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  • PART 6: PART 6: Proceedings in Respect of non-QFC Companies

    • Section 1: Section 1: Introduction

      • Article 150 - Scope of Application

        (1) This Part applies where:
        (A) assistance is sought in the QFC by a court or a representative in connection with a non-QFC proceeding;
        (B) assistance is sought outside the QFC in connection with a proceeding under these Regulations; or
        (C) a non-QFC proceeding and a proceeding under these Regulations in respect of the same Company are taking place concurrently.

      • Article 151 - Definitions

        For the purposes of this Part:

        (1) "non-QFC proceeding" means a collective judicial or administrative proceeding outside the QFC, including an interim proceeding, pursuant to a law relating to insolvency in which proceeding the assets and affairs of the company are subject to control or supervision by a court, for the purpose of reorganisation, administration or liquidation;
        (2) "non-QFC main proceeding" means a non-QFC proceeding taking place in the state where the company has its centre of main interests;
        (3) "non-QFC non-main proceeding" means a non-QFC proceeding, other than a non-QFC main proceeding, taking place in a state where the company has an establishment within the meaning of Article 151(5);
        (4) "non-QFC representative" means a person or body, including one appointed on an interim basis, authorised in a non-QFC proceeding to administer the reorganisation or the liquidation of the company's assets or affairs or to act as a representative of the non-QFC proceeding;
        (5) "establishment" means any place of operations where the company carries out a non-transitory economic activity with human means and goods or services; and
        (6) "centre of main interests" means, subject to Article 164(2) the place where the company conducts the administration of its interests on a regular basis and is therefore ascertainable by third parties.

      • Article 152 - International obligations of this State

        To the extent that this Part conflicts with an obligation of the State and/or the QFC Authority or the Regulatory Authority arising out of any treaty or other form of agreement to which it is a party with one or more other states, the requirements of the treaty or agreement prevail.

      • Article 153 - Competent QFC Court

        The functions referred to in this Part relating to recognition of non-QFC proceedings and cooperation with courts shall be performed by the QFC Court.

      • Article 154 - Authorisation of Administrator, Supervisor or Liquidator to act outside the QFC

        An Administrator, Supervisor or Liquidator is authorised to act outside the QFC on behalf of a proceeding under these Regulations, as permitted by the applicable non-QFC law.

      • Article 155 - Public policy exception

        Nothing in this Part prevents the QFC Court from refusing to take an action governed by this Part if the action would manifestly be contrary to the public policy of the State and/or the QFC.

      • Article 156 - Additional assistance under other laws

        Nothing in this Part limits the power of the QFC Court or an Administrator, Supervisor or Liquidator to provide additional assistance to a non-QFC representative under other Regulations.

      • Article 157 - Interpretation

        In the interpretation of this Part, regard is to be had to its international origin and to the need to promote uniformity in its application and the observance of good faith.

    • Section 2: Section 2: Access of non-QFC Representatives and Creditors to QFC Court

      • Article 158 - Right of direct access

        A non-QFC representative is entitled to apply directly to the QFC Court.

      • Article 159 - Limited jurisdiction

        The sole fact that an application pursuant to this Part is made to the QFC Court by a non-QFC representative does not subject the non-QFC representative or the non-QFC assets and affairs of the company to the jurisdiction of the QFC Court for any purpose other than the application.

      • Article 160 - Application by a non-QFC representative to commence a proceeding under these Regulations

        A non-QFC representative is entitled to apply to commence a proceeding under these Regulations if all of the other conditions for commencing such a proceeding are otherwise met.

      • Article 161 - Participation of a non-QFC representative in a proceeding under these Regulations

        Under recognition of a non-QFC proceeding, the non-QFC representative is entitled to participate in a proceeding regarding the Company under these Regulations, including appearing before the QFC Court where appropriate.

      • Article 162 - Access of non-QFC creditors to a proceeding under these Regulations

        (1) Subject to Article 162(2), non-QFC creditors have the same rights regarding the commencement of, and participation in, a proceeding under these Regulations as creditors in the QFC.
        (2) Article 162(1) does not affect the ranking of claims in a proceeding under these Regulations.

    • Section 3: Section 3: Recognition of a non-QFC Proceeding and Relief

      • Article 163 - Application for recognition of a non-QFC proceeding

        (1) A non-QFC representative may apply to the QFC Court for recognition of the non-QFC proceeding in which the non-QFC representative has been appointed.
        (2) An application for recognition shall be accompanied by:
        (A) a certificate from the court affirming the existence of the non-QFC proceeding and of the appointment of the non-QFC representative; or
        (B) in the absence of evidence referred to in Articles 163(2)(A), any other evidence acceptable to the QFC Court of the existence of the non-QFC proceeding and of the appointment of the non-QFC representative.
        (3) An application for recognition shall also be accompanied by a statement identifying all non-QFC proceedings in respect of the Company that are known to the non-QFC representative.
        (4) The QFC Court may require a translation of documents supplied in support of the application for recognition into English.

