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 the Seat of Arbitration. Failing such agreement, the Seat shall be determined by the Arbitral Panel or, in the case of an Administered 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, the Arbitral 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, the Arbitral 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 the Arbitral Panel.
              (2) The Arbitral 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 the Arbitral Panel.

            • Article 29 - Statements of claim and defence

              (1) Within the period of time agreed by the parties or determined by the Arbitral 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 the Arbitral 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, the Arbitral 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, the Arbitral 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 the Arbitral 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 the Arbitral Panel by one party shall be communicated to the other party. Also any expert report or evidentiary document on which the Arbitral 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), the Arbitral Panel may terminate the proceedings;
              (2) the respondent fails to communicate his statement of defence in accordance with Article 29(1), the Arbitral 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, the Arbitral Panel may continue the proceedings and make the Award on the evidence before it.

            • Article 32 - Expert appointed by Arbitral Panel

              (1) Unless otherwise agreed by the parties, the Arbitral Panel:
              (A) may appoint one or more experts to report to it on specific issues to be determined by the Arbitral 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 the Arbitral 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 the Arbitral Panel may request from the QFC Tribunal assistance in taking evidence. The QFC 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) The Arbitral 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, the Arbitral Panel shall apply the law determined by the conflict of laws rules which it considers applicable.
              (3) The Arbitral Panel shall decide according to equity and good conscience only if the parties have expressly authorised it to do so, whether before or after the Arbitration has commenced.
              (4) In all cases, the Arbitral 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 the Arbitral Panel.

            • Article 36 - Settlement

              (1) If, during arbitral proceedings, the parties settle the dispute, the Arbitral Panel shall terminate the proceedings and, if requested by the parties and not objected to by the Arbitral Panel, record the settlement in the form of an Award on agreed terms.
              (2) An Award on agreed terms shall be made in accordance with the provisions of Article 37 and shall state that it is an Award. Such an Award has the same status and effect as any other Award on the merits of the case.

            • Article 37 - Form and contents of Award

              (1) The Award 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 the Arbitral Panel shall suffice, provided that the reason for any omitted signature is stated.
              (2) The Award shall state the reasons upon which it is based, unless the parties have agreed that no reasons are to be given or the Award is an Award on agreed terms under Article 36.
              (3) The Award shall state its date and the Seat of Arbitration as determined in accordance with Article 26(1). The Award shall be deemed to have been made at the Seat.
              (4) After the Award 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, an Arbitral Panel may in making an Award:

              (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 final Award or by an order of the Arbitral Panel in accordance with paragraph 39(2) of this Article.
              (2) The Arbitral 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 the Arbitral 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) the Arbitral Panel finds that the continuation of the proceedings has for any other reason become unnecessary or impossible.
              (3) The mandate of the Arbitral Panel terminates with the termination of the arbitral proceedings, subject to the provisions of Articles 40 and 41(4).

            • Article 40 - Correction and interpretation of Award; additional Award

              (1) Within 30 days of receipt of the Award, unless another period of time has been agreed upon by the parties:
              (A) a party, with notice to the other party, may request the Arbitral Panel to correct in the Award 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 the Arbitral Panel to give an interpretation of a specific point or part of the Award.
              If the Arbitral 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 the Award.
              (2) The Arbitral 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 the Award.
              (3) Unless otherwise agreed by the parties or in respect of an agreed Award made under Article 36, a party, with notice to the other party, may request, within 30 days of receipt of the Award, the Arbitral Panel to make an additional Award as to claims presented in the arbitral proceedings but omitted from the Award. If the Arbitral Panel considers the request to be justified, it shall make the additional Award within 60 days.
              (4) The Arbitral Panel may extend, if necessary, the period of time within which it shall make a correction, interpretation or an additional Award under paragraph 40(1) or 40(3) of this Article.
              (5) The provisions of Article 37 shall apply to a correction or interpretation of the Award or to an additional Award.

          • Section 8: Section 8: Recourse Against Award

            • Article 41 - Application for setting aside as exclusive recourse against Award

              (1) Recourse to the QFC Tribunal against an Award 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 the QFC Tribunal.
              (2) An Award may be set aside by the QFC Tribunal only if:
              (A) the party making the application furnishes proof that:
              (i) a party to the Arbitration 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 the QFC;
              (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) the Award deals with a dispute not contemplated by or not falling within the terms of the submission to Arbitration, or contains decisions on matters beyond the scope of the submission to Arbitration, provided that, if the decisions on matters submitted to Arbitration can be separated from those not so submitted, only that part of the Award which contains decisions on matters not submitted to Arbitration may be set aside; or
              (iv) the composition of the Arbitral 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 these Regulations from which the parties cannot derogate, or, failing such agreement, was not in accordance with these Regulations; or
              (B) if the QFC Tribunal finds that:
              (i) the subject-matter of the dispute is not capable of settlement by Arbitration under QFC Law; or
              (ii) the Award is not in the interest of the QFC.
              (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 the Award or, if a request had been made under Article 40, from the date on which that request had been disposed of by the Arbitral Panel. The time limit set out above shall not apply to an application to the QFC Tribunal to have an Award set aside on the grounds that the Award is in conflict with the public policy of the QFC.
              (4) The QFC Tribunal, when asked to set aside an Award, 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 the Arbitral Panel an opportunity to resume the arbitral proceedings or to take such other action as in the Arbitral 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) An Award, which for the purpose of this Part only shall include a Non-QFC Award, shall be recognised as binding and shall be enforced in the QFC in accordance with the provisions of this Part.
            (2) The QFC Tribunal has sole and exclusive jurisdiction to hear applications for the enforcement of an Award in the QFC.
            (3) The party relying on an Award or applying for its enforcement shall supply the duly authenticated original Award or a duly certified copy thereof, and the original Arbitration Agreement referred to in Article 10 or a duly certified copy thereof.
            (4) The QFC Tribunal may on the application of a party for the enforcement of an Award make:
            (A) an order to enforce the Award in the QFC; and
            (B) any other orders ancillary to the enforcement of the Award.

          • Article 43 - Grounds for refusing recognition or enforcement

            (1) The QFC Tribunal may refuse to recognise or enforce an Award only:
            (A) at the request of the party against whom it is invoked, if that party furnishes to the QFC Tribunal proof that:
            (i) a party to the Arbitration Agreement referred to in Article 10 of these Regulations 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 the Award was made;
            (ii) the party against whom the Award 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) the Award deals with a dispute not contemplated by or not falling within the terms of the submission to Arbitration, or it contains decisions on matters beyond the scope of the submission to Arbitration, provided that, if the decisions on matters submitted to Arbitration can be separated from those not so submitted, that part of the Award which contains decisions on matters submitted to Arbitration may be enforced;
            (iv) the composition of the Arbitral 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 the Arbitration took place;
            (v) the Award has not yet become binding on the parties or has been set aside or suspended by a Court of the country in which or under the law of which that Award was made; or
            (B) if the QFC Tribunal finds that:
            (i) the subject-matter of the dispute would not have been capable of settlement by Arbitration under the laws of the QFC; or
            (ii) the recognition or enforcement of the Award would be contrary to the public policy of the QFC.
            (2) If an application for the setting aside or suspension of a Non-QFC Award has been made to the Court of the Seat of the Non-QFC Award, the QFC Tribunal may, if it considers it proper, adjourn its decision and may also, on the application of the party seeking recognition or enforcement of the Non-QFC Award, order the other party to provide appropriate security.

        • Part 5: Part 5: Interpretation and Definitions

          • Article 44 - 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; 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 these Regulations shall not affect its interpretation.
            (3) A reference in these Regulations 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 these Regulations 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 these Regulations.
            (5) 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.
            (6) Each of the Schedules to these Regulations shall have effect as if set out in these Regulations and references to these Regulations in which that reference occurs.
            (7) 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 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 institution
            Arbitration 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 the Seat of the QFC either within or outside the jurisdiction of the QFC
            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 a Seat other than that of the QFC (including in the State) in relation to a dispute arising out of or in relation to the QFC
            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 the TDR Regulations
            Regulations Regulations enacted by the Minister in accordance with Article 9 of the QFC Law
            Seat 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 the Council of Ministers pursuant to the QFC Law relating to the Tribunal and the resolution of disputes

      • Companies Regulations 2005

        Click here to view earlier versions of QFC Reg 2 – Companies Regulations.

        QFC Reg No 2 — Companies Regulations
        Enactment Notice
        Part 1:
        Application, Commencement and Interpretation
        Article 1 - Citation
        Article 2 - Application
        Article 3 - Commencement
        Article 4 - Language
        Article 5 - Interpretation
        Article 5A - Power of QFC Authority and QFC Regulatory Authority to make rules
        Part 2:
        Companies Registration Office
        Article 6 - The CRO
        Article 7 - Role of the QFC Authority
        Article 8 - Role and functions of the CRO
        Article 9 - Powers of the CRO
        Article 10 - Other zones or centres
        Article 11 - Accounting and budget requirements of the CRO
        Article 12 - Confidentially
        Article 13 - The Registrar
        Part 3:
        Limited Liability Companies
        Section 1: Establishment and Corporate Capacity
        Article 14 - Limited Liability Companies
        Article 15 - Corporate Capacity
        Article 16 - Transaction entered into prior to corporate existence
        Section 2: Incorporation and Registration
        Article 17 - Incorporation of a Limited Liability Company
        Article 18 - Registration
        Section 3: Members and Share Capital
        Article 19 - Members
        Article 20 - Rectification of register of Members
        Article 21 - Allotment of Shares
        Article 22 - Return as to allotments
        Article 23 - Prohibition on allotment of Shares at a discount
        Article 24 - Transfer of Shares
        Article 25 - Issue of certificates
        Article 26 - Share premium account
        Article 27 - Rights attaching to Shares
        Article 28 - Alteration of share capital
        Article 29 - Class Rights
        Article 30 - Reduction of share capital
        Article 31 - Redemption or purchase of own shares
        Article 32 - Power of an LLC to purchse own Shares
        Article 33 - Prohibition of financial assistance
        Article 34 - Dividends and other distributions
        Article 35 - Consequences of an unlawful dividend or other distribution
        Section 4: Names and Change of Names
        Article 36 - Registration of name
        Article 37 - Change of name
        Article 38 - Effect of change of name
        Article 39 - Power to require change of name
        Article 40 - Improper use of "Limited Liability Company"
        Article 41 - Similarity of names
        Section 5: Registered Office
        Article 42 - Situation of registered office
        Article 43 - Change of registered office
        Section 6: Formalities of Carrying on Business
        Article 44 - Requirement to keep internal Company registers
        Article 45 - Name to appear outside place of Business
        Article 46 - Disclosures required of an LLC in the use of its name
        Section 7: Annual Return
        Article 47 - Duty to deliver annual returns
        Article 48 - Contents of annual return
        Section 8: Articles of Association
        Article 49 - Standard articles of association
        Article 50 - Alteration of articles of association
        Article 51 - Articles binding on LLC and Members
        Section 9: Directors and Secretary
        Article 52 - Appointment of directors
        Article 53 - Removal of directors
        Article 54 - Power of directors
        Article 55 - Duties of directors
        Article 56 - Directors' interests
        Article 57 - Prohibition of financial assistance to directors
        Article 58 - Payment to directors for loss of office
        Article 59 - Validity of acts of director
        Article 60 - Appointment of secretary
        Article 61 - Exemption, indemnification and liability of Officers
        Article 62 - Insurance of Officers
        Section 10: Meetings and Resolutions
        Article 63 - General meetings
        Article 64 - CRO's power to call meeting in default
        Article 65 - Requisition of general meetings
        Article 66 - Notice of meetings
        Article 67 - General provisions as to meetings and votes
        Article 68 - Proxies
        Article 69 - Right to demand a poll
        Article 70 - Representation of Entity at meetings
        Article 71 - Circulation of Member's resolution
        Article 72 - Conditions to be met before LLC are bound to give notice of resolution
        Article 73 - Resolutions in writing of Members
        Article 74 - Directors meetings and written resolutions
        Article 75 - Participation in meetings
        Article 76 - Minutes
        Article 77 - Filing of resolutions
        Article 78 - Recording of decisions by sole Member
        Section 11: Accounting and Audit Requirements
        Article 79 - Maintenance of Accounting Records
        Article 80 - Location of Accounting Records
        Article 81 - Financial year of an LLC
        Article 82 - LLC accounts
        Article 83 - Provision of copy of accounts to Members
        Article 84 - Publication of accounts
        Article 85 - Qualification of auditor
        Article 86 - Appointment and removal of auditor
        Article 87 - Remuneration of auditor
        Article 88 - Resignation of an auditor
        Article 89 - Auditor's report to LLC
        Article 90 - Powers and duties of auditor
        Article 91 - Auditor's right to information
        Article 92 - Obstruction of auditor
        Part 3A:
        Companies Limited by Guarantee
        Section 1: Establishment and Corporate Capacity
        Article 92A - Companies Limited by Guarantee
        Article 92B - Corporate capacity
        Article 92C - Transactions entered into prior to corporate existence
        Section 2: Incorporation and Registration
        Article 92D - Incorporation of an LLC(G)
        Article 92E - Registration
        Section 3: Members
        Article 92F - Members
        Article 92G - Rectification of register of Members
        Section 4: Names and Change of Names
        Article 92H - Registration of Name
        Article 92I - Change of Name and similarity of Names
        Article 92J - Improper use of "Limited Liability Company (Guarantee)", "Company Limited By Guarantee" or "LLC(G)"
        Section 5: Registered Office and Support Services Provider
        Article 92K - Situation of registered office
        Article 92L - Change of registered office
        Article 92M - Support Services Provider
        Section 6: Formalities of Carrying on Activities
        Article 92N - Requirement to keep internal Company registers
        Article 92O - Name to appear outside place of activities
        Article 92P - Disclosures required of an LLC(G) in the use of its Name
        Section 7: Annual Return
        Article 92Q - Duty to deliver annual returns
        Article 92R - Contents of annual return
        Section 8: Articles of Association
        Article 92S - Standard articles of association
        Article 92T - Alteration of articles of association
        Article 92U - Articles binding on LLC(G) and Members
        Section 9: Directors and Secretary
        Article 92V - Directors and Secretary of an LLC(G)
        Article 92W - Prohibition of financial assistance to directors
        Section 10: Meetings and Resolutions
        Article 92X - Notice of meetings
        Article 92Y - General provisions as to meetings and votes
        Article 92Z - Proxies
        Article 92AA - Representation of Entity at meetings
        Article 92BB - Resolutions in writing of Members
        Article 92CC - Directors meetings and written resolutions
        Article 92DD - Participation in meetings
        Article 92EE - Minutes
        Article 92FF - Filing of resolutions
        Article 92GG - Recording of decisions by sole Member
        Section 11: Accounting Requirements
        Article 92HH - Accounting and Audit Requirements
        Part 4:
        Protected Cell Companies
        Article 93 - Protected Cell Companies
        Article 94 - Creation of Cells
        Article 95 - Cellular and Non-Cellular Assets
        Article 96 - Position of creditors
        Article 97 - Recourse to Cellular Assets by creditors
        Article 98 - Cell Shares and Share capital
        Article 99 - Reduction of Cell Share Capital
        Article 100 - Name and articles of association of PCC
        Article 101 - Requirements for a PCC
        Article 102 - Incorporation of Company as PCC
        Article 103 - Liability of Cellular Assets
        Article 104 - Disputes as to liability attributable to Cells
        Article 105 - PCC to inform persons they are dealing with PCC
        Article 106 - Attribution of Non-Cellular Assets and Liabilities
        Article 107 - Provisions in relation to winding up of PCC
        Article 108 - Transfer of Cellular Assets from PCC
        Article 109 - Administration orders in relation to PCCs or Cells
        Part 5:
        Migration of Body Corporate
        Article 110 - Transfer of incorporation to QFC
        Article 111 - Certificate of continuation
        Article 112 - Effect of certificate
        Article 113 - Copy of certificate of continuation
        Article 114 - Rights and liabilities
        Article 115 - Transfer of incorporation from QFC to another jurisdiction
        Article 116 - Refusal to grant authorisation to transfer incorporation
        Part 6:
        Branches
        Article 117 - Requirement for registered Branch
        Article 118 - Application to register a Branch
        Article 119 - Acceptance or refusal of application to register a Branch
        Article 120 - Prohibition of Branch with an undesirable name
        Article 121 - Principal Representatives
        Article 122 - Register of Branches
        Article 123 - Records to be kept by Branches
        Article 124 - Letterheads
        Article 125 - Name to appear outside place of Business
        Article 126 - Financial Penalties
        Part 7:
        International Business Companies
        [Reserved]
        Part 8:
        Contraventions
        Article 127 - General contraventions
        Article 128 - Involvement in contraventions
        Article 129 - Imposition of financial penalties
        Part 9:
        Other Provisions Relating to the CRO
        Article 130 - Direction to Company to comply with these Regulations
        Article 131 - Deregistration of Companies and Branches
        Article 132 - False or Misleading Information
        Part 10:
        Application to the QFC Civil and Commercial Court
        Article 133 - Orders for compensation
        Article 134 - Minority Member protection: unfair prejudice
        Part 11:
        Reporting
        Article 135 - Reporting by the CRO
        Part 12:
        Register of Financing Statements
        Article 136 - Definitions
        Article 137 - The Register
        Article 138 - Financing statement
        Article 139 - Time of filing
        Article 140 - Duration of filing
        Article 141 - CRO to issue verification statement
        Article 142 - Errors in financing statement
        Article 143 - Renewal and amendment of filing
        Article 144 - Filing of transfers and subordinations
        Article 145 - Searches
        Article 146 - Debtor may require financing change statement
        Part 13:
        Acquisition of Minorities in Take-Overs
        Article 147 - Definitions
        Article 148 - Take-over offers
        Article 149 - Right of offeror to buy out minority Members
        Article 150 - Effect of notice under Article 149
        Article 151 - Right of minority Member to be bought out by offeror
        Article 152 - Effect of requirement under Article 151
        Article 153 - Applications to the QFC Civil and Commercial Court
        Article 154 - Joint offers
        Article 155 - Associates
        Part 14:
        Interpretation and Definitions
        Article 156 - Interpretation
        Article 157 - Definitions
        Schedule 1:
        Contraventions with financial penalties stipulated
        Schedule 2:
        Financing change statement

        • 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 Qatar

          Issued 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 the Minister pursuant to Article 9 of the QFC Law and shall apply in the QFC. To the fullest extent permitted by the QFC Law, the laws, rules and regulations of the State 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 the QFC.

          • Article 3 - Commencement

            These Regulations shall come into force on the date of their signature by the Minister.

          • 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 these Regulations and any other version, the English text shall prevail.

          • Article 5 - Interpretation

            Words and expressions used in these Regulations and interpretative provisions applying to these Regulations are set out in Part 14.

          • Article 5A - Power of QFC Authority and QFC Regulatory Authority to make rules

            The QFC Authority and the QFC Regulatory Authority, each within the scope of their jurisdiction, authority or powers conferred upon them may make rules to the extent set out in the QFC Law, these Regulations and any other Regulations conferring powers, duties and functions on the QFC Authority and QFC Regulatory Authority as they deem necessary or appropriate to implement, carry out or enforce these Regulations.

            Amended (as from 5th April 2015).

        • Part 2: Part 2: Companies Registration Office

          • Article 6 - The CRO

            (1) The CRO was established under the QFC Law and shall be an authority with independent legal personality and full capacity to act as such and perform legal actions in accordance with these Regulations. Without limitation to the foregoing, the CRO 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) The CRO will be managed by the Registrar unless its powers, duties and functions have otherwise been delegated under Article 6(4).
            (3) The CRO shall conduct its affairs in accordance with the QFC Law and these Regulations but shall otherwise have power, by decision of the Registrar, to determine its own procedures and management.
            (4) The powers, duties and functions of the CRO under these Regulations may be delegated either:
            (A) at the discretion of the QFC Authority to any person as it determines;
            (B) by the CRO to any person as it determines; or
            (C) otherwise pursuant to any Regulations.
            Amended (as from 5th April 2015).

          • Article 7 - Role of the QFC Authority

            (1) The CRO shall be subject to the supervision of the QFC Authority which shall have the power and function to:
            (A) ensure that the CRO exercises its statutory powers and performs its statutory functions;
            (B) review the performance of the CRO and the use of its resources; and
            (C) give the CRO 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 of Companies and Branches eligible for incorporation or registration under these Regulations and any other Entities in respect of which the CRO is made responsible pursuant to any other Regulations;
            (2) to keep and maintain in such form as it shall determine an index of the names and registered numbers of the Companies and Branches which are or have been registered under these Regulations and any other Entities which may be registered by the CRO pursuant to any other Regulations;
            (3) to receive and process all Documents and information required to be filed with the CRO pursuant to these Regulations or any other Regulations;
            (4) to keep and maintain in such form as it shall determine a register in respect of each of the Companies and Branches which are or have been registered under these Regulations and any other Entities which may be registered by the CRO pursuant to any other Regulations, to record in such register all Documents and information filed with or delivered to the CRO in respect of such Companies, Branches and Entities and to allow any person to inspect and take copies from such register during the office hours of the CRO;
            (5) to administer and impose any financial penalties provided for in these Regulations; and
            (6) all other functions provided for in these Regulations or any other Regulations 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) The CRO shall have the following powers:
            (A) subject to the approval of the QFC Authority, to make rules and publish guidance for the purposes of performing its functions;
            (B) subject to approval of the QFC Authority, to prescribe forms to be used for the purposes of required filings with the CRO;
            (C) subject to approval of the QFC Authority to prescribe the fees payable to it for incorporation, registration, filing and any other administrative services provided by the CRO; and
            (D) all other powers provided for in these Regulations or any other Regulations or otherwise considered by the QFC Authority to be necessary, desirable or appropriate to achieve, further or assist the performance of its functions.
            (2) The CRO shall publish rules and guidance made under these Regulations by the QFC Authority or the CRO, including without limitation those relating to Prescribed Forms and Prescribed Fees.
            Amended (as from 5th April 2015).

          • Article 10 - Other zones or centres

            The CRO may, with the approval of the QFC Authority, carry out similar functions to those provided for in these Regulations in respect of other zones, designated precincts or other centres in the State.

            Amended (as from 5th April 2015).

          • Article 11 - Accounting and budget requirements of the CRO

            (1) The budget of the CRO in respect of each financial year shall be set by the QFC Authority.
            (2) The CRO shall be exempt from the control of the Audit Bureau of the State.
            (3) The financial year of the CRO 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 the CRO shall commence on the date on which the QFC Law came into force and shall end on the last day of December of the following year.
            (4) The CRO shall keep accounting Records which are sufficient to show and explain the transactions of the CRO and are such as to disclose with reasonable accuracy at any time the income and expenditure and assets and Liabilities and financial position of the CRO and the Registrar shall procure that, as soon as reasonably practicable after the end of each financial year, accounts of the CRO 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 the State, who shall report as to whether the accounts of the CRO show a true and fair view of the financial affairs of the CRO during the financial year in question and the assets and Liabilities of the CRO at the end of the year in question and such other matters as the auditors may consider it appropriate to report on.
            (5) The CRO shall as soon as reasonably practicable after the end of each financial year send to the QFC Authority a copy of its audited accounts for the financial year in question and a report of its activities during such financial year. The CRO shall in relation to its activities submit such further reports to the QFC Authority as the QFC Authority may require.
            Amended (as from 5th April 2015).

          • Article 12 - Confidentially

            The CRO, its officers, employees, agents or contractors shall comply with the QFC Data Protection Regulations and Rules and any other Regulations or rules made by the QFC Authority in respect of confidentiality.

            Amended (as from 5th April 2015).

          • Article 13 - The Registrar

            (1) The Registrar shall be appointed and may be removed by the QFC Authority and, subject to Article 6(2), shall be responsible for the day-to-day administration and operations of the CRO to the extent authorised and empowered by the QFC Authority. The Registrar shall accordingly exercise such powers and have such authority as the QFC Authority shall from time to time delegate to him.
            (2) The Registrar shall make suitable arrangements for keeping appropriate Records in relation to the exercise of the powers and performance of the functions of the CRO.

        • 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 the QFC.
              (2) An LLC is a Company which is formed by being incorporated under Part 3 of these Regulations.
              (3) Where an LLC 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 an LLC (Public) as if it were an LLC. If at any time an LLC (Public) is no longer listed on the QSE or other exchange, it will cease to be designated LLC (Public).
              Amended (as from 5th April 2015).

            • Article 15 - Corporate Capacity

              (1) An LLC has separate legal personality from its Members whose liability shall be limited to paying to the LLC the amount, if any, unpaid on the Shares held by them.
              (2) An LLC 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 the LLC is party, the power of the directors of an LLC to bind the LLC, or authorise others to do so, shall be deemed free of any limitation under the LLC's articles of association.
              (4) A contract may be made, varied or discharged on behalf of an LLC, by any person acting under its authority, express or implied.
              (5) A Document is executed by an LLC if signed by two directors, or one director and the secretary of an LLC, and expressed (in whatever form of words) to be executed by the LLC.
              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 an LLC, or by a person as agent for an LLC, at a time when the LLC 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 the LLC or as agent for it, and he is personally bound by the transaction and entitled to its benefits.
              (2) An LLC 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 an LLC for the purpose of carrying on a Business of a kind permitted by the QFC Law to be conducted in the QFC by signing and filing with the CRO an incorporation document together with the Prescribed Fee and otherwise complying with the requirements of these Regulations in respect of registration.
              (2) The Prescribed Form and incorporation document filed with the CRO shall set out or have attached thereto:
              (A) the name of the LLC which must comply with Article 36 of these Regulations;
              (B) the nature of the Business to be conducted by the LLC and it shall be sufficient to state that the purpose of the LLC is to engage in any lawful act or activity for which LLCs may be incorporated under the QFC Law and Regulations;
              (C) the address of the registered office of the LLC, which shall be in the QFC;
              (D) the date of the financial year end of the LLC;
              (E) the full Name and Address of each of the incorporators of the LLC and the number of Shares each of them agrees to take upon incorporation of the LLC;
              (F) 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 together with a declaration that each of them is qualified to act as a director or secretary of an LLC pursuant to these Regulations;
              (G) the full Name, Address, date of birth and nationality of the person who is the first secretary of the LLC;
              (H) the amount of the authorised share capital, with which it is proposed that the LLC be registered, and the division thereof into Shares of fixed amount;
              (I) the LLC's articles of association, signed by the incorporators, setting out the rules for the internal governance of the LLC which shall comply with these Regulations; and
              (J) such other particulars as the CRO may require from time to time.
              (3) The share capital of an LLC may be denominated in any currency approved by the CRO.
              (4) The incorporation document and all other documentation required to be submitted to the CRO shall be in English and shall be in such form as the CRO may prescribe or approve from time to time.
              (5) Article 17(2)(E) does not require the incorporators of an LLC to agree to take any Shares if, on incorporation, the LLC will be a Collective Investment Fund.
              (6) Article 17(2)(H) does not apply if, on incorporation, the LLC will be a Collective Investment Fund.
              (7) An LLC that is a Collective Investment Fund is not required to have an authorised share capital.
              Amended (as from 5th April 2015).

