• QFCA Rules

    • Companies Rules (COMP)

      Click here to view earlier versions of Companies Rules (COMP).

      Companies Rules (COMP)
      COMP 1:
      Application, Purpose and Interpretation
      COMP 1.1 Application
      COMP 1.2 Purpose
      COMP 1.3 Interpretation
      COMP 2:
      Incorporation of an LLC
      COMP 2.1 Application for incorporation of an LLC
      COMP 2.2 Articles of Association
      COMP 3:
      Incorporation of an LLC(G)
      COMP 3.1 Application for incorporation of an LLC(G)
      COMP 3.2 Articles of Association of an LLC(G)
      COMP 3.3 Members' undertaking
      COMP 3.4 Registered Office of an LLC(G)
      COMP 4:
      LLC and LLC(G) registry, Forms and Fees
      COMP 4.1 Forms
      COMP 4.2 Time for Filing Forms
      COMP 4.3 Fees
      COMP 4.4 Provision of Information
      COMP 5:
      Accounting and Audit
      COMP 5.1 Accounting Standards
      COMP 5.2 Approved Auditors
      COMP 5.3 Register of Approved Auditors
      COMP 6:
      Migration of Body Corporate
      COMP 6.1 Transfer of Incorporation to the QFC
      COMP 6.2 Transfer of Incorporation from the QFC to another jurisdiction
      COMP 7:
      Miscellaneous
      COMP 7.1 Registers and Records
      COMP 7.2 Objection to Notice of Financial Penalty
      COMP App1:
      Standard Articles
      COMP A1.1 The LLC Standard Articles
      COMP App2:
      Standard Articles
      COMP A2.1 The LLC(G) Standard Articles
      COMP App3:
      Prescribed Forms
      COMP A3.1 Prescribed Company Forms
      COMP App4:
      Prescribed Fees
      COMP A4.1 Prescribed Company Fees

       

      Amended (as from 5th April 2015).

       

      • COMP 1 COMP 1 Application, Purpose and Interpretation

        • COMP 1.1 COMP 1.1 Application

          These rules apply to every person to whom the Companies Regulations apply.

          Amended (as from 5th April 2015).

          • COMP 1.1.1 [Deleted]

            Deleted (as from 5th April 2015).

        • COMP 1.2 COMP 1.2 Purpose

          The purpose of these rules is to provide further detail in respect of the operation of the Companies Regulations. Accordingly, these rules should be read in conjunction with the Companies Regulations.

          Amended (as from 5th April 2015).

          • COMP 1.2 Guidance [Deleted]

            Deleted (as from 5th April 2015).

        • COMP 1.3 COMP 1.3 Interpretation

          • COMP 1.3.1

            In these rules:

            (A) defined terms are identified by the capitalisation of the initial letter of the word or phrase and are in italics;
            (B) defined terms have the same meaning as they have in the Companies Regulations.
            Amended (as from 5th April 2015).

      • COMP 2 COMP 2 Incorporation of an LLC

        Amended (as from 5th April 2015).

        • COMP 2.1 COMP 2.1 Application for incorporation of an LLC

          • COMP 2.1.1

            An applicant for the incorporation of an LLC must:

            (A) complete the Prescribed Form and file it with the CRO;
            (B) provide such additional material as may be required by the CRO; and
            (C) pay the Fee prescribed in Appendix 4 to the CRO.
            Inserted (as from 5th April 2015).

          • COMP 2.1.2

            The CRO may not register a Company as an LLC unless the Articles of Association of the Company comply with the conditions stated in Article 49 of the Companies Regulations and Rule 2.2 below.

            Inserted (as from 5th April 2015).

        • COMP 2.2 COMP 2.2 Articles of Association

          Amended (as from 5th April 2015).

          • COMP 2.2.1

            For the purposes of Article 49 of the Companies Regulations, the articles of association set out in COMP Appendix 1 are prescribed as the standard LLC articles of association.

            Amended (as from 5th April 2015).

          • COMP 2.2.2

            If the standard articles are not adopted, then the articles filed by the LLC with the application for a certificate of incorporation must, at least, provide for:

            (A) the purpose for which the LLC is being formed;
            (B) the amount of share capital of the LLC and the creation of classes of shares, where the LLC 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;
            (M) the powers of directors, including powers to borrow on behalf of the company and the delegation of those powers;
            (N) proceedings of directors meetings;
            (O) appointment of the secretary; and
            (P) the keeping of minutes.
            Amended (as from 5th April 2015).

      • COMP 3 COMP 3 Incorporation of an LLC(G)

        • COMP 3.1 COMP 3.1 Application for incorporation of an LLC(G)

          • COMP 3.1.1

            An applicant for the incorporation of an LLC(G) must:

            (A) complete the Prescribed Form and file it with the CRO;
            (B) provide such additional material as may be required by the CRO; and
            (C) pay the Fee prescribed in Appendix 4 to the CRO.
            Inserted (as from 5th April 2015).

          • COMP 3.1.2

            The CRO may not register a Company as an LLC(G) unless the articles of association of the Company comply with the conditions stated in Article 92S of the Companies Regulations and Rule 3.2 below.

            Inserted (as from 5th April 2015).

        • COMP 3.2 COMP 3.2 Articles of Association of an LLC(G)

          • COMP 3.2.1

            For the purposes of Article 92S of the Companies Regulations, the articles of association set out in Appendix 2 are prescribed as the standard LLC(G) articles of association.

            Inserted (as from 5th April 2015).

          • COMP 3.2.2

            If the standard LLC(G) articles of association are not adopted, then the articles filed by the LLC(G) with the application for a certificate of incorporation must, at least, provide for:

            (A) the purpose for which the LLC(G) is being formed;
            (B) the extent to which the Members have undertaken to contribute towards the assets of the LLC(G);
            (C) accounts and other information to be provided to members;
            (D) the maximum number of directors;
            (E) the appointment, retirement, disqualification and removal of directors and other officers;
            (F) the remuneration of directors;
            (G) the powers of directors, including powers to borrow on behalf of the company and the delegation of those powers;
            (H) proceedings of directors meetings;
            (I) appointment of the secretary; and
            (J) the keeping of minutes.
            Inserted (as from 5th April 2015).

        • COMP 3.3 Members' undertaking

          For the purposes of Article 92B of the Companies Regulations the terms and minimum level of undertaking that a Member of an LLC(G) shall be required to provide shall be as follows:

          The Member's undertaking must state that each Member undertakes that, if the LLC(G) is wound up while he is a Member or within one year after he ceases to be a Member, he will contribute to the assets of the LLC(G) such amount as may be required for:—

          (A) payment of the debts and liabilities of the LLC(G) contracted before he ceases to be a Member;
          (B) payment of the costs, charges and expenses of winding up; and
          (C) adjustment of the rights of the contributories among themselves not exceeding a specified amount.
          The value of a Member's undertaking shall be no less than QAR1000.
          Inserted (as from 5th April 2015).

        • COMP 3.4 Registered Office of an LLC(G)

          For the purposes of Article 92L of the Companies Regulations, the CRO may waive the requirement for an LLC(G) to maintain a Registered Office situated in the QFC where the LLC(G) appoints and retains a Support Services Provider and the Support Services Provider has a Registered Office in the QFC, in which case the LLC(G) may use that office as its Registered Office.

          Inserted (as from 5th April 2015).

      • COMP 4 COMP 4 LLC and LLC(G) registry, Forms and Fees

        Amended (as from 5th April 2015).

        • COMP 4.1 COMP 4.1 Forms

          Amended (as from 5th April 2015).

          • COMP 4.1.1

            The Prescribed Forms identified in column 3 in the table in Appendix 3 are for the purposes set out in column 1 of that table.

            Amended (as from 5th April 2015).

          • COMP 4.1.2

            (1) The Prescribed Forms must be completed in accordance with any directions, instructions or requirements contained in the Prescribed Form.
            (2) An annexure to a Prescribed Form must be endorsed with the words:

            "This is the annexure to the (insert description of form) relating to (insert name of LLC or LLC(G)) dated (insert date of form)."
            Amended (as from 5th April 2015).

          • COMP 4.1.3

            Any form, annexure or other document filed with the CRO must be filed a manner prescribed by the QFC Authority Rules from time to time including by approved electronic means.

            Amended (as from 5th April 2015).

          • COMP 4.1.4

            Where a provision of the Companies Regulations or these rules requires a certified copy of a document to be filed with the CRO, the copy must be certified by:

            (A) in the case of a document created or issued by an LLC, LLC(G) or Non-QFC Company itself, including but not limited to resolutions, articles of association and other constitutional documents, a director, secretary or an individual performing the Senior Executive Function of the LLC, LLC(G) or Non-QFC Company;
            (B) in the case of a document issued by the public body responsible for the incorporation of companies or the maintenance of the company registry in another jurisdiction, a person properly authorised by that public body, a director, secretary or an individual performing the Senior Executive Function; or
            (C) in any other case, a person duly authorised to certify official documents in the jurisdiction in which the copy is being certified.
            Amended (as from 5th April 2015).

        • COMP 4.2 COMP 4.2 Time for Filing Forms

          Amended (as from 5th April 2015).

          • COMP 4.2.1

            Where a notice is required to be filed with the CRO, the notice must be filed, in the absence of a time limit being stated in the Companies Regulations or these rules, within 21 days of the date of the happening of the event to which the notice relates.

            Amended (as from 5th April 2015).

        • COMP 4.3 COMP 4.3 Fees

          Amended (as from 5th April 2015).

          • COMP 4.3.1

            The fees identified in column 3 in the table in Appendix 4 are prescribed for the purposes set out in column 1 of that table.

            Amended (as from 5th April 2015).

        • COMP 4.4 COMP 4.4 Provision of Information

          Amended (as from 5th April 2015).

          • COMP 4.4.1

            (1) The CRO will, upon application and payment of the Prescribed Fee, produce an extract of the information maintained in the register maintained by the CRO in relation to any particular LLC, LLC(G) or Branch.
            (2) An extract of information produced pursuant to (1) is prima facie evidence of the matters stated in it.
            Amended (as from 5th April 2015).

          • COMP 4.4.2

            (1) The CRO will, upon application and payment of the Prescribed Fee, produce a certified copy of a certificate of incorporation of an LLC, LLC(G) or of a certificate of registration of a Branch, or any document filed with the CRO.
            (2) A certified copy of a certificate of incorporation or certificate of registration produced pursuant to (1) is conclusive evidence of the incorporation of the LLC, LLC(G) or registration of the Branch.
            Amended (as from 5th April 2015).

      • COMP 5 COMP 5 Accounting and Audit

        Amended (as from 5th April 2015).

        • COMP 5.1 COMP 5.1 Accounting Standards

          Amended (as from 5th April 2015).

          • COMP 5.1.1

            For the purposes of Article 82 of the Companies Regulations, the accounting standards published by the Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI) are prescribed in respect of an LLC which is an Authorised Firm and which has an endorsement authorising it to conduct Islamic Financial Business (as defined in the QFCRA Islamic Finance Rules 2005 made pursuant to the Financial Services Regulation).

            Amended (as from 5th April 2015).

        • COMP 5.2 COMP 5.2 Approved Auditors

          Amended (as from 5th April 2015).

          • COMP 5.2.1

            An auditor applying for approval by the QFC Authority and to be entered onto the register of approved auditors maintained by the CRO must:

            (A) complete the form prescribed in Appendix 3 and file it with the QFC Authority;
            (B) provide such additional material as may be required by the QFC Authority; and
            (C) pay the Prescribed Fee to the QFC Authority.
            Amended (as from 5th April 2015).

          • COMP 5.2.2

            Subject to Rule 5.2.3, before the QFC Authority approves an auditor to appear on the register an applicant must satisfy the QFC Authority that it:

            (A) is fit and proper to be registered as an auditor taking into account:
            (i) where the applicant is an individual, the applicant's:
            (a) qualifications;
            (b) experience;
            (c) membership of relevant professional bodies; and
            (d) available resources; and
            (ii) where the applicant is a firm, the applicant's:
            (a) background and history;
            (b) ownership and Group; and
            (c) resources; and
            any other information required by the QFC Authority;
            (B) has adequate professional indemnity insurance which provides cover in respect of work undertaken in the QFC; and
            (C) meets any other requirements prescribed by the QFC Authority.
            Amended (as from 5th April 2015).

          • COMP 5.2.3

            An applicant shall be taken to meet the criteria set out in Rule 5.2.2 if that applicant is:

            (A) registered as an auditor in a jurisdiction acceptable to the QFC Authority; and
            (B) in good standing with the body responsible for registration of auditors in that jurisdiction.
            Amended (as from 5th April 2015).

          • COMP 5.2.4

            An auditor must pay the annual fee prescribed in Appendix 4 to remain on the register of approved auditors.

            Amended (as from 5th April 2015).

          • COMP 5.2.5

            (1) The QFC Authority may require an auditor to file with it:
            (A) at the time of filing an application for approval and registration; or
            (B) at the time of payment of the annual fee or by such later time that the QFC Authority may direct
            an assessment completed within the preceding three months by a firm or body approved for this purpose by the QFC Authority addressing such matters relating to the auditor as notified by the QFC Authority.
            (2) If upon receiving an assessment the QFC Authority forms the view that the auditor is no longer fit and proper to be on the register of approved auditors, the QFC Authority may cancel the registration of the auditor.
            (3) The auditor must pay for the services of the firm or body undertaking the assessment referred to in (1).
            Amended (as from 5th April 2015).

          • COMP 5.2.6

            If, at any time after registration, an auditor no longer meets the requirements for registration as an approved auditor, the auditor must immediately inform the QFC Authority in writing.

            Amended (as from 5th April 2015).

        • COMP 5.3 COMP 5.3 Register of Approved Auditors

          The CRO will maintain the register of approved auditors by recording the following information in respect of current and former registered approved auditors:

          (A) full name;
          (B) address;
          (C) date of registration as an approved auditor with the QFC Authority; and
          (D) date of cessation of registration as an auditor with the QFC Authority.
          Amended (as from 5th April 2015).

          • COMP 5.3.1 [Deleted]

            Deleted (as from 5th April 2015).

      • COMP 6 COMP 6 Migration of Body Corporate

        Amended (as from 5th April 2015).

        • COMP 6.1 COMP 6.1 Transfer of Incorporation to the QFC

          Amended (as from 5th April 2015).

          • COMP 6.1.1

            An application pursuant to Article 110 of the Companies Regulations must be accompanied by:

            (A) the articles of continuation as required in Article 110(2)(B) of the Companies Regulations, together with:
            (i) a certified copy of the current certificate of its incorporation or document of similar effect and any amendments thereto; and
            (ii) a certified copy of the articles of association or other constitutional document of similar effect and any amendments thereto;
            (B) evidence satisfactory to the CRO that the Non-QFC Company is permitted by the laws of the jurisdiction in which it is incorporated to be continued under the laws of another jurisdiction and that it has complied with all the relevant requirements;
            (C) evidence satisfactory to the CRO that all necessary consents in the original jurisdiction of incorporation, including but not limited to any necessary consent of shareholders, have been obtained and certified;
            (D) a copy of the Non-QFC Company's most recent audited accounts filed with the relevant authority in the jurisdiction in which it is incorporated or otherwise to the satisfaction of the CRO; and
            (E) the relevant Prescribed Fee prescribed in Appendix 4.
            Amended (as from 5th April 2015).

          • COMP 6.1.2

            If any documents submitted to the CRO are not in the English language, the documents must be accompanied by a certified English translation.

            Amended (as from 5th April 2015).

