• Section 2 Section 2 Incorporation

    • Article 13 - Incorporation of an Investment Club

      (1) Any one or more persons may apply for the incorporation of an Investment Club for the purpose of carrying on a Business of a kind permitted by the QFC Law to be conducted by an Investment Club in 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 Investment Club which must comply with Article 33 of these Regulations;
      b. the nature of the Business to be conducted by the Investment Club and it shall be sufficient to state that the purpose of the Investment Club is to engage in any lawful act or activity for which Investment Clubs may be incorporated under the QFC Law and Regulations, provided however that the Investment Club shall not carry on, or hold itself out as carrying on any activity that falls within paragraphs 1 to 9 of Schedule 3 of the QFC law by way of business (as that term is defined in Article 25 of the Financial Services Regulations);
      c. the address of the registered office of the Investment Club, which shall be in the QFC;
      d. the date of the financial year end of the Investment Club;
      e. the full Name and Address of each of the incorporators of the Investment Club and the number of fully paid Shares each of them agrees to take upon incorporation of the Investment Club;
      f. the full Name, Address, date of birth, nationality, occupation and any directorships held within the last 5 years of all the persons who are to be the first directors of the Investment Club together with a declaration made by each of them that they are qualified to act as a director of an Investment Club pursuant to these Regulations;
      g. the full Name, Address, date of birth, nationality, and occupation of the person who is to be the first secretary of the Investment Club;
      h. the amount of the authorised share capital, with which it is proposed that the Investment Club be registered, and the division thereof into Shares of fixed amount;
      i. the Investment Club's articles of association, signed by the incorporators, setting out the internal governance requirements that the Investment Club must fulfil under these Regulations and any relevant Rules issued by the QFC Authority; and
      j. such other particulars as the CRO may require from time to time.
      (3) The share capital of an Investment Club may be denominated in any currency approved by the CRO.
      (4) 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.
      Derived (as from 20th December 2016).

    • Article 14 - Registration

      (1) No Investment Club shall be incorporated without the consent of the CRO.
      (2) On incorporation the CRO shall:
      a. give a certificate that the Investment Club is incorporated with the name specified in the certificate and with effect from the date of the certificate;
      b. allocate to the Investment Club a number, which shall be the Investment Club's registered number; and
      c. enter the name and registered number of the Investment Club 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 Investment Club 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 Investment Club 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 Investment Club shall be a Body Corporate having the name contained in the certificate of incorporation and capable forthwith of exercising all the functions of an incorporated Investment Club.
      (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.
      Derived (as from 20th December 2016).

    • Article 15 - Provision of Information

      (1) The QFC Authority, the CRO, and/or the Regulatory Authority may, by notice to the Investment Club, require the Investment Club to provide such information as specified in the notice or such other information the QFC Authority, the CRO, or the Regulatory Authority deem appropriate. A notice given pursuant to this Article is referred to as an "Information Notice". []
      (2) The Investment Club must provide the information specified in the Information Notice within the time period specified in such Information Notice. []
      (3) The powers to require information under this Article may be exercised if the QFC Authority, the CRO, or the Regulatory Authority (as the case may be) consider that there are reasonable grounds to suspect that the Investment Club has breached, is breaching or is about to breach, its obligations under these Regulations, and the information sought to be obtained, as a result, is reasonably required to determine whether the Investment Club has breached, is breaching or is about to breach, its obligations under these Regulations. []
      (4) Where information is requested:
      a. the Information Notice must set out the reasons why the required information must be provided or produced; and
      b. such information must be provided or produced before the end of such time period as shall be specified in the Information Notice and at such place as may be specified.
      Derived (as from 20th December 2016).