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 Companymay, if authorised by the laws of the jurisdiction in which it was incorporated, apply to the CROfor the continuation of the Non-QFC Companyas a Company.(2) An application for continuation shall be made to the CROby using the form prescribed by the CROand shall:(A) be executed under seal and signed by an officer or director of the Non-QFC Companyand 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
CROapprove the application, the CROshall:(A) issue a certificate of continuation on the terms and conditions the CROconsiders appropriate;(B) register the Company; and(C) allocate to the Companya number, which shall be the Company'sregistered number.(2) The CROmay refuse to issue a certificate of continuation if he considers it appropriate to do so.(3) The CROis 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 Companybecomes a Companyto which this Regulationapplies 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
CROshall 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
Non-QFC Companyis continued as a Companyunder 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
Companymay, if it is authorised by:(A) a Special Resolutionof the shareholders; and(B) the CROin the manner prescribed in rules made by the QFC Authorityapply to the appropriate official or public body of a foreign jurisdiction to transfer its incorporation to the foreign jurisdiction and request that the Companybe continued as a Non-QFC Company.(2) A Companyshall not apply under Article 115(1) unless the laws of the foreign jurisdiction provide that the Non-QFC Companywill:(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 Companyceases to be a Companywithin the meaning of this Regulationwhen the Companyis continued as a Non-QFC Companyand when the Non-QFC Companyfiles with the CROa copy of the certificate or instrument of continuation certified by the appropriate official of the foreign jurisdiction.(4) When the CROreceives the foreign jurisdiction's certificate or instrument of continuation, the CROmust strike the name of the Companyoff the index of names maintained by the CRO.
Article 116 - Refusal to grant authorisation to transfer incorporation
CROmay refuse to authorise a Companyto apply to be continued under Article 115(1).