          • COMP 6.1.3

            (1) A Non-QFC Company must not apply to the CRO under Article 110 of the Companies Regulations unless the directors have filed with the CRO a declaration that:
            (A) the Non-QFC Company is solvent;
            (B) at the time of the application, there is no reasonable prospect of the Non-QFC Company becoming insolvent; and
            (C) there are no applications made to any court:
            (i) to put the Non-QFC Company into liquidation;
            (ii) to wind up the Non-QFC Company;
            (iii) to have the Non-QFC Company declared insolvent; or
            (iv) for the appointment of a receiver in relation to any property of the Non-QFC Company.
            (2) In (1) 'insolvent' has the meaning given under the Insolvency Regulations 2005.
            Amended (as from 5th April 2015).

          • COMP 6.1.4

            A Non-QFC Company which is an Authorised Firm and which wishes to transfer its incorporation to the QFC and be continued as an LLC under Article 110 of the Companies Regulations must obtain the prior written consent of the Regulatory Authority.

            Amended (as from 5th April 2015).

          • COMP 6.1.5

            A certificate of continuation is conclusive evidence that the Non-QFC Company is a duly registered LLC from the date of continuation stated in the certificate.

            Amended (as from 5th April 2015).

          • COMP 6.1.6

            Where a Non-QFC Company is continued as an LLC, the LLC must file with the CRO any certificate or document issued under the laws of the jurisdiction of the Non-QFC Company evidencing the fact the Non-QFC Company has ceased to be incorporated under the laws of that jurisdiction.

            Amended (as from 5th April 2015).

        • COMP 6.2 COMP 6.2 Transfer of Incorporation from the QFC to another jurisdiction

          Amended (as from 5th April 2015).

          • COMP 6.2.1

            An LLC or LLC(G), applying to the CRO for authorisation to transfer its incorporation and be continued as a Non-QFC Company, must apply in writing to the CRO and must be accompanied by:

            (A) a certified copy of the Special Resolution approving that the LLC or LLC(G) transfer its incorporation and be continued as a Non-QFC Company;
            (B) evidence acceptable to the CRO that:
            (i) the LLC or LLC(G) is able to transfer its incorporation and be continued under the laws of another jurisdiction; and
            (ii) the laws of the other jurisdiction satisfy the requirements set out in Article 115 of the Regulations;
            (C) the Regulatory Authority's written consent if the LLC is an Authorised Firm;
            (D) any declaration, certification, information, document or confirmation as the CRO may require; and
            (E) the relevant Prescribed Fee in Appendix 4.
            Amended (as from 5th April 2015).

          • COMP 6.2.2

            (1) An LLC or LLC(G) must not apply to the CRO under Article 115 of the Companies Regulations unless the directors have filed with the CRO a declaration that:
            (A) the LLC or LLC(G) is solvent;
            (B) at the time of the application, there is no reasonable prospect of the LLC or LLC(G) becoming insolvent; and
            (C) there are no applications made to any court:
            (i) to put the LLC or LLC(G) into liquidation;
            (ii) to wind up the LLC or LLC(G);
            (iii) to have the LLC or LLC(G) declared insolvent; or
            (iv) for the appointment of a receiver in relation to any property of the LLC or LLC(G).
            (2) In (1) 'insolvent' has the meaning given under the Insolvency Regulations 2005.
            Amended (as from 5th April 2015).

          • COMP 6.2.3

            An LLC or LLC(G) making an application under Article 115 of the Companies Regulations must place a legible and comprehensible notice 60 days prior to making such an application in one or more newspapers or other publication best suited to bring the proposed transfer of incorporation to the attention of any persons who may be affected by such transfer.

            Amended (as from 5th April 2015).

      • COMP 7 COMP 7 Miscellaneous

        Amended (as from 5th April 2015).

        • COMP 7.1 COMP 7.1 Registers and Records

          Amended (as from 5th April 2015).

          • COMP 7.1.1

            Subject to any specific requirement of the Companies Regulations, any register or record that an LLC or LLC(G) is required to keep or maintain by operation of the Companies Regulations or these rules, must be kept at the registered office of the LLC or LLC(G) or at such other place determined by the directors.

            Amended (as from 5th April 2015).

          • COMP 7.1.2

            A decision of the directors to keep any register or record referred to in Rule 7.1.1 at a place other than the registered office of the LLC or LLC(G) must only be made by the directors at a directors' meeting and minutes must be kept of the decision, including the decision as to the place at which the registers or records must be maintained.

            Amended (as from 5th April 2015).

        • COMP 7.2 COMP 7.2 Objection to Notice of Financial Penalty

          To object to the imposition of a financial penalty in accordance with Article 129(3)(B) of the Companies Regulations, a person must file with the CRO within the period stated in the notice of imposition of financial penalty a notice of objection which sets out the following information:

          (A) the name of the person to whom the notice of imposition of financial penalty was addressed;
          (B) the date of the notice of imposition of financial penalty;
          (C) the period within which objection to the imposition of financial penalty must be made; and
          (D) every matter which the person believes ought to be taken into account by the CRO in determining whether to commence proceedings in the Tribunal for payment of financial penalty.
          Amended (as from 5th April 2015).

          • COMP 7.2.1 [Deleted]

            Deleted (as from 5th April 2015).

      • COMP App1 COMP App1 Standard Articles

        • COMP A1.1 COMP A1.1 The LLC Standard Articles

          • COMP A1.1.1

            For the purposes of the Article 49 of Companies Regulations and these rules, these are the 'Standard Articles' for an LLC.

            INTERPRETATION

            1. In these articles:
            (A) "the Regulations" means the QFC Companies Regulations 2005; and
            (B) Unless otherwise indicated, words or expressions contained in these articles bear the same meaning as in the Regulations.
            (C) Unless otherwise indicated, words or expressions contained in these Articles bear the same meaning as in the Regulations or the QFC Special Company Regulations No. 5 of 2012.
            (D) Use of the singular includes the plural and vice versa and any one gender includes the other gender and any reference to 'persons' includes natural persons, firms, partnerships, companies and corporations.
            (E) The clause and paragraph headings in these Articles are for convenience only and will not affect the interpretation of these Articles.
            (F) "Written" or "in writing" includes all modes of representing or reproducing words in visible form, including in the form of electronic mail
            (G) "Shall" must be construed as imperative and 'may' shall be construed as "permissive". A reference to a clause or to a schedule is a reference to a clause or a schedule of this Agreement.
            (H) A reference to a law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them
            (I) Any phrase introduced by the terms "including", "include', "in particular" or other similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
            (J) Headings are inserted for reference only and shall be ignored in construing the Articles.

            SHARE CAPITAL

            2. Subject to the Regulations and without prejudice to any rights attached to any existing shares, shares may be issued with such rights or restrictions as the LLC may by resolution determine.
            3. Subject to the Regulations, the LLC may issue, or convert existing non-redeemable shares, whether issued or not, into redeemable shares at option of the LLC or the shareholder.
            4. No person may be recognised by the LLC as holding any share upon trust.

            SHARE CERTIFICATES

            5. Unless the conditions of allotment of the shares otherwise provide, the LLC shall provide to every member:
            (A) a share certificate for the shares of each class allotted to him;
            (B) a share certificate for the shares transferred to him; and
            (C) upon transferring a part of his shares, of any class, a share certificate for the balance of his holding.
            Such share certificate shall be provided without payment but if the member requires additional share certificates, the LLC may charge a reasonable fee for every share certificate after the first share certificate.
            6. Every share certificate shall specify the number, class and distinguishing numbers of the shares to which it relates.
            7. If a share certificate is lost or destroyed, it may be replaced on such terms which may include indemnity and payment of reasonable expenses as the directors may determine. If a share certificate is defaced or worn out, it may be replaced on delivery of the old certificate upon the payment of such fee as the directors may determine.

            TRANSFER OF SHARES

            8. The instrument of transfer of a share may be in any form which the directors may approve and shall be executed by or on behalf of the transferor.
            9. The directors may refuse to register the transfer of a share to a person of whom they do not approve and they may refuse to register the transfer of a share unless:
            (A) the instrument of transfer, the share certificate and any other evidence that the directors may reasonably require, are filed at the registered office;
            (B) the transfer is in respect of only one class of shares; and
            (C) the transfer is in favour of not more than four transferees.
            10. If the directors refuse to register a transfer of a share, they shall within one month notify the transferee accordingly.
            11. The directors may suspend the registration of transfers of shares at such times and for such periods as determined by them.
            12. The LLC may charge a reasonable fee for the registration of any instrument of transfer.
            13. The LLC shall retain any instrument of transfer which is registered.

            TRANSMISSION OF SHARES

            14. If a member dies his personal representative and, where he was a joint holder, the survivor or survivors shall be the only persons recognised by the LLC as having title to the shares.
            15. A person becoming entitled to a share in consequence of the death or bankruptcy of a member shall be registered as a member upon giving notice to the LLC and upon registration he shall have the same rights as the holders of the same class of shares.

            ALTERATION OF SHARE CAPITAL

            16. The LLC may by resolution:
            (A) increase its share capital by creating new shares;
            (B) consolidate and divide all or any of its shares (whether issued or not) into shares of larger amount than its existing shares;
            (C) sub-divide its shares, or any of them, into shares of smaller amount; and
            (D) cancel shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of the LLC's share capital by the amount of the shares so cancelled.
            17. Any fractions of shares resulting from a consolidation of shares may be sold by the directors on behalf of the members and the net proceeds distributed proportionately amongst those members.
            18. The LLC may, in accordance with the Regulations, reduce its share capital in any way and on such terms as it may decide.

            PURCHASE OF OWN SHARES

            19. Subject to the provisions of the Regulations, the LLC may purchase its own shares.

            GENERAL MEETINGS

            20. All general meetings other than annual general meetings shall be called extraordinary general meetings.
            21. The directors may, and on the requisition of members in accordance with the Regulations, shall, call extraordinary general meetings.

            REQUISITION AND NOTICE OF GENERAL MEETINGS

            22. Subject to the Regulations, an annual general meeting and an extraordinary general meeting shall be called by at least twenty-one days' notice to all the members, the directors and auditors.
            Such notice of general meeting shall specify the time and place of the meeting and the general nature of the matters to be considered. A notice of meeting in respect of an annual general meeting shall in addition specify that it is in respect of an annual general meeting.
            23. The proceedings of a meeting are not invalid solely because of the inadvertent failure to give notice of the meeting to, or the failure to receive notice of a meeting by, any person entitled to receive such notice.

            PROCEEDINGS AT GENERAL MEETINGS

            24. No meeting shall take place unless a quorum is present. Two persons entitled to vote shall constitute a quorum.
            25. If a quorum is not present within half an hour from the time stated for the meeting, the meeting shall be adjourned to a place and time determined by the directors. If during the meeting a quorum ceases to be present the meeting shall be adjourned to a place and time determined by the directors.
            26. The chairman of the board of directors shall chair the meeting. If the chairman of the board of directors is not present or willing to act within fifteen minutes of the stated time for commencement of the meeting, and in the absence of a nominee, another director elected by the directors present shall chair the meeting. If no directors are present or willing to chair the meeting, then the members shall elect one of their number to chair the meeting.
            27. Regardless of whether he is a member, a director is entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the LLC.
            28. The chairman may adjourn the meeting with the consent of the majority of the votes at the meeting. No matters shall be considered at an adjourned meeting other than matters that might have been considered at the meeting had the adjournment not taken place. It is not necessary to give notice of the adjourned meeting unless the meeting was adjourned for fourteen days or more, in which case at least seven days' notice shall be given specifying the time and place of the adjourned meeting and the general nature of the matters to be considered.
            29. Unless a poll is demanded, a resolution put to the vote shall be decided on a show of hands. A poll may be demanded before or on the declaration of the result of a vote by show of hands:
            (A) by the chairman;
            (B) by at least two members having the right to vote at the meeting; or
            (C) by a member representing not less than 5% of the total voting rights of all the members having the right to vote.
            30. Unless a poll is demanded the chairman may declare that a resolution has been carried or lost by a particular majority. The entry in the minutes of the meeting of that declaration shall be conclusive evidence of the result of the resolution.
            31. The chairman may consent to the withdrawal of the demand for a poll.
            32. A poll shall be taken in the manner the chairman directs and the result shall be the resolution of the meeting at which the poll was demanded.
            33. The chairman shall have the deciding vote in the case of an equality of votes.
            34. A poll demanded on the election of a chairman or on an adjournment shall be taken immediately. A poll demanded on any other question shall be taken as the chairman directs but not more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll is demanded.
            35. Seven days notice shall be given specifying the time and place at which a poll shall be taken unless the time and place is announced at the meeting at which the poll is demanded.
            36. A resolution may be passed in writing in accordance with the Regulations.

            VOTES OF MEMBERS

            37. On a show of hands, every member present, including the representative of a body corporate member, shall have one vote. On a poll, every member shall have one vote for every share held. This Article is subject to any rights or restrictions attached to any shares.
            38. Joint members may only exercise one vote or one vote per share as the case may be. If more than one vote is cast by joint members, only the vote of the joint member whose name appears first on the register of members shall be taken into account.
            39. Where a member has had a personal representative appointed because of some physical or mental disability, that personal representative may exercise the voting rights of the member if the personal representative has given notice to the directors in writing in the form of proxy used by the LLC and within the time limit for filing proxies prior to any meeting being held or vote being taken.
            40. No objection may be raised to the right of any voter except at the meeting at which the voter is to vote. The decision of the chairman in respect of any objection or the right of any voter shall be final.
            41. A member may vote on a poll by proxy.
            42. An instrument appointing a proxy shall be in writing in a form approved by the LLC and distributed with the notice of a meeting. The form approved and distributed by the LLC must include a section allowing the member to direct the proxy on how the proxy shall act.
            43. The instrument appointing a proxy must be deposited at the registered office of the LLC at least 48 hours before the time at which the meeting at which the proxy is to be exercised is to be held. In the case of a poll not being taken immediately but some time after it is demanded, the instrument appointing a proxy may be deposited at the poll with the chairman, Secretary or any Director or at any time before the poll at the registered office of the LLC.
            44. A vote given or poll demanded by proxy is valid notwithstanding the determination of the member who appointed the proxy unless the LLC receives notice from the member in writing prior to the vote being taken or the poll being demanded.

            NUMBER OF DIRECTORS

            45. The LLC shall have at least one director.

            ALTERNATE DIRECTORS

            46. Any director may appoint any other director or any other person approved by the directors to act as his alternate and may remove the alternate director so appointed. The alternate director shall perform all the functions of his appointer as a director but is not entitled to remuneration for his services.
            47. An alternate director shall be given notice of all meetings of which his appointor is entitled to receive notice and is entitled to attend and vote at such meetings.
            48. An alternate director holds office for as long as his appointor holds office unless he is removed by written instrument by his appointor.
            49. Any appointment or removal of an alternate director shall be given to the secretary of the LLC.
            50. Unless otherwise provided, an alternate director shall not be regarded as an agent of his appointor but shall be responsible for his acts or omissions.

            POWERS OF DIRECTORS

            51. Subject to the Regulations and these articles the business of the LLC shall be managed by the directors. No subsequent amendment to these articles shall invalidate any act of a director or the directors.
            52. The directors may appoint a person to be the agent of the LLC.

            DELEGATION OF DIRECTORS' POWERS

            53. The board of directors may delegate any of its powers to a managing director, executive director or a committee of directors.

            APPOINTMENT AND RETIREMENT OF DIRECTORS

            54. At the first annual general meeting of the LLC, all directors shall retire from office. At every subsequent annual general meeting at least one third or number nearest to one third of the directors who are subject to retirement by rotation shall retire.
            55. The directors subject to retirement by rotation are those that have been longest in office since their last appointment. In respect of those directors appointed on the same day, those that are to retire shall be determined by whose name appears first on the register of directors.
            56. A director shall remain in office, if so willing, if the LLC at the meeting at which he retires by rotation, resolves not to fill the vacancy.
            57. A person (other than a director retiring by rotation) shall not be appointed a director at a general meeting unless he has been recommended by the directors or a member and details of the proposed director have been included in the notice of meeting at which the appointment shall be considered. The details shall include at least the information that would be included in the register of directors if the person was appointed.
            58. Subject to the preceding articles, additional directors may be appointed by the LLC by resolution as long as the total number of directors does not exceed any maximum number of directors stipulated by the Regulations or these articles.
            59. A director appointed pursuant to the preceding article shall hold office only until the next annual general meeting at which time the director shall retire but may, in accordance with the articles, be re-appointed.