            • Article 18 - Registration

              (1) No LLC shall be incorporated without the consent of the CRO.
              (2) On incorporation the CRO shall:
              (A) give a certificate that the LLC is incorporated with the name specified in the certificate and with effect from the date of the certificate;
              (B) allocate to the LLC a number, which shall be the LLC's registered number; and
              (C) enter the name and registered number of the LLC in the index of names and registered numbers maintained by the CRO under these Regulations.
              (3) A certificate of incorporation shall be conclusive evidence that the LLC is incorporated with the name specified in it and that the requirements of these Regulations have been complied with in respect of the incorporation and registration of the LLC 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, the LLC shall be a Body Corporate having the name contained in the certificate of incorporation and capable forthwith of exercising all the functions of an incorporated LLC.
              (5) A decision of the CRO refusing to issue a certificate of incorporation may be reviewed consistent with any applicable standards and procedures issued by the QFC 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 an LLC are deemed to have agreed to become Members of the LLC by signing the incorporation document and on incorporation shall be entered as such in the LLC's register of Members (persons other than incorporators who have died or been dissolved).
              (2) Every other person who agrees to become a Member of the LLC and whose Name is entered in the register of Members, is a Member of the LLC.
              (3) A person may cease to be a Member of an LLC (as well as by death or dissolution) in accordance with the articles of association of the LLC.
              (4) A Member of an LLC can be of any nationality and either a natural or a Body Corporate.
              (5) The minimum number of Members of an LLC is one.
              (6) Every LLC shall keep a register of Members, together with:
              (A) a statement of the Shares held by each Member, distinguishing each Share by its number (if the Share has a number) and, where the LLC has more than one class of issued Shares, by its class;
              (B) the date on which each person was registered as a Member; and
              (C) the date on which any person ceased to be a Member.
              (7) Article 19 (1) does not apply to an LLC if, on incorporation, the LLC will be a Collective Investment Fund.
              Amended (as from 5th April 2015).

            • Article 20 - Rectification of register of Members

              (1) If:
              (A) the Name of a person, the number of Shares held or the class of Shares held is, without sufficient reason, not entered in or omitted from an LLC's register of Members; or
              (B) there is a failure or unnecessary delay in entering on the register the fact of a person having ceased to be a Member
              a person aggrieved, or a Member of the LLC, may apply to the CRO for rectification of the register.
              (2) The CRO may refuse the application or may order rectification of the register.
              (3) Whether or not the CRO exercises its power under Article 20(2), the QFC Civil and Commercial Court may make one or more of the following orders:
              (A) on application of the CRO, an order enforcing any orders made by it under this Article 20;
              (B) on application of a person aggrieved, a Member of the LLC, or the LLC, an order directing the CRO 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 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 an LLC shall be at the disposal of the directors of an LLC who may, subject to any rights previously conferred on the holders of any existing Shares, or class of Shares, offer, allot, grant options over or otherwise dispose of such Shares to such persons, at such time and upon such terms as the directors of the LLC may determine.

            • Article 22 - Return as to allotments

              (1) When an LLC makes an allotment of its Shares, the LLC shall within 1 month thereafter deliver to the CRO for registration a return of the allotments in the Prescribed Form stating the number and nominal amount of the Shares comprised in the allotment, the Names and Addresses of the allottees, and the amount (if any) paid or due and payable on each Share, whether on account of the nominal value of the Share or by way of premium, and, in the event that any Shares 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 an LLC that is a Collective Investment Fund.
              Amended (as from 5th April 2015).

            • Article 23 - Prohibition on allotment of Shares at a discount

              (1) An LLC's Shares shall not be allotted at a discount to their nominal value.
              (2) If any Share is allotted in contravention of this Article 23 then the allottee is liable to pay the LLC an amount equal to the amount of the discount, with interest at an appropriate rate to be prescribed by the CRO.

            • Article 24 - Transfer of Shares

              (1) The Shares of any Member of an LLC shall be transferable in such manner as may be provided by the articles of association of the LLC.
              (2) Subject to Article 24(6), notwithstanding the provisions of its articles of association, an LLC shall not register a transfer of Shares in the LLC 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 the LLC. For the purposes of trading, an LLC (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 the LLC (Public).
              (3) Nothing in this Article 24 shall prejudice the power of an LLC to register as a Member any person to whom the right to any Shares of the LLC has been transmitted by operation of law.
              (4) A transfer of any Share of a deceased Member of an LLC made by his personal representative, although the personal representative is not himself a Member of the LLC, is as valid as if he had been a Member at the time of the execution of the instrument of transfer.
              (5) If an LLC refuses to register a transfer of Shares, the LLC shall, within 21 days after the date on which the transfer was delivered to the LLC, 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 the QFC Authority.
              Amended (as from 5th April 2015).

            • Article 25 - Issue of certificates

              (1) Subject to Article 25(3), for each Share allotted or transferred, a Share certificate shall be issued by the LLC no later than 30 days after the date the allotment is made or the date on which a transfer of the Shares is registered in the register of Members of the LLC. For an LLC (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 the LLC (Public).
              (2) A certificate executed by the LLC specifying any Shares held by a Member, shall be evidence of the title of the Member to the Shares. For an LLC (Public) a record of title to any Shares in the LLC (Public) held in the QSE or the relevant exchange's registry or system will be evidence of good title to any Shares held by the Member.
              (3) Article 25(1) and (2) do not apply when title to shares is evidenced in accordance with rules made by the QFC 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 an LLC issues Shares 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 those Shares shall be transferred to an account called the "share premium account".
              (2) The Share Premium Account may be applied by the LLC:
              (A) in paying up unissued Shares to be allotted to Members as fully paid bonus Shares;
              (B) or in writing off:
              (i) the LLC's preliminary expenses; or
              (ii) the expenses of, or the commission paid or discount allowed on, any issue of Shares or debentures of the LLC
              (C) or in providing the premium payable on redemption of any redeemable Shares or any debentures of the LLC.
              (3) Subject to Article 26(2), the provisions of these Regulations relating to a reduction of a Company'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 a Collective Investment Fund.

              Amended (as from 5th April 2015).

            • Article 27 - Rights attaching to Shares

              (1) To the extent permitted by its articles of association, an LLC may create different classes of Shares. Subject to these Regulations, the rights attaching to Shares (or any class of Shares) shall be determined by the articles of association of the LLC.
              (2) The articles of association of the LLC shall set out:
              (A) the right to vote at a meeting of the LLC carried by each class of Share;
              (B) the right to repayments of capital attaching to each class of Share;
              (C) the right to participate in any undistributed profit of each class of Share;
              (D) the rights and obligations pertaining to the transfer of each class of Share;
              (E) the right to dividends and other distributions attaching to each class of Share; and
              (F) any other rights and obligations attaching to each class of Share.
              (3) Subject to the provisions of the articles of association of the LLC, each Share shall rank in all respects equally with any other Share in the LLC.
              (4) It shall not be lawful for an LLC to issue bearer Shares.

            • Article 28 - Alteration of share capital

              (1) An LLC, if so authorised by its articles of association, may alter its share capital by Ordinary Resolution in any of the following ways:
              (A) increasing its authorised share capital by creating new Shares of such amount as it deems necessary;
              (B) consolidating and dividing any or all of its Shares (whether issued or not) into Shares of a larger amount than its existing Shares;
              (C) sub-dividing its Shares, or any of them, into Shares of a smaller amount than its existing Shares but so that, in the sub-division of any issued Shares, the proportion between the amount paid and the amount (if any) unpaid on each reduced Share shall be the same as it was in the case of the Share from which the reduced Share is derived;
              (D) cancelling Shares which at the date of passing of the Ordinary Resolution to cancel them, have not been taken or agreed to be taken by any person, and diminishing the amount of the LLC's authorised share capital by the amount of the Shares so cancelled; and
              (E) changing the currency denomination of its share capital or any class thereof to a currency denomination approved by the CRO.
              (2) A cancellation of Shares under this Article 28 does not for the purposes of these Regulations constitute a reduction of share capital.
              (3) An LLC having altered its share capital pursuant to Article 28(1), shall within 21 days thereafter give notice in the Prescribed Form to the CRO, together with a copy of the Ordinary 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 of Shares is made in the articles of association of the LLC, those rights may only be varied in accordance with those provisions.
              (2) If provision for the variation of the rights attached to a class of Shares 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 the Shares of the class consent in writing to the variation; or
              (B) a Special 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 of Shares, 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 of Shares are varied in the manner referred to above, the holders of not less than 15 percent of the nominal value of the Shares of the class (being persons who did not consent to, or vote in favour of a resolution for the variation) may apply to the QFC 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 the Members entitled to make it by one or more of them as they may appoint in writing.
              (6) On any such application the QFC Civil and Commercial Court, after hearing the applicant and any other persons who apply to the QFC Civil and Commercial Court to be heard and appear to the QFC 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 the Members represented by the applicant, disallow the variation and shall, if not so satisfied, confirm the variation.
              (7) The decision of the QFC 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) An LLC, if authorised by an Special Resolution and its articles of association, may reduce its Share capital in any way.
              (2) In particular, and without prejudice to the generality of Article 30(1), an LLC may:
              (A) extinguish or reduce the liability on any of its Shares in respect of capital not paid up;
              (B) either with or without extinguishing or reducing liability on any of its Shares, 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 its Shares, pay off any paid up capital that is in excess of the requirements of the LLC.
              (3) No LLC 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, the LLC shall publish a notice in an newspaper approved by the CRO stating the amount of the LLC'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 the LLC 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 the LLC's assets will be not less than the aggregate of its Liabilities and issued share capital and Share Premium Account and the LLC will be able to satisfy its Liabilities as they fall due; or
              (ii) that all the creditors of the LLC on that date have consented to the reduction.
              (4) Where Shares are to be cancelled in order to reduce the capital of an LLC the Shares shall be acquired at the lowest price at which, in the opinion of the directors, the Shares are obtainable, but not exceeding an amount, if any, stated or determined by the articles of association.
              (5) Where an LLC reduces the amount of its share capital then within 30 days after the date on which the reduction has effect the LLC shall file a notice in Prescribed Form with the CRO 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 the LLC which the LLC is unable to pay as a result of the reduction, every person who was a Member of the LLC 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 the Shares then held by him.
              (7) Notwithstanding Article 30 (1), an LLC that is a Collective Investment Fund does not require authorisation by Ordinary Resolution to reduce its share capital in anyway.
              Amended (as from 5th April 2015).

            • Article 31 - Redemption or purchase of own Shares

              (1) An LLC 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 its Shares which pursuant to its articles of association are to be redeemed, or are liable to be redeemed, at the option of the LLC or the holder of the relevant Shares.
              (2) No redeemable Shares shall be issued by an LLC, nor shall any Shares in an LLC be converted into redeemable Shares, if, following such issue or conversion, there would be no Shares in the LLC which are not redeemable.
              (3) A redemption of redeemable Shares shall only be made from the following sources:
              (A) in the case of the nominal value of the Shares, from paid up capital, share premium and other reserves of the LLC; or
              (B) in the case of any premium, from realised or unrealised profits, share premium or other reserves of the LLC.
              (4) Upon redemption of Shares under this Article 31, such Shares shall be taken as cancelled and accordingly the amount of the LLC's issued share capital shall be diminished by the nominal value of those Shares but redemption shall not be taken as reducing the authorised share capital of the LLC.
              (5) Where pursuant to this Article 31 an LLC is about to redeem Shares, it may issue Shares up to the nominal amount of the Shares to be redeemed as if those Shares had never been issued.
              (6) This Article does not apply to an LLC that is a Collective 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, an LLC may purchase its own Shares (including any redeemable Shares).
              (2) Article 31(3), (4), and (5) shall apply to the purchase by an LLC of its own Shares (the "Purchased Shares") as they apply to a redemption of redeemable Shares of an LLC. However, if an LLC 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 a Member; (c) no right to receive any dividends; and (d) no rights to receive assets upon the LLC's liquidation.
              (3) A purchase under this Article must, unless the LLC is a Wholly Owned Subsidiary, be sanctioned by an Ordinary Resolution.
              (4) The Shares to be purchased:
              (A) may only be purchased in pursuance of a contract approved in advance by an Ordinary Resolution of the LLC; and
              (B) shall not carry the right to vote on the Ordinary Resolution authorising the purchase.
              (5) An LLC may not under this Article purchase its Shares if as a result of the purchase there would no longer be a Member of the LLC holding Shares.
              Amended (as from 5th April 2015).

            • Article 33 - Prohibition of financial assistance

              (1) An LLC shall not (directly or indirectly) provide financial assistance to a person to acquire its Shares or Shares in its Holding Company unless:
              (A) the giving of the financial assistance does not materially prejudice the LLC's ability to discharge its Liabilities as they fall due;
              (B) the giving of the financial assistance is approved by resolution of the Members holding not less than 90 percent of the nominal value of the Shares giving a right to attend and vote at any meeting of Members; or
              (C) the LLC's ordinary Business includes providing finance and financial assistance is given in the ordinary course of that Business 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 the LLC's assets by way of dividend lawfully made or a distribution made in the course of the LLC's winding up;
              (B) the allotment of bonus Shares;
              (C) a reduction of capital in accordance with these Regulations; or
              (D) a redemption or purchase of Shares in accordance with these Regulations.
              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, an LLC may, by a resolution of its directors, declare and pay or make dividends or other distributions in money, Shares or other property.
              (2) An LLC shall not declare, make or pay any dividend or other distribution if there are reasonable grounds for believing that:
              (A) the LLC would after the payment of the dividend or making of the distribution be unable to satisfy its Liabilities as they become due; or
              (B) the realisable value of the LLC's assets would thereafter be less than the aggregate of its Liabilities 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 its Members is made in contravention of Article 34 and, at the time of such dividend or other distribution, the Member knows or has reasonable grounds for believing that it is so made, he is liable to repay it, or that part of it, to the LLC or, in the case of a dividend or other distribution made otherwise than in cash, to pay the LLC 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 the CRO.

          • Section 4: Section 4: Names and Change of Names

            • Article 36 - Registration of name

              (1) The name of an LLC must:
              (A) be written using letters of the English alphabet or such other characters acceptable to the CRO; and
              (B) end with:
              (i) the expression "Limited Liability Company"; or
              (ii) the abbreviation "llc" or " LLC".
              (2) An LLC 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" or LLC";
              (B) which is the same as a name appearing on the index of names maintained by the CRO or by the Ministry of Economy and Commerce in the State; or
              (C) which in the opinion of the CRO is offensive or otherwise undesirable.
              (3) Except with the approval of the CRO, an LLC shall not be registered by a name which in the opinion of the CRO would be likely to give the impression that it is connected in any way with the State.
              Amended (as from 5th April 2015).

            • Article 37 - Change of name

              (1) An LLC may, by Special Resolution, change its name at any time to another name with which an LLC may be registered under Article 36.
              (2) Where an LLC changes its name it shall deliver, within 21 days of the Special Resolution, a notice to the CRO and shall pay to the CRO the Prescribed Fee.
              (3) A notice delivered under Article 37(2):
              (A) shall be in a form prescribed or approved by the CRO; and
              (B) shall be signed by a director or secretary of the LLC or authenticated in a manner approved by the CRO.
              (4) Where the CRO receives a notice under Article 37(2) it shall (unless the new name is one by which an LLC 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 it
              and 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 an LLC has been registered by a name which:
              (A) is the same or, in the opinion of the CRO, too like a name appearing at the time of registration in the index maintained by the CRO; or
              (B) is the same as or, in the opinion of the CRO, too like a name which should have appeared in the index at that time
              the CRO may within 12 months of that time in writing direct the LLC to change its name within such period as it may specify.
              (2) If it appears to the CRO:
              (A) that misleading information has been given for the purpose of the registration of an LLC by a particular name; or
              (B) that undertakings or assurances have been given for that purpose and have not been fulfilled
              it may, within 5 years of the date of its registration by that name, in writing direct the LLC to change its name within such period as the CRO may specify.
              (3) If in the CRO's opinion the name by which an LLC 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 the LLC to change its name within such period (being not less than 1 month) as the CRO may specify.
              (4) The LLC may, within 3 weeks from the date of any direction under Article 39(1), (2) or (3), apply to the Regulatory Tribunal to set it aside and the Regulatory 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 an LLC is to change its name, the CRO 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 a Business 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 expression
              that person, unless an LLC or a Branch of a Non-QFC Company whose corporate name includes the words "limited liability company" or an abbreviation thereof, contravenes these Regulations.

            • 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) An LLC shall:
              (A) at all times have a registered office situated in the QFC; and
              (B) carry on its principal Business activity at or from the registered office unless the QFC Authority permits such Business activity to be carried on at or from another place within the QFC.
              (2) On the incorporation of an LLC the situation of its registered office shall be that stated in the incorporation document.
              (3) A Document may be served on an LLC by leaving it at, or sending it by hand or by fax or by courier to, the registered office of the LLC.

            • Article 43 - Change of registered office

              (1) An LLC may change its registered office by delivering notice of the change within 21 days to the CRO together with payment of the Prescribed Fee.
              (2) A notice delivered under Article 43(1):
              (A) shall be in the Prescribed Form; and
              (B) shall be signed by a director or secretary of the LLC or authenticated in a manner approved by the CRO.
              (3) Where the CRO 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 the CRO in accordance with Article 43(2) being registered by the CRO, but until the end of the period of 21 days beginning with the date on which it is registered a person may validly serve any Document on the LLC at its previous registered office.
              (5) Where an LLC unavoidably ceases to perform at its registered office any duty to keep at its registered office any register, index or other Document or to mention the address of its registered office in any Document in circumstances in which it was not practicable to give prior notice to the CRO 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 the CRO of a change in the situation of its registered office within 21 days of doing so
              it 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) Every LLC shall keep the following internal registers at its registered office address:
              (A) Register of Members as provided for in Article 19(6);
              (B) Register of directors and secretary, including Name, Address, nationality, date of birth and business occupation;
              (C) Register of transfers of Shares, including Name and Address of transferor and transferee, date of transfer and number and class of Shares transferred; and
              (D) Register of allotments of Shares, including Name of applicant, date of application and allotment and number and class of Shares.
              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 of Members..
              (2) Any Member may without charge, and any other person may upon payment of any reasonable fee required by the LLC, visit the registered office during the office hours of the LLC 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, any Member 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) Every LLC shall paint or affix, and keep painted or affixed, its name on the outside of every office or place in which its Business is carried on, in a conspicuous position and in letters easily legible.
              (2) If an LLC does not paint or affix, and keep painted or affixed, its name as required above, the LLC and every Officer of it who is in default is in contravention of these Regulations.

            • Article 46 - Disclosures required of an LLC in the use of its name

              (1) The name of an LLC, its registered number, and the address of its registered office shall appear in legible characters in all its Business letters, written orders for goods or services, invoices and receipts, written demands for payment and other such similar Documentation.
              (2) If an Officer of an LLC or a person on its behalf:
              (A) issues or authorises the issue of any Business letter of the LLC, or any Document mentioned in Article 46(1), in which the LLC's name is not so mentioned as required by Article 46(1); or
              (B) signs or authorises to be signed on behalf of the LLC any bill of exchange, promissory note, endorsement, cheque or order for money or goods in which the LLC's name is not mentioned as required by Article 46(1)
              he is in contravention of these Regulations 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 the LLC).

          • Section 7: Section 7: Annual Return

            • Article 47 - Duty to deliver annual returns

              (1) Every LLC shall deliver to the CRO 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, that is:
              (A) the anniversary of the incorporation of the LLC; or
              (B) if the last return delivered by the LLC 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 the Prescribed Form;
              (B) contain the information required by Article 48;
              (C) be signed by a director or secretary of the LLC; and
              (D) be delivered to the CRO together with payment of the Prescribed Fee.
              (3) If an LLC 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, the LLC shall be in contravention of these Regulations. 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 the LLC to the CRO.
              (4) Where an LLC is in contravention of these Regulations under Article 47(3) every director of the LLC is similarly liable unless he shows that he took all reasonable steps to avoid the commission of or the continuance of the contravention of these Regulations.
              (5) This Article does not apply to an LLC that is a Collective 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 of Members, the Name and Address of each Member of the LLC holding more than 1% in nominal value of all the issued shares of that class;
              (2) the Name, Address, nationality, date of birth and Business occupation of each of the directors and the secretary of the LLC;
              (3) the registered office of the LLC;
              (4) the authorised and issued share capital of the LLC;
              (5) the principal Business activities of the LLC in the year in question;
              (6) the Name and Address of the auditor of the LLC; and
              (7) any other information as may be prescribed by the CRO.
              Amended (as from 5th April 2015).

          • Section 8: Section 8: Articles of Association

            • Article 49 - Standard articles of association

              (1) The CRO 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 articles of association.
              (2) If the CRO prescribes standard articles of association, an LLC 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 the CRO, the alteration will not affect the articles of association of an LLC registered before the alteration takes effect.

            • Article 50 - Alteration of articles of association

              (1) An LLC may by Special 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 the Special Resolution or such later time as shall be specified in it.
              (3) Any alteration to the articles of association must be registered on the Prescribed Form, accompanied by the payment of the Prescribed Fee, with the CRO within 21 days of the Special Resolution to alter it being passed by the Members.
              Amended by QFCA RM2012-1 (as from 11th April 2012)

            • Article 51 - Articles binding on LLC and Members

              (1) Subject to the provisions of these Regulations, the articles of association when registered with the CRO bind an LLC and its Members to the same extent as if they had been executed by the LLC and by each Member, and contained covenants on the part of the LLC and each Member to observe all the provisions of the articles of association.
              (2) A Member of an LLC is not bound by an alteration made in the articles of association after the date on which he became a Member, if and so far as the alteration:
              (A) requires him to take or subscribe for more Shares 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 the LLC's share capital or otherwise pay money to the LLC.
              (3) An LLC shall, upon request by a Member, send such Member a copy of its articles of association including all alterations thereto, subject to the Member paying the reasonable cost thereof.

          • Section 9: Section 9: Directors and Secretary

            • Article 52 - Appointment of directors

              (1) An LLC 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 the QFC or in any other place;
              (C) is an undischarged bankrupt in any country; or
              (D) is a Body Corporate, unless—
              (i) the Body Corporate is an Authorised Firm; and
              (ii) the LLC is a Collective Investment Fund.
              (3) The first directors of an LLC shall be those named in the incorporation document and thereafter the directors, subject to the provisions of these Regulations and any other Regulations, shall be appointed and removed and shall hold and vacate office as provided in the articles of association of the LLC.
              (4) The particulars of each director appointed, removed or who resigns and any change in the particulars of the directors of an LLC from time to time, shall be registered with the CRO in the Prescribed Form and no later than 21 days after such change, together with payment of any Prescribed Fee. For each director appointed these particulars shall include his Name, 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 these Regulations.
              (5) The articles of association of an LLC 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 the LLC and the director and without prejudice to any other power to remove a director which may exist apart from this Article 53, an LLC may by Ordinary 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 the Members of the LLC 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 the LLC in accordance with its articles of association, save to the extent that these Regulations or any other Regulations or any rules made by the QFC Authority or the LLC's articles of association require any such powers to be exercised by the Members of the LLC.

            • Article 55 - Duties of directors

              (1) A director of an LLC owes a duty to the LLC 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 an Ordinary Resolution of the LLC, be liable to compensate the LLC for any loss suffered by the LLC and to account to the LLC 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 the LLC;
              (B) act in accordance with the articles of association of the LLC and decisions of the LLC taken in accordance with these Regulations 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 these Regulations 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 the LLC or any opportunity of the LLC 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 an LLC who has a direct or indirect interest of which he is aware in a transaction entered into or proposed to be entered into by an LLC or by a Subsidiary of the LLC, shall disclose to the directors of the LLC 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 a Body Corporate listed on any stock exchange shall not constitute an interest requiring disclosure under this Article 56.
              (4) A notice in writing given to the LLC 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 an Ordinary Resolution at a general meeting of the LLC at which the nature of the director's interest in the transaction was properly disclosed, be liable to account to the LLC for any profit, gain or benefit obtained by the director in connection with the transaction.
              (6) A sole director of an LLC 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 the LLC's registered office and shall be made available there for inspection by any Member and the LLC's auditor without charge during the office hours of the LLC.
              Amended (as from 5th April 2015).

