Part 3: Part 3: Holding Company
Article 20 — Holding Company Activity20.1 A
Holding Companyis a Companyincorporated under the Companies Regulationsand registered by the CROas a Holding Company. Subject to the terms of its Licence, a Holding Companymay only carry on any one or more of the following activities (" Holding Company Activities"):(a) owning and maintaining one or more Subsidiary;(b) granting any type of security interest over its assets (tangible or intangible, including but not limited to receivables, shares, real or personal rights, interests, options or privileges of any kind whatsoever in, over or in respect of any such asset) for its own benefit or for the benefit of any Entitywithin the Holding Company Group;(c) providing an indemnity, guarantee or similar support to any third party for its own benefit or for the benefit of any Entitywithin the Holding Company Group;(d) the acquisition, holding or disposal of any interest in any asset whether tangible or intangible for its own benefit or for the benefit of any Entitywithin the Holding Company Group;(e) providing any type of loan or other form of financing to any Entitywithin the Holding Company Group;(f) any activities which are ancillary to the activities set out under (a) to (e) above; and20.2 The Subsidiariesof a Holding Companyand other companies that may be established by the Holding Companywithin the Holding Company Groupmay be, but are not required to be, incorporated in the QFC.20.3 A Holding Companymust not engage:(a) in activities with any Persons that are not its Shareholdersor do not form part of its Holding Company Groupunless expressly provided for in Article 20.1; and(b) in any Regulated Activitywith any Persons that do not form part of its Holding Company Groupunless it is duly authorised by the Regulatory Authorityin relation to the conduct of such Regulated Activity. Amended (as from 19th October 2017).
Article 20A — Director, Secretary Or Senior Executive Function Of A Holding Company20A.1 A Holding Company shall have a minimum of one director which may be a Person that is a natural person or a body corporate. If a director is a body corporate, the Holding Company shall, before incorporation or promptly on appointment of the body corporate, furnish to the CRO copies of its up to date constitutional documents, full details of its legal owners (including any changes from time to time to such documents or information). The Holding Company must provide such further information as the CRO may require regarding the legal owners of the body corporate.20A.2 The CRO may publish similar information about the body corporate acting as a director of a Holding Company as it would have published had the director been a natural person. The CRO shall not make available on the CRO's public register or to the public, information regarding legal owners of the corporate director supplied in accordance with Article 20A.1, except pursuant to either a statutory obligation or an order of the
QFC Courtto disclose the information and, in such cases, the CRO may make available such information on terms it considers appropriate.20A.3 A Holding Company shall appoint a secretary which may be a natural person, a body corporate or a Support Services Provider, or a subsidiary of the Support Services Provider.20A.4 In respect of a Holding Company, the director and secretary may be the same body corporate and the director, secretary and Senior Executive Functionmay be the same natural person.20A.5 Where relevant, holding more than one appointment shall not be in contravention of any requirements or restrictions on a sole director performing the functions of a secretary and a director. For the purposes of the Companies Regulations, any acts validly carried out by the Person performing one or more of these functions for the Holding Company shall be deemed to satisfy any corporate capacity, quorum and procedural requirements of the Companies Regulations.20A.6 Where a Person performs more than one function of the director, secretary and Senior Executive Function, that Person shall ensure that he avoids or manages any conflicts of interests that arise in the performance of more than function.20A.7 Unless it has engaged the services of the Support Services Provider to perform the functions of a director or secretary, a Holding Company shall ensure:(a) in the case of a natural person that performs the functions of a director or secretary, that at least one of its director(s) or secretary is resident in the State; or(b) in the case of body corporate that performs the functions of a director or secretary, that at least one of its director(s) or secretary which is a body corporate has a registered office in the State.20A.8 A Holding Company may comply with all or any of its obligations regarding appointment of a Senior Executive Functionunder Rule 11.3 of the QFCA Rules through the appointment of a natural person from the Support Services Provider.20A.9 A Holding Company shall file a notice with the CRO of any change to its directors or its secretary within twenty-one days of the change of the director or secretary, as the case may be, using the Prescribed Form and paying the Prescribed Fee. In the case of a change in a corporate director, the Holding Company shall, at the time of filing the notice of change, supply to the CRO the information prescribed in Article 20A.1 concerning such a director. Inserted (as from 19th October 2017).
Amended (as from 6th July 2021).
Article 21 — Accounts and Audit
A Holding Company that is
Passiveis not required to appoint auditors, have its accounts examined and reported on by auditors, or to lay its accounts before a meeting of its Members, or file such accounts with the CRO, unless it is directed to do so in writing by the QFC Authority. Amended (as from 19th October 2017).
Article 22 — Exemptions from the Companies Regulations
22.1 Unless otherwise provided in these Regulations or directed to do so in writing by the QFC Authority, Part 3A, Part 4, Part 6 and Part 7 of the
Companies Regulationsdo not apply to a Holding Company.22.2 Article 47 and Article 48 of the Companies Regulations shall not apply to a Holding Company that is Passive.22.3 A Holding Company is not required to hold an annual meeting of its Members.22.4 If a Holding Company does not hold a meeting, Article 69 of the Companies Regulations shall not apply to that Holding Company. Inserted (as from 19th October 2017).
Article 23 — Exemptions from the Companies Regulations for State's Holding Companies23.1 Unless otherwise provided in these Regulations or directed to do so in writing by the QFC Authority, a Holding Company who is ultimately wholly owned by the Government of the State:(c) is not required to appoint auditors, have its accounts examined and reported on by auditors, or to lay its accounts before a meeting of its Members, or file its accounts with the CRO.
Inserted (as from 19th October 2017).
Article 23A — Reporting23A.1 A Holding Company must file a notice with the CRO of any of the following changes using the Prescribed Form and paying the Prescribed Fee within twenty-one days of their occurrence:(a) any change concerning its Support Services Provider, if one is appointed; and(b) any change to its
Shareholdersor its legal owners or Beneficial Ownerssubject to Article 23B. Inserted (as from 19th October 2017).
Article 23B — Share Transfers23B.1 A Holding Company may not register a transfer of shares in the Holding Company until the QFC Authority has confirmed in writing that it does not object to such transfer.23B.2 The QFC Authority may provide by way of Rules for the manner in which a Holding Company shall apply to it for the confirmation required under Article 23A.1.
Inserted (as from 19th October 2017).
Article 23C — [INTENTIONALLY OMITTED]
Inserted (as from 19th October 2017).
Deleted (as from 6th July 2021).