ICR 3 ICR 3 Incorporation and Registration
ICR 3.1 ICR 3.1 Application for Incorporation of an Investment Club
An applicant for the incorporation of an Investment Club must:(A) complete the prescribed form relevant to an LLC in Appendix 3 of the Companies Rules and file it with the CRO;(B) provide such additional material as may be required by the CRO; and(C) pay the Fee relevant to an LLC prescribed in Appendix 4 of the Companies Rules to the CRO.
The CRO may not register a company as an Investment Club unless the articles of association of such company comply with the Regulations, and Rule 3.2 below.
The QFC Authority, including the CRO, may share the information contained in the application for licensing and incorporation of an Investment Club with the QFC Regulatory Authority.
ICR 3.2 ICR 3.2 Articles of Association
If the standard articles of association are not adopted, then the articles of association filed by the Investment Club with the application for a certificate of incorporation must, at least, provide for all of the matters set out below:(A) the purpose for which the Investment Club is being formed;(B) the amount of share capital of the Investment Club and the creation of classes of shares, where the Investment Club considers that it may seek to create classes of shares;(C) the issue or alteration of share capital;(D) the rights attaching to shares or classes of shares;(E) the transfer of shares and, if relevant, liens over shares;(F) an annual general meeting;(G) the requisition, by Members, of general meetings;(H) the proceedings including voting at general meetings;(I) accounts and other information to be provided to Members before every annual general meeting;(J) the maximum number of directors;(K) the appointment, retirement, disqualification and removal of directors and other officers;(L) the remuneration of directors, provided that such remuneration shall be by payment of a fixed fee and not a remuneration based on a percentage of the value of the assets of the Investment Club;(M) the powers of directors, including powers to borrow on behalf of the Investment Club and the delegation of those powers;(N) proceedings of directors meetings;(O) appointment of the secretary;(P) the keeping of minutes;(Q) an obligation of the Investment Club to purchase the shares of the Member upon written notice provided by the Member to the Investment Club;(R) a prohibition on the offer of the shares of the Investment Club to Members of the public and/or listing or applying for listing, of those shares on a securities exchange;(S) the obligation to hold a Review Meeting at least once every 90 days; and(T) a prohibition on the carrying on an activity which falls with 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.(U) an obligation of the Investment Club to receive or make payments by way of bank transfer in accordance with Article 93 of the Regulations.