            DISQUALIFICATION AND REMOVAL OF DIRECTORS

            60. A director's office is automatically vacated if he:
            (A) is prohibited by the Regulations from being a director;
            (B) becomes bankrupt;
            (C) is, by virtue of any mental or physical disability, incapable of acting;
            (D) without permission, does not attend three successive meetings of the directors;
            (E) resigns his office by notice to the LLC; or
            (F) is removed by resolution of the LLC.

            REMUNERATION AND EXPENSES OF DIRECTORS

            61. The directors shall receive such remuneration as the LLC determines by resolution and shall receive payment of all expenses incurred in association with the carrying out of their duties as directors.

            DIRECTORS' APPOINTMENTS AND INTERESTS

            62. Subject to the Regulations, the directors may appoint one or more of their number to the office of managing director or to any other executive office under the LLC. Such appointment, agreement or arrangement may be made upon such terms as the directors determine. Any appointment of a director to an executive office shall terminate if he ceases to be a director. A managing director and a director holding any other executive office shall not be subject to retirement by rotation.

            DIRECTORS' GRATUITIES AND PENSIONS

            63. The directors may provide benefits, including gratuities and pensions, of any kind for any present or past director and for any member of his family.

            PROCEEDINGS OF DIRECTORS

            64. Subject to the provisions of these articles, the directors may regulate their proceedings as they think fit. A director may, and the secretary at the request of a director shall, call a meeting of the directors. Any matters arising at a meeting shall be decided by a majority of votes with the chairman having a second or casting vote in the case of equality of votes.
            65. The quorum for the transaction of the business of the directors shall be two or any other number fixed by the directors
            66. If the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting.
            67. The directors shall appoint one of their number to be the chairman of the board of directors who shall preside at all meetings and may at any time remove him from that office. If there is no director holding that office, or if the director holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the directors present may appoint one of their number to be chairman of the meeting.
            68. All acts done by a meeting of directors, or of a committee of directors, or by a person acting as a director shall be valid, notwithstanding any defect in his appointment or his disqualification from holding office, or that he was not entitled to vote, being discovered afterwards.
            69. A resolution in writing signed by all the directors entitled to receive notice of the meeting shall be as valid and effectual as if it had been passed at a meeting of directors. The resolution may consist of several documents in the like form each signed by one or more directors.
            70. A director shall not vote at a meeting of directors on any resolution concerning a matter in which he has a direct or indirect conflict of interest.
            71. For the purposes of this article, an interest of a director includes an interest of any person who is connected to the director.
            72. A director shall not be counted in the quorum present at a meeting in relation to are solution on which he is not entitled to vote.
            73. The LLC may by resolution suspend or relax any provision of these articles prohibiting a director from voting at a meeting.
            74. The chairman of the meeting shall rule on any question arising at a meeting on the right of a director, other than himself, to vote and his ruling shall be final and conclusive.

            SECRETARY

            75. Subject to the Regulations, the secretary shall be appointed and removed by the directors who shall decide on the terms, remuneration and conditions of appointment.
            76. The directors shall cause minutes to be kept for recording:
            (A) all appointments of officers made by the directors; and
            (B) all proceedings at meetings of the LLC, of the holders of any class of shares in the LLC, and of the directors, and of committees of directors, including the names of the directors present at each such meeting.

            DIVIDENDS

            77. Subject to the provisions of the Regulations, the LLC may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the directors.
            78. Subject to the provisions of the Regulations, the directors may pay interim dividends if it appears to them that they are justified by the profits of the LLC available for distribution. If the share capital is divided into different classes, no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear. Provided the directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.
            79. The directors may recommend and a general meeting declare that a dividend may be satisfied wholly or partly by the distribution of assets. Where any difficulty arises in regard to the distribution, the directors may determine the method of settlement.
            80. Any dividend or other moneys payable in respect of a share may be paid by cheque sent by post to the registered address of the person entitled. If two or more persons are the holder of the share or are jointly entitled to it, to the registered address of that person who is first named in the register of members or to such person and to such address as the person or persons entitled may in writing direct. Every cheque shall be made payable to the order of the person or persons entitled, or to such other person as the person or persons entitled may in writing direct, and payment of the cheque shall be a good discharge to the LLC. Any joint holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share.
            81. No dividend or other moneys payable in respect of a share shall bear interest unless otherwise provided by the rights attached to the share.
            82. Any dividend which has remained unclaimed for twelve years from the date when it became due for payment shall, if the directors so resolve, be forfeited and cease to remain owing by the LLC.

            ACCOUNTS

            83. No member shall have any right of inspecting any accounting records or other book or document of the LLC except as conferred by law or authorised by the directors or by the LLC.

            CAPITALISATION OF PROFITS

            84. The directors may with the authority of the LLC:
            (A) subject as hereinafter provided, resolve to capitalise any undivided profits of the LLC not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of the LLC's share premium account or capital redemption reserve;
            (B) appropriate the sum resolved to be capitalised to the members who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply such sum on their behalf in allotting unissued shares or debentures as fully paid up, shares or debentures of the LLC of a nominal amount equal to that sum. The share premium account, the capital redemption reserve, and any profits which are not available for distribution may, for the purposes of this regulation, only be applied in allotting unissued shares to members as fully paid;
            (C) make by payment in cash or otherwise as they determine in the case of shares or debentures becoming distributable under this regulation in fractions; and
            (D) authorise any person to enter into a binding agreement with the LLC on behalf of all the members concerned providing for the allotment to them respectively, credited as fully paid, of any shares or debentures to which they are entitled upon such capitalisation.

            NOTICES

            85. Any notice required to be given under these Articles shall be in writing.
            86. The LLC may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address. In the case of joint holders of a share, all notices shall be given to the joint holder whose name stands first in the register of members in respect of the joint holding and notice so given shall be sufficient notice to all the joint holders.
            87. A person present, either in person or by proxy, at any meeting shall be deemed to have received notice of the meeting.
            88. Every person who becomes entitled to a share shall be bound by any notice in respect of that share.
            89. Proof that an envelope containing a notice was properly addressed, prepaid and posted is conclusive evidence that the notice was given 48 hours after it was posted. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.
            90. A notice may be given by the LLC to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending or delivering it, at the address, supplied for that purpose by the persons claiming to be so entitled. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

            INDEMNITY

            91. The LLC shall indemnify every director or other officer or auditor of the LLC in respect of any liability incurred in defending any proceedings to the extent allowed by the Regulations.
            Amended (as from 5th April 2015).

      • COMP App2 Standard Articles

        • COMP A2.1 COMP A2.1 The LLC(G) Standard Articles

          • COMP A2.1.1

            For the purposes of Article 92S of the Companies Regulations and these rules, these are the 'Standard Articles' for an LLC(G).

            INTERPRETATION

            1. In these articles:
            (A) "the Regulations" means the QFC Companies Regulations 2005; and
            (B) Unless otherwise indicated, words or expressions contained in these articles bear the same meaning as in the Regulations.
            (C) Unless otherwise indicated, words or expressions contained in these Articles bear the same meaning as in the Regulations or the QFC Special Company Regulations No. 5 of 2012.
            (D) Use of the singular includes the plural and vice versa and any one gender includes the other gender and any reference to 'persons' includes natural persons, firms, partnerships, companies and corporations.
            (E) The clause and paragraph headings in these Articles are for convenience only and will not affect the interpretation of these Articles.
            (F) "Written" or "in writing" includes all modes of representing or reproducing words in visible form, including in the form of electronic mail
            (G) "Shall" must be construed as imperative and 'may' shall be construed as "permissive". A reference to a clause or to a schedule is a reference to a clause or a schedule of this Agreement.
            (H) A reference to a law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them
            (J) Any phrase introduced by the terms "including", "include", "in particular" or other similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
            (J) Headings are inserted for reference only and shall be ignored in construing the Articles.

            LIABILITY OF MEMBERS

            2. The liability of each member is limited to QAR[ ], being the amount that each Member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for:—
            (A) Payment of the company's debts and liabilities contracted before he ceases to be a member;
            (B) Payment of the cost, charges and expenses of winding up;
            (C) Adjustment of the rights of the contributories among themselves.
            3. Each member's undertaking in Article 2 above is governed by and shall be construed in accordance with the laws of the Qatar Financial Centre.
            4. The members submit all disputes arising out of or in connection with their undertaking in Article 2 above to the exclusive jurisdiction of the Qatar International Court.

            APPLICATIONS FOR MEMBERSHIP

            5. No person shall become a member of the company unless—
            (A) that person has completed an application for membership in a form approved by the directors, and
            (B) the directors have approved the application.

            TERMINATION OF MEMBERSHIP

            6.
            (A) A member may withdraw from membership of the company by giving 7 days' notice to the company in writing.
            (B) Membership is not transferable.
            (C) A person's membership terminates when that person dies or ceases to exist.

            ACTIVITIES OF THE COMPANY

            7. Subject to the terms of its Licence, the purpose of the company is to engage in any lawful act or activity for which LLC(G)s may be incorporated under the QFC Law and Regulations.
            8. The company shall not carry on any activities of the type described in Paragraphs 1 to 9 of Schedule 3 to the QFC Law in or from the QFC by way of business pursuant to the relevant provisions of the FSR.

            GENERAL MEETINGS

            9. All general meetings other than annual general meetings shall be called extraordinary general meetings.

            NOTICE OF GENERAL MEETINGS

            10. Subject to the Regulations, an annual general meeting and an extraordinary general meeting shall be called by at least twenty-one days' notice to all the members, the directors and auditors. Such notice of general meeting shall specify the time and place of the meeting and the general nature of the matters to be considered. A notice of meeting in respect of an annual general meeting shall in addition specify that it is in respect of an annual general meeting.
            11. The proceedings of a meeting are not invalid solely because of the inadvertent failure to give notice of the meeting to, or the failure to receive notice of a meeting by, any person entitled to receive such notice.

            PROCEEDINGS AT GENERAL MEETINGS

            12. No meeting shall take place unless a quorum is present. Two persons entitled to vote shall constitute a quorum.
            13. If a quorum is not present within half an hour from the time stated for the meeting, the meeting shall be adjourned to a place and time determined by the directors. If during the meeting a quorum ceases to be present the meeting shall be adjourned to a place and time determined by the directors.
            14. The chairman of the board of directors shall chair the meeting. If the chairman of the board of directors is not present or willing to act within fifteen minutes of the stated time for commencement of the meeting, and in the absence of a nominee, another director elected by the directors present shall chair the meeting. If no directors are present or willing to chair the meeting, then the members shall elect one of their members to chair the meeting.
            15. Regardless of whether he is a member, a director is entitled to attend and speak at any general meeting and at any separate meeting of the members of the company.
            16. The chairman may adjourn the meeting with the consent of the majority of the votes at the meeting. No matters shall be considered at an adjourned meeting other than matters that might have been considered at the meeting had the adjournment not taken place. It is not necessary to give notice of the adjourned meeting unless the meeting was adjourned for fourteen days or more, in which case at least seven days' notice shall be given specifying the time and place of the adjourned meeting and the general nature of the matters to be considered.
            17. A resolution put to the vote shall be decided on a show of hands.
            18. The chairman may declare that a resolution has been carried or lost by a particular majority. The entry in the minutes of the meeting of that declaration shall be conclusive evidence of the result of the resolution.
            19. The chairman shall have the deciding vote in the case of an equality of votes.
            20. A resolution may be passed in writing in accordance with the Regulations.

            VOTES OF MEMBERS

            21. On a show of hands, every member present, including the representative of a body corporate member, shall have one vote.
            22. Where a member has had a personal representative appointed because of some physical or mental disability, that personal representative may exercise the voting rights of the member if the personal representative has given notice to the directors in writing in the form of a proxy used by the company and within the time limit for filing proxies prior to any meeting being held or vote being taken.
            23. No objection may be raised to the right of any voter except at the meeting at which the voter is to vote. The decision of the chairman in respect of any objection or the right of any voter shall be final.
            24. An instrument appointing a proxy shall be in writing in a form approved by the company and distributed with the notice of a meeting. The form approved and distributed by the company must include a section allowing the member to direct the proxy on how the proxy shall act.
            25. The instrument appointing a proxy must be deposited at the registered office of the company at least 48 hours before the time at which the meeting at which the proxy is to be exercised is to be held.
            26. A vote given by proxy is valid notwithstanding the determination of the member who appointed the proxy unless the company receives notice from the member in writing prior to the vote being taken.

            NUMBER OF DIRECTORS

            27. The company shall have at least one director.

            ALTERNATE DIRECTORS

            28. Any director may appoint any other director or any other person approved by the directors to act as his alternate and may remove the alternate Director so appointed. The alternate director shall perform all the functions of his appointer as a director but is not entitled to remuneration for his services.
            29. An alternate director shall be given notice of all meetings of which his appointor is entitled to receive notice and is entitled to attend and vote at such meetings.
            30. An alternate director holds office for as long as his appointor holds office unless he is removed by written instrument by his appointor.
            31. Any appointment or removal of an alternate director shall be given to the secretary of the company.
            32. Unless otherwise provided, an alternate director shall not be regarded as an agent of his appointor but shall be responsible for his acts or omissions.

            POWERS OF DIRECTORS

            33. Subject to the Regulations and these articles the business of the company shall be managed by the directors. No subsequent amendment to these articles shall invalidate any act of a director or the directors.
            34. The directors may appoint a person to be the agent of the company.

            DELEGATION OF DIRECTORS' POWERS

            35. The board of directors may delegate any of its powers to a managing director, executive director or a committee of directors.

            APPOINTMENT AND RETIREMENT OF DIRECTORS

            36. At the first annual general meeting of the company, all directors shall retire from office. At every subsequent annual general meeting at least one third or number nearest to one third of the directors who are subject to retirement by rotation shall retire.
            37. The directors subject to retirement by rotation are those that have been longest in office since their last appointment. In respect of those directors appointed on the same day, those that are to retire shall be determined by whose name appears first on the register of directors.
            38. A director shall remain in office, if so willing, if the company at the meeting at which he retires by rotation, resolves not to fill the vacancy.
            39. A person (other than a director retiring by rotation) shall not be appointed a director at a general meeting unless he has been recommended by the directors or a member and details of the proposed director have been included in the notice of meeting at which the appointment shall be considered. The details shall include at least the information that would be included in the register of directors if the person was appointed.
            40. Subject to the preceding articles, additional directors may be appointed by the company by resolution as long as the total number of directors does not exceed any maximum number of directors stipulated by the Regulations or these articles.
            41. A director appointed pursuant to the preceding article shall hold office only until the next annual general meeting at which time the director shall retire but may, in accordance with the articles, be re-appointed.

            DISQUALIFICATION AND REMOVAL OF DIRECTORS

            42. A director's office is automatically vacated if he:
            (A) is prohibited by the Regulations from being a director;
            (B) becomes bankrupt;
            (C) is, by virtue of any mental or physical disability, incapable of acting;
            (D) without permission, does not attend three successive meetings of the directors;
            (E) resigns his office by notice to the company; or
            (F) is removed by resolution of the company.

            REMUNERATION AND EXPENSES OF DIRECTORS

            43. The directors shall receive such remuneration as the company determines by resolution and shall receive payment of all expenses incurred in association with the carrying out of their duties as directors.

