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  • 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 Company may, if authorised by the laws of the jurisdiction in which it was incorporated, apply to the CRO for the continuation of the Non-QFC Company as a Company.
      (2) An application for continuation shall be made to the CRO by using the form prescribed by the CRO and shall:
      (A) be executed under seal and signed by an officer or director of the Non-QFC Company and 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 CRO approve the application, the CRO shall:
      (A) issue a certificate of continuation on the terms and conditions the CRO considers appropriate;
      (B) register the Company; and
      (C) allocate to the Company a number, which shall be the Company's registered number.
      (2) The CRO may refuse to issue a certificate of continuation if he considers it appropriate to do so.
      (3) The CRO is 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 Company becomes a Company to which this Regulation applies 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

      The CRO shall 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

      Where a Non-QFC Company is continued as a Company under 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 Company may, if it is authorised by:
      (A) a Special Resolution of the shareholders; and
      (B) the CRO in the manner prescribed in rules made by the QFC Authority
      apply to the appropriate official or public body of a foreign jurisdiction to transfer its incorporation to the foreign jurisdiction and request that the Company be continued as a Non-QFC Company.
      (2) A Company shall not apply under Article 115(1) unless the laws of the foreign jurisdiction provide that the Non-QFC Company will:
      (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 Company ceases to be a Company within the meaning of this Regulation when the Company is continued as a Non-QFC Company and when the Non-QFC Company files with the CRO a copy of the certificate or instrument of continuation certified by the appropriate official of the foreign jurisdiction.
      (4) When the CRO receives the foreign jurisdiction's certificate or instrument of continuation, the CRO must strike the name of the Company off the index of names maintained by the CRO.

    • Article 116 - Refusal to grant authorisation to transfer incorporation

      The CRO may refuse to authorise a Company to apply to be continued under Article 115(1).