            • Article 57 - Prohibition of financial assistance to directors

              (1) Without the consent of any Member or Members holding in the aggregate not less than 90 percent of the total voting rights of all the Members having the right to vote at any meeting of the Members it shall not be lawful for an LLC to make a loan or similar form of financial assistance to any person who is its director or a director of its Holding 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 the LLC or for the purpose of enabling him properly to perform his duties as an Officer of the LLC;
              (B) in the case of an LLC whose ordinary Business includes the lending of money or the giving of guarantees in connection with financial assistances made by other persons, to anything done by the LLC in the ordinary course of that Business; or
              (C) any financial assistance prescribed in rules made by the QFC 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 the LLC 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 the LLC 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 the LLC 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 the LLC 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 of Business of an LLC 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) a Body 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 an LLC to make to a director of the LLC 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 to Members of the LLC and the proposal being approved by Ordinary Resolution. This Article 58 does not affect the ability of an LLC to pay compensation to a director in connection with the termination of his employment by the LLC.
              (2) Where a payment which is unlawful under this Article 58 is made to a director, he shall be liable to repay it to the LLC, 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) Every LLC shall have at all times an appropriately qualified secretary.
              (2) The first secretary of an LLC 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 an LLC 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 an LLC from time to time, shall be registered with the CRO in the Prescribed Form, together with payment of the Prescribed Fee, and within 21 days of such change. For each secretary appointed these particulars shall include his Name, date of birth, Address and nationality and in the case of a Body 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), an LLC may in its articles of association or in any contract or arrangement between the LLC and any Officer, or any person employed by the LLC as auditor, exempt such Officer or person from, or indemnify him in respect of any negligence, default, breach of duty or breach of trust of which the Officer or person may be guilty in relation to the LLC or any Subsidiary thereof.
              (2) Any provision whether contained in the articles of association of the LLC or in any contract or arrangement between the LLC and any Officer, or any person employed by the LLC as auditor, exempting such Officer 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 the LLC shall be void provided that, notwithstanding anything in this Article 61 an LLC may, in pursuance of any such provision as aforesaid, indemnify any such Officer 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 any Officer of the LLC against any liability incurred by him in his capacity as an Officer of the LLC or indemnifying such an Officer 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 the Officer may be guilty in relation to the LLC or any Subsidiary thereof and nothing in these Regulations shall make any such policy void or voidable.

          • Section 10: Section 10: Meetings and Resolutions

            • Article 63 - General meetings

              (1) A meeting of the Members of an LLC shall be convened at least once in every calendar year (save that provided an LLC 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 the Members of an LLC or the holders of any class of Shares 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), the CRO may, on the application of any Officer or Member of the LLC, call or direct the calling of, a general meeting of the LLC.
              (2) The LLC shall comply with any direction of the CRO made under Article 64(1).

            • Article 65 - Requisition of general meetings

              (1) Notwithstanding anything in its articles of association, the directors of an LLC shall, on requisition by Members holding the requisite Shares, proceed to call a special general meeting or as the case may be a meeting of any class of Members of the LLC 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 "requisite Shares" means not less than 10 percent in nominal value of the Shares 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 the LLC marked for the attention of the directors. The requisition may consist of several Documents 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 the LLC, and any sum so repaid shall be retained by the LLC out of any sums due or to become due from the LLC 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 an LLC or a meeting of any class of Members of an LLC 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 the Members having a right to attend and vote at the meeting, together holding not less than 95 percent of the nominal value of the Shares of the LLC giving a right to attend and vote at that meeting.
              (3) A notice of a general meeting of the LLC 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 a Special Resolution is to be proposed at the meeting set out the intention to propose a Special Resolution and attach a copy of the proposed Special 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 the LLC or of the holders of any class of Shares in the LLC insofar as the articles of association of the LLC do not make other provision in that behalf:
              (A) notice of every meeting shall be given to every Member entitled to receive it by delivering it to his registered address, being his address recorded in the register of Members or such other address as the Member shall notify to the LLC for delivery of notices from time to time;
              (B) (save in the case of an LLC having a single Member) two Members personally present shall be a quorum;
              (C) any Member elected by the Members present at a meeting may be chairman of it; and
              (D) every Member has one vote for every Share held by him.
              (2) Notwithstanding any provision to the contrary in the articles of association of an LLC which has a single Member, at any meeting thereof one Member present in person or by proxy shall be a quorum.
              Amended (as from 5th April 2015).

            • Article 68 - Proxies

              (1) A Member of an LLC entitled to attend and vote at a meeting of it (including a meeting of holders of any class of Shares in it) is entitled to appoint another person (whether a Member or not) as his proxy to attend and vote instead of him and a proxy appointed to attend and vote instead of a Member has the same right as the Member to speak at the meeting.
              (2) In every notice calling a meeting of an LLC there shall appear with reasonable prominence a statement that a Member 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 a Member.
              (3) A provision contained in an LLC's articles of association is void insofar as it would have the effect of requiring the appointment of a proxy or any Document necessary to show the validity of, or otherwise relating to, the appointment of a proxy, to be received by the LLC 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 an LLC'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 of Members, 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 five Members having the right to vote on the question;
              (ii) by a Member or Members representing not less than 10 percent of the total voting rights of all the Members having the right to vote on the question; or
              (iii) by a Member or Members holding not less than 10 percent in nominal value of the Shares in the LLC 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 a Member is the same as a demand by the Member.
              (3) On a poll taken at such a meeting, a Member 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) An Entity may:
              (A) if it is a Member of an LLC authorise such person as it thinks fit to act as its representative at any meeting of the LLC or at any meeting of any class of Members of the LLC; and
              (B) if it is a creditor (including a holder of debentures), of an LLC, authorise such person as it thinks fit to act as its representative in any meeting of any creditors of the LLC held in pursuance of these Regulations or any other Regulations, 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 the Entity which it represents as that Entity could exercise as if it were an individual Member, creditor or holder of debentures in the LLC.

            • Article 71 - Circulation of Members' resolution

              (1) Subject as provided in this Article, it shall be the duty of an LLC, on the requisition in writing of such number of Members as is herein after specified, at the expense of the requisitionists unless the LLC resolves otherwise:
              (A) to give the Members of the LLC 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 to Members 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 of Members necessary for requisition under Article 71(1) shall be:
              (A) either any number of Members representing not less than 5 percent. of the total voting rights of all the Members having at the date of the requisition a right to vote at the meeting to which the requisition relates; or
              (B) not less than ten Members.
              (3) Notice of any such intended resolution shall be given, and any such statement shall be circulated, to the Members of the LLC entitled to have notice of the meeting sent to them by serving a copy of the resolution on each such Member in any manner permitted for the service of notice of the meeting, and any notice of such resolution shall be given to any other Member of the LLC by giving notice of the general effect of the resolution in any manner permitted for giving him notice of meetings of the LLC, 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) An LLC 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 the LLC:
              (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; and
              there is deposited or tendered with the requisition a sum reasonably sufficient to meet the LLC'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 the LLC, 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 the Members of an LLC, or any class thereof, may be effected, without a meeting and without any previous notice being required, by resolution in writing signed by all the Members 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 single Document provided each is on a Document 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 last Member 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 the Members or at a meeting of the relevant class of Members of the LLC.

            • Article 74 - Directors meetings and written resolutions

              (1) Save in the case of an LLC with a sole director, meetings of the directors shall be held as often as is necessary for the conduct of the affairs of the LLC.
              (2) Subject as provided in the articles of association of the LLC, each director shall be entitled to one vote and decisions shall be made by majority vote.
              (3) A meeting of the directors of an LLC, 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 the Members 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) Every LLC shall cause minutes of all proceedings at general meetings, meetings of the holders of a class of Shares, 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 the Members, or any class thereof, or of the directors, is effected by a resolution in writing or decision of a sole Member or director in accordance with these Regulations, the LLC 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 of Shares or a meeting of the directors shall be kept at the LLC's registered office, and shall during business hours be open to examination by a Member 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 the CRO on the Prescribed Form.
              (2) This Article applies to:
              (A) Special Resolutions of an LLC;
              (B) a resolution of an LLC removing a director from office;
              (C) resolutions of the Members of an LLC or resolutions of a sole Member to the extent that these would have been Special Resolutions if passed at a general meeting;
              (D) a resolution approving the purchase of an LLC's own Shares;
              (E) a Special Resolution approving a reduction of share capital of an LLC; and
              (F) a resolution removing an auditor of an LLC from office.
              Amended (as from 5th April 2015).

            • Article 78 - Recording of decisions by sole Member

              (1) If:
              (A) an LLC has only one Member;
              (B) the Member takes a decision which may be taken by the LLC in general meeting and has effect as if agreed by the LLC in general meeting; and
              (C) the decision is not taken by way of resolution in writing
              the Member shall provide the LLC 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 accounting Records with respect to all sums of money received and expended by the LLC and all sales and purchases of goods and services and other transactions by the LLC and the assets and Liabilities of the LLC. Such accounting Records, shall be sufficient to show and explain all transactions by the LLC and must be such as to:

              (1) disclose with reasonable accuracy the financial position of the LLC at any time; and
              (2) enable the directors to ensure that any accounts prepared by the LLC comply with the requirements of these Regulations.

            • Article 80 - Location of Accounting Records

              (1) The LLC's accounting Records shall be:
              (A) kept at the LLC's registered office;
              (B) preserved by the LLC 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 the LLC.
              (2) If an LLC fails to comply with Article 79 and Article 80(1), the LLC and every Officer is in contravention of these Regulations.
              Amended (as from 5th April 2015).

            • Article 81 - Financial year of an LLC

              (1) The first financial year of an LLC 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 the LLC.
              (2) The second and any subsequent financial year shall start with the day immediately following the end of the LLC's previous financial year and end on the financial year end date in the next calendar year.
              (3) An LLC may by notice in the Prescribed Form given to the CRO specify a new financial year end date having effect in relation to:
              (A) the LLC's current financial year and subsequent financial years; or
              (B) the LLC's previous financial year and all financial years subsequent to that previous financial year
              where, an LLC'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 the LLC 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) An LLC'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 every LLC shall cause accounts to be prepared in relation to each financial year of the LLC which shall be in the English language and shall comprise or include:
              (A) financial statements set out in accordance with IFRS, UK GAAP, US GAAP or such other accounting principles and standards as may be prescribed in rules made by the QFC Authority; and
              (B) such further information as may be required by these Regulations, any rules made by the QFC Authority and the LLC's articles of association.
              (2) The accounts shall be prepared in accordance with accounting principles and standards prescribed in rules made by the QFC Authority and comply with any other requirements of these Regulations or any rules made by the QFC Authority. The accounts shall show a true and fair view of the profit or loss of the LLC for the financial year in question and of the state of the LLC's affairs at the end of such financial year.
              (3) The LLC'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 the LLC's auditors in accordance with these Regulations and any rules made by the QFC Authority, such auditors' report to be written in the English language; and
              (C) laid before a meeting of the Members together with a copy of the auditors' report.
              (5) The LLC shall file with the CRO within 21 days after the meeting of the Members 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 an LLC that is a Collective Investment Fund.
              Amended (as from 5th April 2015).

            • Article 83 - Provision of copy of accounts to Members

              (1) Any Member of an LLC is entitled, on demand and without charge, to be furnished with a copy of the LLC's latest audited accounts and auditor's report.
              (2) An LLC shall comply with such a request within 7 days.
              (3) If an LLC fails to comply with Article 83(2), the LLC and every Officer is in contravention of these Regulations.
              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) An LLC's auditor shall be an individual auditor or firm of auditors qualified to act as auditors in the QFC and approved by the QFC Authority to act as auditors for LLCs and other Companies and other Entities incorporated or registered in the QFC and entered in a register of approved auditors which shall be maintained by the CRO.
              (2) An auditor shall be regarded as qualified and approved by the QFC Authority to act as an auditor in the QFC and shall be entitled to be entered in the register maintained by the CRO if that auditor meets the criteria for approval set out in rules made by the QFC 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 the Regulatory Authority pursuant to the Financial Services Regulations.

            • Article 86 - Appointment and removal of auditor

              (1) An LLC shall appoint one or more auditors or a firm of auditors who shall examine and report on the LLC's accounts in accordance with these Regulations. Except as provided for in Article 86(6) and Article 88(4) the LLC shall give notice in writing to the CRO within 21 days of the first appointment and any subsequent change in auditor on the Prescribed Form together with the Prescribed Fee.
              (2) No person shall be appointed as auditor of an LLC who is an Officer or employee of that LLC or of an Affiliated Company or who is a partner, employer or employee of any such Officer or employee.
              (3) The directors of an LLC shall appoint the auditor of that LLC for its first financial year. In subsequent financial years, an LLC 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 the Members of the LLC 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, the CRO may, on the application of any Member, 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 an LLC may be removed by an Ordinary Resolution.
              (6) The LLC shall as soon as reasonably practicable and in any event not later than 5 days after the passing of the Ordinary Resolution referred to in Article 86(5) file a copy of the Ordinary Resolution with the CRO in the Prescribed Form together with the Prescribed Fee and if an Authorised Firm with the Regulatory Authority.
              Amended (as from 5th April 2015).

            • Article 87 - Remuneration of auditor

              (1) The remuneration of an auditor of an LLC appointed by the Members shall be fixed by the Members in general meeting or by the directors, if they are authorised to do so by the Members, 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 the CRO under Article 86, the CRO shall also fix the remuneration to be paid by the LLC for its or their services.
              (3) There shall be stated in a note to an LLC's audited accounts the amount of the remuneration of the LLC's auditors in their capacity as such.

            • Article 88 - Resignation of an auditor

              (1) An auditor of an LLC may resign from office by depositing a notice in writing to that effect at the LLC'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 the LLC'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 the Members or creditors of the LLC; 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), the LLC shall within 21 days send a copy of the statement to each director and Member of the LLC.
              (4) The LLC 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 the CRO in the Prescribed Form together with the Prescribed Fee and if an Authorised Firm with the Regulatory Authority.
              Amended (as from 5th April 2015).

            • Article 89 - Auditor's report to LLC

              (1) An LLC's auditor shall make a report to the LLC'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 these Regulations;
              (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 these Regulations or rules made by the Regulatory Authority under the Financial Services Regulations.

            • Article 90 - Powers and duties of auditor

              (1) An LLC's auditor shall, in preparing a report in relation to the accounts of the LLC, carry out such investigations as will enable the auditor to form an opinion as to the following matters:
              (A) whether proper accounting Records have been kept by the Company and proper returns adequate for the audit have been received from offices or branches of the LLC not visited by the auditor;
              (B) whether the LLC's accounts are in agreement with such accounting Records and returns; and
              (C) whether the LLC's accounts have been prepared in compliance with applicable accounting principles and standards.
              (2) If the auditor is of the opinion that proper accounting Records 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 accounting Records 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 an LLC's accounting and other books and Records and is entitled to require from an LLC'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 of Members 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 any Member, Officer, employee or agent of the LLC, shall not knowingly or recklessly make to the LLC'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 the LLC and is false, misleading or deceptive in a material particular.

            • Article 92 - Obstruction of auditor

              (1) An LLC, or any Officer of an LLC, or any person acting under the direction or authority of such an LLC or Officer, shall not engage in conduct, including without limitation the:
              (A) destruction or concealment of Documents;
              (B) coercion, manipulation, misleading, or influencing of the auditor;
              (C) failure to provide access to information or Documents specified by the auditor; or
              (D) failure to give any information or explanation which the person is able to give
              where the LLC, 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 the LLC 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 a Company limited by guarantee ("LLC(G)") may be incorporated in the QFC.
              (2) An LLC(G) is a Company which is formed by being incorporated under Part 3A of these Regulations.
              (3) A Company 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 its Members whose liability shall be limited to such amount as the Members 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 by Members, or any class of Members.
              (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) A Document 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 the QFC by signing and filing with the CRO an incorporation document together with the Prescribed Fee and otherwise complying with the requirements of these Regulations in respect of registration.
              (2) The Prescribed Form and incorporation document filed with the CRO shall set out or have attached thereto:
              (A) the name of the LLC(G) which must comply with Article 36 of these Regulations;
              (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 the QFC Law and Regulations;
              (C) the address of the registered office of the LLC(G), which shall be in the QFC;
              (D) the date of the financial year end of the LLC(G);
              (E) the full Name and Address of each of the incorporators of the LLC(G);
              (F) a statement of the fact that the liability of the Members 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 each Member undertakes that, if the LLC(G) is wound up while he is a Member or within 1 year after he ceases to be a Member, 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 a Member;
              (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 each Member's undertaking is governed by and shall be construed in accordance with the QFC Law and Regulations; and.
              (4) state that the Members submit all disputes arising out of or in connection with their undertaking to the exclusive jurisdiction of the QFC 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 these Regulations;
              (I) the full Name, 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 these Regulations; and
              (K) such other particulars as the CRO may require from time to time.
              (3) The incorporation document and all other documentation required to be submitted to the CRO shall be in English and shall be in such form as the CRO 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 the CRO.
              (2) On incorporation the CRO shall:
              (A) give a certificate that the LLC(G) is incorporated as an LLC(G)with the Name 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 the Name and registered number of the LLC(G) in the index of Names and registered numbers maintained by the CRO under these Regulations.
              (3) A certificate of incorporation shall be conclusive evidence that the LLC(G) is incorporated with the Name specified in it and that the requirements of these Regulations 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 a Body Corporate having the Name contained in the certificate of incorporation and is capable forthwith of exercising all the functions of an incorporated LLC(G).
              (5) A decision of the CRO refusing to issue a certificate of incorporation may be reviewed consistent with any applicable standards and procedures issued by the QFC 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 become Members of the LLC(G) by signing the incorporation Document and on incorporation shall be entered as such in the LLC(G)'s register of Members (other than any who have died or been dissolved).
              (2) Every other person who agrees to become a Member of the LLC(G) and whose Name is entered in the register of Members, is a Member of the LLC(G).
              (3) A person may cease to be a Member of an LLC(G) (as well as by death or dissolution) in accordance with the articles of association of the LLC(G).
              (4) A Member of an LLC(G) can be of any nationality and either a natural person or a Body Corporate.
              (5) The minimum number of Members of an LLC(G) is one.
              (6) Every LLC(G) shall keep a register of Members, together with:
              (A) the Name and Address of the Members;
              (B) the date on which each person was registered as a Member;
              (C) the date at which any person ceased to be a Member; and
              (D) in the case of an LLC(G) with different classes of Member, a statement of the class to which each Member belongs.
              Inserted (as from 5th April 2015).

            • Article 92G - Rectification of register of Members

              (1) If:
              (A) the Name of a person is, without sufficient reason, not entered in or omitted from an LLC(G)'s register of Members; or
              (B) there is a failure or unnecessary delay in entering on the register the fact of a person having ceased to be a Member
              a person aggrieved or a Member of the LLC(G), may apply to the CRO for rectification of the register.
              (2) The CRO may refuse the application or may order rectification of the register.
              (3) Whether or not the CRO exercises its power under Article 92G (2), the QFC Civil and Commercial Court may make one or more of the following orders:
              (A) on application of the CRO, an order enforcing any orders made by it under this Article 92G;
              (B) on application of a person aggrieved or a Member of the LLC(G), an order directing the CRO 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 the CRO; 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 the CRO or by the Ministry of Economy and Commerce of the State; or
              (C) which in the opinion of the CRO is offensive or otherwise undesirable.
              (3) Except with the approval of the CRO, an LLC(G) shall not be registered by a name which in the opinion of the CRO would be likely to give the impression that it is connected in anyway with the State.
              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 or LLC 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 these Regulations if it carries on any activities under a Name 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 expression
              Inserted (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 the QFC; and
              (B) carry on its activities at or from the registered office unless the QFC Authority permits such activities to be carried on at or from another place within the QFC.
              (2) On the incorporation of an LLC(G) the situation of its registered office shall be that stated in the incorporation Document.
              (3) A Document 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 the CRO 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 the QFC Authority, may appoint a Support 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 or Address; and
              (D) such other services as may be prescribed from time to time by the QFC Authority.
              (2) For the purposes of Article 92L of these Regulations:
              (A) where the Support Services Provider of the LLC(G) has a registered office in the QFC, the LLC(G) may use that office as its registered office;
              (B) where the Support Services Provider of the LLC(G) does not have a registered office in the QFC, the LLC(G) must itself maintain such an office in the QFC and will be considered to be carrying on its principal activity at that office irrespective of the location of its Support Services Provider.
              (3) Where an LLC(G) elects to appoint a Support Services Provider, it must notify the CRO, using the Prescribed Form and paying the Prescribed Fee, of any changes concerning its Support 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 of Members as provided for in Article 19(6);
              (B) Register of directors and secretary, including Name, Address, nationality, date of birth and Business occupation;
              (C) A copy of the statement of guarantee.
              (2) Any Member 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 every Officer of it who is in default is in contravention of these Regulations.
              (3) The requirement in Article 92O(1) may be waived by the CRO 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 to Business 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 the CRO 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 the Prescribed 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 the CRO together with payment of the Prescribed 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 these Regulations. 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 the CRO.
              (4) Where an LLC(G) is in contravention of these Regulations 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 these Regulations.
              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 of Members, the Name and Address of each Member of the LLC(G) and the amount of the undertaking provided by such Member;
              (2) the Name, Address, nationality, date of birth and Business 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 the CRO.
              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 the QFC Law in or from the QFC by way of Business pursuant to the relevant provisions of the FSR; and
              (B) contain any further statement as to the activities of the LLC(G) as the CRO may require in its absolute discretion.
              (2) The CRO 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 the CRO prescribes standard articles of association, an LLC(G) may subject to Article 92S(1) of these Regulations, 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 the CRO, 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 by Special 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 the Special Resolution or such later time as shall be specified in it.
              (3) Any alteration to the articles of association must be registered on the Prescribed Form, accompanied by the payment of the Prescribed Fee, with the CRO within 21 days of the Special Resolution to alter it being passed by the Members.
              Inserted (as from 5th April 2015).

            • Article 92U - Articles binding on LLC(G) and Members

              (1) Subject to the provisions of these Regulations, the articles of association when registered with the CRO bind an LLC(G) and its Members to the same extent as if they had been executed by the LLC(G) and by each Member, and contained covenants on the part of the LLC(G) and each Member to observe all the provisions of the articles of association.
              (2) A Member of an LLC(G) is not bound by an alteration made in the articles of association after the date on which he became a Member, 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 the Member 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 a Member, send such Member a copy of its articles of association including all alterations thereto, subject to the Member 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 its Holding 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 an Officer 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) a Body 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 of Members 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 the Members 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 a Special Resolution is to be proposed at the meeting set out the intention to propose a Special Resolution and attach a copy of the proposed Special 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 the Members 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 every Member entitled to receive it by delivering it to his registered Address, be it his Address recorded in the register of Members or such other Address as the Members 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 single Member) two Members personally present shall be a quorum;
              (C) any Member elected by the Members present at a meeting may be chairman of it; and
              (D) every Member has one vote.
              (2) Notwithstanding any provision to the contrary in the articles of association of an LLC(G) which has a single Member, at any meeting thereof one Member present in person or by proxy shall be a quorum.
              Inserted (as from 5th April 2015).

            • Article 92Z - Proxies

              (1) A Member of an LLC(G) entitled to attend and vote at its meeting of it is entitled to appoint another person (whether a Member or not) as his proxy to attend and vote instead. A Proxy appointed to attend and vote instead of a Member has the same right as the Member 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 a Member 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 a Member.
              (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 any Document 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) An Entity may:
              (A) if it is a Member 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 of Members 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 these Regulations or any other Regulations.
              (2) A person authorised as aforesaid shall be entitled to exercise the same powers on behalf of the Entity which it represents as that Entity could exercise as if it were an individual Member, 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 the Members, or any class thereof, or of the directors, is effected by a resolution in writing or decision of a sole Member or director in accordance with these Regulations, 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 a Member 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 the CRO, together with any Prescribed Fee, and recorded by it; and it must be either a printed copy or else a copy in some other form approved by the CRO.
              (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 the Members of an LLC(G) or resolutions of a sole Member to the extent that these would have been Special 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 or LLC 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 the QFC.
            (2) Subject to the provisions of this Part, a Company may be:
            (A) incorporated as a PCC; or
            (B) converted, if so authorised by its articles of association and approved by the CRO, into a PCC.
            (3) For the avoidance of doubt, and notwithstanding that a PCC may have created one or more Cells under this Part:
            (A) a PCC is a single legal person; and
            (B) the creation by a PCC of a Cell does not create, in respect of that Cell, a legal person separate from the PCC.
            (4) The provisions of Part 3 of these Regulations, save as amended or varied by this Part and unless the context requires otherwise, shall apply in relation to a PCC as if references therein to "LLC" were references to "PCC".

          • Article 94 - Creation of Cells

            A PCC may create one or more Cells for the purpose of segregating and protecting Cellular Assets in the manner provided by this Part.

          • Article 95 - Cellular and Non-Cellular Assets

            (1) The assets of a PCC shall be either Cellular Assets or Non-Cellular Assets.
            (2) It shall be the duty of the directors of a PCC:
            (A) to keep Cellular Assets separate and separately identifiable from Non-Cellular Assets; and
            (B) to keep Cellular Assets attributable to each Cell separate and separately identifiable from Cellular Assets attributable to other Cells.
            (3) The Cellular Assets of a PCC comprise the assets of the PCC attributable to the Cells of the PCC.
            (4) The assets attributable to a Cell of a PCC comprise:
            (A) assets represented by the proceeds of Cell Share Capital and reserves attributable to the Cell; and
            (B) all other assets attributable to the Cell.
            (5) For the purposes of Article 95(4), the expression "reserves" includes retained earnings, capital reserves and share premiums.
            (6) The Non-Cellular Assets of a PCC comprise the assets of the PCC which are not Cellular Assets.
            (7) Notwithstanding the provisions of Article 95(2), the directors of a PCC may cause or permit Cellular Assets and Non-Cellular Assets to be held:
            (A) by or through a nominee; or
            (B) by a PCC the Shares and capital interests of which may be Cellular Assets or Non-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 a PCC cause or permit Cellular Assets or Non-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 a PCC 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 a PCC 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 any Cellular Assets attributable to any Cell of the PCC to satisfy a liability not attributable to that Cell;
            (B) that if any party succeeds by any means whatsoever or wheresoever in using any Cellular Assets attributable to any Cell of the PCC to satisfy a liability not attributable to that Cell, that party shall be liable to the PCC 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 any Cellular Assets attributable to any Cell of the PCC to satisfy a liability not attributable to that Cell, that party shall hold those assets or their proceeds on trust for the PCC and shall keep those assets or proceeds separate and identifiable as such trust property.
            (4) All sums recovered by a PCC 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 a PCC 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 the PCC so as to compensate the Cell affected.
            (6) In the event of any Cellular Assets attributable to a Cell of a PCC being taken in execution in respect of a liability not attributable to that Cell, and insofar as such assets or compensation in respect thereof cannot otherwise be restored to the Cell affected, the PCC shall:
            (A) cause or procure its auditor, acting as expert and not as arbitrator, to certify the value of the assets lost by the Cell affected; and
            (B) transfer or pay to the Cell affected, from the Cellular or Non-Cellular Assets to which the liability was attributable, assets or sums sufficient to restore to the Cell affected the value of the assets lost.
            (7) Where under Article 96(6)(B) a PCC is obliged to make a transfer or payment from Cellular Assets attributable to a Cell of the PCC, and those assets are insufficient, the PCC shall so far as possible make up the deficiency from its Non-Cellular Assets.
            (8) This Article shall apply to Cellular and Non-Cellular Assets of a PCC 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 a Cell of a PCC:

            (1) shall only be available to the creditors of the PCC who are creditors in respect of that Cell and who are thereby entitled, in conformity with the provisions of this Part, to have recourse to the Cellular Assets attributable to that Cell; and
            (2) shall be absolutely protected from the creditors of the PCC who are not creditors in respect of that Cell and who accordingly are not entitled to have recourse to the Cellular Assets attributable to that Cell.