            DIRECTORS' APPOINTMENTS AND INTERESTS

            44. Subject to the Regulations, the directors may appoint one or more of their number to the office of managing director or to any other executive office under the LLC(G). Such appointment, agreement or arrangement may be made upon such terms as the directors determine. Any appointment of a director to an executive office shall terminate if he ceases to be a director. A managing director and a director holding any other executive office shall not be subject to retirement by rotation.

            DIRECTORS' GRATUITIES AND PENSIONS

            45. The directors may provide benefits, including gratuities and pensions, of any kind for any present or past director and for any member of his family.

            PROCEEDINGS OF DIRECTORS

            46. Subject to the provisions of these articles, the directors may regulate their proceedings as they think fit. A director may, and the secretary at the request of a director shall, call a meeting of the directors. Any matters arising at a meeting shall be decided by a majority of votes with the chairman having a second or casting vote in the case of equality of votes.
            47. The quorum for the transaction of the business of the directors shall be two or any other number fixed by the directors.
            48. If the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting.
            49. The directors shall appoint one of their number to be the chairman of the board of directors who shall preside at all meetings and may at any time remove him from that office. If there is no director holding that office, or if the director holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the directors present may appoint one of their number to be chairman of the meeting.
            50. All acts done by a meeting of directors, or of a committee of directors, or by a person acting as a director shall be valid, notwithstanding any defect in his appointment or his disqualification from holding office, or that he was not entitled to vote, being discovered afterwards.
            51. A resolution in writing signed by all the directors entitled to receive notice of the meeting shall be as valid and effectual as if it had been passed at a meeting of directors. The resolution may consist of several documents in the like form each signed by one or more directors.
            52. A director shall not vote at a meeting of directors on any resolution concerning a matter in which he has a direct or indirect conflict of interest.
            53. For the purposes of this article, an interest of a director includes an interest of any person who is connected to the director.
            54. A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.
            55. The company may by resolution suspend or relax any provision of these articles prohibiting a director from voting at a meeting.
            56. The chairman of the meeting shall rule on any question arising at a meeting on the right of a director, other than himself, to vote and his ruling shall be final and conclusive.

            SECRETARY

            57. Subject to the Regulations, the secretary shall be appointed and removed by the directors who shall decide on the terms, remuneration and conditions of appointment.

            MINUTES

            58. The directors shall cause minutes to be kept for recording:
            (A) all appointments of officers made by the directors; and
            (B) all proceedings at meetings of the company, of the members of the company, and of the directors, and of committees of directors, including the names of the directors present at each such meeting.

            ACCOUNTS

            59. No member shall have any right of inspecting any accounting records or other book or document of the company except as conferred by law or authorised by the directors or by the company.

            NOTICES

            60. Any notice required to be given under these Articles shall be in writing.
            61. The company may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address.
            62. A person present, either in person or by proxy, at any meeting shall be deemed to have received notice of the meeting.
            63. Proof that an envelope containing a notice was properly addressed, prepaid and posted is conclusive evidence that the notice was given 48 hours after it was posted. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.

            INDEMNITY

            64. The LLC(G) shall indemnify every director or other officer or auditor of the LLC(G) in respect of any liability incurred in defending any proceedings to the extent allowed by the Regulations.
            Inserted (as from 5th April 2015).

      • COMP App3 COMP App3 Prescribed Forms

        Amended (as from 5th April 2015).

        • COMP A3.1 COMP A3.1 Prescribed Company Forms

          Amended (as from 5th April 2015).

          • COMP A3.1.1 COMP A3.1.1

            For the purpose of the Companies Regulations and these rules the Prescribed Forms are listed in the table.

            Purpose Relevant Article or
            Rule
            Form
            Application for registration as an approved auditor Rule 4.2.1 Q04
            Application for:
            (A) incorporation as an LLC;
            (B) incorporation of an LLC(G)
            (C) application of transfer of incorporation to the QFC; or
            (D) for registration as a branch in the QFC
            where the application is in conjunction with an application for a licence to conduct non-regulated activities


            Article 17

            Article 92D

            Article 110

            Article 118


            CRO1

            CRO1A

            CRO1

            CRO2
            Notice of allotment of shares Article 22 Q07
            Notice of alteration of share capital Article 28(3) Q07
            Notice of reduction in share capital Article 30(5) Q07
            Notice of change of name for an LLC or LLC(G) Article 37(2), Article 92I Q07
            Notice of change of registered office for an LLC or LLC(G) Article 43(2), Article 92L Q07
            Annual Return for an LLC or LLC(G) Article 47, Article 92Q Q15
            Alteration of Articles of Association for an LLC or LLC(G) Article 50, Article 92T Q07
            Registration of the particulars of each new director appointed, removed or who resigns and any change in the particulars of the directors of a LLC for an LLC or LLC(G) Article 52(4), Article 92V Q07
            Registration of the particulars of each new secretary appointed, removed or who resigns and any change in the particulars of the secretary for an LLC or LLC(G) Article 60(3), Article 92V Q07
            Filing of copies of resolutions for an LLC or LLC(G) Article 77, Article 92FF Q07
            Notice of new financial year Article 81(3), 92HH Q07
            Notice of change or appointment of auditor Article 86 (1) and 86(6) Q07
            Notice of resignation of auditor Article 88 (4) Q07
            Application for the rectification of the register of Members of an LLC(G) Article 92G Q14
            Notice of change of branch particulars Article 117/ Article 122 Q07
            Filing of a financing statement Article 138 Q23
            Change concerning an LLC(G) Support Services Provider Article 92M(3) Q14

            Amended (as from 5th April 2015).

            • Guidance

              The forms referred to in the table in Appendix 3 are published on the QFC Legislation website.

              Amended (as from 5th April 2015).

      • COMP App4 COMP App4 Prescribed Fees

        Amended (as from 5th April 2015).

        • COMP A4.1 COMP A4.1 Prescribed Company Fees

          Amended (as from 5th April 2015).

          • COMP A4.1.1

            For the purpose of the Companies Regulations and these rules the Prescribed Fees are listed in the table.

            Purpose Relevant Article or
            Rule
            LLC Fee US$ LLC(G) Fee US$
            Request for an extract of the information maintained in the register maintained by the CRO Rule 4.4.1 50 50
            Request for certified copy of certificate of incorporation or certificate of registration or any document required to be filed with the CRO in accordance with the Companies Regulations Rule 4.4.2 50 50
            Application to be an approved auditor Rule 5.2.1 500 500
            Annual approved auditor fee Rule 5.2.4 500 500
            Application to transfer incorporation in to the QFC Rule 6.1.1 5000 5000
            Application to transfer incorporation from the QFC Rule 6.1.1, Rule 6.2.1 5000 5000
            Application for:
            (A) incorporation as an LLC or LLC(G); or
            (B) registration as a branch in the QFC.
            Articles 17, 92D, 118 Nil Nil
            Filing of change of name of an LLC or LLC(G) Article 37, 92I 200 50
            Filing of change of Registered Office Article 43, 92L 200 50
            Delivery of annual return to CRO Article 47, 92Q 200 50
            Registration of alteration of articles of association Article 50, 92T 200 50
            Registration of the particulars of each director appointed, removed or who resigns and any change in the particulars of the directors of a LLC or LLC(G) Article 52(4), 92V 200 50
            Registration of the particulars of each secretary appointed, removed or who resigns and any change in the particulars of the secretary of an LLC or LLC(G) Article 60(3), 92V 200 50
            Notice of change or appointment, removal or resignation of an auditor Article 86(1) or Article 86(6) or Article 88(4) 200 Nil
            Notice of change Change concerning an LLC(G) Support Services Provider Article 92M (3)   50
            Filing of notice of change in the branch particulars Article 122(1) 200 Nil
            Registration of a financing statement with the CRO Article 139 200 50
            Search of the register of financial statements Article 145 50 50

            Amended (as from 5th April 2015).

    • Data Protection Rules (DATA)

      Data Protection Rules (DATA)
      DATA 1:
      Introduction
      DATA 1.1 Application
      DATA 1.2 Interpretation
      DATA 2:
      Permit for Processing Sensitive Personal Data
      DATA 2.1 Application for a permit
      DATA 3:
      Permit for transfer out of the QFC of Personal Data
      DATA 3.1 Assessing adequate levels of protection
      DATA 3.2 Application for permit
      DATA 4:
      Records and Notifications
      DATA 4.1 Records
      DATA 4.2 Notifications
      DATA 5:
      Claims
      DATA 5.1 Process of lodging a claim

      • DATA 1 DATA 1 Introduction

        • DATA 1.1 DATA 1.1 Application

          • DATA 1.1.1

            The Data Protection Rules apply to every Person to whom the Data Protection Regulations 2005 apply and to the same extent in relation to every such Person as the Data Protection Regulations, except to the extent that a provision of these Rules provides for a narrower application.

            Derived from QFC RM01/2005 (as from 17th October 2005).

        • DATA 1.2 DATA 1.2 Interpretation

          • DATA 1.2.1

            (1) If a provision in the Data Protection Rules refers to a communication, notice, agreement or other document 'in writing' then, unless the contrary intention appears, it means in legible form and capable of being reproduced on paper, irrespective of the medium used. Expressions related to writing must be interpreted accordingly.
            (2) This does not affect any other legal requirements which may apply in relation to the form or manner of executing a document or agreement.
            Derived from QFC RM01/2005 (as from 17th October 2005).

          • DATA 1.2.2

            In these Rules:

            (A) defined terms are identified by the capitalisation of the initial letter of the word or phrase and are in italics; and
            (B) defined terms have the same meaning as they have in the Data Protection Regulations.
            Derived from QFC RM01/2005 (as from 17th October 2005).

      • DATA 2 DATA 2 Permit for Processing Sensitive Personal Data

        • DATA 2.1 DATA 2.1 Application for a permit

          • DATA 2.1.1

            A Data Controller which seeks a permit from the QFC Authority to Process Sensitive Personal Data pursuant to Article 8(2) of the Data Protection Regulations must apply in writing to the QFC Authority setting out:

            (A) the name of the Data Controller;
            (B) the address of the Data Controller;
            (C) the name, address, telephone number and e-mail address of the Person within the Data Controller responsible for making the application for the permit;
            (D) a description of the Processing of Sensitive Personal Data for which the permit is being sought, including a description of the nature of the Sensitive Personal Data involved;
            (E) the purpose of the Processing of the Sensitive Personal Data;
            (F) the identity of the Data Subjects to whom the relevant Sensitive Personal Data relates, or in the event of classes of Data Subjects being affected, a description of the class of Data Subjects;
            (G) the identity of any Person to whom the Data Controller intends disclosing the Sensitive Personal Data;
            (H) to which jurisdictions, if known, such Sensitive Personal Data must be transferred outside of the QFC; and
            (I) a description of the safeguards put into place by the Data Controller, to ensure the security of the Sensitive Personal Data.
            Derived from QFC RM01/2005 (as from 17th October 2005).

          • DATA 2.1.2

            The Data Controller must provide the QFC Authority with such further information as may be required by the QFC Authority in order to determine whether to grant a permit in accordance with Article 8(2) of the Data Protection Regulations.

            Derived from QFC RM01/2005 (as from 17th October 2005).

          • DATA 2.1.3

            Rejection of an application for a permit

            (1) The QFC Authority may refuse to grant an application for a permit to Process Sensitive Personal Data.
            (2) Upon refusing to grant a permit, the QFC Authority will without undue delay inform the Data Controller in writing of such refusal and provide the reasons for such refusal.
            Derived from QFC RM01/2005 (as from 17th October 2005).

          • DATA 2.1.4

            Granting a permit to process sensitive personal data

            (1) The QFC Authority may grant an application for a permit to process Sensitive Personal Data with or without such conditions as it considers necessary.
            (2) Upon deciding to grant a permit, the QFC Authority will without undue delay inform the Data Controller of such decision and any conditions.
            Derived from QFC RM01/2005 (as from 17th October 2005).

      • DATA 3 DATA 3 Permit for transfer out of the QFC of Personal Data

        • DATA 3.1 DATA 3.1 Assessing adequate levels of protection

          • DATA 3.1 Guidance

            1. Article 9 of the Data Protection Regulations states:
            Transfers to jurisdictions with adequate levels of protection
            (1) Subject to Article 10, a Data Controller may only transfer Personal Data to a Recipient located in a jurisdiction outside the QFC if an adequate level of protection for that Personal Data is ensured by laws and regulations that are applicable to the Recipient.
            (2) The adequacy of the level of protection ensured by laws and regulations to which the Recipient is subject as referred to in Article 9(1) shall be assessed in the light of all the circumstances surrounding a Personal Data transfer operation or set of Personal Data transfer operations, including, but not limited to:
            (A) the nature of the data;
            (B) the purpose and duration of the proposed Processing operation or operations;
            (C) if the data does not emanate from the QFC, the country of origin and country of final destination of the personal data; and
            (D) any relevant laws to which the recipient is subject.
            2. The Regulatory Authority expects Data Controllers to adopt a consistent approach when assessing the adequacy of levels of protection for Personal Data in other jurisdictions.
            3. Data Controllers should consider not just the extent to which data protection standards have been adopted but also at whether there is a means for ensuring that standards are applied in practice and whether there is an effective mechanism for individuals to enforce their rights or obtain redress if the standards are not met.
            4. In addition to the circumstances provided in Article 9(2) of the Data Protection Regulations, the Data Controller should also consider:
            a. the law in force in the jurisdiction in question regarding data protection;
            b. international obligations to which the recipient is subject;
            c. any relevant codes of conduct or other rules which are enforceable in that jurisdiction;
            d. any security measures taken in respect of the data in that jurisdiction; and
            e. whether (or the extent to which) the jurisdiction in question is the subject of any finding or presumption of adequacy by another data protection regulator or other relevant body (such as the European Commission).
            Derived from QFC RM01/2005 (as from 17th October 2005).

        • DATA 3.2 DATA 3.2 Application for permit

          • DATA 3.2.1

            A Data Controller who seeks a permit from the QFC Authority pursuant to Article 10(1)(A) of the Data Protection Regulations for transferring Personal Data to a Recipient which is not subject to laws and regulations which ensure an adequate level of protection, must apply in writing to the QFC Authority setting out:

            (A) the name of the Data Controller;
            (B) the address of the Data Controller;
            (C) the name, address, telephone number, fax number and e-mail address of the Person within the Data Controller responsible for making the application for the permit;
            (D) a description of the proposed transfer of Personal Data for which the permit is being sought, including a description of the nature of the Personal Data involved;
            (E) the purpose of the proposed transfer of Personal Data;
            (F) the identity of the Data Subjects to whom the relevant Personal Data relates, or in the event of classes of Data Subjects being affected, a description of the class of Data Subjects;
            (G) the identity of the proposed Recipient of the Personal Data;
            (H) the jurisdiction of the proposed Recipient and a description of the laws and regulations which apply to the proposed Recipient in respect of Personal Data protection; and
            (I) a description of the safeguards put into place by the Data Controller, to ensure the security of the Personal Data should the relevant transfer take place.
            Derived from QFC RM01/2005 (as from 17th October 2005).

          • DATA 3.2.2 DATA 3.2.2

            The Data Controller must provide the QFC Authority with such further information as is required the QFC Authority in writing in order to determine whether to grant a permit in accordance with Article 10(1)(A) of the Data Protection Regulations.

            Derived from QFC RM01/2005 (as from 17th October 2005).

            • DATA 3.2.3

              Rejection of an application for a permit

              (1) The QFC Authority may refuse to grant an application for a permit to transfer Personal Data.
              (2) Upon refusing to grant a permit, the QFC Authority will without undue delay inform the Data Controller in writing of such refusal and provide the reasons for such refusal.
              Derived from QFC RM01/2005 (as from 17th October 2005).

            • DATA 3.2.4

              Granting a permit to transfer personal data

              (1) The QFC Authority may grant an application for a permit to transfer Personal Data with or without conditions it considers necessary.
              (2) Upon deciding to grant a permit, the QFC Authority will without undue delay inform the Data Controller of such decision and any conditions.
              Derived from QFC RM01/2005 (as from 17th October 2005).

