• 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).