          • Article 98 - Cell Shares and Share capital

            (1) A PCC may, in respect of any of its Cells, create and issue Shares the proceeds of the issue of which shall be comprised in the Cellular Assets attributable to the Cell in respect of which the Cell Shares were issued.
            (2) The proceeds of the issue of Shares other than Cell Shares created and issued by a PCC shall be comprised in the PCC's Non-Cellular Assets.
            (3) A PCC may pay a dividend in respect of its Cell Shares.
            (4) Dividends may be paid in respect of Cell Shares by reference only to the Cellular Assets and liabilities, or the profits, attributable to the Cell in respect of which the Cell 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 other Cell of the PCC; 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 a PCC and to one or more Cells of a PCC.
            (2) In the application of Article 30 to a PCC, references in Article 30 to "LLC" shall be interpreted as references to a PCC or to a Cell of a PCC, as the case may be.

          • Article 100 - Name and articles of association of PCC

            (1) The name of a PCC shall end in the expression "Protected Cell Company", "PCC" or any cognate expression approved in writing by the CRO.
            (2) The articles of association of a PCC shall state that it is a PCC.
            (3) A PCC may, in order to comply with Article 100(2), alter its articles of association by Special Resolution.
            (4) Unless and until a PCC has complied with the provisions of this Article 100, it shall be deemed not to be a PCC.
            (5) Each Cell of a PCC shall have its own distinct name or designation.

          • Article 101 - Requirements for a PCC

            A Company may not be incorporated as a PCC, and an existing Company may not be converted into a PCC, unless:

            (1) the Regulatory Authority has consented in writing to the incorporation or conversion; and
            (2) the PCC is, or is to be:
            (A) an Insurer; or
            (B) a Collective Investment Fund.

          • Article 102 - Incorporation of Company as PCC

            A person wishing to incorporate a Company as a PCC shall make an application to the CRO for the incorporation of the PCC in accordance with Part 3 of these Regulations.

          • Article 103 - Liability of Cellular Assets

            (1) Subject to the provisions of Article 103(2), and save to the extent that the PCC may have agreed that a liability shall be the liability solely of the PCC's Non-Cellular Assets, or of the Cellular Assets attributable to a particular Cell of the PCC, where any liability arises which is attributable to a particular Cell of a PCC:
            (A) the Cellular Assets attributable to that Cell shall be primarily used to satisfy the liability;
            (B) the PCC's Non-Cellular Assets shall be secondarily used to satisfy the liability, provided that the Cellular Assets attributable to the relevant Cell have been exhausted; and
            (C) any Cellular Assets not attributable to the relevant Cell shall not be used to satisfy the liability.
            (2) In the case of loss or damage which is attributable to a particular Cell of a PCC and which is caused by fraud, the loss or damage shall be the liability solely of the PCC's Non-Cellular Assets, without prejudice to any liability of any person other than the PCC.
            (3) Any liability not attributable to a particular Cell of a PCC shall be the liability solely of the PCC's Non-Cellular Assets.
            (4) Notwithstanding the above provisions of this section:
            (A) the liabilities under Article 103(1)(A) of the Cellular Assets attributable to a particular Cell of a PCC 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 the PCC'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, a PCC may enter into arm's length transactions in respect of two or more of its Cells giving rise to reciprocal liabilities attributable to such Cells.
            (6) This Article 103 shall apply to the assets of the PCC 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 particular Cell;
            (B) whether any creditor is or is not a creditor in respect of a particular Cell;
            (C) whether any liability is or is not attributable to a particular Cell; or
            (D) the amount to which any liability is limited
            the QFC Civil and Commercial Court, on the application of the PCC, and without prejudice to any other right or remedy of any person, may issue a declaration in respect of the matter in dispute.
            (2) The QFC 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) A PCC shall prior to transacting with a person:
            (A) inform any person with whom it transacts that it is a PCC; and
            (B) for the purposes of that transaction, identify or specify the Cell in respect of which that person is transacting, unless that transaction is not a transaction in respect of a particular Cell.
            (2) If, in contravention of Article 105(1), a PCC:
            (A) fails to inform a person that he is transacting with a PCC, and that person is otherwise unaware that, and has no reasonable grounds to believe that, he is transacting with a PCC; or
            (B) fails to identify or specify the Cell in respect of which a person is transacting, and that person is otherwise unaware of, and has no reasonable basis of knowing, which Cell he is transacting with;
            then, in either such case:
            (C) the directors shall (notwithstanding any provision to the contrary in the PCC's articles of association or in any contract with the PCC or otherwise) incur personal liability to that person in respect of the transaction; and
            (D) the directors shall have a right of indemnity against the Non-Cellular Assets of the PCC, unless they were fraudulent, reckless or negligent, or acted in bad faith.
            (3) Notwithstanding the provisions of Article 105(2)(1), the QFC Civil and Commercial Court may relieve a director of all or part of his personal liability thereunder if he satisfies the QFC 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), the QFC Civil and Commercial Court relieves a director of all or part of his personal liability under Article 105(2)(C), the QFC 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 the Cellular or Non-Cellular Assets of the PCC as may be specified in the order.
            (5) Any provision in the articles of association of a PCC, and any other contractual provision under which the PCC may be liable, which purports to indemnify directors in respect of conduct which would otherwise disentitle them to an indemnity against Non-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 a PCC not otherwise attributable to any of its Cells shall be discharged from the PCC's Non-Cellular Assets.
            (2) Income, receipts and other property or rights of or acquired by a PCC not otherwise attributable to any Cell shall be applied to and comprised in the PCC'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 a PCC (whether compulsory or voluntary or subject to the supervision of the QFC Civil and Commercial Court and whether solvent or insolvent):
            (A) the assets forming part of the estate shall only be the Non-Cellular Assets;
            (B) the winding up shall not terminate any agency, or in any way whatsoever affect the authority or power, of any Officer, administrator, servant or agent of the PCC or any other person appointed over the PCC or any of the Cellular Assets; and
            (C) if and to the extent that any liquidator of the PCC has any dealing with, or has possession custody or control of, any of the Cellular 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), the Cellular Assets attributable to any Cell of a PCC, but not the Non-Cellular Assets of a PCC, may be transferred to another person, wherever resident or incorporated, and whether or not a PCC.
            (2) A transfer under Article 108(1) of Cellular Assets attributable to a Cell of a PCC shall not of itself entitle creditors of that PCC to have recourse to the assets of the person to whom the Cellular Assets were transferred.
            (3) No transfer of the Cellular Assets attributable to a Cell of a PCC may be made except under the authority of, and in accordance with the terms and conditions of, an order of the QFC Civil and Commercial Court under this Article (a "Cell transfer order").
            (4) The QFC Civil and Commercial Court shall not make a Cell transfer order in relation to a Cell of a PCC unless it is satisfied:
            (A) that the creditors of the PCC entitled to have recourse to the Cellular Assets attributable to the Cell consent to the transfer; or
            (B) that those creditors would not be unfairly prejudiced by the transfer.
            (5) The QFC Civil and Commercial Court, on hearing an application for a Cell 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) The QFC Civil and Commercial Court may attach such conditions as it thinks fit to a Cell transfer order, including conditions as to the discharging of claims of creditors entitled to have recourse to the Cellular Assets attributable to the Cell in relation to which the order is sought.
            (7) The QFC Civil and Commercial Court may make a Cell transfer order in relation to a Cell of a PCC notwithstanding that:
            (A) a liquidator has been appointed to act in respect of the PCC or the PCC has passed a resolution for voluntary winding up; or
            (B) an administration order has been made in respect of the Cell, the PCC or any other Cell thereof.
            (8) Notice of an application to the QFC Civil and Commercial Court for a Cell transfer order shall be served upon:
            (A) any liquidator or administrator of the PCC or the Cell concerned;
            (B) the Regulatory Authority; and
            (C) such other persons (if any) as the QFC Civil and Commercial Court may direct.
            (9) The provisions of this Article are without prejudice to any power of a PCC lawfully to make payments or transfers from the Cellular Assets attributable to any Cell of the PCC to a person entitled, in conformity with the provisions of this Part, to have recourse to those Cellular Assets.
            (10) For the avoidance of doubt, a PCC shall not require a Cell transfer order in order to invest, and change investment of, Cellular Assets or otherwise to make payments or transfers from Cellular Assets in the ordinary course of the PCC'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 the Insolvency Regulations in respect of a PCC or in respect of one or more Cells of a PCC.
            (2) Where an administrator is appointed under the Insolvency Regulations in respect of one or more Cells of a PCC, the relevant provisions of the Insolvency Regulations shall apply as if references therein to a Company were to be interpreted as references to a Cell.

        • Part 5: Part 5: Migration of Body Corporate

          Amended (as from 5th April 2015).

          • Article 110 - Transfer of incorporation to QFC

            (1) A Non-QFC Company may, if authorised by the laws of the jurisdiction in which it was incorporated, apply to the CRO for the continuation of the Non-QFC Company as a Company.
            (2) An application for continuation shall be made to the CRO by using the form prescribed by the CRO and shall:
            (A) be executed under seal and signed by an officer or director of the Non-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 the CRO.
            (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 these Regulations.

          • Article 111 - Certificate of continuation

            (1) Should the CRO approve the application, the CRO shall:
            (A) issue a certificate of continuation on the terms and conditions the CRO considers appropriate;
            (B) register the Company; and
            (C) allocate to the Company a number, which shall be the Company's registered number.
            (2) The CRO may refuse to issue a certificate of continuation if he considers it appropriate to do so.
            (3) The CRO 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) the Non-QFC Company becomes a Company to which this Regulation applies as if it has been incorporated under these Regulations;
            (2) the articles of continuation become the articles of the Company; and
            (3) the certificate of continuation is treated as the certificate of incorporation of the Company.

          • 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 a Company under these Regulations, the Company:

            (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) A Company may, if it is authorised by:
            (A) a Special Resolution of the shareholders; and
            (B) the CRO in the manner prescribed in rules made by the QFC Authority
            apply to the appropriate official or public body of a foreign jurisdiction to transfer its incorporation to the foreign jurisdiction and request that the Company be continued as a Non-QFC Company.
            (2) A Company shall not apply under Article 115(1) unless the laws of the foreign jurisdiction provide that the Non-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) A Company ceases to be a Company within the meaning of this Regulation when the Company is continued as a Non-QFC Company and when the Non-QFC Company files with the CRO a copy of the certificate or instrument of continuation certified by the appropriate official of the foreign jurisdiction.
            (4) When the CRO receives the foreign jurisdiction's certificate or instrument of continuation, the CRO must strike the name of the Company off the index of names maintained by the CRO.

          • Article 116 - Refusal to grant authorisation to transfer incorporation

            The CRO may refuse to authorise a Company to apply to be continued under Article 115(1).

        • Part 6: Part 6: Branches

          • Article 117 - Requirement for registered Branch

            (1) A Non-QFC Company shall not engage in or carry or purport to carry on any trade or Business activity in or from the QFC unless it is registered as a Branch with the CRO in accordance with Article 119 of these Regulations and shall comply with these Regulations in all other respects.
            (2) A Branch shall:
            (A) appoint and retain at all times a Principal Representative in the QFC who is authorised to accept service of any Document or notice on behalf of the Branch and to undertake any other function as may be prescribed by these Regulations or any subsequent Regulations;
            (B) have a principal place of Business in the QFC to which all communications and notices may be addressed; and
            (C) file with the CRO a notice of any change in the details of the:
            (i) persons authorised to accept service;
            (ii) Principal Representative of the Branch;
            (iii) address of the principal place of Business in the QFC;
            (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 the Non-QFC company; and
            (vi) directors of the Non-QFC company.
            (3) All documentation required to be submitted to the CRO 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) A Non-QFC Company wishing to establish a Branch in the QFC shall apply to the CRO for prior approval to establish a Branch in the QFC.
            (2) An application by a Non-QFC Company for approval to establish a Branch in the QFC shall:
            (A) be made to the CRO in such form and manner as the CRO may require from time;
            (B) describe the type of Business activity to be carried on from the Branch;
            (C) state the full address of the principal place of Business in the QFC;
            (D) state the full name and address of the person authorised to accept service on behalf of the Branch;
            (E) be accompanied by the following Documents, verified in such manner as the CRO may require:
            (i) a copy of the constitutional documents of the Non-QFC Company;
            (ii) a copy of the audited accounts of the Non-QFC Company for the preceding two years, save where the applicant Non-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 the Non-QFC Company to establish a Branch in the QFC;
            (iv) a power of attorney in favour of the person referred to in Article 117(2)(A);
            (v) a list of the full Name, Address, date of birth, nationality and business occupation of each director of the Non-QFC Company;
            (vi) a certified copy of the certificate of incorporation or other instrument evidencing the incorporation of the Non-QFC Company; and
            (vii) such other Documents or information as the CRO or QFC 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 the CRO or QFC Authority may require; and
            (G) be accompanied by any Prescribed Fee.
            Amended (as from 5th April 2015).

          • Article 119 - Acceptance or refusal of application to register a Branch

            (1) The CRO may on an application duly made in accordance with Article 118 accept or refuse the application.
            (2) Where the CRO accepts an application under this Article 119, it shall issue to the applicant a certificate of registration of the Branch in the QFC and such certificate shall be admissible in evidence in proceedings under these Regulations without further proof and shall be evidence of the facts certified or specified therein. A certificate of registration shall be conclusive evidence that the Non-QFC Company is registered with the name and number specified in it and that the requirements of these Regulations have been complied with in respect of the registration of the Non-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 the CRO refusing to accept an application to establish a Branch may be reviewed consistent with any applicable standards and procedures issued by the QFC Authority for such purpose.

          • Article 120 - Prohibition of Branch with an undesirable name

            (1) No Branch shall be registered with a name which is the same as or, in the opinion of the CRO, too like a name appearing in the index of names maintained by the CRO or which in the opinion of the CRO is offensive or otherwise undesirable.
            (2) If, in the opinion of the CRO, the name by which a Branch 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 the Branch to change its name within such period (being not less than 1 month) as the CRO may specify.
            (3) Such direction shall be complied with within the period specified in the direction or such longer period as the CRO may allow.
            Amended (as from 5th April 2015).

          • Article 121 - Principal Representatives

            Every Branch shall give notice in writing to the CRO of such particulars of its Principal Representative as the CRO may determine.

          • Article 122 - Register of Branches

            (1) The CRO shall maintain a register of Branches which shall include:
            (A) the name of the Branch and, if different, the name of the Non-QFC Company;
            (B) the principal place in the QFC from which the Branch engages in or carries on any Business in the QFC and the address of the registered office of the Non-QFC Company;
            (C) the name and address of the Principal Representative;
            (D) the Principal Representative of the Branch;
            (E) persons authorised to accept service;
            (F) the date and place of incorporation of its Non-QFC Company;
            (G) the date of registration of the Branch;
            (H) the registered number of the Branch;
            (I) constitutional documents of the Non-QFC company;
            (J) directors of the Non-QFC company; and
            (K) such other information as the CRO shall determine.
            (2) If any particulars required by Article 122(1) are altered, the Branch shall give notice in writing to the CRO of the particulars of the alteration within 21 days after the alteration is made on the Prescribed Form together with any Prescribed Fee.
            Amended (as from 5th April 2015).

          • Article 123 - Records to be kept by Branches

            (1) Every Branch shall keep proper accounting Records with respect to all sums of money received and expended by the Branch and all sales and purchases of goods and services and other transactions by the Branch and the assets and Liabilities of the Branch. Such Records shall be sufficient to show and explain all transactions by the Branch and must be such as to:
            (A) disclose with reasonable accuracy the financial position of the Branch at any time; and
            (B) enable the directors to ensure that any accounts prepared by the Branch comply with the requirements of these Regulations.
            (2) The Branch's accounting Records shall be:
            (A) kept at the Branch's principal place of Business;
            (B) preserved by the Branch 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 relevant Non-QFC Company.
            Amended (as from 5th April 2015).

          • Article 124 - Letterheads

            Once registered every Branch shall have the following particulars on all Business 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 the Branch name is different to the Non-QFC Company, the name shall include the words "QFC Branch of [the name of the Non-QFC Company];
            (3) the place of incorporation of the Non-QFC Company; and
            (4) the principal place in the QFC from which the Branch engages in or carries on any Business.
            Amended (as from 5th April 2015).

          • Article 125 - Name to appear outside place of Business

            (1) Every Branch 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 its Business is carried on, in a conspicuous position and in letters easily legible.
            (2) If a Branch does not paint or affix, and keep painted or affixed, its name as required as above, then the Non-QFC Company concerned and every Officer of it who is in default is in contravention of these Regulations.
            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 these Regulations, the Non-QFC Company, its Officers and any person who appears to the Regulatory Tribunal to be in charge of its affairs in the QFC shall be liable if so ordered by the Regulatory Tribunal to pay the financial penalties prescribed by the CRO.

            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 these Regulations 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 these Regulations referred to in Schedule 1; or
            (C) otherwise contravenes an Article of these Regulations referred to in Schedule 1
            commits a contravention of these Regulations.
            (2) In this Article 127, "person" does not include the QFC Authority, the Regulatory Authority, the CRO or the Registrar.

          • Article 128 - Involvement in contraventions

            (1) If a person is knowingly concerned in the contravention of these Regulations or any other Regulations conferring functions on the CRO 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 an Entity is knowingly concerned in a contravention of these Regulations or any other Regulations conferring functions on the CRO committed by an Entity, the officer as well as the Entity commits the contravention and is liable to be proceeded against and dealt with accordingly.
            (3) If the affairs of an Entity are managed by its Members, Article 128(2) applies in relation to the acts and defaults of a Member in connection with his functions of management as if he were a director of the Entity.
            (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 an Entity, 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 the QFC Authority, the Regulatory Authority or the CRO from detecting, investigating or prosecuting a contravention.
            (6) In this Article 128, "person" does not include the QFC Authority, the Regulatory Authority, the CRO or the Registrar.

          • Article 129 - Imposition of financial penalties

            (1) The QFC Authority may in rules prescribe procedures in relation to the imposition and recovery of financial penalties under these Regulations.
            (2) Where the CRO considers that a person has contravened a provision in these Regulations referred to in Schedule 1 and in relation to which a penalty is stipulated in that Schedule, 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 the CRO, then no proceedings may be commenced by the CRO against the person in respect of the relevant contravention; or
            (B) the person takes such action as is prescribed in rules made by the QFC Authority to object to the imposition of the penalty or has not paid the prescribed penalty to the CRO, the CRO may apply to the Regulatory Tribunal for, and the Regulatory 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 the Regulatory Tribunal sees fit for recovery of the penalty.
            (4) A certificate that purports to be signed by or on behalf of the CRO 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 notice
            in any proceedings commenced under this Article 129.
            (5) Where a person commits a contravention of these Regulations 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 these Regulations or any other Regulations.
            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 a Company or any Officer of it fails to comply with:
            (A) a provision of these Regulations or any other Regulations giving functions to the CRO; or
            (B) a requirement made by the CRO pursuant to any power under any such Regulations
            which requires either or both of them to deliver to or file with the CRO any Document or to give notice to it of any matter, the CRO may issue a direction that the Company or any Officer 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 these Regulations.
            (2) If a Company or any Officer of it fails to comply with a provision of these Regulations, or any other Regulations which requires either or both of them to comply with a lawful requirement in relation to another person, the CRO may issue a direction that the Company or any Officer 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 these Regulations.
            (3) If the CRO considers that the Company or any Officer of it has failed to comply with a direction, it may apply to the Regulatory Tribunal for one or more of the following orders:
            (A) an order directing the Company or Officer to comply with the direction or with any provision of the Regulations or any other Regulations giving functions to the CRO relevant to the issue of the direction;
            (B) an order directing the Company or Officer to pay any costs incurred by the CRO or other person relating to the issue of the direction by the CRO or the breach of these Regulations or such other Regulations relevant to the issue of the direction; or
            (C) any other order that the Regulatory Tribunal considers appropriate.
            (4) Nothing in this Article 130 shall prejudice the operation of any Article of these or any other Regulations providing for the imposition of financial penalties on a Company or any Officer in respect of a failure mentioned above, nor any powers that the CRO or other person or the Regulatory Tribunal may have under any other provision of these Regulations or any other Regulations.
            Amended by QFCA RM2012-1 (as from 11th April 2012)

          • Article 131 - Deregistration of Companies and Branches

            (1) If the CRO has reason to believe that:
            (A) a Company or Branch is not carrying on Business or is not in operation;
            (B) a Company or Branch is acting in contravention of these Regulations;
            (C) it is prejudicial to the interests of the QFC for a Company or Branch to remain on the register; or
            (D) a Company or Branch has failed for a period of 3 months to pay the financial penalties imposed by the CRO pursuant to these Regulations
            it may give notice to the Company or Branch that at the conclusion of 3 months from the date of the notice, the Company or Branch shall be struck off the register unless reason is shown to the contrary.
            (2) If, by the end of the 3 month period, the CRO:
            (A) has received confirmation that the Company or Branch is no longer carrying on Business or is not in operation; or
            (B) has not received from the Company or Branch sufficient reasons as to why the Company or Branch should not be struck off the register;
            the CRO may strike the name of the Company or Branch off the register and the Company or Branch shall be dissolved.
            (3) Where a Company or Branch is struck off the register under this Article, the liability of every director and Member of the Company or relevant Body Corporate, and in the case of the striking off of a Branch, the Body Corporate itself continues and may be enforced as if the Company or Branch had not been dissolved.
            (4) A Company or Branch may apply to the CRO for voluntary deregistration, at the conclusion of 3 months from the date of the application, the Company or Branch may be struck off the register. If the Company or the Branch is not carrying on Business or is not in operation, the CRO may elect, at its absolute discretion, to strike off the Company or Branch prior to the conclusion of the 3 months period provided that the Company or Branch has complied with any requirement under the Insolvency 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 the CRO; or
            (2) conceal information where the concealment of such information is likely to mislead or deceive the CRO.