      • DATA 4 DATA 4 Records and Notifications

        • DATA 4.1 DATA 4.1 Records

          • DATA 4.1.1 DATA 4.1.1

            For the purposes of Article 17(2)(A) of the Data Protection Regulations, a Data Controller must record the following information in relation to its Personal Data Processing operations:

            (A) description of the Personal Data Processing being carried out;
            (B) an explanation of the purpose for the Personal Data Processing;
            (C) the Data Subjects or class of Data Subjects whose Personal Data is being processed;
            (D) a description of the class of Personal Data being processed; and
            (E) a list of the jurisdictions to which Personal Data may be transferred by the Data Controller, along with an indication as to whether the particular jurisdiction has been assessed as having adequate levels of protection for the purposes of Articles 9 and 10 of the Data Protection Regulations.
            Derived from QFC RM01/2005 (as from 17th October 2005).

            • DATA 4.1.1 Guidance

              With respect to DATA Rule 4.1.1(B) the purposes for which Personal Data may be processed will vary but will usually include one or more of the following:

              a. accounting and auditing;
              b. administration of justice;
              c. administration of membership records;
              d. advertising, marketing and public relations for the Data Controller itself;
              e. advertising, marketing and public relations for others;
              f. benefits, grants and loans administration;
              g. consultancy and advisory services;
              h. credit referencing;
              i. debt administration and factoring;
              j. education;
              k. information and data bank administration;
              l. insurance administration;
              m. legal services;
              n. licensing and registration;
              o. pensions administration;
              p. property management;
              q. provision of financial services;
              r. research; and
              s. staff administration.

              With respect to DATA Rule 4.1.1(C), where Personal Data of multiple Data Subjects is being processed, Data Controllers may instead of listing individual Data Subjects, record the class of Data Subject involved. In such a case, Data Controllers may use the following, or other similar, classes:

              a. staff, including agents, temporary and casual workers;
              b. clients and customers;
              c. suppliers;
              d. members;
              e. complainants, correspondents and enquirers;
              f. relatives and associates of the Data Subject; and
              g. advisors, consultants and other professional experts.
              Derived from QFC RM01/2005 (as from 17th October 2005).

        • DATA 4.2 DATA 4.2 Notifications

          • DATA 4.2.1

            For the purposes of Article 17(2)(B) of the Data Protection Regulations, a Data Controller must notify the QFC Authority of any of the following Personal Data Processing operations undertaken other than in accordance with a permit issued by the QFC Authority:

            (A) any Personal Data Processing operation or set of operations involving the Processing of Sensitive Personal Data; and
            (B) any Personal Data Processing operation or set of operations involving the transfer of Personal Data to a Recipient outside of the QFC which is not subject to laws and regulations which ensure an adequate level of protection.
            Derived from QFC RM01/2005 (as from 17th October 2005).

          • DATA 4.2.2

            When a Data Controller gives a notification to the QFC Authority in accordance with DATA Rule 4.2.1, the notification must contain the following information:

            (A) the name of the Data Controller;
            (B) the address of the Data Controller;
            (C) the name, address, telephone number, fax number and e-mail address of the Person within the Data Controller responsible for making the application for the permit;
            (D) the reason for which notification is being provided;
            (E) a general description of the Personal Data Processing being carried out;
            (F) an explanation of the purpose of the Personal Data Processing;
            (G) the Data Subjects or class of Data Subjects whose Personal Data is being processed;
            (H) a description of the class of Personal Data being processed; and
            (I) a statement of which jurisdictions to which Personal Data will be transferred by the Data Controller, along with an indication as to whether the particular jurisdiction has been assessed as having adequate level of protection for the purposes of Articles 9 and 10 of the Data Protection Regulations.
            Derived from QFC RM01/2005 (as from 17th October 2005).

          • DATA 4.2.3

            The notification required by DATA Rule 4.2.1 must be provided to the QFC Authority:

            (A) immediately upon commencing of the Personal Data Processing referred to in DATA Rule 4.2.1;
            (B) on an annual basis where the Personal Data Processing is to continue in the subsequent year; and
            (C) immediately upon any Personal Data Processing being processed in a manner different to that described in the initial notification.
            Derived from QFC RM01/2005 (as from 17th October 2005).

          • DATA 4.2.4

            The annual notification in DATA Rule 4.2.3(B) must be submitted to the QFC Authority within four months of the Data Controller’s financial year end.

            Derived from QFC RM01/2005 (as from 17th October 2005).

      • DATA 5 DATA 5 Claims

        • DATA 5.1 DATA 5.1 Process of lodging a claim

          • DATA 5.1.1 DATA 5.1.1

            For the purposes of Article 23(1) of the Data Protection Regulations, a Person may file a claim with the QFC Authority by providing the following information in writing:

            (A) full name and address of the Person making the claim;
            (B) the full name and address of the Data Controller whom the Person believes has contravened the Data Protection Regulations;
            (C) a detailed statement of facts which the Person believes gives rise to contravention of the Data Protection Regulations;
            (D) the relief sought by the Person making the claim; and
            (E) a declaration from the Person that they have provided the QFC Authority with accurate information and that they understand that any information provided will be processed by the QFC Authority in accordance with Article 8 of the Data Protection Regulations.
            Derived from QFC RM01/2005 (as from 17th October 2005).

            • DATA 5.1.1 Guidance

              A claim filed with the QFC Authority under DATA Rule 5.1.1 should also include:
              a. full contact details of the Person making the claim including the preferred method of contact;
              b. the relationship the Person has with the Data Controller (for example employee, customer or account holder);
              c. copies of any relevant documents which describe the events that gave rise to the claim; and
              d. copies of relevant correspondence between the Person and the Data Controller, including details of any correspondence between the Person and the Data Controller trying to resolve the problem.
              Derived from QFC RM01/2005 (as from 17th October 2005).

          • DATA 5.1.2

            Upon receiving a claim lodged under Article 23(1) of the Data Protection Regulations, the QFC Authority may make such enquiries in respect of the claim that will, in the view of the QFC Authority, lead to the most timely, fair and effective resolution of the claim.

            Derived from QFC RM01/2005 (as from 17th October 2005).

          • DATA 5.1.3

            At the conclusion of the mediation process, should the QFC Authority determine to issue a direction requiring a Data Controller to do any act or thing in accordance with Article 23(3) of the Data Protection Regulations, the QFC Authority will do so by issuing a notice in writing setting out:

            (A) the act or thing that the Data Controller is required to do; and
            (B) the time within which, or before which, the Data Controller is required to do that act or thing.
            Derived from QFC RM01/2005 (as from 17th October 2005).

    • Foundation Rules

      Foundation Rules
      FR 1:
      General Provisions
      1.1 Application
      1.2 Interpretation
      1.3 Definitions
      FR 2:
      Establishment of a Foundation
      2.1 Application to Establish a Foundation
      2.2 Application for a Licence to Carry on Non-Regulated Activities
      2.3 Registration of a Foundation
      FR 3:
      The Constitution
      3.1 Objects
      3.2 Council
      3.3 Registered Representative
      3.4 General
      FR 4:
      The Council of a Foundation
      4.1 Eligibility Requirements for Members of the Council of a Foundation
      FR 5:
      Administration of Foundation
      5.1 Foundation to Include Name and Address in its Written Communications
      5.2 Documents to be Kept at Registered Office of Foundation
      5.3 Foundation to Keep Accounts
      5.4 Right to Require Financial Statements to be Prepared
      5.5 Foundation to Make Annual Return
      5.6 Amendment of the Constitution
      FR 6:
      Registered Representative
      APP 1:
      Prescribed Forms and Fees
      APP 2:
      Contraventions with Financial Penalties Stipulated

      • 1 1 General Provisions

        • 1.1 Application

          These rules apply to every Person to whom the Foundation Regulations apply.

        • 1.2 Purpose

          The purpose of these rules is to provide further detail in respect of the operation of the Foundation Regulations and to provide in particular for:

          (A) the process for the establishment of a Foundation;
          (B) the requirements for the contents of the Constitution;
          (C) the eligibility requirement for Members of the Council;
          (D) the administration of a Foundation, including the requirement to maintain financial records.

          These rules should be read in conjunction with the Foundation Regulations.

        • 1.3 Interpretation

          In these rules:

          (A) defined terms are identified by the capitalisation of the initial letter of the word or phrase; and
          (B) other than to the extent set out herein, defined terms have the same meaning as they have in the Foundation Regulations.

      • 2 2 Establishment of a Foundation

        • 2.1 Application to Establish a Foundation

          1) An applicant to the CRO to establish a Foundation must
          (A) complete the Prescribed Form and file it with the QFC Authority along with the following documents
          i) a copy of the Constitution;
          ii) a declaration signed by the applicant stating —
          (1) that he (or in the case of a legal person, it) will become the Registered Representative of the Foundation on its establishment;
          (2) that the address in the QFC, specified in the declaration, will be the Registered Office in the QFC of the Foundation;
          iii) such additional material as may be required by the CRO in its absolute discretion; and
          (B) pay the Fee prescribed in Appendix 2 to the QFC Authority.

        • 2.2 Application for a Licence to Carry on Non-Regulated Activities

          At the same time as applying to establish a Foundation, an applicant must apply to the QFC Authority in accordance with the QFC Authority Regulations for a Licence to conduct specified non-regulated activities in or from the QFC.

        • 2.3 Registration of a Foundation

          If an application for establishment of a Foundation fulfils the requirements of the Foundation Regulations and these Rules, the CRO may register the Foundation, subject to confirmation from the QFC Authority that the Foundation has also complied with the QFC licensing requirements prescribed under the QFC Authority Regulations.

      • 3 3 The Constitution

        • 3.1 Objects

          1) If a Foundation has the provision of benefits to a Person or to a class of Persons as one of its objects, the Constitution may provide for the manner in which that object may be amended —
          (A) to exclude a Person or a class of Persons;
          (B) to apply to a different Person or to a different class of Person; or
          (C) to include an additional Person or an additional class of Persons,
          as the case may be.

        • 3.2 Council

          1) The Constitution must —
          (A) establish a Council to administer the Foundation's assets and to carry out its objects;
          (B) provide for the appointment, retirement, removal and remuneration (if any) of the Council's Members;
          (C) set out how the decisions of the Council are to be made and, if any decision requires the approval of any other Person, specify the decisions and that Person; and
          (D) set out the functions of the Council, and, if they must or may be delegated or exercised in conjunction with any other Person, the extent to which this must or may be done.

        • 3.3 Registered Representative

          1) The Constitution must provide for the appointment, retirement, removal and remuneration (if any) of the Registered Representative of the Foundation.
          2) In particular, the Constitution must set out a procedure that ensures that a Person satisfying the relevant eligibility requirements is appointed to be the Registered Representative of the Foundation as soon as reasonably practicable if its Registered Representative —
          (A) dies;
          (B) retires; or
          (C) otherwise ceases to act or to be able to act.
          3) Despite any provision of the Constitution to the contrary, if the Registered Representative —
          (A) retires; or
          (B) is removed,
          the retirement or removal does not take effect until immediately before the appointment of a new Person to be the Registered Representative has taken effect.

        • 3.4 General

          1) The Constitution may, in addition to the matters required to be set out in them by the Regulations and these Rules, provide for any other matter in respect of the Foundation.
          2) The Constitution may, in particular —
          (A) provide for the manner in which the Constitution may be amended;
          (B) restrict the provisions of the Constitution which may be amended; and
          (C) provide for the appointment, retirement, removal and remuneration, if any, of Persons, other than the Members of the Council of the Foundation, the Registered Representative of the Foundation and its Enforcer, to carry out functions in respect of the Foundation.

      • 4 4 The Council of a Foundation

        • 4.1 Eligibility Requirements for Members of the Council of a Foundation

          1) A Member who is an individual must be at least 18 years old.
          2) A Member must not be —
          (A) a person who is suffering from a mental incapacity;
          (B) a person who is disqualified from being a Member of the Council or a director of a company in the QFC or any other jurisdiction.

      • 5 5 Administration of Foundation

        • 5.1 Foundation to Include Name and Address in its Written Communications

          1) A Foundation must include its name, Registered Office and registration number in its written communications, including those communications transmitted by electronic means.

        • 5.2 Documents to be Kept at Registered Office of Foundation

          1) A Foundation must keep the documents and records specified in subsection (2) at its Registered Office.
          2) The documents and records referred to in subsection (1) are —
          (A) a copy of its Constitution as is in force for the time being;
          (B) a register showing the names and addresses of the Members of its Council;
          (C) records sufficient to show and explain its transactions, including minutes of meetings of the Council and resolutions of the Council;
          (D) a record of the appointment of any Enforcer of the Foundation showing the date of his or her appointment and his or her name and address;
          (E) the accounting records and financial statements referred to in Rule 5.3; and
          (F) a register of the names and addresses of all Dedicators to the Foundation.
          3) The Registered Representative may —
          (A) at any reasonable time specified by the Registered Representative inspect the documents and records of the Foundation without charge and make copies of or take extracts from the records;
          (B) require the Foundation to provide originals or copies of the documents and records to the Registered Representative within 14 days.
          4) The Foundation must —
          (A) allow an inspection under subsection (3)(A); and
          (B) comply with a requirement under subsection (3)3)(B).

        • 5.3 Foundation to Keep Accounts

          1) A Foundation must keep reliable accounting records which —
          (A) correctly explain the transactions of the Foundation;
          (B) enable the financial position of the Foundation to be determined with reasonable accuracy at any time; and
          (C) allow financial statements to be prepared.
          2) When financial statements are prepared, they must —
          (A) be approved by the Council of the Foundation;
          (B) include —
          i) a written statement recording the assets and liabilities of the Foundation on a specific date;
          ii) a written statement recording the receipts, payments and other financial transactions undertaken by the Foundation for the period ending on the date of the statements referred to in sub-paragraph (i);
          iii) such notes as are necessary for a reasonable understanding of the statements referred to in sub-paragraphs (i) and (ii).
          3) The accounting records must be preserved for a period of 6 years from the end of the accounting period to which they relate or such longer period as the Council determines.

        • 5.4 Right to Require Financial Statements to be Prepared

          1) Subsection (2) applies if a Foundation has not prepared financial statements for a continuous period of 18 months or more.
          2) An Interested Person may demand that financial statements be prepared for the period —
          (A) commencing at —
          i) the end of the accounting period to which the preceding financial statements relate; or
          ii) if there are no preceding financial statements, the date of establishment of the Foundation; and
          (B) ending at the date specified in the demand, which must not be later than the date of demand.
          3) A demand under subsection (2) must be in writing and deposited at the Registered Office of the Foundation.
          4) The financial statements must be prepared by the Foundation within 6 months of the date of deposit of the demand.

        • 5.5 Foundation to Make Annual Return

          1) A Foundation must file an annual return with the CRO.
          2) The annual return must be in the Prescribed Form.
          3) The annual return must be made up to the Foundation's return date and must be sent to the QFC Authority within 28 days from that date.
          4) A Foundation must pay to the QFC Authority the Prescribed Fee when the annual return is sent.
          5) The Foundation's return date is the anniversary of the Foundation's establishment or such other date as the QFC Authority considers appropriate.

        • 5.6 Amendment of the Constitution

          1) A Foundation must notify the CRO in accordance with subsections (2) and (3) of any amendment made to its Constitution within 21 days of the amendment taking effect.
          2) The notification must be made in the Prescribed Form and must be accompanied by —
          (A) a copy of the Constitution as amended;
          (B) a resolution of the Council deciding to amend the Constitution, or any other document the CRO may require; and
          (C) the Prescribed Fee.
          3) If the CRO is satisfied that the requirements of the Foundation Regulations and these Rules in respect of the amendment of the Constitution have been fulfilled, the CRO must make any consequential changes to the Register and date the entry.
          4) An attempt to amend the Constitution otherwise than —
          (A) in accordance with the Constitution; or
          (B) by an order of the QFC Court,
          is of no effect.
          5) The Foundation must provide a copy of any notification under subsection (1) to the Registered Representative of the Foundation.
          6) The Registered Representative must retain the copy.