      • Article 164 - Presumptions concerning recognition

        (1) The QFC Court is entitled to presume that documents submitted in support of the application for recognition are authentic, whether or not they have been legalised.
        (2) In the absence of proof to the contrary, the Company's registered office is presumed to be the Company's centre of main interests.

      • Article 165 - Decision to recognise a non-QFC proceeding

        (1) Subject to Article 155, a non-QFC proceeding shall be recognised if:
        (A) the non-QFC proceeding is a proceeding within the meaning of Article 151(1);
        (B) the non-QFC representative applying for recognition is a person or body within the meaning of Article 151(4);
        (C) the application meets the requirements of Article 163(2); and
        (D) the application has been submitted to the QFC Court.
        (2) The non-QFC proceeding shall be recognised:
        (A) as a non-QFC main proceeding if it is taking place in the state where the Company has the centre of its main interests; or
        (B) as a non-QFC non-main proceeding if the Company has an establishment within the meaning of Article 151(5) outside the QFC.
        (3) An application for recognition of a non-QFC proceeding shall be decided upon at the earliest possible time.
        (4) The provisions of Articles 163, 164, 165 and 166 do not prevent modification or termination of recognition if it is shown that the grounds for granting it were fully or partially lacking or have ceased to exist.

      • Article 166 - Subsequent information

        From the time of filing the application for recognition of the non-QFC proceeding, the non-QFC representative shall inform the QFC Court promptly of:

        (1) any substantial change in the status of the recognised non-QFC proceeding or the status of the non-QFC representative's appointment; and
        (2) any other non-QFC proceeding regarding the same Company that becomes known to the non-QFC representative.

      • Article 167 - Relief that may be granted upon application for recognition of a non-QFC proceeding

        (1) From the time of filing an application for recognition until the application is decided upon, the QFC Court may, at the request of the non-QFC representative, where relief is urgently needed to protect the assets of the Company or the interests of the creditors, grant relief of a provisional nature, including:
        (A) staying execution against the Company's assets;
        (B) entrusting the administration or realisation of all or part of the Company's assets located in the QFC to the non-QFC representative or another person designated by the QFC Court, in order to protect and preserve the value of assets that, by their nature or because of other circumstances are perishable, susceptible to devaluation or otherwise in jeopardy; and
        (C) any relief mentioned in Article 168(1)(C), (D) and (G).
        (2) Unless extended under Article 168(1)(F), the relief granted under this Article terminates when the application for recognition is decided upon.
        (3) The QFC Court may refuse to grant relief under this Article 167 if such relief would interfere with the administration of a non-QFC main proceeding.

      • Article 168 - Relief that may be granted upon recognition of a non-QFC proceeding

        (1) Upon recognition of a non-QFC proceeding, whether main or non-main, where necessary to protect the assets of the Company or the interests of the creditors, the QFC Court may, at the request of the non-QFC representative, grant any appropriate relief, including:
        (A) staying the commencement or continuation of individual actions or individual proceedings concerning the Company's assets, rights, obligations or liabilities;
        (B) staying execution against the Company's assets to the extent it has not been stayed;
        (C) suspending the right to transfer, encumber or otherwise dispose of any assets of the Company;
        (D) providing for the examination of witnesses, the taking of evidence or the delivery of information concerning the Company's assets, affairs, rights, obligations or liabilities;
        (E) entrusting the administration or realisation of all or part of the Company's assets located in the QFC to the non-QFC representative or another person designated by the QFC Court;
        (F) extending relief granted under Article 167(1); and
        (G) granting any additional relief that may be available to an Administrator, Supervisor or Liquidator under the laws of the QFC.
        (2) Upon recognition of a non-QFC proceeding, whether main or non-main, the QFC Court may, at the request of the non-QFC representative, entrust the distribution of all or part of the Company's assets located in the QFC to the non-QFC representative or another person designated by the QFC Court, provided that the QFC Court is satisfied that the interests of creditors in the QFC are adequately protected.
        (3) In granting relief under this Article to a representative of a non-QFC non-main proceeding, the QFC Court must be satisfied that the relief relates to assets that, under these Regulations, should be administered in the non-QFC non-main proceeding or concerns information required in that proceeding.

      • Article 169 - Protection of creditors and other interested persons

        (1) In granting or denying relief under Article 167 or 168, or in modifying or terminating relief under Article 169(3), the QFC Court must be satisfied that the interests of the creditors and other interested persons, including the Company, are adequately protected.
        (2) The QFC Court may subject relief granted under Article 167 or 168 to conditions it considers appropriate.
        (3) The QFC Court may, at the request of the non-QFC representative or a person affected by relief granted under Article 167 or 168, or at its own motion, modify or terminate such relief.

      • Article 170 - Actions to avoid acts detrimental to creditors

        (1) Upon recognition of a non-QFC proceeding, the non-QFC representative has standing to initiate administration or Liquidation (whether voluntary or compulsory).
        (2) When the non-QFC proceeding is a non-QFC non-main proceeding, the QFC Court must be satisfied that the action relates to assets that, under the law of the QFC, should be administered in the non-QFC non-main proceeding.