        • 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 these Regulations or any other Regulations conferring functions on the CRO, 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), the QFC 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 the QFC Civil and Commercial Court sees fit, except where such liability is excluded under these Regulations or any Regulations conferring functions on the CRO.
            (3) Nothing in this Article 133 affects the powers that any person or the QFC 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) A Member of a Company may apply to the QFC Civil and Commercial Court on the ground that the Company's affairs are being or have been conducted in a manner which is unfairly prejudicial to the interests of some part of the Members (including at least himself) or that any actual or proposed act or omission by the Company (including an act or omission on its behalf) is or would be so prejudicial.
            (2) Pursuant to such application, the QFC Civil and Commercial Court may make an order to:
            (A) require the Company 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 the Shares of any Members of the Company or by the Company itself;
            (C) authorise proceedings to be brought in the name and on behalf of the Company by such person or persons and on such terms as the QFC Civil and Commercial Court may direct;
            (D) regulate the conduct of the Company's affairs in the future; or
            (E) make such other order as the QFC Civil and Commercial Court thinks fit.
            (3) If an order under this Article 134 requires the Company not to make any, or any specified, alterations in its articles of association, the Company shall not then without leave of the QFC Civil and Commercial Court make any such alteration.
            (4) An alteration in the Company's articles of association made by virtue of an order under this Article 134 is of the same effect as if duly made by Special Resolution of the Company, and the provisions of these Regulations apply to its articles of association as so altered accordingly.
            (5) The order of the QFC Civil and Commercial Court recording the making of an order under this Article 134 altering, or giving leave to alter, a Company's articles of association shall, within 21 days from the making of the order or such longer period as the QFC Civil and Commercial Court may allow, be delivered by the QFC Civil and Commercial Court to the CRO for registration.
            (6) Nothing in this Article 134 affects the powers that any person or the QFC 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) The CRO shall report to the QFC Authority in such manner as the QFC Authority may direct.
            (2) The QFC Authority shall provide the Minister with a written report on the exercise of the powers and performance of the functions of the CRO and its financial activities.
            (3) Such report shall be prepared and provided before the end of the first quarter of the financial year of the CRO or within such other period as the Minister may require and shall relate to the previous financial year.
            (4) Such report may be published by the QFC Authority without undue delay or within such time period as the Minister 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 the CRO.
            (2) Subject to the Security Regulations, these Regulations and any rules made by the QFC 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 the Security Regulations applies to the transaction to which the filing relates.
            (4) The QFC 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 the CRO; 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 further Regulations.
            (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 statement
            is 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 the QFC 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 the QFC 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 the CRO.
            (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) The CRO shall not accept a filing:
            (A) until any Prescribed Fees are paid; and
            (B) which does not provide information relating to each category listed in Article 138(5).
            (5) If the CRO is satisfied that an entry on the register was not filed in accordance with, or for the purposes of, this Part the CRO shall notify the Secured Party (or its agent) and any other person named on the financing statement. The CRO may remove the entry from the register 21 Business Days after such notification unless any recipient of such notice applies for an order from the QFC Civil and Commercial Court to maintain that entry on the register.
            (6) On application to the QFC Civil and Commercial Court under Article 139(5), the QFC Civil and Commercial Court may order that the entry on the register:
            (A) be maintained on any condition that the QFC Civil and Commercial Court considers appropriate; or
            (B) be removed
            and the CRO 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 the CRO 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 the CRO 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 the Security 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 the CRO.
            (2) A search result that purports to be authorised by the CRO, whether printed by the CRO 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) The CRO shall not authorise a search result until any Prescribed 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 these Regulations 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 the QFC 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 the CRO accordingly.
            (5) If the CRO 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 the QFC Civil and Commercial Court by a Secured Party, the QFC Civil and Commercial Court may order that the filing:
            (A) be maintained on any condition and for any period of time that the QFC Civil and Commercial Court considers appropriate, subject to Article 140 and Article 141; or
            (B) be discharged or amended
            and the CRO 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 the Shares, or all the Shares of any class or classes, in a Company (other than Shares 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 the Shares to which the offer relates or, where those Shares include Shares of different classes, in relation to all the Shares of each class.
            (2) In this Article, "Shares" means Shares which have been allotted on the date of the offer but a take-over offer may include Shares 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 any Shares shall for the purposes of this Article 148 be treated as being the same in relation to all the Shares or, as the case may be, all the Shares 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 the QFC 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) to Shares already held by the offeror includes a reference to Shares which he has contracted to acquire (which term shall include Shares which the offeror has an unconditional option to acquire) but shall not be construed as including Shares 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 "the Company" means the Company whose Shares 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 to Shares 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 the Shares to which the offer relates he may give notice to the holder of any Shares to which the offer relates which the offeror has not acquired or contracted to acquire that he desires to acquire those Shares.
            (2) If, in a case in which a take-over offer relates to Shares 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 the Shares of any class to which the offer relates, he may give notice to the holder of any Shares of that class which the offeror has not acquired or contracted to acquire that he desires to acquire those Shares.
            (3) No notice shall be given under Article 149(1) or (2) unless the offeror has acquired or contracted to acquire the Shares 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 acquire Shares 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 the Company 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 a Body Corporate (whether or not a Company within the meaning of these Regulations) 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 the Shares 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 terms
            the offeror shall be treated for the purposes of this Article 149 as having acquired or contracted to acquire those Shares by virtue of acceptances of the offer; but in any other case those Shares 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 any Shares under Article 149.
            (2) The offeror shall be entitled and bound to acquire those Shares on the terms of the offer.
            (3) Where the terms of an offer are such as to give the holder of any Shares a choice of payment for his Shares the notice shall give particulars of the choice and state:
            (A) that the holder of the Shares 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 aforesaid
            and 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 the Shares:
            (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 payment
            the 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 the Company; and
            (B) make payment to the Company for the Shares to which the notice relates.
            (6) The copy of the notice sent to the Company under Article 150(5)(A) shall be accompanied by an instrument of transfer executed on behalf of the Member by a person appointed by the offeror; and on receipt of that instrument the Company shall register the offeror as the holder of those Shares.
            (7) Where the payment referred to in Article 150(5)(B) is to be made in Shares 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 the Shares or securities to the Company.
            (8) Any sum received by a Company under Article 150(5)(B) and any other payment received under that paragraph shall not be the property of the Company but shall be held by the Company on behalf of the person entitled to the Shares in respect of which the sum or other payment was received.
            (9) Any sum received by a Company under Article 150(5)(B) and any dividend or other sum accruing from any other payment received by a Company 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 to Shares 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 the Shares to which the offer relates; and
            (B) those Shares, with or without any other Shares in the Company which he has acquired or contracted to acquire, amount to not less than nine-tenths in nominal value of all the Shares in the Company
            the holder of any Shares to which the offer relates who has not accepted the offer may by a written communication addressed to the offeror require him to acquire those Shares.
            (2) If a take-over offer relates to Shares 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 the Shares of any class to which the offer relates; and
            (B) those Shares, with or without any other Shares of that class which he has acquired or contracted to acquire, amount to not less than nine-tenths in nominal value of all the Shares of that class
            the holder of any Shares of that class who has not accepted the offer may by a written communication addressed to the offeror require him to acquire those Shares.
            (3) Within 1 month of the time specified in Article 151(1) the offeror shall give any Member 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 the Member notice in respect of the Shares in question under Article 149.
            (6) If the offeror fails to comply with Article 151(3) he and, if the offeror is an Entity, every officer of the Entity who is in default or to whose neglect the failure is attributable, commits a contravention.
            (7) If an offeror other than an Entity 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 a Member exercises his rights in respect of any Shares under Article 151.
            (2) The offeror shall be entitled and bound to acquire those Shares 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 of Shares a choice of payment for his Shares the holder of the Shares 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 choice
            and 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 the Shares:
            (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 payment
            the payment shall be taken to consist of an amount of cash payable by the offeror which at the date when the holder of the Shares 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 any Shares the QFC 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 the Shares; or
            (B) specify terms of acquisition different from those of the offer.
            (2) If an application to the QFC 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 any Shares exercises his rights under Article 151 the QFC 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 the Shares shall be such as the QFC Civil and Commercial Court thinks fit.
            (4) No order for costs or expenses shall be made against a Member making an application under Article 153(1) or (3) unless the QFC 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) the QFC 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 holding Shares to which the offer relates;
            (B) that the Shares which the offeror has acquired or contracted to acquire by virtue of acceptances of the offer, together with the Shares 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 reasonable
            but the QFC 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 of Members 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 necessary Shares 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 other Document 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 an Entity, signed by a director of that Entity.
            (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 holding Shares 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 the Shares, or all the Shares of any class or classes, in a Company shall be regarded as satisfied notwithstanding that the offer does not extend to Shares which associates of the offeror hold or have contracted to acquire; but Shares 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 the Shares 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 the Shares to which the offer relates, then, if the condition specified in Article 149(8)(A) or (B) is satisfied as respects those Shares they shall be treated for the purpose of that Article as Shares to which the offer relates.
            (3) In Article 151(1)(B) and Article 151(2)(B) the reference to Shares which the offeror has acquired or contracted to acquire shall include a reference to Shares 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) a Holding Company, Subsidiary or fellow Subsidiary of the offeror or a nominee of such a Holding Company, Subsidiary or fellow Subsidiary; or
            (C) a Body Corporate in which the offeror is substantially interested.
            (5) For the purposes of Article 155(4)(B) a Company is a fellow Subsidiary of another Body Corporate if both are Subsidiaries of the same Body Corporate but neither is a Subsidiary of the other.
            (6) For the purposes of Article 155(4)(C) an offeror has a substantial interest in a Body 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 the Share 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 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 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 these Regulations shall not affect its 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 these Regulations 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 these Regulations 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 these Regulations in which that reference occurs.
            (6) Each of the Schedules to these Regulations shall have effect as if set out in these Regulations and references to these Regulations shall include reference to the Schedules.
            (7) 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 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 or Officer of a Company means:
            (A) if an individual, his usual residential address; and
            (B) if an Entity, its registered or principal office
            Affiliated Company any Subsidiary, Holding Company or other member of the same Group
            Authorised 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 elsewhere
            Branch a branch of a Non-QFC Company registered in the QFC under these Regulations or any other Regulations
            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 a PCC for the purpose of segregating and protecting Cellular Assets in the manner provided by Part 4
            Cell Shares Shares created and issued by a PCC in respect of one of its Cells pursuant to the provisions of Article 97, the proceeds of the issue of which (the " Cell Share Capital") shall be comprised in the Cellular Assets attributable to that Cell
            Cell Share Capital the proceeds of issue of Cell Shares
            Cellular Assets the assets of a PCC attributable to the PCC Cells pursuant to Article 95(4)
            Collective Investment Fund a fund which is a Collective Investment Fund for the purposes of the Financial Services Regulations
            Company a company incorporated in the QFC under these Regulations or any other Regulations
            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 on Business with a view to a profit
            Financial Services Regulations the QFC Financial Services Regulations of 2005
            Group with respect to an Entity:
            (A) that Entity;
            (B) any Holding Company of the Entity;
            (C) any Subsidiary (direct or indirect) of that Entity or of any Holding Company of that Entity.
            Holding Company an Entity is a Holding Company of another Entity if the second Entity is a Subsidiary of the first Entity
            IFRS International Financial Reporting Standards
            Insolvency Regulations the QFC Insolvency Regulations of 2005
            Insurer a Company registered under these Regulations which is an Insurer for the purposes of the Financial 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 these Regulations as applicable
            Minister the Minister of Finance of the State
            Name in relation to a Member or Officer of a Company 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 an Entity, its corporate name or firm name.
            Nominal Capital the par value of a Share when issued
            Non-Cellular Assets the assets of a PCC which are not Cellular Assets
            Non-QFC Company a Body Corporate not incorporated in the QFC
            Officer any director or secretary of a Company from time to time
            Ordinary Resolution a resolution passed by simple majority of such Members of a Company as (being entitled to do so) vote in person or, where proxies are allowed, by proxy at a meeting of the Company of which notice specifying the intention to propose the resolution has been duly given
            PCC 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 stored
            Registrar the Registrar of the CRO appointed under Article 13 of these Regulations
            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
            Regulatory 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 the Company as (being entitled to do so) vote in person or, where proxies are allowed, by proxy at a meeting of the Company of which notice, specifying the intention to propose the resolution as a special resolution, has been duly given
            State the State of Qatar
            Subsidiary an Entity is a Subsidiary of another Entity if the second Entity:
            (A) holds a majority of the voting rights in the first Entity;
            (B) is a member of the first Entity (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 first Entity;
            (C) has the right to exercise a dominant influence over the management and operation of that other Entity through:
            (i) provisions contained in the constitutive documents of that other Entity; or
            (ii) any contractual arrangement relating to the management and operation of that other Entity; or
            (D) is a member of the first Entity (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 first Entity;
            or if the first Entity is a Subsidiary of another Entity which is itself a Subsidiary of the second Entity
            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 a Wholly Owned Subsidiary of another Entity if the first Entity has no Members except:
            (A) the second Entity; and
            (B) wholly owned subsidiaries of, or persons acting on behalf of, the second Entity or the second Entity'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 bearer Shares $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 of CRO $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 certain Documents $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 with CRO's direction to hold Company meeting $15,000
          77, 92FF Company failure to submit resolutions to CRO $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 its Support 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 of CRO $2,000
          121 Failure of Branch to give particulars of Principal 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 or Regulations 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 2008
          3   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

        QFC Reg No 4 – Contract Regulations
        Enactment Notice
        Part 1:
        Application and Commencement
        Article 1 - Citation
        Article 2 - Application
        Article 3 - Commencement
        Article 4 - Language
        Article 5 - Interpretation
        Part 2:
        Nature of Contract
        Article 6 - Freedom of contract
        Article 7 - Governing law and jurisdiction
        Article 8 - Form of contract
        Article 9 - Binding character of contract
        Article 10 - Exclusion or modification by the parties
        Article 11 - Usage and practices
        Article 12 - Notices
        Part 3:
        Formation of Contract
        Article 13 - Negotiations
        Article 14 - Confidentiality
        Article 15 - Manner of formation
        Article 16 - Definition of offer
        Article 17 - Withdrawal of offer
        Article 18 - Revocation of offer
        Article 19 - Rejection of offer
        Article 20 - Mode of acceptance
        Article 21 - Time of acceptance
        Article 22 - Acceptance within a fixed period of time
        Article 23 - Late acceptance and delay in transmission
        Article 24 - Withdrawal of acceptance
        Article 25 - Modified acceptance
        Article 26 - Conclusion of contract dependent on agreement on specific matters or in a specific form
        Article 27 - Contract with terms deliberately left open
        Article 28 - Entire agreement
        Article 29 - No variations
        Article 30 - Contracting under standard terms
        Article 31 - Validity of agreement
        Part 4:
        Validity
        Article 32 - Initial impossibility
        Article 33 - Relevant mistake
        Article 34 - Remedies for non-performance
        Article 35 - Misrepresentation
        Article 36 - Threat
        Article 37 - Illegality
        Article 38 - Confirmation
        Article 39 - Loss of right to avoid
        Article 40 - Notice of avoidance
        Article 41 - Time limits
        Article 42 - Retroactive effect of avoidance
        Article 43 - Damages
        Article 44 - Mandatory character of the provisions of Part 4
        Part 5:
        Interpretation
        Article 45 - Intention of the parties
        Article 46 - Interpretation of statements and other conduct
        Article 47 - Relevant circumstances
        Article 48 - Reference to contract of statement as a whole
        Article 49 - All terms to be given effect
        Article 50 - Contra proferentem rule
        Article 51 - Linguistice discrepancies
        Part 6:
        Content
        Article 52 - Express and Implied Obligations
        Article 53 - Implied Obligations
        Article 54 - Co-operation between the parties
        Article 55 - Duty to achieve a specific result and duty of reasonable efforts
        Article 56 - Determination of kind of duty involved
        Article 57 - Determination of quality of performance
        Article 58 - Price determination
        Article 59 - Contract for an Indefinite Period
        Article 60 - Release by agreement
        Part 7:
        Agency
        Article 61 - Authority of Agents
        Article 62 - Agency disclosed
        Article 63 - Agency undisclosed
        Article 64 - Agent acting without or exceeding his authority
        Article 65 - Liability of Agent acting without or exceeding his authority
        Article 66 - Duties of an Agent
        Article 67 - Conflict of interests
        Article 68 - Sub-agency
        Article 69 - Ratification
        Article 70 - Indemnification
        Article 71 - Affirmation
        Article 72 - Termination of authority
        Part 8:
        Performance
        Article 73 - Time of performance
        Article 74 - Performance at one time or in instalments
        Article 75 - Partial performance
        Article 76 - Order of Performance
        Article 77 - Earlier Performance
        Article 78 - Place of Performance
        Article 79 - Payment by cheque or other instrument
        Article 80 - Payment by funds transfer
        Article 81 - Currency of payment
        Article 82 - Currency not expressed
        Article 83 - Costs of performance
        Article 84 - Imputation of payments
        Article 85 - Onerous performance
        Part 9:
        Set-Off
        Article 86 - Conditions of set-off
        Article 87 - Set-off by notice
        Article 88 - Effect of set-off
        Part 10:
        Non-Performance
        Article 89 - Breach of contract
        Article 90 - Interference by the other party
        Article 91 - Withholding performance
        Article 92 - Remedy by non-performing party
        Article 93 - Additional period for performance
        Article 94 - Force Majeure
        Part 11:
        Remedies
        Article 95 - Performance of monetary obligation
        Article 96 - Performance of non-monetary obligation
        Article 97 - Repair and replacement of defective performance
        Article 98 - Judicial penalty
        Article 99 - Change of remedy
        Article 100 - Right to damages
        Article 101 - Compensation
        Article 102 - Harm due in part to aggrieved party
        Article 103 - Mitigation of harm
        Article 104 - Interest for failure to pay money
        Article 105 - Manner of monetary redress
        Article 106 - Currency in which to access damages
        Article 107 - Liquidated damages
        Article 108 - Limitation
        Article 109 - Effect of expiration of limitation period
        Part 12:
        Termination
        Article 110 - Right to terminate the contract
        Article 111 - Notice of termination
        Article 112 - Anticipatory non-performance
        Article 113 - Adequate assurance of due performance
        Article 114 - Effects of termination in general
        Article 115 - Restitution
        Part 13:
        Transfer of Rights and Obligations
        Article 116 - Assignment of rights
        Article 117 - Assignability of non-monetary rights
        Article 118 - Partial assignment
        Article 119 - Future rights
        Article 120 - Rights assigned without individual specification
        Article 121 - Agreement between assignor and assignee sufficient
        Article 122 - Obligor's additional costs
        Article 123 - Non-assignment clauses
        Article 124 - Notice to the Obligor
        Article 125 - Successive assignments
        Article 126 - Adequate proof of assignment
        Article 127 - Defences and rights of set-off
        Article 128 - Rights related to the right assigned
        Article 129 - Undertakings of the Assignor
        Article 130 - Sub-contracting
        Article 131 - Novation of contracts
        Article 132 - Discharge of the original Obligor
        Article 133 - Defences and rights of set-off
        Article 134 - Rights relating to the obligation transferred
        Part 14:
        Rights of Third Parties
        Article 135 - Contracts in favour of third parties
        Article 136 - Defences
        Article 137 - Revocation
        Article 138 - Renunciation
        Part 15:
        Interpretation and Definitions
        Article 139 - Interpretation
        Article 140 - Definitions

        • 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 Qatar

          Issued 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) These Regulations are made by the Minister pursuant to Article 9 of the QFC Law and shall apply in the QFC. To the fullest extent permitted by the QFC Law, the laws, rules and regulations of the State concerning the matters dealt with by or under these Regulations shall not apply in the QFC.
            (2) These Regulations 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) These Regulations shall apply to:
            (A) contracts between the QFC Authority, the Regulatory Authority, Appeals Body or QFC Institutions and persons licensed to operate in or from the QFC; and
            (B) all contracts between persons licensed to operate in or from the QFC
            if the parties have not agreed that any particular system or rules of law will govern their contract.
            (4) These Regulations shall apply to contracts between persons licensed to operate in or from the QFC and other persons where:
            (A) the parties have not agreed that any particular system or rules of law will govern their contract; and
            (B) these Regulations 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 the Minister.

          • 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 these Regulations and any other version, the English text shall prevail.

          • Article 5 - Interpretation

            Words and expressions used in these Regulations and interpretative provisions applying to these Regulations are set out in Part 15.

        • Part 2: Part 2: Nature of Contract

          • Article 6 - Freedom of contract

            (1) Every Person shall be free to enter into a contract and to determine its content provided that in the case of a natural Person he is aged 18 or above and he has not been declared incapable for reasons of mental illness.
            (2) Where a Person not of competent legal capacity enters into a contract, the contract is voidable:
            (A) at the election of that Person or his representative; or
            (B) by the order of the Tribunal.

          • 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 the Person to whom it is given.
            (3) For the purpose of Article 12(2) a notice "reaches" a Person when given to that Person orally or delivered at that Person's place of business (or if sent by post in accordance with Article 12(1) at that Person'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 third Person does not prevent a contract from coming into existence.
            (2) If the parties subsequently reach no agreement on the term or the third Person 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 reasonable Person 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 any Regulations or rules made pursuant thereto or would be illegal under any of the mandatory or criminal laws of the State 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 reasonable Persons 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 reasonable Person 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 reasonable Person 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 third Person, and that Person 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) An Obligee may release its right by agreement with the Obligor.
            (2) An offer to release a right gratuitously shall be deemed accepted if the Obligor 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 one Person ("the Principal") that another Person (the "Agent") may act on behalf of the Principal and from the consent of the Agent to act on behalf of the Principal.
            (2) The Agent 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 an Agent acts within the scope of its authority and a third party knew or ought to have known that the Agent was acting as an Agent, the acts of the Agent shall directly affect the legal relations between the Principal and the third party and, subject to Article 62(2), no legal relation is created between the Agent and the third party.
            (2) The acts of the Agent shall affect the relations between the Agent and the third party, where the Agent with the consent of the Principal undertakes to become the party to the contract.

          • Article 63 - Agency undisclosed

            (1) Where an Agent acts within the scope of his authority and the third party neither knew nor ought to have known that the Agent was acting as an Agent, the acts of the Agent shall affect the relations between the Agent and the third party, but the relations between the Principal and the third party shall only be affected under the conditions set out in paragraphs (2) and (3) of this Article.
            (2) If the Agent becomes insolvent, or if he commits a fundamental non-performance towards the Principal, or if prior to the time for performance it is clear that there will be fundamental non-performance:
            (A) on the Principal's demand, the Agent shall communicate the name and address of the third party to the Principal; and
            (B) the Principal may exercise against the third party the rights acquired on the Principal's behalf by the Agent, subject to any defences which the third party may have against the Agent.
            (3) If the Agent 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, the Agent shall communicate the name and address of the Principal to the third party; and
            (B) the third party may exercise against the Principal the rights the third party has against the Agent, subject to any defences which the Agent 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 the Agent and to the third party or Principal, respectively. Upon receipt of the notice, the third party or Principal is no longer entitled to render performance to the Agent.

          • Article 64 - Agent acting without or exceeding his authority

            (1) Where an Agent acts without authority or exceeds his authority, his acts do not affect the legal relations between the Principal and the third party.
            (2) However, where the Principal causes the third party reasonably to believe that the Agent has authority to act on behalf of the Principal and that the Agent is acting within the scope of that authority, the Principal may not invoke against the third party the lack of authority of the Agent.

          • Article 65 - Liability of Agent acting without or exceeding his authority

            (1) An Agent that acts without authority or exceeds his authority is, failing ratification by the Principal, liable for damages that will place the third party in the same position as if the Agent had acted with authority and not exceeded his authority.
            (2) However, the Agent is not liable if the third party knew or ought to have known that the Agent had no authority or was exceeding its authority.

          • Article 66 - Duties of an Agent

            An Agent shall be subject to the following duties towards his Principal:

            (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 the Principal's consent;
            (5) duty not to compete as to the subject matter of the agency;
            (6) duty not to act for a Person with conflicting interests; and
            (7) duty not to use or disclose confidential information belonging to his Principal or disclosed to him by a third party in relation to his activities as an Agent.

          • Article 67 - Conflict of interests

            (1) If a contract concluded by an Agent involves the Agent in a conflict of interests with the Principal of which the third party knew or ought to have known, the Principal may avoid the contract. The right to avoid is subject to Articles 38, 40, 41 and 42.
            (2) However, the Principal may not avoid the contract:
            (A) if the Principal had consented to, or knew or ought to have known of, the Agent's involvement in the conflict of interests; or
            (B) if the Agent had disclosed the conflict of interests to the Principal 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 the Agent to perform itself. The provisions of this Part 7 apply to the sub-agency.

          • Article 69 - Ratification

            (1) An act by an Agent that acts without authority or exceeds his authority may be ratified by the Principal. 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 the Principal specify a reasonable period of time for ratification. If the Principal does not ratify within that period of time he can no longer do so.
            (3) If, at the time of the Agent'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 the Principal indicate his refusal to become bound by a ratification.

          • Article 70 - Indemnification

            Where an Agent makes a payment on behalf of the Principal or suffers a loss which it is fair that the Principal should bear the Principal shall be subject to a duty to indemnify the Agent.

          • 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 an Agent:
            (A) remains authorised to perform the acts that are necessary to prevent harm to the Principal's interests;
            (B) shall remain under a duty of confidentiality to the Principal; 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) The Obligee 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 the Obligee has no legitimate interest in so doing.
            (2) Additional expenses caused to the Obligee by partial performance are to be borne by the Obligor 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) The Obligee 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 the Obligee by earlier performance are to be borne by the Obligor, 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 the Obligee'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, an Obligee 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 the Obligee has indicated a particular account, payment may be made by a transfer to any of the financial institutions in which the Obligee has made it known that he has an account.
            (2) In case of payment by a transfer, the obligation of the Obligor is discharged when the transfer to the Obligee'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 the Obligor 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 the Obligor to make payment in the currency in which the monetary obligation is expressed, the Obligee 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 the Obligor has not paid at the time when payment is due, the Obligee 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) An Obligor owing several monetary obligations to the same Obligee 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 the Obligor makes no such specification, the Obligee may, within a reasonable time after payment, declare to the Obligor 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 the Obligee has least security;
            (C) the obligation which is the most burdensome for the Obligor; 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 those Regulations.
            (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 by Force Majeure and the time for performance of the relevant obligation(s) shall be extended accordingly.
            (3) The party not affected by such Force Majeure shall be relieved from any obligation to make payment to the party affected by the Force 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 by Force Majeure shall:
            (A) forthwith notify the other party of the nature, extent, effect and likely duration of the circumstances constituting the Force Majeure;
            (B) use all reasonable endeavours to minimise the effect of the Force Majeure on its performance of his obligations; and
            (C) subject to Article 94(5) forthwith after the cessation of the Force Majeure notify the other party thereof and resume full performance of his obligations.
            (5) If any Force 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 the Tribunal 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 the Tribunal 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 the State.
            (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 the Tribunal.

          • 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, the Obligor 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 another Person (the "Assignee"), including transfer by way of security, of the Assignor's right to payment of a monetary sum or other performance from an Obligor.

          • 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 the Assignor and the Assignee, without notice to the Obligor.
            (2) The consent of the Obligor 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 the Assignor or the Assignee 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 the Assignor and the Obligor limiting or prohibiting such an assignment. However, the Assignor may be liable to the Obligor for breach of contract.
            (2) The assignment of a right to other performance is ineffective if it is contrary to an agreement between the Assignor and the Obligor limiting or prohibiting the assignment.
            (3) Nevertheless, the assignment is effective if the Assignee, at the time of the assignment, neither knew nor ought to have known of the agreement. The Assignor may then be liable to the Obligor for breach of contract.

          • Article 124 - Notice to the Obligor

            (1) Until the Obligor receives a notice of the assignment from either the Assignor or the Assignee, he is discharged by paying or rendering performance to the Assignor.
            (2) After the Obligor receives such a notice, he is discharged only by paying or rendering performance to the Assignee.

          • Article 125 - Successive assignments

            If the same right has been assigned by the same Assignor to two or more successive Assignees, the Obligor 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 the Assignee, the Obligor may request the Assignee to provide within a reasonable time adequate proof that the assignment has been made.
            (2) Until adequate proof is provided, the Obligor 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 the Assignor and indicating that the assignment has taken place.

          • Article 127 - Defences and rights of set-off

            (1) The Obligor may assert against the Assignee all defences that the Obligor could assert against the Assignor.
            (2) The Obligor may exercise against the Assignee any right of set-off available to the Obligor against the Assignor 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 the Assignor'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 the Assignee, except as otherwise disclosed to the Assignee, that:

            (1) the assigned right exists at the time of the assignment, unless the right is a future right;
            (2) the Assignor is entitled to assign the right;
            (3) the right has not been previously assigned to another Assignee, and it is free from any right or claim from a third party;
            (4) the Obligor does not have any defences;
            (5) neither the Obligor nor the Assignor has given notice of set-off concerning the assigned right and will not give any such notice; and
            (6) the Assignor will reimburse the Assignee for any payment received from the Obligor before notice of the assignment was given.