      • 6 Registered Representative

        The Registered Representative must have a registered office located in the State and:

        (a) where the Foundation does not have a registered office, provide a registered office for the Foundation;
        (b) be responsible for ensuring that all of the obligations which the Foundation is required to fulfil under any applicable laws of the QFC are fulfilled by the Foundation; and
        (c) must meet any obligations that the Registered Representative has in performance of his functions and duties for the Foundation, including any obligations imposed by the AML/CFTR Rules.

      • APP 1 Prescribed Forms and Fees

        For the purpose of the Foundation Regulations and these Rules the Prescribed Forms are listed in the table.

        Purpose Relevant Article or Rule Form Fees (US$)
        Application for establishment of a Foundation Rule 2.1 Q01C Nil
        Annual Return for a Foundation Rule 5.5 Q15 50
        Notice of amendments to the Constitution Rule 5.6 Q07 50
        Notice of Change of Registered Office Article 17 Q07 50
        Notice of Change of Objects of the Foundation Rule 5.6 Q07 50
        Registration of the particulars of each Members of the Council of the Foundation appointed, removed or who resigns and any change in the particulars of the Members of the Council Rule 5.6 Q07 50
        Notice of change or appointment, removal or resignation of a Registered Representative Rule 5.6 Q07 50

      • APP 2 Contraventions with Financial Penalties Stipulated

        Article Creating Contravention General Nature of Contravention Maximum Financial Penalty (US$)
        Article 16(A) Foundation failing to have a registered office in the QFC $2,000
        Article 16(B) Foundation failing to carry out its principal activity at or from the registered office without permission from the QFC Authority to carry on such activity at or from another place within the QFC $2,000
        Article 35(4) Foundations failing to provide information requested by the QFCA within 10 days of the date of the request $2,000
        Rule 3.2 Failure of Foundation to notify the CRO of resignation, removal or appointment of Members of the Council. $2,000
        Rule 3.3 Failure of Foundation to notify the CRO of resignation, removal or appointment of Registered Representative. $2,000
        Rule 3.3 Foundation failing to have a Registered Representative. $2,000
        Rule 5.2(4) Failure to provide documents and records to the Registered Representative within 14 days $10,000
        Rule 5.3(1) Failure to keep and preserve accounting Records $2,000
        Rule 5.3(2) Failure of Council to approve the financial statements $5,000
        Rule 5.4 Failure to provide financial statements within 6 months of the date of deposit of the demand by the Interested Person $10,000
        Rule 5.5 Foundation failing to lodge annual return $2,000
        Rule 5.6 Failure to notify the CRO of the amendments to the Constitution within 21 days of the amendments taking effect $2,000
        Article 17 Failure of Foundation to give notice of change of Registered Office $2,000

    • Insolvency Rules

      Insolvency Rules
      IR 1:
      General Provisions
      1.1 Application
      1.2 Purpose
      1.3 Interpretation
      IR 2:
      Insolvency Practitioners
      2.1 Registration of Insolvency Practitioners
      2.2 Registration as an Official Liquidator
      2.3 Specific Bond
      2.4 Disclosures required of Insolvency Practitioners
      IR 3:
      Voluntary striking off
      3.1 Application for striking off by a Company
      3.2 Power of the CRO
      3.3 Circumstances in which an application must not be made
      3.4 Notification of interested parties
      3.5 Withdrawal of an application
      IR App1:
      Prescribed Forms
      IR App2:
      Prescribed Fees
      IR App3:
      Contraventions and financial penalties

      • 1 1 General Provisions

        • 1.1 Application

          These Rules apply to every Person to whom the Insolvency Regulations apply.

        • 1.2 Purpose

          The purpose of these Rules is to provide further detail in respect of the operation of the Insolvency Regulations and to provide in particular for:

          (A) the registration of Insolvency Practitioners and Official Liquidators;
          (B) certain disclosures required to be made by Insolvency Practitioners;
          (C) a voluntary striking off regime.

          These Rules should be read in conjunction with the Insolvency Regulations.

        • 1.3 Interpretation

          In these Rules:

          (A) defined terms are identified by the capitalisation of the initial letter of the word or phrase;
          (B) "Insolvency Practitioner" means an Administrator (including a provisionally appointed Administrator), Supervisor or Liquidator or provisional Liquidator;
          (C) "General Bond" means a bond complying with the requirements of Rule 2.1.4;
          (D) "Specific Bond" means a bond complying with the requirements of Rule 2.3.2; and
          (E) other defined terms have the same meaning they have in the QFC Insolvency Regulations, the QFC Companies Regulations, the QFC Employment Regulations, the QFC Immigration Regulations, the QFC Authority Regulations, the QFCA Rules and any other related QFC regulations or rules as relevant to the context in which they are used.

      • 2 2 Insolvency Practitioners

        • 2.1 2.1 Registration of Insolvency Practitioners

          • 2.1.1 Register of Approved Insolvency Practitioners

            1) The CRO will maintain the register of Insolvency Practitioners by recording the following information in respect of current and former registered Insolvency Practitioners:
            (A) full name;
            (B) address;
            (C) date of registration as a registered Insolvency Practitioner with the CRO;
            (D) if applicable, date of registration as an Official Liquidator; and
            (E) date of cessation of registration as an Insolvency Practitioner with the CRO.

          • 2.1.2 Application for registration

            1) An Insolvency Practitioner applying to be entered onto the register of Insolvency Practitioners maintained by the CRO must:
            (A) complete the Prescribed Form in Appendix 1 and file it with the CRO;
            (B) provide such additional information and/or documents as may be required by the CRO; and
            (C) pay the Prescribed Fee stated in Appendix 2 to the CRO.
            2) Before the CRO approves an Insolvency Practitioner to appear on the register, an applicant must satisfy the CRO that:
            (A) the applicant is fit and proper within the meaning of Rule 2.1.3;
            (B) the applicant holds adequate security within the meaning of Rule 2.1.3A; and
            (C) the applicant meets any other requirements prescribed by the CRO or the QFC Authority.
            Amended (as from 6th June 2017).

          • 2.1.3 Fit and proper

            1) The matters to be taken into account by the CRO in deciding whether an applicant is a fit and proper person to be registered as an Insolvency Practitioner shall include:
            (A) the applicant's:
            i) qualifications;
            ii) experience;
            iii) membership of appropriate professional bodies; and
            iv) available resources;
            (B) the identity of the applicant's firm; and
            (C) any other information required by the CRO.
            2) An applicant will meet the criteria in (1) if the applicant is:
            (A) licensed to act as an Insolvency Practitioner in a jurisdiction acceptable to the CRO; and
            (B) in good standing with the body responsible for the licensing of insolvency practitioners in that jurisdiction.

          • 2.1.3A Security — General

            (1) For the purposes of Article 185(2) of the Insolvency Regulations, a person satisfies the requirement to hold adequate security if the person has either:
            (A) adequate and appropriate professional indemnity insurance and adequate and appropriate fidelity insurance that are both acceptable to QFC Authority; or
            (B) the person provides a General and Specific Bond as set out in Rules 2.1.4 and 2.3.
            (2) For the purposes of Rule 2.1.3A(1)(A), such professional indemnity insurance and fidelity insurance must, for them to be adequate and appropriate, cover, as a minimum, the matters mentioned in Rules 2.1.4 and 2.3.
            Inserted (as from 6th June 2017).

          • 2.1.4 Security

            (1) A person satisfies the requirement to hold adequate security if the person provides a General Bond which contains provision whereby a surety undertakes to be jointly and severally liable for losses in relation to the insolvent caused by:
            (A) the fraud or dishonesty of the Insolvency Practitioner whether acting alone or in collusion with one or more persons; or
            (B) the fraud or dishonesty of any person committed with the actual or constructive knowledge of the Insolvency Practitioner; and
            (C) otherwise conforms to the requirements of this Rule.
            (2) The terms of the General Bond shall provide for the payment, in respect of each case where the Insolvency Practitioner acts, of claims in respect of liabilities for losses of the kind mentioned in sub-paragraph (1) above up to a sum of USD250,000 ("the General Penalty Sum"), in the event that the amounts payable under a relevant Specific Bond are insufficient to meet all claims arising out of any case.
            3) The terms of the General Bond may provide:
            (A) that total claims in respect of the acts of the Insolvency Practitioner under all bonds relating to the Insolvency Practitioner are to be limited to a maximum aggregate sum (which shall not be less than USD25,000,000); and
            (B) for a time limit within which claims must be made.
            Amended (as from 6th June 2017).

          • 2.1.5 Annual renewal

            1) An insolvency practitioner must pay the Prescribed Fee stated in Appendix 2 to remain on the register of approved Insolvency Practitioners.
            2) If, at any time after registration, an Insolvency Practitioner no longer meets the requirements for registration as an approved Insolvency Practitioner, the Insolvency Practitioner must immediately inform the CRO in writing.

          • 2.1.6 Commencement and transitional provisions

            (1) Subject to sub-clause (2) below, the registration of an Insolvency Practitioner prior to the date on which these Rules come into force shall not be invalidated by reason of the fact that the person does not meet the requirements contained in these Rules. However, such person must, before the end of a period of one year from the date on which these Rules come into force, re-register as an Insolvency Practitioner in accordance with these Rules, unless such person:
            (A) is al registered as an Insolvency Practitioner; and
            (B) meets the requirements contained in these Rules at the time these Rules come into force.
            (1A) Subject to meeting the requirements under the Insolvency Regulations and these Rules, an Insolvency Practitioner, who is registered, whether before or after the time these Rules come into force, may at any time, by an application to CRO, instead of providing a security in the form of:
            (A) a General and Specific Bond, provide such security in the form of insurance as provided in Rule 2.1.3A; or
            (B) an insurance as provided in Rule 2.1.3A, provide such security in the form of a General and Specific Bond,
            but in any event, no case on which the Insolvency Practitioner acts must be left without adequate security as stated in these Rules.
            (2) Registration of an Insolvency Practitioner prior to the commencement date will not entitle a person to registration on a new application for registration made after the commencement date if that person does not meet the requirements contained in these Rules.
            Amended (as from 6th June 2017).

        • 2.2 Registration as an Official Liquidator

          1) An Insolvency Practitioner registered under these Rules may apply to the CRO to be registered as an official Liquidator ("Official Liquidator").
          2) The CRO may register such Insolvency Practitioner as an Official Liquidator on such terms and for such period as it sees fit.
          3) In accordance with Article 184(3) of the Insolvency Regulations, registration of an Insolvency Practitioner as an Official Liquidator constitutes an acknowledgement that the Insolvency Practitioner will accept any appointment made by the QFC Court as a Liquidator or provisional Liquidator to a Company in accordance with the provisions of any rules of procedure as may be made by the QFC Court.

        • 2.3 2.3 Specific Bond

          • 2.3.1 Requirement to maintain a Specific Bond

            1) An Insolvency Practitioner must provide to the QFC Authority a Specific Bond in relation to each case in respect of which he is instructed.
            2) The terms of the Specific Bond must comply with Rule 2.3.2.

          • 2.3.2 Terms of the Specific Bond

            1) The Specific Bond must contain provisions whereby a surety undertakes to be jointly and severally liable for losses in relation to the insolvent caused by:
            (A) the fraud or dishonesty of the Insolvency Practitioner whether acting alone or in collusion with one or more persons; or
            (B) the fraud or dishonesty of any person committed with the actual or constructive knowledge of the Insolvency Practitioner; and
            (C) otherwise conforms to the requirements of this Rule.
            2) The terms of the Specific Bond must provide:
            (A) for the payment, in respect of each case where the Insolvency Practitioner acts, of claims in respect of liabilities for losses of the kind mentioned in sub-paragraph (1) up to an aggregate maximum sum in respect of that case ("the Specific Penalty Sum") calculated in accordance with the provisions of Rule 2.3.3;
            (B) for a schedule containing the name of the insolvent and the value of the insolvent's assets to be submitted to the surety or cautioner within such period as may be specified in the bond;
            (C) that if at any time before the Insolvency Practitioner obtains the release or discharge in respect of acting in relation to an insolvent, the Insolvency Practitioner forms the opinion that the value of that insolvent's assets is greater than the current specific penalty sum, a revised Specific Penalty Sum shall be applicable on the submission within such time as may be specified in the bond of a cover schedule containing a revised value of the insolvent's assets; and
            (D) for the payment of losses of the kind mentioned in sub-paragraph (1), whether they arise during the period in which the Insolvency Practitioner holds office in the capacity in which he was initially appointed or a subsequent period where he holds office in a subsequent capacity.
            3) The terms of the Specific Bond may provide:
            (A) that total claims in respect of the acts of the Insolvency Practitioner under all bonds relating to the Insolvency Practitioner are to be limited to a maximum aggregate sum (which shall not be less than USD25,000,000); and
            (B) for a time limit within which claims must be made.
            Amended (as from 6th June 2017).

          • 2.3.3 Specific Penalty Sum

            1) Subject to (2) and (3) below, the amount of the Specific Penalty Sum in respect of a case in which the insolvency practitioner acts, shall be equal to at least the value of the insolvent's assets as reasonably and properly estimated by the Insolvency Practitioner as at the date of the appointment but ignoring the value of any assets:
            (A) charged to a third party to the extent of any amount which would be payable to that third party; or
            (B) held on trust by the insolvent to the extent that any beneficial interest in those assets does not belong to the insolvent.
            2) Where the value of the insolvent's assets is less than USD5,000, the Specific Penalty Sum shall be USD5,000.
            3) Where the value of the insolvent's assets is more than USD5,000,000 the Specific Penalty Sum shall be USD5,000,000.
            Amended (as from 6th June 2017).

        • 2.4 2.4 Disclosures required of Insolvency Practitioners

          • 2.4.1 Disclosure of contraventions

            1) Subject to Rule 2.4.2, an Insolvency Practitioner appointed in respect of a Company shall disclose to the CRO any matter which reasonably tends to show one of the following:
            (A) a contravention, or likely contravention within the meaning of Article 127 of the Companies Regulations;
            (B) a contravention, or likely contravention within the meaning of Article 55 of the Limited Liability Partnership Regulations;
            (C) a contravention, or likely contravention within the meaning of Article 85 of the Partnership Regulations;
            (D) a contravention, or likely contravention of a Relevant Requirement within the meaning of CER Rule 6.1; or
            (E) that a person has been knowingly concerned in any such contravention or likely contravention.

          • 2.4.2 Communications arising from the provision of professional legal advice

            Rule 2.4.1 shall not apply to the extent that compliance with such a requirement would disclose a communication arising from the provision of professional legal advice.

          • 2.4.3 Forms

            An Insolvency Practitioner making a disclosure to the CRO in accordance with Rule 2.4.1 must:

            (A) complete the Prescribed Form in Appendix 1 and file it with the CRO; and
            (B) provide such additional material as may be required by the CRO.

      • 3 3 Voluntary striking off

        • 3.1 3.1 Application for striking off by a Company

          • 3.1.1 Application for striking off

            1) A Company may apply to the CRO to be struck off the register pursuant to Article 131(1)(A) of the Companies Regulations.
            2) A Company applying to the CRO under (1) must:
            (A) complete the Prescribed Form in Appendix 1 and file it with the CRO;
            (B) attach to the Prescribed Form the documents and declarations prescribed in Rule 3.1.2;
            (C) provide such additional material and information as may be required by the CRO; and
            (D) pay the Prescribed Fee stated in Appendix 2 to the CRO.
            3) The application in (1) must be made on the Company's behalf by at least the majority of its directors.
            4) An application may not be made under this Rule if at any time since its incorporation the Company has been authorised by the Regulatory Authority to carry on Regulated Activities.

