• 3. 3. Holding Companies

    • 3.1 3.1 Key Terms

      • 3.1.1 What is a Holding Company?

        A Holding Company is a company incorporated under the QFC Companies Regulations, and registered by the CRO as a Holding Company.

        Amended (as from 19th October 2017).

      • 3.1.2 What are Holding Company Activities?

        Holding Company Activities are one or more of the activities listed in Article 20.1 of the QFC Special Company Regulations that a Holding Company may be permitted to carry on under the terms of its Licence.

        Amended (as from 19th October 2017).

      • 3.1.3 What is a Subsidiary?

        A Subsidiary is as defined in the QFC Special Company Regulations.

        Amended (as from 19th October 2017).

      • 3.1.4 What is a Group?

        A Group is as defined in the QFC Special Company Regulations.

        Amended (as from 19th October 2017).

    • 3.2 3.2 Basic Concepts

      • 3.2.1 Permitted Activities

        (1) A Holding Company may only carry out Holding Company Activities to the extent that it is permitted to carry out such activities under its Licence.
        (2) The only activities in which a Holding Company is permitted to engage with any Persons that are outside its Group are the Permitted Activities within the scope of its Licence.
        Amended (as from 19th October 2017).

      • 3.2.2 Ancillary services

        (1) The definition of Holding Company Activities in Article 20.1 of the QFC Special Company Regulations includes activities which are "ancillary" to the activities set out at Article 20.1(a) to (e).
        (2) The QFC Authority may decide on a case by case basis which activities fall within this category.
        Amended (as from 19th October 2017).

      • 3.2.3 Regulated Activities

        A Holding Company must not engage in Regulated Activities by way of business with third parties outside its Group without authorisation from the Regulatory Authority.

        Amended (as from 19th October 2017).

      • 3.2.4 Application of the QFC Companies Regulations

        By virtue of its status as a Holding Company, a Holding Company is exempt from the provisions of the QFC Companies Regulations as set out in the QFC Special Company Regulations.

        Inserted (as from 19th October 2017).

    • 3.3 3.3 Key Requirements

      • 3.3.1 Licence

        A licence to conduct Holding Company Activities may be granted by the QFC Authority. The Rules in 3.4 of these Rules set out the process for seeking a Licence and the criteria that the QFC Authority will apply in determining whether to grant such a Licence.

        Amended (as from 19th October 2017).

      • 3.3.2 Registration

        A Company may be registered by the CRO as a Holding Company, if its Articles of Association conform to the requirements stated in Article 25 of the QFC Special Company Regulations and the QFC Authority has granted a Licence for it to conduct Holding Company Activities. Rules as to the manner and circumstances in which the CRO may register a Company as a Holding Company are set out at 4.2 below.

        Amended (as from 19th October 2017).

    • 3.4 3.4 Licence to conduct Holding Company Activities

      • 3.4.1 Application to conduct Holding Company Activities

        An applicant seeking permission to conduct Holding Company Activities must:

        (A) complete the form prescribed in Appendix 1 and file it with the QFC Authority;
        (B) provide such additional material as may be required by the QFC Authority; and
        (C) pay the fee prescribed in Appendix 2 to the QFC Authority.
        Amended (as from 19th October 2017).

      • 3.4.2 Licensing Criteria

        When assessing an application to conduct Holding Company Activities, the QFC Authority may consider any of the following criteria, as well as any other criteria which in its sole discretion considers relevant in order to further the QFC Authority's objectives in Article 5 of the QFC Law:

        (A) the background and history of the applicant;
        (B) the fitness and propriety of individuals performing the Senior Executive Function;
        (C) the fitness and propriety of the persons who Control the applicant (for this purpose Control has the meaning set out in the QFCA Rules, Part 2 - General Rules, Rule 8.2.1);
        (D) the ownership of the applicant, including the identity and details of Beneficial Owners of the applicant;
        (E) whether the proposed business plan of the applicant is likely to be beneficial to the development of the QFC; and
        (F) such other criteria as the QFC Authority may consider relevant or necessary.
        Amended (as from 19th October 2017).
        Amended (as from 6th July 2021).

    • 3.5 Notification to the QFC Authority of Formation or dissolution of Subsidiary outside the QFC

      Each time a Holding Company incorporates or dissolves a Subsidiary outside the QFC, and in any event at least annually by 31 March of each year, the Holding Company must notify the QFC Authority using the form prescribed in Appendix 1 of the Members and structure of its Holding Company Group.

      Amended (as from 19th October 2017).

    • 3.6 Transfers of Shares

      (1) Article 23B of the QFC Special Company Regulations provides that 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 a transfer.
      (2) A Holding Company applying for the QFC Authority's non-objection to such a transfer must:
      (A) complete the form prescribed in Appendix 1 and file it with the QFC Authority;
      (B) provide such additional material as may be required by the QFC Authority, including details and any changes to the details of the Beneficial Owners of the proposed shareholders; and
      (C) pay the fee prescribed in Appendix 2 to the QFC Authority.
      (3) Before the QFC Authority confirms that it does not object to such a transfer, the Holding Company must satisfy the QFC Authority that the proposed transferee is fit and proper to be registered as a Shareholder of the Holding Company.
      Inserted (as from 19th October 2017).