          • Article 130 - Sub-contracting

            (1) Unless the parties have agreed that the Obligor may not sub-contract his obligations without the consent of the Obligee, the Obligor may contract with another Person that such Person will perform the obligation in place of the Obligor without the consent of the Obligee.
            (2) If the Obligor sub-contracts its obligation he remains liable to the Obligee for the performance of the obligation.

          • Article 131 - Novation of contracts

            Novation of a contract means an agreement between the Obligee, the original Obligor and a third party (the "New Obligor") to transfer to the New Obligor the original Obligor'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 the New Obligor shall assume all such rights and obligations.

          • Article 133 - Defences and rights of set-off

            (1) The New Obligor may assert against the Obligee all defences which the original Obligor could assert against the Obligee.
            (2) The New Obligor may not exercise against the Obligee any right of set-off available to the original Obligor against the Obligee.

          • Article 134 - Rights related to the obligation transferred

            (1) The Obligee may assert against the New Obligor all its rights to payment or other performance under the contract in respect of the obligation transferred.
            (2) Security granted by any Person other than the New Obligor for the performance of the obligation is discharged, unless that other Person agrees that it should continue to be available to the Obligee.
            (3) Discharge of the original Obligor also extends to any security of the original Obligor given to the Obligee for the performance of the obligation, unless the security is over an asset which is transferred as part of a transaction between the original Obligor and the New 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 the Beneficiary 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 the Beneficiary's right against the Obligor 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 the Beneficiary 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 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; and
            (F) writing includes any form of representing or reproducing words in legible form.
            (2) The headings in these Regulations shall not affect their interpretation.
            (3) A reference in these Regulations 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 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.
            (5) A reference in an Article or other division of these Regulations 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 these Regulations in which that reference occurs.
            (6) 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 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, the Tribunal and any other institution or body created under Article 6 or Article 9 of the QFC Law
            QFC Law Law No. (7) of 2005 of the State
            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
            State the State of Qatar
            TDR Regulations Regulations enacted or to be enacted by the Council of Ministers pursuant to the QFC Law relating to the Tribunal and the resolution of disputes
            Tribunal the tribunal established by the TDR Regulations 2005

      • Data Protection Regulations 2005

        QFC Reg No 6 – Data Protection Regulations
        Enactment Notice
        Part 1:
        Application, Commencement and Interpretation
        Article 1 - Citation
        Article 2 - Application
        Article 3 - Commencement
        Article 4 - Language
        Article 5 - Interpretation
        Part 2:
        General Provisions for the Processing of Personal Data
        Article 6 - General requirements
        Article 7 - Requirements for legitimate Processing
        Article 8 - Processing of Sensitive Personal Data
        Article 9 - Transfers to jurisdictions with adequate levels of protection
        Article 10 - Transfers to jurisdictions without adequate level of protection
        Article 11 - Providing information where data obtained from the Data Subject
        Article 12 - Providing information where data not obtained from the Data Subject
        Article 13 - Confidentiality
        Article 14 - Security of Processing
        Part 3:
        Rights of Data Subjects
        Article 15 - Right to access, rectification, erasure and blocking of Personal Data
        Article 16 - Right to object to Processing
        Part 4:
        Records and Notifications to the QFC Authority
        Article 17 - Requirement to record operations and notify the QFC Authority
        Article 18 - Register of notifications
        Part 5:
        The QFC Authority
        Article 19 - General Powers of the QFC Authority
        Article 20 - Production of information
        Article 21 - Power to make Rules
        Part 6:
        Remedies, Liability and Sanctions
        Article 22 - Directions
        Article 23 - Claims
        Part 7:
        General Exemptions
        Article 24 - General Exemptions
        Part 8:
        Interpretation and Definitions
        Article 25 - Interpretation
        Article 26 - Definitions

        • 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 Qatar

          Issued 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 the Minister pursuant to Article 9 of the QFC Law and shall apply in the QFC. To the fullest extent permitted by the QFC Law, the laws, rules and regulations of the State concerning the matters dealt with by or under these Regulations shall not apply in the QFC.

          • Article 3 - Commencement

            These Regulations shall come into force on the date of signature by the Minister.

          • 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 these Regulations and any other version, the English text shall prevail.

          • Article 5 - Interpretation

            Words and expressions used in these Regulations and interpretative provisions applying to these Regulations 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 that Personal Data which they process is:
            (A) processed fairly, lawfully and securely;
            (B) processed for specified, explicit and legitimate purposes in accordance with the Data 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 of Data Subjects for no longer than is necessary for the purposes for which the Personal Data was collected or for which they are further processed.
            (2) Every reasonable step must be taken by Data Controllers to ensure that Personal 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) A Data 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 Process Personal Data if:

            (1) the Data Subject has unambiguously given his consent;
            (2) Processing is necessary for the performance of a contract to which the Data Subject is party or in order to take steps at the request of the Data Subject prior to entering into a contract;
            (3) Processing is necessary for compliance with any legal obligation to which the Data Controller is subject;
            (4) Processing is necessary in order to protect the vital interests of the Data Subject;
            (5) Processing is necessary for the performance of a task carried out in the interests of the QFC or in the exercise of QFC Authority, Regulatory Authority, Tribunal or Appeals Body functions or powers vested in the Data Controller or in a Third Party to whom the Personal Data is disclosed; or
            (6) Processing is necessary for the purposes of the legitimate interests pursued by the Data Controller or by the Third Party or parties to whom the Personal Data is disclosed, except where such interests are overridden by compelling legitimate interests of the Data Subject relating to the Data Subject's particular situation.

          • Article 8 - Processing of Sensitive Personal Data

            (1) A Data Controller shall not process Sensitive Personal Data unless:
            (A) the Data Subject has given his explicit consent to the Processing of that Personal Data;
            (B) Processing is necessary for the purposes of carrying out the obligations and specific rights of the Data Controller in the field of employment law;
            (C) Processing is necessary to protect the vital interests of the Data Subject or of another person where the Data Subject is physically or legally incapable of giving his consent;
            (D) the Processing 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 the Processing relates solely to the members of the body or to persons who have regular contact with it in connection with its purposes and that the Personal Data is not disclosed to a Third Party without the consent of the Data Subjects;
            (E) the Processing relates to Personal Data which is manifestly made public by the Data 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 the Data Controller is subject;
            (G) Processing is necessary to uphold the legitimate interests of the Data 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 the Data 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 a Data 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 that Personal 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 process Sensitive Personal Data from the QFC Authority; and
            (B) the Data Controller applies adequate safeguards with respect to the processing of the Personal Data.
            (3) An appeal against a decision of the QFC Authority to refuse to issue a permit to process Sensitive Personal Data may be made to the Tribunal.

          • Article 9 - Transfers to jurisdictions with adequate levels of protection

            (1) Subject to Article 10, a Data Controller may only transfer Personal Data to a Recipient located in a jurisdiction outside the QFC if an adequate level of protection for that Personal Data is ensured by laws and regulations that are applicable to the Recipient.
            (2) The adequacy of the level of protection ensured by laws and regulations to which the Recipient is subject as referred to in Article 9(1) shall be assessed in the light of all the circumstances surrounding a Personal Data transfer operation or set of Personal Data transfer operations, including, but not limited to:
            (A) the nature of the data;
            (B) the purpose and duration of the proposed Processing operation or operations;
            (C) if the data does not emanate from the QFC, 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) A Data Controller may transfer Personal Data to a Recipient 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) the QFC Authority has granted a permit for the transfer or the set of transfers and the Data Controller applies adequate safeguards with respect to the protection of this Personal Data;
            (B) the Data Subject has given his unambiguous consent to the proposed transfer;
            (C) the transfer is necessary for the performance of a contract between the Data Subject and the Data Controller or the implementation of precontractual measures taken in response to the Data Subject's request;
            (D) the transfer is necessary for the conclusion or performance of a contract concluded in the interest of the Data Subject between the Data Controller and a Third Party;
            (E) the transfer is necessary or legally required on grounds important in the interests of the QFC, or for the establishment, exercise or defence of legal claims;
            (F) the transfer is necessary in order to protect the vital interests of the Data 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 the Data Controller is subject;
            (I) the transfer is necessary to uphold the legitimate interests of the Data 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 the Data Subject's particular situation; or
            (J) the transfer is necessary to comply with auditing, accounting or anti money laundering obligations that apply to a Data Controller which is established in the QFC.
            (2) An appeal against a decision by the QFC Authority to refuse to issue a permit referred to in Article 10(1)(A) may be made to the Tribunal.

          • Article 11 - Providing information where data obtained from the Data Subject

            (1) A Data Controller shall provide a Data Subject whose Personal Data it collects with at least the following information immediately upon commencing to collect Personal Data in respect of that Data Subject:
            (A) the identity of the Data Controller;
            (B) the purposes of the Processing for which the Personal Data are intended; and
            (C) any further information in so far as such is necessary, having regard to the specific circumstances in which the Personal Data are collected, to guarantee fair Processing in respect of the Data Subject, such as:
            (i) the Recipients or categories of Recipients of the Personal 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 the Personal Data;
            (iv) whether the Personal Data will be used for direct marketing purposes; and
            (v) whether the Personal Data will be processed on the basis of Article 8(1)(G) or Article 10(1)(I).
            (2) A Data Controller need not provide that information otherwise required by Article 11(1)(C)(i) to the Data Subject if the Data Controller reasonably expects that the Data Subject is already aware of that information.

          • Article 12 - Providing information where data not obtained from the Data Subject

            (1) Where Personal Data has not been obtained from the Data Subject, a Data Controller or his representative must at the time of undertaking the recording of Personal Data or if a disclosure to a Third Party is envisaged, no later than the time when the Personal Data is first recorded or disclosed provide the Data Subject with at least the following information:
            (A) the Personal Data or categories of Personal Data concerned; and
            (B) the information set out in Article 11(1).
            (2) Article 12(1) shall not apply to require:
            (A) the Data Controller to provide information which the Data Controller reasonably expects that the Data 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 a Data Processor, including the Data Processor himself, who has access to Personal Data must not process it except on instructions from the Data Controller, unless he is required to do so by law.

          • Article 14 - Security of Processing

            (1) The Data Controller must implement appropriate technical and organisational measures to protect Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access and against all other unlawful forms of Processing, in particular where the Processing of Personal 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 the Processing and the nature of the Personal Data to be protected.
            (3) The Data Controller must, where Processing is carried out on its behalf, choose a Data Processor providing sufficient guarantees in respect of the technical security measures and organisational measures governing the Processing 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 the Data Controller upon request, at reasonable intervals and without excessive delay or expense:

            (1) confirmation as to whether Personal Data relating to him is being processed and, if so, information at least as to the purposes of the Processing, the categories of Personal Data concerned and the Recipients or categories of Recipients to whom the Personal Data is disclosed;
            (2) communication to him in an intelligible form of the Personal Data undergoing Processing and of any available information as to its source; and
            (3) as appropriate, the rectification, erasure or blocking of Personal Data the Processing of which does not comply with the provisions of these Regulations.

          • Article 16 - Right to object to Processing

            (1) A Data Subject has the right to:
            (A) object at any time on reasonable grounds relating to his particular situation to the Processing of Personal Data relating to him; and
            (B) be informed before Personal 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, the Processing instigated by the Data Controller shall no longer include that Personal Data.

        • Part 4: Part 4: Records and Notifications to the QFC Authority

          • Article 17 - Requirement to record operations and notify the QFC Authority

            (1) A Data Controller must establish and maintain a record of all wholly or partly automatic Personal Data Processing operations or set of such operations intended to secure a single purpose or several related purposes.
            (2) The QFC Authority may make Rules prescribing:
            (A) the information in relation to Personal Data Processing operations that must be recorded for the purposes of Article 17(1);
            (B) the circumstances in which a Data Controller must notify the QFC 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 of Personal 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) The QFC Authority has such functions and powers as may be conferred or expressed to be conferred on it, by or under these Regulations.
            (2) Without limiting the generality of Article 19(1), such powers and functions of the QFC Authority include the powers and functions, so far as are reasonably practicable, to:
            (A) access Personal Data processed by Data Controllers or Data 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 these Regulations;
            (D) issue warnings or admonishments and make recommendations to Data Controllers; and
            (E) bring contraventions of these Regulations to the attention of the Tribunal.

          • Article 20 - Production of information

            (1) The QFC Authority may require a Data Controller by written notice to:
            (A) give specified information; and
            (B) produce specified documents
            which relate to the Processing of Personal Data.
            (2) The Data 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) The QFC Authority may make Rules in respect of any matters related to the Processing of Personal Data and the regulation of Data Controllers.
            (2) In particular, the QFC Authority when exercising the power in Article 21(1) may make Rules in respect of:
            (A) forms, procedures and requirements under these Regulations;
            (B) the keeping of the register of notifications; and
            (C) the conduct of the QFC 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 these Regulations 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 the QFC Authority is satisfied that a Data Controller has contravened or is contravening these Regulations or Rules made for the purpose of these Regulations, the QFC Authority may issue a direction to the Data 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 from Processing any Personal Data specified in the direction or to refrain from Processing 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 these Regulations or Rules which the QFC Authority is satisfied is being or has been committed; and
            (B) a statement to the effect that the Data Controller may appeal a decision of the QFC Authority to issue the direction to the Tribunal.
            (3) An appeal against a decision by the QFC Authority to issue a direction pursuant to Article 22(1) may be made to the Tribunal.

          • Article 23 - Claims

            (1) A person who believes on reasonable grounds that he has been adversely affected by a contravention of the Regulations in respect of the Processing of his Personal Data or as regards the exercise of their rights under Articles 15 and 16 may file a claim with the QFC Authority.
            (2) The QFC 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), the QFC Authority may issue a direction requiring the Data Controller to do any act or thing.
            (4) A Data Controller shall comply with any direction issued by the QFC Authority under Article 22(1).

        • Part 7: Part 7: General Exemptions

          • Article 24 - General exemptions

            (1) These Regulations do not apply to natural persons in the course of their purely personal or household activities.
            (2) The QFC Authority may make Rules exempting Data Controllers from compliance with these Regulations or any parts of these Regulations.
            (3) Without prejudice to Article 24(1), Articles 9, 10, 11 and 12 shall not apply to the Regulatory Authority, QFC Authority or CRO if the application of those Articles would be likely to prejudice the proper discharge by those entities of their functions.

        • Part 8: Part 8: Interpretation and Definitions

          • Article 25 - 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 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 these Regulations shall not affect its 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 these Regulations 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 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.
            (6) Each of the Schedules to these Regulations shall have effect as if set out in these Regulations and references to these Regulations shall include reference to the Schedules.
            (7) 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 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 the Processing of Personal Data.
            Data Processor any person who processes Personal Data on behalf of a Data 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 whom Personal Data is disclosed, whether a Third Party or not; however, authorities which may receive Personal 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 the QFC Law, these Regulations or any other Regulation pursuant to which the QFC 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 the Council of Ministers pursuant to the QFC Law relating to the Tribunal 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.

        QFC Reg No 10 – QFC Employment Regulations
        Enactment Notice
        Part 1:
        Application, Interpretation and Commencement
        Article 1 - Citation
        Article 2 - Application
        Article 3 - Commencement
        Article 4 - Language
        Article 5 - Definitions and interpretation
        Part 2:
        Employment Standards Office
        Article 6 - Establishment of the Employment Standards Office
        Article 7 - Role and functions of the Employment Standards Office
        Part 3:
        General
        Article 8 - No waiver of minimum standards
        Article 9 - Calendar
        Article 10 - Minors
        Article 11 - Liability of Employer for Employees' conduct
        Article 12 - Immigration
        Article 13 - Information to be submitted to the State Labour Office
        Article 14 - Records
        Part 4:
        Non-Discrimination
        Article 15 - Prohibition on Discrimination
        Part 5:
        Whistleblowing
        Article 16 - Whistleblowing
        Part 6:
        Employment Terms
        Article 17 - Employment contract
        Article 17A - Part-Time Employees
        Article 17B - Fixed-Term Employees
        Article 18 - Probation period
        Article 19 - Obligations of Employees
        Article 20 - Restrictive covenants
        Article 21 - Impossibility of work
        Article 22 - Work description
        Article 23 - Termination of employment with notice
        Article 24 - Termination of employment without notice
        Article 25 - End of service
        Article 25A - Retirement and pension
        Part 7:
        Payment of Salary
        Article 26 - Payment of salary
        Article 27 - No unauthorised deductions
        Part 8:
        Work Hours and Leave
        Article 28 - Maximum weekly working time
        Article 29 - Reduced hours during Ramadan
        Article 30 - Overtime
        Article 31 - Exceptions
        Article 32 - Holidays
        Article 33 - Annual leave
        Article 34 - Dates of leave
        Article 35 - Leave during the first year of employment
        Article 36 - Compensation in lieu of leave
        Article 37 - Haj leave
        Article 38 - Sick leave
        Part 9:
        Employment of Women
        Article 39 - Equal pay
        Article 40 - Maternity leave
        Article 41 - Maternity pay
        Article 42 - No termination
        Article 42A - Termination after Marriage or Maternity Leave
        Part 10:
        Health, Safety and Welfare
        Article 43 - General duty
        Article 44 - Health and safety information
        Article 45 - Precautionary measures
        Article 46 - Obligations of Employees
        Article 47 - Obligations of Employer
        Article 48 - Health and disability insurance
        Part 11:
        Work-Related Injuries and Compensation
        Article 49 - Work-related injuries
        Article 50 - Treatment of work related injuries
        Article 51 - Compensation for work related injuries
        Article 52 - Exceptions
        Article 53 - Resolution of disputes
        Article 54 - Limitation period
        Part 12:
        Investigations and Proceedings
        Article 55 - Referral to the Employment Standards Office
        Article 56 - Investigations
        Article 57 - Determinations and orders by the Employment Standards Office
        Article 58 - Notifying others of determination
        Article 59 - Settlement agreements
        Article 60 - Obstruction of the Employment Standards Office and the Regulatory Tribunal
        Article 61 - Obligation to keep information confidential
        Article 62 - Appeal of the Employment Standards Office's determinations, decisions and fines
        Article 63 - Powers of the Regulatory Tribunal on appeal
        Article 64 - Rulemaking
        Part 13:
        Interpretation and Definitions
        Article 65 - Interpretation
        Article 66 - Definitions

        • 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 Qatar

          Ali Sharif Al-Emadi
          Minister of Finance of the State of Qatar

          Issued 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 the QFC.
            (2) These Regulations shall apply to:
            (A) Employees of the QFC Authority, the Regulatory Authority, the Civil and Commercial Court and the Regulatory Tribunal;
            (B) Employees of QFC Institutions; and
            (C) Employees of QFC Entities.
            (3) These Regulations shall not apply to persons who are employed as consultants or agents and those persons hired by any of the Employees identified in Article 2(2) who provide domestic services for such Employees.
            (4) Subject to Article 25A, no laws, rules and regulations of the State relating to employment shall apply to Employees 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) The Employer 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) An Employment Standards Office shall be established by the QFC Authority pursuant to Article 6 of the QFC Law.
            (2) The Employment Standards Office shall administer these Regulations and all aspects of employment within the QFC.
            (3) The Employment Standards Office shall be managed by the QFC Employment Standards Officer who shall determine its procedures and management.
            (4) The Employment Standards Office shall be subject to the supervision of the QFC Authority which shall have the power and function to:
            (A) ensure that the Employment Standards Office exercises its statutory powers and performs its statutory functions;
            (B) review the performance of the Employment Standards Office and the use of its resources; and
            (C) give the Employment Standards Office written directions as to the furtherance of any of its objectives or the performance of its functions.
            (5) The QFC Authority may make rules to the extent set out in the QFC Law, these Regulations and any other Regulations conferring powers, duties or functions on the QFC 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 the QFC Law, these Regulations and any other Regulations.
            (6) The Ministry of Labour, the Ministry of Interior and all other relevant Ministries and State authorities and bodies shall cooperate with the QFC 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 all State 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 the State, and to represent the QFC in dealings with such authorities;
            (3) to keep and maintain in such form as it shall determine a register in respect of each Employee, to record in such register all documents and information which falls to be filed with or delivered to the Employment Standards Office in respect of Employees; 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 an Employer from providing in any contract of employment, terms and conditions of employment that are more favourable to the Employee 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) An Employer is liable for any act of an Employee done in the course of employment.
            (2) An Employer is not liable for an act of an Employee if the Employer proves it took reasonable steps to prevent the Employee from doing that act, or from doing, in the course of employment, acts of that description.

          • Article 12 - Immigration

            (1) The Employer shall obtain an Employer's Identity Card from the QFC Immigration Office in accordance with Article 8 of the Immigration Regulations.
            (2) Every Employer of Sponsored Employees must comply with the Immigration Regulations and all other QFC Regulations.

          • Article 13 - NOT USED

            Deleted (as from 18th July 2019)

          • Article 14 - Records

            (1) The Employer shall maintain the following records:
            (A) in respect of each Employee: 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 each Employee, any additional wages paid to the Employees, and the amounts of any deductions and the net wages received by each Employee;
            (C) a register of any work injuries showing the work injuries sustained by any Employee;
            (D) an end of service register containing the names of the Employees 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 the Employer's principal place of business in the QFC and retained by the Employer for two (2) years after the employment terminates. If the Employer leaves the QFC prior to the expiry of the above two (2) year period the Employer 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) An Employer 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 an Employer discriminates against a disabled person if the Employer 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) An Employer must have policies and procedures implementing the requirements of this Article and must ensure they are known by their Employees.
            (6) An Employer may confer upon Employees 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 upon Employees 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) The Employer shall give each Employee a written employment contract which shall include at a minimum:
            (A) the name of the Employer and the Employee;
            (B) the date of commencement of employment;
            (C) the Employee'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 the Employee; 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) A Part-time Employee is an Employee who works fewer hours than the standard full-time working hours determined by the Employer. A Part-time Employee may work:
            (A) the same number of days in a week as a Full-time Employee, but fewer hours;
            (B) the same number of hours in a day as Full-time Employee, but fewer days; or
            (C) fewer hours and days than a Full-time Employee.
            (2) Unless expressly provided otherwise in these Regulations, a Part-time Employee has the same rights conferred by these Regulations as a Full-time Employee.
            (3) The entitlements of a Part-time Employee must be calculated on a pro-rata basis.
            (4) However, if a Part-time Employee works the same number of days in the week as a Full-time Employee, the number of days entitlement to each of the following must be calculated as if the Part-time Employee were a Full-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 the Employee to a probation period, provided that the probation period shall not exceed six (6) months.
            (2) The Employee shall not be subjected to more than one (1) probation period with the same Employer except for cause.
            (3) If such a probation period exists the Employer may terminate the employment contract within the terms of the probation period if it determines that the Employee is not capable of carrying out the work for which he has been employed. In such a case the Employer shall give the Employee no less than two (2) weeks written notice.

          • Article 19 - Obligations of Employees

            (1) Employees shall, except as specified by their Employers 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 the Employer concerning the performance of the work provided that the orders do not contravene the QFC Law or any regulations, rules, policies or procedures issued thereunder, the criminal laws of the State or the employment contract and provided that the carrying out of these orders will not subject the Employee to danger;
            (D) not work for third parties (with or without payment) without the consent of the Employer;
            (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 the Employer;
            (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 the Employer within the limits of available facilities;
            (I) not disclose any confidential information of the Employer 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 the Employer 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 the Employer.

          • Article 20 - Restrictive covenants

            Any provision in an Employee's employment contract that provides that the Employee may not work on any similar projects or for a company which is in competition with the Employer must be reasonable, must not constitute an unreasonable restraint on trade, and must be appropriate to the circumstances of the Employee's employment with the Employer.

          • Article 21 - Impossibility of work

            The Employer shall undertake to provide the Employee with all resources needed to carry out his work. If the Employee arrives at his place of work ready to perform his duties but cannot do so due to reasons beyond his control, the Employee 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 the Employee's job title, work description or location within the State from time to time, and must provide prompt notice to the Employee of such change or changes. If a condition of employment is substantially altered, the Employee may seek a determination from the Employment Standards Office that his employment has been constructively terminated.

          • Article 23 - Termination of employment with notice

            (1) Except as otherwise provided for in these Regulations Employers and Employees must provide notice of their intent to terminate employment.
            (2) The notice required to be given by an Employer or Employee to terminate an Employee's employment, where the Employee 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 the Employer shall pay the Employee his salary during the notice period.
            (4) This Article shall not prevent an Employer and Employee 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 the Employee to terminate the employment without notice in the event of a material breach of the employment contract or these Regulations by the Employer.

          • Article 24 - Termination of employment without notice

            (1) An Employer may terminate an Employee's employment without notice in the circumstances set out below:
            (A) there has been a material breach by the Employee of his employment contract or these Regulations;
            (B) the Employee has submitted false documents or certificates;
            (C) the Employee has committed a mistake that has resulted in substantial financial losses to the Employer;
            (D) the Employee has violated more than once instructions related to the safety of other Employees and the establishment despite being issued a previous written warning;
            (E) the Employee has committed several breaches of his employment contract or these Regulations which do not individually constitute a material breach and the Employer has previously warned the Employee in writing;
            (F) the Employee divulges secrets of the Employer;
            (G) the Employee is found intoxicated with alcohol or under the influence of illegal narcotics while on duty;
            (H) the Employee physically assaults his Employer or other Employees;
            (I) the Employee 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) the Employee is found guilty in a court verdict of a crime which the Employer in its absolute discretion considers sufficiently serious to merit dismissal; or
            (K) the Employee has otherwise engaged in gross misconduct.
            (2) In the event of such termination, at the request of the Employee the Employer shall provide a written statement of the reason for the termination and of the Employee's recourse.

          • Article 25 - End of service

            (1) Upon the end of service of an Employee, the Employer shall comply with the terms of the employment contract in respect of termination of contract.
            (2) An Employer shall pay all outstanding wages and other fees owing to an Employee within thirty (30) days after the Employer or Employee terminates the employment.

