• 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).