          • 3.1.2 Prescribed documents and declarations

            1) The following documents and declarations must be attached to an application made under Rule 3.1.1:
            (A) a declaration by a majority of the directors at a properly convened directors' meeting that the majority wishes the Company to be struck off the register and that none of the circumstances described in Rules 3.3.1 and 3.3.2 below (being circumstances in which the directors would otherwise be prohibited under those Rules from making an application) exists in relation to the Company;
            (B) a certified copy of a Special Resolution of the Members of the Company evidencing the agreement of at least 75% of the Members to the dissolution of the Company;
            (C) audited financial statements of the Company signed by an external auditor indicating that all assets have been realised and all liabilities have been satisfied;
            (D) a declaration by a director confirming that:
            i) the Company has not traded for at least a period of twelve months immediately preceding the application;
            ii) the Company has complied in full with its obligations under the QFC Employment and Immigration Regulations and that there are no longer any Employees employed by the Company and that all residence permits relating to any former Employee(s) of the Company have been cancelled;
            (E) a guarantee and indemnity from any parent company or other person acceptable to the QFC Authority, in a form acceptable to the QFC Authority, to the effect that should any liabilities arise after the dissolution of the Company the parent company will meet those obligations;
            (F) the original certificate of incorporation issued to the Company by the CRO; and
            (G) any such information and/or material as may be required by the CRO.

          • 3.1.3 Continuing duty to provide information

            1) The directors of the Company making an application under 3.1.1 must immediately inform the CRO of any additional information:
            (A) which is reasonably likely to be relevant to the CRO's decision to exercise its power; and
            (B) of which they become aware from the time of making the application for winding up of the Company to the date of dissolution.

        • 3.2 3.2 Power of the CRO

          • 3.2.1 Determination of application by the CRO

            1) When determining whether to exercise its power under Article 131(1)(A) of the Companies Regulations on the application of a Company under Rule 3.1.1, the CRO may:
            (A) take account of such factors and circumstances as it considers relevant in its absolute discretion; and
            (B) request the Company to provide such other information and/or documents as it considers relevant in its absolute discretion.
            2) Where the CRO chooses to exercise its power under Article 131(1)(A) of the Companies Regulations, the CRO may waive entirely or shorten the period of three months mentioned in that Article to such period as it considers appropriate.

          • 3.2.2 No need for winding up

            1) The CRO may exercise its power under Article 131(1)(A) of the Companies Regulations whether or not the Company has been subject to winding up in accordance with Part 3 of the Insolvency Regulations.
            2) Nothing in this Rule affects the power of the QFC Court to wind up a Company which has been struck off the register.

        • 3.3 3.3 Circumstances in which an application must not be made

          • 3.3.1 Activities of Company

            1) An application under Rule 3.1.1 on behalf of a Company must not be made if, at any time in the immediately preceding three months, the Company has:
            (A) changed its name;
            (B) traded or otherwise carried on business;
            (C) made a disposal for value of property or rights that, immediately before ceasing to trade or otherwise carry on business, it held for the purpose of disposal for gain in the normal course of trading or otherwise carrying on business; or
            (D) engaged in any other activity, except one which is:
            i) necessary or expedient for the purpose of making an application under that Rule, or deciding whether to do so;
            ii) necessary or expedient for the purpose of concluding the affairs of the Company
            iii) necessary or expedient for the purpose of complying with any statutory requirement.
            2) For the purposes of this Rule, a Company is not to be treated as trading or otherwise carrying on business by virtue only of the fact that it makes a payment in respect of a liability incurred in the course of trading or otherwise carrying on business.
            3) An application made in contravention of this Rule amounts to a contravention of the Companies Regulations.

          • 3.3.2 Other proceedings not concluded

            1) An application under Rule 3.1.1 on behalf of a Company must not be made at a time when:
            (A) an Arrangement in relation to the Company has been proposed under Part 2 Section 8 of the Insolvency Regulations and the matter has not been finally concluded;
            (B) Article 26 of the Insolvency Regulations applies (interim moratorium where an application for an Administration Order has been made or notice of intention to appoint an Administrator has been filed);
            (C) the Company is in administration under Part 2 of the Insolvency Regulations; or
            (D) the Company is being wound up under Part 3 of the Insolvency Regulations, whether voluntarily or by the QFC Court, or an application under that Part for winding up has been presented and not finally dealt with or withdrawn.
            2) For the purposes of (1)(A), the matter is finally concluded if:
            (A) no meetings are to be summoned,
            (B) meetings summoned under that section fail to approve the arrangement with no, or the same, modifications,
            (C) an arrangement approved by meetings summoned under that section has been fully implemented, or
            (D) the QFC Court makes an order revoking approval given at previous meetings and, if the QFC Court gives any directions, the Company has done whatever it is required to do under those directions.
            3) An application made in contravention of this Rule amounts to a contravention of the Companies Regulations.

        • 3.4 3.4 Notification of interested parties

          • 3.4.1 Copy of application to be given to Members, Employees, etc

            1) A person who makes an application under Rule 3.1.1 on behalf of a Company must secure that, within seven days from the day on which the application is made, a copy of it is given to every person who at any time on that day is:
            (A) a Member of the Company;
            (B) an Employee of the Company;
            (C) a creditor of the Company;
            (D) a director of the Company; or
            (E) a manager or trustee of any pension fund established for the benefit of the Employees of the Company.
            2) Subsection (1) does not require a copy of the application to be given to a director who is a party to the application.
            3) The duty imposed by this Rule ceases to apply if the application is withdrawn before the end of the period for giving the copy application.

          • 3.4.2 Copy of application to be given to new Members, Employees, etc

            1) This Rule applies in relation to any time after the day on which a Company makes an application under Rule 3.1.1 and before the day on which the application is finally dealt with or withdrawn.
            2) A person who is a director of the Company at the end of a day on which another person becomes:
            (A) a Member of the Company;
            (B) an Employee of the Company;
            (C) a creditor of the Company;
            (D) a director of the Company; or
            (E) a manager or trustee of any pension fund established for the benefit of the Employees of the Company
            must secure that a copy of the application is given to that person within seven days from that day.
            3) The duty imposed by this section ceases to apply if the application is finally dealt with or withdrawn before the end of the period for giving the copy application.

          • 3.4.3 Copy of application: provisions as to service of documents

            1) The following provision has effect for the purposes of Rules 3.4.1 and 3.4.2 above.
            2) A document is to be treated as given to a person if it is served on the person in the manner prescribed in Article 16(2) to (4) of the Insolvency Regulations.

        • 3.5 3.5 Withdrawal of an application

          • 3.5.1 Circumstances in which an application must be withdrawn

            1) This Rule applies if, at any time on or after the day on which a Company makes an application under Rule 3.1.1 and before the day on which the application is finally dealt with or withdrawn:
            (A) the Company;
            i) changes its name;
            ii) trades or otherwise carries on business;
            iii) makes a disposal for value of any property or rights other than those which it was necessary or expedient for it to hold for the purpose of making, or proceeding with, an application under that Rule; or
            iv) engages in any activity, except one to which subsection (4) applies.
            (B) an arrangement in relation to the Company is being proposed under Part 2 Section 8 of the Insolvency Regulations and the matter has not been finally concluded;
            (C) Article 26 of the Insolvency Regulations applies (interim moratorium where an application for an Administration Order has been made or notice of intention to appoint an Administrator has been filed);
            (D) an Administrator is appointed under Part 2 of the Insolvency Regulations; or
            (E) the Company is being wound up under Part 3 of the Insolvency Regulations, whether voluntarily or by the QFC Court, or an application under that Part for winding up is being presented and not finally dealt with or withdrawn.
            2) A person who, at the end of a day on which any of the events mentioned in subsection (1) occurs, is a director of the Company must secure that the Company's application is withdrawn forthwith.
            3) For the purposes of subsection (1)(A), a Company is not treated as trading or otherwise carrying on business by virtue only of the fact that it makes a payment in respect of a liability incurred in the course of trading or otherwise carrying on business.
            4) The excepted activities referred to in subsection (1)(A)(iv) are any activity which is:
            (A) necessary or expedient for the purpose of making an application under Rule 3.1.1, or deciding whether to do so;
            (B) necessary or expedient for the purpose of concluding the affairs of the Company; or
            (C) necessary or expedient for the purpose of complying with any statutory requirement.
            5) A failure to withdraw an application in contravention of this Rule amounts to a contravention of the Companies Regulations.

          • 3.5.2 Withdrawal of application

            An application under Rule 3.1.1 is withdrawn by notice to the CRO using the Prescribed Form in Appendix 1 and payment of the Prescribed Fee stated in Appendix 2.

      • Appendix 1: Prescribed Forms

        For the purpose of the Insolvency Regulations and these Rules the Prescribed Forms are listed in the table below.

        Purpose Relevant Article or Rule Form
        Application for registration as an Insolvency Practitioner Rule 2.1.2(1)(A) Q04
        Disclosure by Insolvency Practitioner Rule 2.4.3 Q07
        Application to be struck off the register Rule 3.1.1 Q13/Q24
        Withdrawal of application to be struck off the register Rule 3.5.2 Q07

      • Appendix 2: Prescribed Fees

        For the purpose of the Insolvency Regulations and these Rules the Prescribed Forms are listed in the table below.

        Purpose Relevant Article or Rule Fee USD
        Application for registration as an Insolvency Practitioner Rule 2.1.2(1)(C) 500
        Annual fee for Insolvency Practitioner Rule 2.1.5 500
        Application to be struck off the register Rule 3.1.1 200
        Withdrawal of application to be struck off the register Rule 3.5.2 200

      • Appendix 3: Contraventions and financial penalties

        For the purpose of these Insolvency Rules, the table below sets out the maximum financial penalties applied for a contravention of the Insolvency Regulations stipulated in these Rules.

        Article creating contravention General nature of contravention Maximum financial penalty
        3.3 Making an application for strike-off when prohibited USD 10,000
        3.5 Failure to withdraw strike-off application USD 10,000

    • Investment Clubs Rules

      Investment Clubs Rules
      ICR 1:
      Application, Purpose and Interpretation
      ICR 1.1 Citation
      ICR 1.2 Application
      ICR 1.3 Purpose
      ICR 1.4 Interpretation
      ICR 2:
      Investment Clubs
      ICR 2.1 Key Terms
      ICR 2.2 Basic Concepts
      ICR FR 3:
      Incorporation and Registration
      ICR 3.1 Application for Incorporation of an Investment Club
      ICR 3.2 Articles of Association
      ICR 4:
      Investment Clubs Forms and Fees
      ICR 4.1 Forms
      ICR 4.2 Fees
      ICR 4.2 Provision of Information
      ICR 5:
      Accounting and Audit
      ICR 5.1 Accounting Standards
      ICR 6:
      Miscellaneous
      ICR 6.1 Registers and Records
      ICR 6.2 Provision of Information
      ICR App 1:
      The Investment Club Standard Articles
      ICR App 2:
      Prescribed Forms
      ICR App 3:
      Prescribed Fees

      • ICR 1 ICR 1 Application, Purpose and Interpretation

        • ICR 1.1 Citation

          These Rules are the QFC Investment Clubs Rules.

        • ICR 1.3 Purpose

          The purpose of these Rules is to provide further detail in respect of the operation of the QFC Investment Clubs Regulations. Accordingly, these rules should be read in conjunction with the QFC Investment Clubs Regulations.

      • ICR 2 ICR 2 Investment Clubs

        • ICR 2.1 ICR 2.1 Key Terms

          • ICR 2.1.1 What is an Investment Club?

            An Investment Club is a limited liability company incorporated under the QFC Investment Clubs Regulations as an Investment Club. The object of an Investment Club is the pooling of Members' contributions to invest and manage portfolios of assets as provided in QFC Investment Clubs Regulations.

          • ICR 2.1.2 What are Investment Club activities?

            Investment Club activities are those activities which an Investment Club is permitted to carry on under the terms of its licence and include the objects set out in Article 10 of the QFC Investment Clubs Regulations.

        • ICR 2.2 ICR 2.2 Basic Concepts

          • ICR 2.2.1 Scope of Licence

            An Investment Club shall only carry out Investment Club activities to the extent that it is permitted to carry out such activities under its licence. An Investment Club shall not carry on Regulated Activities in or from the QFC "by way of business" (as defined by Article 25 of the Financial Services Regulations) without the prior authorisation of the Regulatory Authority.

          • ICR 2.2.2 Application of the Investment Clubs Regulations

            An Investment Club is subject to the Investment Clubs Regulations.

          • ICR 2.2.3 Transfers of Shares

            (A) Article 23 of the Investment Clubs Regulations provides that an Investment Club shall not register a transfer of shares in the Investment Club until the QFC Authority has confirmed in writing that it does not object to the transfer.
            (B) An Investment Club applying to the QFC Authority for a nonobjection to such a transfer must:
            (1) complete the form prescribed in Appendix 2 of these Rules and file it with the QFC Authority;
            (2) provide such additional material as may be required by the QFC Authority; and
            (3) pay the prescribed fee in Appendix 3 of these Rules.

      • ICR 3 ICR 3 Incorporation and Registration

        • ICR 3.1 ICR 3.1 Application for Incorporation of an Investment Club

          • ICR 3.1.1

            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.

          • ICR 3.1.2

            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.

          • ICR 3.1.3

            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

          • ICR 3.2.1

            For the purposes of Article 46 of the Regulations, the articles of association set out in Appendix 1 are prescribed as the standard Investment Club articles of association.

          • ICR 3.2.2

            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.

      • ICR 4 ICR 4 Investment Clubs Forms and Fees

        • ICR 4.1 ICR 4.1 Forms

          In addition to the forms set out in Appendix 2 of these Rules, the forms set out in Appendix 3 of the Companies Rules shall be the Prescribed Forms and must be completed in accordance with any directions, instructions or requirements by the CRO or contained in the Prescribed Form and a reference to an LLC in those forms shall include a reference to an Investment Club.

          • ICR 4.1.1

            The Prescribed Forms identified in column 3 in the table in Appendix 3 are for the purposes set out in column 1 of that table.

          • ICR 4.1.2

            The Prescribed Forms must:

            (A) be completed in accordance with any directions, instructions or requirements contained in the Prescribed Form.
            (B) have annexures that are endorsed with the words:

            "This is the annexure to the (insert description of form) relating to (insert name of) Investment Club dated (insert date of form)."

          • ICR 4.1.3

            Any form, annexure or other document filed with the CRO must be filed in a manner prescribed by the QFC Authority Rules from time to time including by approved electronic means.

          • ICR 4.1.4

            Where a provision of the Investment Clubs Regulations or these rules requires a certified copy of a document to be filed with the CRO, the copy must be certified by:

            (A) in the case of a document created or issued by an Investment Club including but not limited to resolutions, articles of association and other constitutional documents, a director, secretary or an individual performing the function of senior executive function of the Investment Club; or
            (B) in any other case, a person duly authorised to certify official documents in the jurisdiction in which the copy is being certified.

          • ICR 4.1.5

            Where a notice is required to be filed with the CRO, the notice must be filed, in the absence of a time limit being stated in the Investment Clubs Regulations or these rules, within 21 days of the date of the happening of the event to which the notice relates.

        • ICR 4.2 ICR 4.2 Fees

          • ICR 4.2.1

            In addition to the fees set out in Appendix 3 of these Rules, the fees for an Investment Club shall be the fees set out in Appendix 4 of the Companies Rules and a reference to an LLC in Appendix 4 shall include a reference to an Investment Club.

        • ICR 4.3 ICR 4.3 Provision of Information

          • ICR 4.3.1

            (A) The CRO will, upon application and payment of the Prescribed Fee, produce an extract of the information maintained in the register maintained by the CRO in relation to any Investment Club.
            (B) An extract of information produced pursuant to (A) is prima facie evidence of the matters stated in it.

