• 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).