Section 1: Establishment and Corporate Capacity
Article 92A - Companies Limited by Guarantee
(1) A form of legal entity known as aCompany limited by guarantee ("LLC(G)") may be incorporated in theQFC .(2) An LLC(G) is aCompany which is formed by being incorporated under Part 3A of theseRegulations .(3) ACompany cannot be formed as, or become, an LLC(G) with a share capital.Inserted (as from 5th April 2015). Article 92B - Corporate capacity
(1) An LLC(G) has separate legal personality from itsMembers whose liability shall be limited to such amount as theMembers undertake to contribute to the assets of the LLC(G) in the event of its being wound up.(2) The QFCA may prescribe by Rules the terms and the minimum value of any undertaking to be given byMembers , or any class ofMembers .(3) An LLC(G) has the capacity, rights and privileges of a natural person and, without limitation, may enter into contracts, sue and be sued and own assets of all types.(4) In favour of a person who in good faith is a party to any transaction or other act to which the LLC(G) is party, the power of the directors of an LLC(G) to bind the LLC(G), or authorise others to do so, shall be deemed free of any limitation under the LLC(G)'s articles of association.(5) A contract may be made, varied or discharged on behalf of an LLC(G), by any person acting under its authority, express or implied.(6) ADocument is executed by an LLC(G) if signed by two directors, or one director and the secretary of an LLC(G), and expressed (in whatever form of words) to be executed by the LLC(G).Inserted (as from 5th April 2015). Article 92C - Transactions entered into prior to corporate existence
Article 16 shall apply to an LLC(G) save that references therein to a Limited Liability
Company or LLC shall be taken as references to an LLC(G).Inserted (as from 5th April 2015).