      • Article 171 - Intervention by a non-QFC representative in proceedings in the QFC

        Upon recognition of a non-QFC proceeding, the non-QFC representative may, provided the requirements of these Regulations are met, intervene in any proceedings in which the Company is a party.

    • Section 4: Section 4: Cooperation with Courts and non-QFC Representatives

      • Article 172 - Cooperation and direct communication between the QFC Court and courts or non-QFC representatives

        (1) In matters referred to in Article 150, the QFC Court shall cooperate to the maximum extent possible with courts or non-QFC representatives, either directly or through a suitably appointed intermediary.
        (2) The QFC Court is entitled to communicate directly with, or to request information or assistance directly from courts or non-QFC representatives.

      • Article 173 - Cooperation and direct communication between the Administrator or Liquidator and courts or non-QFC representatives

        (1) In matters referred to in Article 150, an Administrator, Supervisor or Liquidator shall, in the exercise of its functions and subject to the supervision of the QFC Court, cooperate to the maximum extent possible with courts or non-QFC representatives.
        (2) The Administrator, Supervisor or Liquidator is entitled, in the exercise of his functions and subject to the supervision of the QFC Court, to communicate directly with courts or non-QFC representatives.

      • Article 174 - Forms of cooperation

        Cooperation referred to in Articles 172 and 173 may be implemented by any appropriate means, including:

        (1) appointment of a person or body to act at the direction of the QFC Court;
        (2) communication of information by any means considered appropriate by the QFC Court;
        (3) coordination of the administration and supervision of the Company's assets and affairs;
        (4) approval or implementation by the QFC Court of agreements concerning the coordination of proceedings; or
        (5) coordination of concurrent proceedings regarding the same Company.

    • Section 5: Section 5: Concurrent Proceedings

      • Article 175 - Commencement of a proceeding under these Regulations after recognition of a non-QFC main proceeding

        After recognition of a non-QFC main proceeding, an administration or Liquidation may be commenced only if the Company has assets in the QFC; the effects of that proceeding shall be restricted to the assets of the Company that are located in the QFC and, to the extent necessary to implement cooperation and coordination under Articles 172, 173 and 174, to other assets of the Company that, under these Regulations, should be administered in that proceeding.

      • Article 176 - Coordination of a proceeding under these Regulations and a non-QFC proceeding

        Where a non-QFC proceeding and a proceeding under these Regulations are taking place concurrently regarding the same Company, the QFC Court shall seek cooperation and coordination under Articles 172, 173 and 174, and the following shall apply:

        (1) when the proceeding in the QFC is taking place at the time the application for recognition of the non-QFC proceeding is filed, any relief granted under Article 167 or 168 must be consistent with the proceeding in the QFC;
        (2) when the proceeding in the QFC commences after recognition, or after the filing of the application for recognition, of the non-QFC proceeding, any relief in effect under Article 167 or 168 shall be reviewed by the QFC Court and shall be modified or terminated if inconsistent with the proceeding in the QFC; and
        (3) in granting, extending or modifying relief granted to a representative of a non-QFC non-main proceeding, the QFC Court must be satisfied that the relief relates to assets that, under these Regulations should be administered in the non-QFC non-main proceeding or concerns information required in that proceeding.

      • Article 177 - Coordination of more than one non-QFC proceeding

        In matters referred to in Article 156, in respect of more than one non-QFC proceeding regarding the same Company, the QFC Court shall seek cooperation and coordination under Articles 172, 173 and 174, and the following shall apply:

        (1) any relief granted under Article 167 or 168 to a representative of a non-QFC non-main proceeding after recognition of a non-QFC main proceeding must be consistent with the non-QFC main proceeding;
        (2) if a non-QFC main proceeding is recognised after recognition, or after the filing of an application for recognition, of a non-QFC non-main proceeding, any relief in effect under Article 167 or 168 shall be reviewed by the QFC Court and shall be modified or terminated if inconsistent with the non-QFC main proceeding; and
        (3) if, after recognition of a non-QFC non-main proceeding, another non-QFC non-main proceeding is recognised, the QFC Court shall grant, modify or terminate relief for the purpose of facilitating coordination of the proceedings.

      • Article 178 - Presumption of insolvency based on recognition of a non-QFC main proceeding

        In the absence of evidence to the contrary, recognition of a non-QFC main proceeding is, for the purpose of commencing a proceeding under these Regulations, proof of that Company's insolvency.

      • Article 179 - Rule of payment in concurrent proceedings

        Without prejudice to secured claims or rights in rem, a creditor who has received part payment in respect of its claim in a proceeding pursuant to a law relating to insolvency outside the QFC may not receive a payment for the same claim in a proceeding under these Regulations regarding the same Company, if and for so long as the payment to the other creditors of the same class is proportionately less than the payment the creditor has already received.