          • Article 25A - Retirement and pension

            (1) Notwithstanding Article 2(4) (Application), the Retirement 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 the Council of Ministers and notified by that Council in writing of the determination.
            (2) All Employers described in paragraph (1) shall cooperate with the General Retirement and Social Insurance Authority and take the necessary steps to implement the Retirement and Pensions Law.
            (3) The application of the Retirement and Pensions Law pursuant to paragraph (1) shall take effect from the date prescribed in the Council 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 the Employee should be paid in the currency stated in the employment contract or any other currency agreed between the Employer and the Employee.
            (2) The Employer shall pay the Employee his salary at least monthly.
            (3) The Employer shall give to the Employee 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 an Employee's salary or accept payment from an Employee, unless:

            (1) the deduction or payment is required or authorised by law or regulation or the Employee's contract of employment;
            (2) the Employee 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 the QFC Employment Standards Office, the Civil and Commercial Court or the Regulatory 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, an Employee 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) Fasting Employees 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 the Employer shall pay the Employee for the additional working hours at the rate of not less than the basic wage plus any additional amount agreed with the Employee, or provide the Employee 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 the Employer;
            (E) One (1) working day for National Sport Day; and
            (F) any other day declared by the State as a public holiday and announced by the QFC Authority as applicable to the QFC
            (2) If the circumstances of the work require the Employee to work during any such holidays the Employee shall be compensated for the rest day by another day, or as otherwise agreed by the Employer and Employee.
            Amended by QFC Reg 2012-1 (as from 11th April 2012)

          • Article 33 - Annual leave

            (1) Subject to Article 35 an Employer shall give a full time Employee paid annual leave of not less than twenty (20) working days to be accrued pro rata for Employees who have been employed for at least three (3) months.
            (2) An Employer shall ensure that the Employee takes annual leave within twelve (12) months after completing the year of employment entitling the Employee to the annual leave.
            (3) Annual leave is exclusive of national holidays to which an Employee is entitled.
            (4) An Employee is not entitled to payment in lieu of accrued annual leave except where:
            (A) the Employee's employment is terminated; or
            (B) the Employer agrees otherwise.
            (5) An Employee 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) The Employee may elect to take annual leave by giving written notice to the Employer consistent with the terms of his employment specifying the days on which leave is to be taken and subject to any requirement imposed by the Employer under paragraph (2) below.
            (2) The Employer may for good cause request an Employee to take annual leave on specified dates by giving written notice to the Employee.
            (3) Subject to paragraph (1) above, the Employer shall allow the Employee to take his annual leave in blocks of one (1) or more weeks, if requested.
            (4) An Employee may postpone up to half of his annual leave to the following year if his Employer consents.

          • Article 35 - Leave during the first year of employment

            (1) During the first year of employment the amount of annual leave an Employee 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 the Employee'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 an Employee's employment is terminated for any reason, the Employee shall be entitled to payment in lieu of annual leave accrued but not taken, equivalent to the Employee's salary for the leave days which he has not taken.
            (2) If the Employee has taken more annual leave days than he has accrued at the termination date, a sum equivalent to the Employee's salary for the additional leave days shall be deducted from the Employee's final salary payment.

          • Article 37 - Haj leave

            (1) Muslim Employees 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) The Employer shall specify the number of Employees who may be granted such leave annually in accordance with the work requirements subject to giving priority to Employees who have been in continuous service for a longer period whenever the circumstances of work permit.

          • Article 38 - Sick Leave

            (1) An Employee is entitled to a total of 60 working days' sick leave in any 12-month period.
            (2) An Employee who is absent due to illness must notify the Employer as soon as reasonably practicable, either himself or through another person, that the Employee is unable to fulfil his duties.
            (3) If required by the Employer, the Employee 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) An Employee has the right to receive his Usual Salary during sick leave taken in accordance with this Article.
            (5) An Employer is entitled to withhold the payment of sick pay if the Employee fails to give the notice required under paragraph (2) unless the Employee provides medical certificates as may be required under paragraph (3) of this Article.
            (6) If an Employee is absent due to illness for more than an aggregate of 60 working days in any 12-month period, the Employer may terminate the employment in writing immediately without notice.
            (7) An Employee 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 male Employee if she performs similar work. She shall be offered the same training and promotion opportunities.

          • Article 40 - Maternity leave

            (1) A female Employee who has been employed by an Employer 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 female Employee 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 the Employee proposes to begin her maternity leave.
            (4) An Employer 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 female Employee shall not prejudice her entitlement to any other leave.
            (6) The maternity rights granted under these Regulations shall apply to a female Employee 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) An Employee 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) An Employee on maternity leave must receive full pay for the first 7 weeks and then half pay for the remaining 7 weeks.
            (2) The Employer 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 the Employee during the latter 7 weeks of maternity leave.
            (3) An Employee 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 an Employee working for at least 6 hours a day is entitled.
            (3) The Employer must grant the Employee nursing hours until the child, for whose birth the Employee took the maternity leave, reaches 1 year of age. During the holy month of Ramadan, nursing breaks can be provided only to Employees working for at least 6 hours a day.
            (4) The Employee must agree a suitable nursing hour schedule acceptable to her Employer.
            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 an Employer terminates the Employment of a female Employee within the 6 months after her marriage or childbirth, the Employer must prove the termination is not because of marriage or pregnancy. If the Employer fails to provide such proof, the Employer must pay compensation equal to the salaries the Employee 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 its Employees.

          • Article 44 - Health and safety information

            The Employer shall at the time of recruitment inform the Employee of any work related risks and hazards and the safety measures to be taken.

          • Article 45 - Precautionary measures

            (1) Without limiting the Employer's general duties under Article 43, the Employer shall, as far as is reasonably practicable:
            (A) provide and maintain a workplace that is safe, presents no risks to an Employee'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 to Employees 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) The Employer may not deduct any sum from an Employee's salary in return for providing these safety measures.
            (3) If the Employer refuses to take the required precautionary measures or if an imminent danger threatens the health or safety of the Employees, at the request of an Employee or on its own motion the Employment Standards Office may order the Employer to suspend operations in all or part of the relevant premises until the cause of the danger has been eliminated. In such a case the Employer shall pay the salary of the Employees in full during the period of suspension.

          • Article 46 - Obligations of Employees

            (1) The Employee shall not carry out or refuse to carry out any task with the intention of hampering the implementation of the Employer's instructions concerning the protection of Employees and their safety or with the intention of damaging or interrupting the functioning of any appliances or equipment prepared for this purpose.
            (2) The Employee shall use the protective equipment and clothes meant for this purpose provided to him by the Employer and shall obey all instructions of the Employer aimed at protecting the Employee from injury and disease.
            (3) Every Employee has a duty, while at work, to take reasonable care of his own health and safety and that of other Persons who may be affected by the Employee's conduct.

          • Article 47 - Obligations of Employer

            (1) An Employer 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 the Employees. The use of the box shall be entrusted to an Employee trained in first-aid.
            (2) If the number of the Employees 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 the Employee 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 an Employee dies while performing his work or as a result of his work or sustains a work-related injury, the Employer or his representative shall immediately notify the Employment Standards Office of the incident, who shall inform the police of the State.
            (2) The notification shall include the name, age, profession, address and nationality of the Employee 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 the Employer or his representative and the statement of the injured Employee 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 the Employment Standards Office and a copy to the Employer. The Employment 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 the Employer as prescribed by the competent medical authority.

          • Article 51 - Compensation for work related injuries

            (1) Where an Employee sustains an employment injury, or dies as a result of an employment accident or contracts an occupational disease, the Employer 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 the Employment Standards Office and any final determination by the Employment Standards Office may be appealed to the Regulatory 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) the Employee intended to injure himself;
            (2) the Employee 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) the Employee violated the safety instructions of the Employer or was grossly negligent in the carrying out of these instructions and such violations or negligence were the cause of the injury; or
            (4) the Employee 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 the Employer as to the ability of the Employee 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 the Employment Standards Office and any final determination by the Employment Standards Office may be appealed to the Regulatory 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 the Employee.

        • Part 12: Part 12: Investigations and Proceedings

          • Article 55 - Referral to the Employment Standards Office

            (1) An Employee, former Employee or any other person may make a complaint to the Employment Standards Office that a person has committed a contravention of these Regulations.
            (2) An Employee may request that the Employment Standards Office review any penalty imposed on him by his Employer 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 the Employment 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, the Employment 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 the Employment 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) The Employment Standards Office may refuse to accept, review, mediate, investigate or otherwise resolve a complaint or may stop or postpone any such activity if:
            (A) the Employment 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) the Employment Standards Office, the Civil and Commercial Court or the Regulatory 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 the Employment 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 the Employment Standards Office makes any determination or order, the Employment Standards Office shall give the person under investigation an opportunity to be heard.
            (6) During the course of an investigation, the Employment Standards Office shall provide translation services in a language understood by the Employee, if the Employment Standards Office considers that such Employee 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, the Employment 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 the Employment Standards Office in connection with an investigation.
            (2) In addition to paragraph (1) above, if satisfied that an Employer has contravened a provision of these Regulations or any rule, policy or order issued thereunder, the Employment Standards Office may order the Employer to do one (1) or more of the following:
            (A) pay all due salary payments to an Employee;
            (B) pay a person compensation;
            (C) pay a person any amount which the Employment 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 the Employment 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 the QFC, the Employment Standards Office may impose a financial penalty on an Employer 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 the Employment Standards Office or in respect of
            (i) a determination; or
            (ii) a requirement, or information about these Regulations.
            (3) The Employment Standards Office shall serve an Employer with notice of a requirement imposed under paragraphs (1) and (2) above.
            (4) A person on whom the Employment 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, the Employment Standards Office shall dismiss the complaint.
            (6) The Employment 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, the Employment 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 an Employer 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 the Regulatory Tribunal.
            (2) Any person against whom a determination has been issued under Article 57 (Determinations and orders by the Employment Standards Office) may request from the Employment Standards Office written reasons for the determination and the Employment 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 an Employee 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 the Employment Standards Office or the Regulatory Tribunal;
            (3) failure to appear before the Employment Standards Office or the Regulatory 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 the Regulatory 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 the Employment Standards Office may appeal the matter to the Regulatory Tribunal.
            (2) The appeal shall be filed within thirty (30) days of receipt of the determination, decision, or fine appealed.
            (3) The Regulatory Tribunal may grant a stay of the decision appealed from until the disposition of the appeal.
            (4) The Regulatory Tribunal may attach conditions to the stay, including requiring a party to deposit as security part or all of a monetary order.
            (5) The Employment Standards Office shall provide the Regulatory Tribunal with the record that was before the Employment Standards Office at the time the determination, order or fine was made, including any witness statement and documents considered by the Employment Standards Office.
            (6) The Employment Standards Office is a party to an appeal under this section of any determination, decision or fine under appeal.
            (7) The Employment Standards Office shall comply with any directions the Regulatory Tribunal give to the Employment 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, the Regulatory Tribunal may:
            (A) refer the matter back to the Employment Standards Office for further investigation; or
            (B) recommend that an attempt be made to settle the matter.
            (2) The Regulatory Tribunal may dismiss an appeal without a hearing of any kind if satisfied that:
            (A) the appeal is not within the Regulatory 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 the Regulatory 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 the Employment 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) The QFC 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 for Employees or classes or Employees;
            (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 the State 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 the State.
            Employee A Sponsored Employee or an employee who is of Qatari nationality or is sponsored in the State by a member of his family and is employed by an Employer
            Employer The QFC Authority, the Regulatory Authority, QFC Commercial and Civil Court, Regulatory Tribunal, QFC Institution or QFC Entity which employs one or more Employees
            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 for Full-time Employees under Article 28.
            General Retirement and Social Insurance Authority The General Retirement and Social Insurance Authority established pursuant to Article 26 of the Retirement and Pensions Law.
            Immigration Regulations The Regulations enacted or to be enacted by the Minister pursuant to the QFC Law relating to immigration of Sponsored Employees
            Part-time Employee An Employee who is not a Full-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 the QFC 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 time
            Regulatory Authority The Regulatory Authority of the QFC established pursuant to Article 8 of the QFC 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 the State by a member of his family and is therefore sponsored in the State by his Employer
            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 Term
            Failure 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 Leave
            Non-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.

        QFC Reg No 1 – Financial Services Regulations
        Enactment Notice
        Part 1:
        Application, Commencement and Interpretation
        Article 1 - Citation
        Article 2 - Application
        Article 3 - Commencement
        Article 4 - Language
        Article 5 - Interpretation
        Part 2:
        Introduction
        Article 6 - Interrelation with QFC
        Article 7 - The Regulatory Authority
        Article 8 - The Appeals Body
        Article 9 - The Tribunal
        Part 3:
        The Regulatory Authority
        Article 10 - Background
        Article 11 - Management and constitution
        Article 12 - Objectives
        Article 13 - Principles of a Good Regulation
        Article 14 - Conflicts
        Article 15 - Powers to issue Rules
        Article 16 - Waiver or modification of Rules
        Article 17 - Guidance
        Article 18 - Public records
        Article 19 - Confidentiality
        Article 20 - International relations and co-operation
        Article 21 - Powers relating to other Regulations
        Part 4:
        Regulated Activities
        Article 22 - Background
        Article 23 - Regulated Activities
        Article 24 - Regulated Activities in respect of retail customers
        Article 25 - Activities carried on by way of business
        Article 26 - Activities conducted in or from the QFC
        Part 5:
        Authorisation Requirements and Process
        Article 27 - Application
        Article 28 - Form and content of Application
        Article 29 - Grant of Authorisation, variation or withdrawal and rejection of an Application
        Article 30 - Status of Authorisation
        Article 31 - Own initiative action by the Regulatory Authority
        Article 32 - Right to refer matters to the Appeals Body
        Article 33 - Enforceability of agreements
        Part 6:
        Controllers
        Article 34 - Scope of application
        Article 35 - Approval of Regulatory Authority
        Article 36 - Obligation to notify the Regulatory Authority
        Article 37 - Acquiring and changing control
        Article 38 - Decision of the Regulatory Authority
        Article 39 - Improperly acquired shares
        Article 40 - Annual reporting of Persons having control over an Authorised Firm
        Part 7:
        Individuals and Controlled Functions
        Article 41 - Approval of Persons performing Controlled Functions
        Article 42 - Form and content of Application
        Article 43 - Grant of approval or variation
        Article 44 - Status of Approval
        Article 45 - Misconduct
        Article 46 - Own initiative action by the Regulatory Authority
        Article 47 - Right to refer matters to the Appeals Body
        Part 8:
        Supervision and Investigations
        Article 48 - Powers to obtain documents and information
        Article 49 - Reports
        Article 50 - Appointment of Investigators
        Article 51 - Investigation of Companies, LLPs and branches
        Article 52 - Investigations - duties and powers
        Article 53 - Admissibility
        Article 54 - The role of the Tribunal in investigations
        Article 55 - Self incrimination
        Article 56 - Protected Items
        Article 57 - Obstruction of the Regulatory Authority
        Part 9:
        Disciplinary and Enforcement Powers
        Article 58 - Public censure
        Article 59 - Financial penalties
        Article 60 - Appointment of managers
        Article 61 - Undertakings
        Article 62 - Prohibitions and restrictions
        Article 63 - Injunctions
        Article 64 - Restitution orders
        Article 65 - Civil proceedings
        Article 66 - Appeals
        Article 67 - Power of Regulatory Authority to intervene in any proceedings
        Article 68 - Effect of provisions
        Article 69 - Procedural irregularities
        Part 10:
        Enforcement Procedure
        Article 70 - Right to make written representations
        Article 71 - Decision Notices
        Article 72 - Implementation of a Decision Notice
        Article 73 - Discontinuance of proceedings
        Article 74 - Publishing Information
        Article 75 - Publication of statements
        Article 76 - Third party rights
        Article 77 - Access to Regulatory Authority material
        Article 78 - Procedure in relation to Decision Notices
        Article 79 - Policy in relation to penalties
        Part 11:
        Financial Communications
        Article 80 - Regulatory Authority's powers to make Rules in relation to Financial Communications.
        Article 81 - Prohibition on issue of Financial Promotions other than by Authorised Firms.
        Part 12:
        Market Abuse
        Article 82 - Abusive Conduct
        Article 83 - Rules relating to Market Abuse
        Part 13:
        Contraventions
        Article 84 - Contravention of Relevant Requirements
        Article 85 - Involvement in contraventions
        Part 14:
        Complaints and Compensation
        Article 86 - Complaints
        Article 87 - Compensation
        Part 15:
        Appointment of Auditors and Actuaries
        Article 88 - Appointment of Auditors and Actuaries
        Article 89 - Disclosure of Information
        Article 90 - Rights and obligations affecting Auditors and Actuaries
        Article 91 - Resignation of Auditors and Actuaries
        Article 92 - Contravention
        Part 16:
        Control of Business Transfers
        Article 93 - Application
        Article 94 - Business Transfers
        Article 95 - Requirement for order sanctioning Relevant Schemes
        Article 96 - Application for an order from the Tribunal
        Article 97 - Reports
        Article 98 - Publicity
        Article 99 - Rights to participate in proceedings
        Article 100 - Sanction of a Relevant Scheme by the Tribunal
        Article 101 - Effect of order sanctioning a Relevant Scheme
        Article 102 - Independent Report
        Article 103 - Modification
        Part 17:
        Investment Funds
        Article 104 - Registration of Collective Investment Funds
        Article 105 - Power to Make Directions in respect of Collective Investment Funds
        Part 18:
        Miscellaneous
        Article 106 - Gaming Contracts
        Article 107 - Language of Communication and Documentation
        Article 108 - Notices and other Information provided to the Regulatory Authority
        Part 19:
        Interpretation and Definitions
        Article 109 - Interpretation
        Article 110 - Definitions
        Schedule 1:
        The Regulatory Authority
        Schedule 2:
        Other Duties, Functions and Powers Conferred on the Regulatory Authority
        Schedule 3:
        Regulated Activities and Permitted Activities
        Part 1: Exemptions
        Part 2: Specified Activities
        Part 3: Specified Products
        Part 4: Activities in the QFC under the QFC Law
        Schedule 4:
        The Appeals Body

        • Enactment Notice

          QFC Financial Services Regulations
          relating to the management,
          objectives, duties, functions, powers and
          constitution of the QFC Regulatory Authority

          The 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 Qatar

          Issued 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) These Regulations are made by the Minister pursuant to Article 9 of the QFC Law and have received the consent of the Council 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 the Regulatory Authority (including the activities which shall fall to be regulated, licensed and supervised by the Regulatory Authority). These Regulations also define the management objectives, duties, functions, powers and constitution of the Appeals Body as required by Articles 8.1 and 8.2 of the QFC Law.
            (2) These Regulations shall apply in the QFC. To the fullest extent permitted by the QFC Law, the laws, rules and regulations of the State concerning the matters dealt with by or under these Regulations shall not apply in the QFC.

          • 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 these Regulations and any other version, the English text shall prevail.

          • Article 5 - Interpretation

            Words and expressions used in these Regulations and interpretative provisions applying to these Regulations are set out in Part 18.

        • Part 2: Part 2: Introduction

          • Article 6 - Interrelation with QFC

            The QFC was established pursuant to the QFC Law and the commercial operations of the QFC are managed by the QFC Authority. The objectives of the QFC Authority are:

            (1) to establish, develop and promote the QFC 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 the Regulatory Body and the Appeals Body as may be appropriate, in the establishment and maintenance of an appropriate legal and regulatory regime to govern the QFC and activities lawfully conducted within it or conducted outside it by persons, companies or entities established within it;
            (3) to ensure the QFC, including the QFC 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) The Regulatory Authority was established by the QFC Law for the purposes of regulating, authorising and supervising banking, financial and insurance-related businesses carried on in or from the QFC.
            (2) The Regulatory Authority also has Functions under these Regulations arising out of other Laws and Regulations (for example, those relating to anti-money laundering and combating terrorist financing).
            (3) The Regulatory Authority is a body corporate owned by the State reporting to the Council of Ministers. The Regulatory Authority has, under the QFC Law, financial and administrative autonomy from the State, the QFCA, the Appeals Body and other QFC Institutions. The Regulatory Authority has an independent budget for which the State has primary responsibility.
            Amended by QFC Reg 2010-2 (as from 9th December 2010)

          • Article 8 - The Appeals Body

            (1) The Appeals Body was established by the QFC Law for the purposes of hearing appeals against the decisions of the Regulatory Authority.
            (2) The Appeals Body has, under the QFC Law, financial and administrative autonomy from the State, the QFCA, the Regulatory Authority and other QFC Institutions. The Appeals Body has an independent budget for which the State has primary responsibility. According to the QFC Law, the Appeals Members are independent in the performance of their duties and neither the State, the Council of Ministers, the Chairman of the QFCA, the Regulatory Authority nor any other person may intervene in the course of the decisions of the Appeals Body.
            (3) The Appeals Body is the only body with jurisdiction to hear appeals against decisions made by the Regulatory Authority and its decision is final and binding on the parties and is not subject to further appeal.
            (4) The Appeals 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 or Regulations, the Appeals 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) The QFC Law also makes provision for the establishment of the Tribunal which will have jurisdiction to determine disputes relating to activities undertaken in or from the QFC, or events occurring in the QFC, or to make orders, directions or determinations in accordance with and to the extent provided for in the TDR Regulations.
            (2) The jurisdiction of the Tribunal will include (subject to Article 8(3) (Jurisdiction of the Appeals Body)):
            (A) any civil or commercial proceedings brought by any Person pursuant to the TDR Regulations or any other QFC Law or Regulation;
            (B) any application for judicial review of a decision of the QFC Authority taken under any QFC Law or Regulation, or of a Person exercising the powers and functions of a body established under the QFC Law or any Regulation;
            (C) any application brought pursuant to any QFC Law or Regulation;
            (D) any matter that appears to the Tribunal, or the application of the QFC Authority, to affect the integrity of the QFC or the QFC Law, or which is alleged by any other Person to affect that integrity and which the Tribunal thinks fit to hear; and
            (E) any other class of case that another law empowers the Tribunal 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 the Regulatory Authority under the QFC Law, the objectives of the Regulatory Authority, and provisions relating to its constitution and governance.

          • Article 11 - Management and constitution

            (1) The Regulatory 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 or Regulations, the Regulatory Authority shall have the powers and rights and be subject to the duties and obligations set out in Schedule 1.

          • Article 12 - Objectives

            (1) The Regulatory Authority shall exercise its functions and powers under the QFC Law and these Regulations in accordance with the Regulatory Objectives set out in Article 12(3).
            (2) The Regulatory 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 the Regulatory Authority are:
            (A) the promotion and maintenance of efficiency, transparency and the integrity of the QFC;
            (B) the promotion and maintenance of confidence in the QFC of users and prospective users of the QFC;
            (C) the maintenance of the financial stability of the QFC, including the reduction of systemic risk relating to the QFC;
            (D) the prevention, detection and restraint of conduct which causes or may cause damage to the reputation of the QFC, 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 the QFC and their clients or customers;

            In considering what constitutes appropriate protection, the Regulatory Authority shall take into account:
            (i) the financial integrity of Authorised 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 of Authorised 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 of Authorised Firms should take responsibility for their own decisions;
            (F) the promotion of understanding of the objectives of the QFC amongst users and prospective users of the QFC and other interested Persons;
            (G) ensuring the Regulatory 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 the QFC as a leading financial and business centre in the Middle East; and
            (H) minimising the extent to which the business carried on by a Person carrying on Regulated Activities can be used for the purposes of or in connection with Financial Crime.

            In considering this objective, the Regulatory Authority shall have regard to the desirability of Authorised Firms having appropriate systems, controls and procedures to detect and prevent the incidence of Financial Crime.
            (4) Except as set out in the QFC Law or in these Regulations, the Regulatory 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 the QFC Law and these Regulations.
            (5) For the purposes of Article 12(3) (Regulatory Objectives) and 13(2) (International Competitiveness), the Regulatory Authority shall be entitled to assume that it will fulfill its objectives relating to the QFC by fulfilling those objectives with respect to the Financial System operating within the QFC.

          • Article 13 - Principles of a Good Regulation

            In exercising its functions and powers under the QFC Law and these Regulations, the Regulatory 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 the QFC;
            (3) the desirability of fostering competition between those who are subject to regulation by the Regulatory Authority;
            (4) the principle that the Regulatory 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 and Regulations 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 such Persons 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) The Regulatory Authority may make rules—
            (a) with respect to any matter for which it is required or permitted to make rules by any Law or Regulations; or
            (b) that it considers necessary or appropriate to facilitate the pursuit, achievement or furtherance of the Regulatory Objectives or to aid it to Exercise or enforce its Functions under any Law or Regulations.
            (2) In particular, the Regulatory Authority may make Rules in respect of:
            (A) the process and requirements for individuals to become approved or other Persons to become authorised to carry on Regulated Activities in or from the QFC (including any terms, conditions and requirements applying to such approvals and Authorisations and the process and requirements for varying or withdrawing such approvals or Authorisations);
            (B) standards of conduct applicable to particular Persons in the QFC (including standards applicable when those Persons 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 particular Persons in the QFC;
            (D) the infrastructure, systems, controls and process to be implemented and maintained by particular Persons in the QFC;
            (E) the safeguarding or protection by particular Persons in the QFC of monies and other assets belonging to their clients or customers;
            (F) the fees payable by particular Persons in the QFC to the Regulatory Authority (on a periodic basis or in respect of particular circumstances or events);
            (G) processes, requirements and standards applicable to Persons in the QFC when dealing with the Regulatory Authority;
            (H) the conduct of the Regulatory Authority and its officers, employees and agents in relation to the exercise of the Regulatory 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 the Regulatory Authority under Schedule 2.
            (3) The Regulatory 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 these Regulations.
            (4) Before making any Rules pursuant to Article 15(1), the Regulatory Authority shall publish the proposed Rules on the Regulatory 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 the Regulatory 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 the Regulatory 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 the QFC 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 the Regulatory Authority's website no later than the day on which the relevant Rules come into force.
            (6) The Regulatory 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 these Regulations 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) The Regulatory Authority may, on the application of a Person or its own initiative and by written notice, declare that a provision of any Rules
            (a) applies to the Person with the modifications mentioned in the notice; or
            (b) does not apply in relation to the Person.
            (2) The Regulatory Authority must be satisfied, when giving a notice under Article 16(1) in relation to a Person, that:
            (A) either:
            (i) the burden experienced by that Person in complying with the relevant Rule would significantly outweigh the benefits that the Rule was intended to achieve; or
            (ii) compliance with the Rule would not achieve or further the purpose for which the relevant Rule was made; and
            (B) the notice would not result in undue risk to Persons whose interests the Rule is intended to protect.
            (3) A written notice under Article 16(1) may be given subject to conditions.
            (4) Unless the Regulatory 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) The Regulatory Authority may on the Application of the Person 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) The Regulatory Authority may issue Rules, in particular with respect to the provision of a written notice and the procedures in relation thereto.
            (8) Any decision of the Regulatory Authority with respect to the granting or refusal of a waiver or modification of Rules pursuant to Article 16 may be referred to the Appeals Body by the Person 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) The Regulatory Authority may give Guidance consisting of such information and advice as it considers appropriate:
            (A) with respect to the operation of the QFC Law, these Regulations, any Rules or any Related Regulations;
            (B) with respect to any matters relating to functions of the Regulatory Authority;
            (C) for the purpose of meeting the Regulatory Objectives; and
            (D) with respect to any other matters about which it appears to the Regulatory Authority to be desirable to give information or advice.
            (2) Guidance issued by the Regulatory Authority may be given generally, to a class of Authorised Firm, or to any Authorised Firm or other Person individually. Such Guidance may be issued either at the request of the Person seeking such Guidance or by the Regulatory Authority on its on initiative.
            (3) If the Regulatory Authority proposes to give Guidance to Persons generally, or to a class of Authorised Firm, in relation to Rules to which those persons are subject, Articles 15(4) and (5) (Publicity Requirements) apply to the proposed Guidance as it applies to proposed Rules.
            (4) Guidance issued by the Regulatory Authority is indicative of the view of the Regulatory Authority at the time and in the circumstances in which it was given and is non-binding.
            (5) The Regulatory Authority may make Rules prescribing the procedures pursuant to which Persons or particular types of Persons may apply to the Regulatory Authority for Guidance and any fees payable by such Persons in respect of such Applications.
            (6) Unless the Regulatory Authority is satisfied that it is inappropriate or unnecessary to do so, it must publish Guidance which is given generally or to a class of Authorised Firm or Person in such a way (including on the Regulatory Authority's website) as it considers appropriate for bringing the Guidance to the attention of:
            (A) those likely to be affected by it; and
            (B) others who may be likely to become subject to similar Guidance.

          • Article 18 - Public records

            (1) The Regulatory Authority shall make the following information available to the public during normal working hours:
            (A) Regulations issued under the QFC Law;
            (B) Rules issued by the Regulatory Authority and any proposed Rules to the extent required by Article 15(4);
            (C) waivers or modifications of Rules to the extent required by Article 16(4);
            (D) Guidance to the extent required by Article 17(6) and proposed general Guidance to the extent required by Article 17(3);
            (E) consultative documents, open letters, information notices, policy statements and open discussion documents issued by the Regulatory Authority;
            (F) details of all Authorised Firms together with such other information relating to the Regulated Activities that such Authorised Firms are authorised to carry on as the Regulatory Authority considers appropriate;
            (G) details of all Approved Individuals recording the full name of each Approved Individual, any previous names of the Approved Individual, the name of the Authorised Firm(s) for or on behalf of whom the Approved Individual performs Controlled Functions, the Controlled Functions that the Approved Individual is registered to perform and such other information as the Regulatory 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 the Appeals Body or expiry of any applicable right to appeal);
            (I) details of decisions by the Appeals Body;
            (J) if the Regulatory Authority considers it appropriate, information concerning conditions or requirements imposed on the Authorised Firms or Approved Individuals and the withdrawal of any Authorisations or approvals whether as a result of the own initiative powers of the Regulatory Authority or otherwise;
            (K) the Regulatory Authority's policy on penalties;
            (L) the Regulatory Authority's annual report; and
            (M) such other information consistent with the Regulatory Objectives as the Regulatory 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 the Regulatory Authority considers appropriate provided that the Regulatory Authority shall also publish quarterly details of the Regulations and Rules referred to in Article 18(1)(A)-(B) issued during the preceding quarter. The Regulatory Authority may publish such information with or without charge.
            (3) The Regulatory 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 the Financial System or would be unfair to any Person or Persons (other than the Regulatory 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 following Persons shall not disclose any Confidential Information received by them in the Exercise of their Functions otherwise than as permitted by Article 19(3) and (4):
            (A) the Regulatory Authority, or any of its officers, employees, agents or contractors;
            (B) any Nominated Person nominated or approved by the Regulatory Authority to undertake a report pursuant to Article 49;
            (C) any external Investigator appointed by the Regulatory Authority pursuant to Article 50 (Appointment of Investigators) and 51 (Investigations of Companies);
            (D) any Auditors and Actuaries referred in Part 15 (Appointment of Auditors and Actuaries)
            (E) any Independent Person appointed to undertake a review under paragraph 23 of Schedule 1 (Review of Regulatory Authority) or deal with complaints against the Regulatory 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 of Confidential Information referred to in Article 19(1) shall also apply to any Person (other than the Person to whom the duty of confidentiality is owed) coming into possession of such Confidential Information.
            (3) Confidential Information may be disclosed by the Regulatory Authority or the Persons referred to in Article 19(1) and (2) in the following circumstances:
            (A) with the consent of the Person to whom the duty of confidentiality is owed;
            (B) where such disclosure is permitted or required by or pursuant to the QFC Law, these Regulations or any other Regulation conferring powers, duties or functions on the Regulatory 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 the Regulatory Authority of any of its functions, duties and powers under the QFC Law, this Regulation or any Related Regulations;
            (E) (in the case of Persons other than the Regulatory Authority) to the Regulatory Authority;
            (F) (in the case of a review or inquiry referred to in Article 19(1)(E) and (F) above), to the Council of Ministers;
            (G) to the Tribunal or Appeals Body in connection with any matter falling within their jurisdiction;
            (H) to any body, agency or authority Exercising Functions relating to the detection or prevention of money laundering or terrorist financing, whether inside or outside Qatar; or
            (I) to any other civil or criminal enforcement agency or authority, whether in the State or internationally; or
            (J) to Overseas Regulators in accordance with Article 20 (International Relations and Co-operation).
            (4) In exercising the duties, functions and powers assigned or delegated to the Regulatory Authority as referred to in Schedule 2, paragraph 1, the Regulatory Authority (or any of the Persons referred to in Article 19.1 acting on behalf of the Regulatory Authority) shall be permitted to disclose to the Person assigning or delegating such duties, functions and powers only such Confidential Information as is obtained in the performance of the delegated duties, functions and powers, but not any Confidential 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) The Regulatory Authority shall foster relations with Overseas Regulators and International Regulatory Associations outside the QFC 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) The Regulatory 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) The Regulatory Authority may Exercise its Functions to cooperate with and provide assistance to Overseas Regulators in the Exercise of their Functions or in connection with the detection or prevention of money laundering, terrorist financing or other Financial Crime.
            (4) In deciding whether or not to Exercise its Functions under Article 20(3), the Regulatory Authority may take into account such factors as it considers relevant, including:
            (A) whether the country or territory of the relevant Overseas Regulators would confer corresponding co-operation and assistance to the Regulatory Authority;
            (B) whether the requested co-operation or assistance relates to a breach of law, or other requirement which has no close parallel in the QFC; and
            (C) the seriousness of the case and whether it is in the public interest to provide the requested co-operation or assistance.
            However, the Regulatory 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 other Overseas Regulators relates would not result in a violation of the QFC Law, this Regulation, any other Regulation or the Rules.
            (5) The Regulatory Authority will keep confidential any requests for co-operation and assistance received from another Overseas Regulator. The Regulatory Authority will keep confidential any Confidential Information received from an Overseas Regulator pursuant to a request for co-operation or assistance made by the Regulatory Authority to that other Overseas Regulator except:
            (A) to the extent that it uses the Confidential Information for the purposes set out in the request for assistance or co-operation including ensuring compliance with the Law, Regulations or Rules to which the request relates;
            (B) to the extent that it uses the Confidential 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 the QFC);
            (C) with the consent of the Overseas Regulator that has supplied the information or document; or
            (D) in response to a legally enforceable demand, provided that the Regulatory Authority notifies the Overseas 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) The Regulatory Authority may decide that it will not exercise its powers under Article 20(3) unless the Overseas Regulator undertakes to make such contribution towards the cost of such co-operation and assistance as the Regulatory 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 these Regulations 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) The QFC Law provides that no activities may be conducted in or from the QFC unless they fall within the general categories of Permitted Activities set out in the QFC Law (and which are set out in Part 4 of Schedule 3 for ease of reference).
            (2) The QFC Law also provides that no Regulated Activities are to be conducted in or from the QFC save pursuant to an appropriate approval, authorisation or licence from the Regulatory Authority.

          • Article 23 - Regulated Activities

            (1) Subject to any Rules, an activity is a Regulated Activity for the purposes of the QFC Law and these Regulations if it:
            (A) falls within one or more of the categories of Specified Activities set out in Part 2 of Schedule 3 applying (to the extent stated in Part 2 of Schedule 3) to one or more Specified Products; and
            (B) is carried on by way of business as described in Article 25.
            (2) A Permitted Activity is also a Regulated Activity for the purposes of the QFC Law and these Regulations if it is declared to be a regulated activity by or under any Rules.
            (3) However, subject to any Rules, an activity is not a Regulated Activity for the purposes of the QFC Law or these Regulations 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) The Regulatory Authority may authorise Persons to carry on Regulated Activities with or for retail customers in the State 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 of Person as the Regulatory Authority may specify by Rules.

          • 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) the Person who carries on the activity;
            (i) holds himself out to other Persons as engaging in that activity; or
            (ii) regularly solicits Persons other than Authorised 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 with Rules issued by the Regulatory Authority under Article 25(2).
            (2) The Regulatory Authority may from time to time issue Rules
            (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 a Person 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 a Regulated Activity for the purposes of the QFC Law and these Regulations).

          • Article 26 - Activities conducted in or from the QFC

            (1) A Person who would not otherwise be regarded as carrying on activities in or from the QFC shall be deemed to be carrying on activities in or from the QFC for the purposes of Article 11(2) of the QFC Law and these Regulations if:
            (A) that Person is a QFC Entity and the day-to-day management of those activities (even if those activities are undertaken in whole or in part from outside the QFC) are the responsibility of the QFC Entity;
            (B) that Person's head office is outside the QFC but the activity is carried on from an establishment maintained by him in the QFC; or
            (C) the activities are conducted in circumstances that are deemed to amount to activities carried on in or from the QFC under Rules made by the Regulatory Authority in accordance with Article 26(2).
            (2) The Regulatory Authority may from time to time issue Rules as to the circumstances in which activities capable of having an effect in the QFC are or are not to be regarded as conducted in or from the QFC.
            Amended by QFC Reg 2010-2 (as from 9th December 2010)

        • Part 5: Part 5: Authorisation Requirements and Process

          • Article 27 - Application

            (1) An Application for an Authorisation may be made to the Regulatory 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 the QFC Law.
            (3) An Authorised Firm may apply to the Regulatory Authority to vary its Authorisation. A variation may include:
            (A) extending an Authorised Firm's Authorisation to include Regulated Activities other than those in respect of which it already has an Authorisation;
            (B) varying conditions restrictions or requirements imposed on its Authorisation in accordance with Article 29(1) or 31(2); or
            (C) withdrawing its Authorisation in respect of one or more Regulated Activities.
            (4) The Applicant for an Authorisation, variation of an Authorisation or withdrawal of Authorisation as a whole may withdraw its Application by giving the Regulatory Authority notice at any time before the Regulatory Authority determines the Application.
            Amended by QFC Reg 2010-2 (as from 9th December 2010)

          • Article 28 - Form and content of Application

            (1) An Application for an Authorisation or variation or withdrawal of an Authorisation shall be in such form and contain such information as may be prescribed by the Regulatory Authority from time to time.
            (2) The Regulatory 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 the Applicant;
            (B) such information is not necessary in the light of any registration or authorisation the Applicant may have in a jurisdiction outside the QFC; or
            (C) such information is not considered by the Regulatory Authority to be relevant in the context of any particular Application.
            (3) The Regulatory Authority may require the Applicant to provide further information which the Regulatory Authority reasonably requires to be able to decide whether to approve an Application to which Article 28 relates.
            (4) If at any time between the making of the Application and the grant of the Authorisation, variation or, as the case may be, withdrawal, the Applicant or the signatories to the relevant Application become(s) aware of a material change which is reasonably likely to be relevant to the Application under consideration by the Regulatory Authority, the Applicant or signatories (as the case may be) shall inform the Regulatory 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) The Regulatory Authority may:
            (A) grant an Application for an Authorisation, variation or withdrawal of an Authorisation either without conditions, restrictions or requirements or with such conditions, restrictions or requirements as it considers appropriate; or
            (B) reject the Application.
            (2) The Regulatory Authority may make Rules setting out the criteria which an Application for an Authorisation, or for variation or withdrawal of an Authorisation, must satisfy before an Application can be granted by the Regulatory Authority. Such criteria shall include requirements (as appropriate) relating to:
            (A) the fitness and propriety of an Applicant having regard to all the circumstances, including his connection with any Person, the nature of any Regulated 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 an Applicant must adopt;
            (C) the resources of the Applicant, whether financial or otherwise;
            (D) the Applicant's systems and controls;
            (E) the location of the Applicant's offices;
            (F) in the case of an Application for a withdrawal, the interests of the clients or customers of the Authorised Firm, and the effective supervision of the Financial System; and
            (G) the Regulatory Authority's ability to effectively supervise the Applicant or Authorised Firm.
            (3) In considering an Application for an Authorisation or to vary or withdraw an Authorisation, the Regulatory Authority may have regard to any person appearing to it to be, or likely to be, in a contractual relationship with the Applicant or connected with the Applicant.
            (4) An Authorisation or variation of an Authorisation may only be granted if the Applicant is at the time the Application is granted or immediately thereafter, a QFC Entity, or otherwise has registered a place of business in the QFC with the CRO and has a Licence issued by or on behalf of the QFCA.
            (5) Without limitation to Article 29(2)(G), if the Applicant has Close Links with another Person, the Regulatory Authority must be satisfied in considering an Application for Authorisation or variation of an Authorisation:
            (A) that those links are not likely to prevent the Regulatory Authority's effective supervision of the Applicant; and
            (B) if it appears to the Regulatory Authority that such other Person is subject to the laws, regulations or administrative provisions of a jurisdiction outside the QFC, that neither those provisions, nor any deficiency in their enforcement, would prevent the Regulatory Authority's effective supervision of the Applicant.
            (6) Where the Regulatory Authority:
            (A) grants an Application for Authorisation or variation or withdrawal of an Authorisation, the Regulatory Authority must notify the Applicant accordingly; or
            (B) rejects an Application for Authorisation or variation or withdrawal of an Authorisation, the Regulatory Authority shall promptly inform the Applicant in writing of such refusal and, where requested by the Applicant, the reasons for such refusal, and of the Applicant's right to appeal that decision to the Appeals Body.
            (7) Where the Regulatory Authority grants an Application for Authorisation or variation of an Authorisation, it must also notify the Applicant of the Regulated Activity or Regulated Activities that may be carried out following such grant (and of any restriction, condition or requirement imposed on the Applicant) in a format which the Regulatory Authority considers appropriate.

          • Article 30 - Status of Authorisation

            (1) An Authorisation granted pursuant to this Part is not transferable.
            (2) If the Authorised Firm is a partnership or an unincorporated association:
            (A) it is authorised to carry on the Regulated Activities concerned in the name of the partnership or unincorporated association; and
            (B) its Authorisation 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 of Controllers and changes of control contained in Part 6.

          • Article 31 - Own initiative action by the Regulatory Authority

            (1) The Regulatory 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 the Regulatory Objectives, including where it is satisfied that:
            (A) an Authorised Firm is failing, or is likely to fail, to satisfy the criteria referred to in Articles 29 (2)-(5) (Grant or Rejection of Applications for Authorisation, variation or withdrawal);
            (B) an Authorised Firm has failed, during a period of at least 12 months, to carry on a Regulated Activity for which it has an Authorisation;
            (C) it is desirable to take such steps to exercise such power in order to protect the interests of clients or customers of an Authorised Firm or the Financial System;
            (D) an Authorised Firm is in breach of, or has been, in breach of one or more conditions, restrictions or requirements applicable to its Authorisation;
            (E) an Authorised Firm is (or has been) otherwise in breach of the QFC Law, these Regulations or any Rules or other relevant legislation;
            (F) an Authorised Firm is in breach of a requirement under Part 6 (Controllers); or
            (G) a request has been received from an Overseas 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 the Authorised Firm, to:
            (A) impose or vary such conditions, restrictions and requirements on an Authorisation as the Regulatory Authority shall consider appropriate;
            (B) require a Person specified in the condition, restriction or requirement to take or refrain from taking such action as the Regulatory Authority considers appropriate; or
            (C) withdraw the Authorised Firm's Authorisation or vary its Authorisation to remove one or more Regulated Activities.
            (3) Subject to Article 31(4), the Regulatory Authority may only exercise powers or take steps pursuant to Article 31(2) where it has provided the relevant Authorised Firm beforehand with an appropriate opportunity to make representations to the Regulatory 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 the Regulatory Authority under paragraph 31(3) above shall not apply:
            (A) where the Regulatory 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 the Authorised Firm, or the Financial System (provided in such case that the Regulatory Authority shall provide the Authorised 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 the Regulatory Authority pursuant to Part 9 (Disciplinary and Enforcement Powers) or a decision by the Appeals Body or Tribunal relating to or affecting the Authorised 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 the Appeals Body by the Applicant or Authorised Firm to which the decision relates.

          • Article 33 - Enforceability of agreements

            (1) An agreement made in the course of carrying on a Regulated Activity by a Person who is not an Authorised Firm shall be unenforceable against the other party to the agreement.
            (2) The other party to the agreement may apply to the Tribunal 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 the Tribunal is satisfied that:
            (A) the Person referred to in Article 33(1) reasonably believed that he was not in breach of the Authorisation requirement set out in Article 11(2) of the QFC Law, and
            (B) it is just and equitable in all the circumstances to do so,
            the Tribunal 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 the Tribunal 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 an Authorised Firm; and
            (B) Authorised Firms who are the subject of such acquisition or change of control
            in both cases being an Authorised Firm(s) to which Article 34(2) relates.
            (2) The Authorised Firms to which Article 34(1) shall apply are:
            (A) QFC Entities which are Authorised Firms;
            (B) other Authorised Firms to which this Part applies pursuant to a condition, restriction or requirement to that effect imposed by the Regulatory Authority under Part 5.

          • Article 35 - Approval of Regulatory Authority

            No Person may assume control, or assume an increased level of control, over an Authorised Firm unless the Regulatory 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 a Person proposes to:
            (A) acquire control over an Authorised Firm; or
            (B) to increase, decrease or change his existing level or type of control or to cease to have control over an Authorised Firm,
            a Controller Notice must be submitted to the Regulatory Authority in accordance with the following provisions.
            (2) Subject to Article 36(3), the Controller Notice must be submitted by the Authorised 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 the Authorised Firm is:
            (A) not aware of the acquisition of or change in control; or
            (B) is not able to obtain sufficient information to submit the Controller Notice,
            the Controller Notice must instead be submitted by the Person who is proposing to acquire or change, or has acquired or changed, control. In the case of (B) above, the Authorised Firm shall promptly upon becoming aware of the acquisition or change or proposed acquisition or change, notify the Regulatory Authority of all relevant information in its possession about the acquisition or change or proposed acquisition or change and notify the Person in question of his obligations under this Part.
            (4) The Authorised 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) A Controller Notice shall be given to the Regulatory Authority and shall include such information and be accompanied by such documents, and be signed or executed by such Persons and in such manner as the Regulatory Authority may reasonably require.
            (6) The Regulatory Authority may require the Authorised Firm or Person submitting a Controller 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 the Controller Notice.
            (7) The Regulatory Authority shall not be obliged to confirm receipt of the Controller Notice.
            (8) Article 108 of these Regulations (Notices and other Information) shall apply in respect of each Controller 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, a Person acquires control over an Authorised Firm where he first:
            (A) holds 10% or more of the shares in the Authorised Firm, or is entitled to exercise or control the exercise of 10% or more of the voting power in the Authorised Firm;
            (B) holds 10% or more of the shares in a Parent Entity of the Authorised Firm or is entitled to exercise or control the exercise of 10% or more of the voting power in a Parent Entity of the Authorised Firm; or
            (C) is able to exercise significant influence over the management of the Authorised Firm or a Parent Entity of the Authorised Firm by virtue of his shareholding or voting power, or by contractual or other arrangements.
            (2) The Regulatory Authority may issue Rules 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 an Authorised Firm or relevant Parent Entity with a share capital, means allotted shares;
            (ii) in relation to an Authorised Firm or relevant Parent Entity with capital but no share capital, means rights to share in the capital of the Authorised Firm or relevant Parent Entity; and
            (iii) in relation to an Authorised Firm or relevant Parent Entity without capital, means interests conferring any right to share in the profits, or liability to contribute to the losses, of the Authorised Firm or relevant Parent Entity; or giving rise to any obligation to contribute to the debts or expenses of the Authorised Firm or relevant Parent Entity in the event of a winding-up; and
            (B) voting power, in relation to an Authorised Firm or relevant Parent 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 the Authorised Firm or relevant Parent Entity to direct the overall policy of the Authorised Firm or relevant Parent 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 a Person acquiring or changing control shall be to a Person acquiring or changing control either alone or together with one or more Associate(s).

          • Article 38 - Decision of the Regulatory Authority

            (1) The Regulatory Authority may:
            (A) unconditionally approve the Person having or increasing or proposing to have or increase the control for which a Controller Notice would be required under Article 36;
            (B) approve such Person subject to such conditions as the Regulatory Authority thinks fit; or
            (C) refuse to give its approval.
            (2) The Regulatory Authority shall seek to make its determination within 30 days of receipt of all the required information and shall notify the Authorised Firm in question (or where the Controller Notice has been submitted by another Person, both the Authorised Firm and that other Person) of its determination promptly once the determination has been made.
            (3) In reaching its determination, the Regulatory Authority may consult with such parties, including competent authorities outside the QFC, as it considers appropriate.
            (4) The Regulatory Authority may only grant unconditional approval if it is satisfied that:
            (A) the Person acquiring or increasing the control is a fit and proper Person 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 the Regulatory Objectives.
            (5) The Regulatory 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 the Regulatory Authority set out in Article 38(1) shall apply notwithstanding the fact that a Controller 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 the Regulatory Authority pursuant to Article 38(1) or (5) or Article 39(1)(A) may be referred to the Appeals Body by the Authorised Firm to which the proposed or actual acquisition of or change in control relates.

          • Article 39 - Improperly acquired shares

            (1) If a Person has acquired, or has continued to hold, any shares in contravention of a determination or decision of the Regulatory Authority pursuant to Article 38(1) or (5) the Regulatory Authority may:
            (A) withdraw the Authorisation of the Authorised Firm pursuant to Article 31(2)(C) (unless that Person has ceased to hold any shares or have control); or
            (B) apply to the Tribunal 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 the Regulatory Authority in respect of obtaining such order shall be paid into the Tribunal for the benefit of the Persons beneficially interested in them),
            and such other order ancillary to or necessary for the implementation of the above as the Tribunal shall think fit.

          • Article 40 - Annual reporting of Persons having control over an Authorised Firm

            (1) An Authorised Firm must submit to the Regulatory Authority an annual report on the Persons having control over it within four months of its financial year end.
            (2) The Authorised Firm's annual report on the Persons having control over it must include:
            (A) the name of each Person 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) An Authorised Firm must ensure that no individual acting for:
            (A) the Authorised Firm; or
            (B) a contractor of the Authorised Firm
            performs a Controlled Function for that Authorised Firm unless the individual is approved by the Regulatory Authority as an Approved 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 to Regulated Activities;
            (B) dealing directly with clients or customers in relation to Regulated Activities; or
            (C) dealing with the property of clients or customers
            and is specified as a Controlled Function in Rules issued by the Regulatory Authority from time to time.
            (3) The Regulatory Authority shall make Rules detailing:
            (A) the procedure for Application to the Authority for registration as an Approved Individual including requirements as to the form and content of the Application, any fees payable by an Authorised Firm in respect of its Approved Individuals and the procedures for modification or withdrawal of an Approved Individual's registration;
            (B) principles or other requirements to which Approved Individuals are required to adhere in the performance of Controlled Functions;
            (C) requirements for Approved Individuals to report to the Regulatory Authority; and
            (D) the circumstances in which registration of an Approved Individual may be withdrawn at the instance of the Regulatory Authority.

          • Article 42 - Form and content of Application

            (1) An Application for approval under Article 41 shall be in such form and contain such information as may be prescribed by the Regulatory Authority from time to time.
            (2) The Regulatory Authority may waive any of its requirements as to form and contents of an Application under Article 41 provided that it is satisfied that the required information is provided by other means, or the information is not necessary in the circumstances.
            (3) The Regulatory Authority may require the Applicant to provide further information which it reasonably requires to be able to decide whether to approve an Application under Article 41.
            (4) If at any time between the making of an Application under this Article and the grant, modification or withdrawal of approval by the Authority, the Applicant, the Person in respect of whom the Application is made or the signatories to the relevant Application forms become(s) aware of a material change which is reasonably likely to be relevant to the Application, the Applicant, Person or signatories (as the case may be) shall inform the Regulatory Authority without delay.
            Amended by QFC Reg 2010-2 (as from 9th December 2010)

          • Article 43 - Grant of approval or variation

            (1) The Regulatory Authority may:
            (A) grant or vary an approval under Article 41 either without conditions restrictions or requirements or with such conditions restrictions or requirements as it considers appropriate; or
            (B) reject the Application.
            (2) The Regulatory Authority may make Rules setting out the criteria which the Person in