          • ICR 4.3.2

            (A) The CRO will, upon application and payment of the Prescribed Fee, produce a certified copy of a certificate of incorporation for an Investment Club, or any document filed with the CRO.
            (B) A certified copy of a certificate of incorporation or certificate of registration produced pursuant to (A) is conclusive evidence of the incorporation of the particular Investment Club.

      • ICR 5 ICR 5 Accounting and Audit

        • ICR 5.1 ICR 5.1 Accounting Standards

          • ICR 5.1.1

            The accounting standards for an Investment Club shall be the accounting standards set out in Article 79 of the Investment Clubs Regulations.

      • ICR 6 ICR 6 Miscellaneous

        • ICR 6.1 ICR 6.1 Registers and Records

          • ICR 6.1.1

            Subject to any specific requirement of the Investment Clubs Regulations, any register or record that an Investment Club is required to keep or maintain by operation of the Investment Clubs Regulations or these rules, must be kept at the registered office of the Investment Club or at such other place determined by the directors.

          • ICR 6.1.2

            A decision of the directors to keep any register or record referred to in Rule 6.1.1 at a place other than the registered office of the Investment Club must only be made by the directors at a directors' meeting and minutes must be kept of the decision, including the decision as to the place at which the registers or records must be maintained.

        • ICR 6.2 ICR 6.2 Objection to Notice of Financial Penalty

          • ICR 6.2.1

            To object to the imposition of a financial penalty in accordance with of the Regulations, a person must file with the CRO within the period stated in the notice of imposition of financial penalty a notice of objection which sets out the following information:

            (A) The name of the person to whom the notice of imposition of financial penalty was addressed;
            (B) the date of the notice of imposition of financial penalty;
            (C) the period within which objection to the imposition of financial penalty must be made; and
            (D) every matter which the person believes ought to be taken into account by the CRO in determining whether to commence proceedings in the Tribunal for payment of financial penalty.

      • ICR App 1 ICR App 1 The Investment Club Standard Articles

        For the purposes of Article 46 of the Investment Clubs Regulations and these rules, these are the 'Standard Articles' for an Investment Club.

        • ICR Purpose

          The principal activities of the Investment Club shall include:

          (A) pooling contributions of members to invest and manage portfolios of Assets and Securities;
          (B) monitor the performance of the Assets and Securities of the Investment Club;
          (C) review the performance of the Assets and Securities of the Investment Club and make recommendations at the Review Meetings about the portfolio of Assets and Securities;
          (D) ensure that it has systems and controls to safeguard the Assets and Securities of the Investment Club; and
          (E) performing the Investment Club's activities in accordance with the Investment Club's licence and the Regulations.

        • ICR Interpretation

          1. In these articles of association:
          (A) "the Regulations" means the QFC Investment Clubs Regulations 2016.
          (B) Unless otherwise indicated, words or expressions contained in these articles of association bear the same meaning as in the Regulations.
          (C) Use of the singular includes the plural and vice versa and any one gender includes the other gender and any reference to 'persons' includes natural persons, firms, partnerships, companies and corporations
          (D) The clause and paragraph headings in these articles of association are for convenience only and will not affect the interpretation of these articles of association.
          (E) "Written" or "in writing" includes all modes of representing or reproducing words in visible form, including in the form of electronic mail
          (F) "Shall" must be construed as imperative and 'may' shall be construed as "permissive". A reference to a clause or to a schedule is a reference to a clause or a schedule of this Agreement.
          (G) A reference to a law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them
          (H) Any phrase introduced by the terms "including", "include', "in particular" or other similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
          (I) Headings are inserted for reference only and shall be ignored in construing the articles of association.

        • ICR Members

          2. The minimum number of members shall be two (2) and the maximum number of members shall be fifteen (15).

        • ICR Share Capital

          3. Subject to the Regulations all shares initially issued by the Investment Club to members shall be fully paid in cash by way of bank account transfer before the date of the issue of those shares to members and shall rank equally with all other shares of that class for all purposes.
          4. No person may be recognised by the Investment Club as holding any share upon trust.
          5.
          (A) If after the initial issue of shares, the Investment Club allots shares ("Subsequent Allotment") where the consideration to be paid is other than cash, the members by Special Resolution shall:
          (i) determine what is a reasonable cash value consideration for the shares;
          (ii) resolve that in their opinion the consideration to be paid for the shares is fair and reasonable for the Investment Club as well as the members; and
          (iii) resolve that in their opinion, the cash consideration is not a discount to the share value to be credited for the issue of the shares.
          (B) The resolution set out above must include:
          (i) a description of the non-cash consideration for the shares;
          (ii) the cash value of that consideration; and
          (iii) the basis for the assessment.
          6. If a Subsequent Allotment of Shares of an Investment Club has been approved by Special Resolution, the Investment Club must notify the QFC Authority and the Investment Club will not register a Subsequent Allotment of Shares until such time as the QFC Authority has confirmed that it does not object or is deemed to not object to the Subsequent Allotment.

        • ICR Share Certificates

          7. Unless the conditions of allotment of the shares otherwise provide, the Investment Club shall provide to every member:
          (A) upon request, a share certificate for the shares of each class allotted to him;
          (B) upon request, a share certificate for the shares transferred to him; and
          (C) upon transferring a part of his shares, of any class, upon request, a share certificate for the balance of his holding.
          8. Such share certificate shall be provided without payment but if the member requires additional share certificates, the Investment Club may charge a reasonable fee for every share certificate after the first share certificate.
          9. Every share certificate shall specify the number, class and distinguishing numbers of the shares to which it relates.
          10. If a share certificate is lost or destroyed, it may be replaced on such terms which may include indemnity and payment of reasonable expenses as the directors may determine. If a share certificate is defaced or worn out, it may be replaced on delivery of the old certificate upon the payment of such fee as the directors may determine.

        • ICR Transfer of Shares

          11. The instrument of transfer of a share may be in any form which the directors may approve and shall be executed by or on behalf of the transferor but in any event the transfer shall be approved by Special Resolution.
          12. The directors may refuse to register the transfer of a share to a person of whom they do not approve and they may refuse to register the transfer of a share unless:
          (A) the instrument of transfer, the share certificate and any other evidence that the directors may reasonably require, are filed at the registered office;
          (B) the transfer is in respect of only one class of shares;
          (C) the transfer is in favour of not more than four transferees; and
          (D) the QFC Authority has given its non-objection in accordance with the Regulations.
          13. If the directors refuse to register a transfer of a share, they shall within 30 days notify the transferee accordingly.
          14. The directors may suspend the registration of transfers of shares at such times and for such periods as determined by them.
          15. The Investment Club may charge a reasonable fee for the registration of any instrument of transfer.
          16. The Investment Club shall retain any instrument of transfer which is registered.

        • ICR Transmission of Shares

          17. If a member dies his personal representative and, where he was a joint holder, the survivor or survivors shall be the only persons recognised by the Investment Club as having title to the shares.
          18. A person becoming entitled to a share in consequence of the death or bankruptcy of a member shall be registered as a member upon giving notice to the Investment Club and upon registration he shall have the same rights as the holders of the same class of shares.

        • ICR Alteration of Share Capital

          19. Subject to the Regulations, the Investment Club may by Ordinary Resolution:
          (A) increase its share capital by creating new shares but provided that it will not increase its share capital by offering shares by way of a public offer;
          (B) consolidate and divide all or any of its shares (whether issued or not) into shares of larger amount than its existing shares;
          (C) sub-divide its shares, or any of them, into shares of smaller amounts; and
          (D) cancel shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of the Investment Club's share capital by the amount of the shares so cancelled.
          20. Any fractions of shares resulting from a consolidation of shares may be sold by the directors on behalf of the members and the net proceeds distributed proportionately amongst those members.
          21. The Investment Club may, in accordance with the Regulations, reduce its share capital in any way and on such terms as it may decide.

        • ICR Purchase of Own Shares

          22. Subject to the provisions of the Regulations, the Investment Club may purchase its own shares. The shares of the Investment Club shall at the request of the holders thereof be purchased by the Investment Club out of the sale of the assets in the portfolio of Securities and Assets of the Investment Club and upon completion by the member of the form in attachment "A".
          23. In the event that a member wishes to cease being a member of the Investment Club then that member shall give notice in the required form in attachment "A", requiring the Investment Club to purchase all of the shares of such member. The Investment Club shall purchase the shares at a price agreed with the member or where there is no agreement, at a price which reflects the member's share of the Investment Club's asset value at the time of the purchase by the Investment Club less any costs that are apportioned to the shares at that time. If a basis for the assessment of the Investment Club's asset value cannot be agreed, the asset value must be determined by an independent expert appointed for that purpose by special resolution.
          24. Without prejudice to the above, the Investment Club shall purchase the shares from a member, subject to any terms and conditions as may be provided herein, within 30 days from the date that the member submits the form in attachment "A" to the Investment Club.
          25. Where the basis of the assessment of the purchase price of the Shares of the Investment Club cannot be determined, then the assessment of the purchase price shall be determined by an independent expert appointed for that purpose by a Special Resolution.
          26. Any shares purchased by the Investment Club as provided above shall, upon being purchased by it, be cancelled and the issued share capital shall be reduced accordingly. The cancellation of Shares need not be approved by resolution if the purchase is made in accordance with this Article.
          27. Except as set out below, an Investment Club may not, purchase its shares if, as a result of the purchase, the minimum number of members, as provided in these articles of association is not met.
          28. If at any time the number of members of the Investment Club is at the minimum, as provided in Article 16 of the Regulations, and one of the members requests the Investment Club to purchase all his/her shares, then
          (A) the Investment Club must purchase such shares; but
          (B) after purchasing such shares, the Investment Club must commence the process of voluntary winding-up as set out in the Insolvency Regulations and Rules.

        • ICR General Meetings

          29. All general meetings other than annual general meetings shall be called special general meetings.
          30. The directors may, and on the requisition of any member in accordance with the Regulations shall, call special general meetings.
          31. In any event, the directors shall call a meeting of members every 90 days as provided in the Regulations ("Review Meetings").
          32. The agenda at the meetings of members shall include the matters set out in the Regulations.

        • ICR Requisition and Notice of General Meetings

          33. Subject to the Regulations or an ordinary resolution of the members an annual general meeting and a special general meeting shall be called by at least 21 days' notice, or such time agreed by an ordinary resolution of the members, to all the members, the directors and auditors. Such notice of general meeting shall specify the time and place of the meeting and the general nature of the matters to be considered. A notice of meeting in respect of an annual general meeting shall in addition specify that it is in respect of an annual general meeting.
          34. The proceedings of a meeting are not invalid solely because of the inadvertent failure to give notice of the meeting to, or the failure to receive notice of a meeting by, any person entitled to receive such notice.

        • ICR Proceedings at Meetings of Members

          35. No meeting shall take place unless a quorum is present. Fifty per cent of the members entitled to vote shall constitute a quorum.
          36. If a quorum is not present within half an hour from the time stated for the meeting, the meeting shall be adjourned to a place and time determined by the directors. If during the meeting a quorum ceases to be present, the meeting shall be adjourned to a place and time determined by the directors.
          37. The chairman of the board of directors, or a member elected as chairman by the members for the purposes of the meeting under the Regulations, shall chair the meeting. If the chairman of the board of directors is not present or willing to act within fifteen minutes of the stated time for commencement of the meeting, and in the absence of a nominee, another director elected by the directors present shall chair the meeting. If no directors are present or willing to chair the meeting, then the members shall elect one of their members to chair the meeting. Regardless of whether he is a member, a director is entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the Investment Club.
          38. The chairman may adjourn the meeting with the consent of the majority of the votes at the meeting. No matters shall be considered at an adjourned meeting other than matters that might have been considered at the meeting had the adjournment not taken place. It is not necessary to give notice of the adjourned meeting unless the meeting was adjourned for fourteen days or more, in which case at least seven days' notice shall be given specifying the time and place of the adjourned meeting and the general nature of the matters to be considered.
          39. Unless a poll is demanded, a resolution put to the vote shall be decided on a show of hands. A poll may be demanded before or on the declaration of the result of a vote by show of hands:
          (A) by the chairman;
          (B) by at least two members having the right to vote at the meeting; or,
          (C) by a member representing not less than 5% of the total voting rights of all members having the right to vote.
          40. Unless a poll is demanded the chairman may declare that a resolution has been carried or lost by a particular majority. The entry in the minutes of the meeting of that declaration shall be conclusive evidence of the result of the resolution.
          41. The chairman may consent to the withdrawal of the demand for a poll.
          42. A poll shall be taken in the manner the chairman directs and the result shall be the resolution of the meeting at which the poll was demanded.
          43. The chairman shall have the deciding vote in the case of an equality of votes.
          44. A poll demanded on the election of a chairman or on an adjournment shall be taken immediately. A poll demanded on any other question shall be taken as the chairman directs but not more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll is demanded.
          45. Seven days' notice shall be given specifying the time and place at which a poll shall be taken unless the time and place is announced at the meeting at which the poll is demanded.
          46. A resolution may be passed in writing in accordance with the Regulations.

        • ICR Votes of Members

          47. On a show of hands, every member present, including the representative of a body corporate member, shall have one vote. This Article is subject to any rights or restrictions attached to any shares.
          48. Joint members may only exercise one vote. If more than one vote is cast by joint members, only the vote of the joint member whose name appears first on the register of members shall be taken into account.
          49. Where a member has had a personal representative appointed because of some physical or mental disability, that personal representative may exercise the voting rights of the member if the personal representative has given notice to the directors in writing in the form of proxy used by the Investment Club and within the time limit for filing proxies prior to any meeting being held or vote being taken.
          50. No objection may be raised to the right of any voter except at the meeting at which the voter is to vote. The decision of the chairman in respect of any objection or the right of any voter shall be final.
          51. A member may vote on a poll by proxy.
          52. An instrument appointing a proxy shall be in writing in a form approved by the Investment Club and distributed with the notice of a meeting. The form approved and distributed by the Investment Club must include a section allowing the member to direct the proxy on how the proxy shall act.
          53. The instrument appointing a proxy must be deposited at the registered office of the Investment Club at least 48 hours before the time at which the meeting at which the proxy is to be exercised is to be held. In the case of a poll not being taken immediately but sometime after it is demanded, the instrument appointing a proxy may be deposited at the poll with the chairman, Secretary or any Director or at any time before the poll at the registered office of the Investment Club.
          54. A vote given or poll demanded by proxy is valid notwithstanding the determination of the member who appointed the proxy unless the Investment Club receives notice from the member in writing prior to the vote being taken or the poll being demanded.

        • ICR Number of Directors

          55. The Investment Club shall have at least one director.

        • ICR Alternate Directors

          56. Any director may appoint any other director or any other person approved by the directors to act as his alternate and may remove the alternate director so appointed. The alternate director shall perform all the functions of his appointer as a director but is not entitled to remuneration for his services.
          57. An alternate director shall be given notice of all meetings of which his appointor is entitled to receive notice and is entitled to attend and vote at such meetings.
          58. An alternate director holds office for as long as his appointor holds office unless he is removed by written instrument by his appointor.
          59. Any appointment or removal of an alternate director shall be given to the secretary of the Investment Club.
          60. Unless otherwise provided, an alternate director shall not be regarded as an agent of his appointor but shall be responsible for his acts or omissions.

        • ICR Powers of Directors

          61. Subject to the Regulations and these articles of association the business of the Investment Club shall be managed by the directors. No subsequent amendment to these articles shall invalidate any act of a director or the directors.
          62. The directors may appoint a person to be the agent of the Investment Club.
          63. The Investment Club shall have a senior executive function (which may also be referred to as the club manager) which shall be in charge of the day to day administration of the Investment Club and shall have full powers to represent the Investment Club in pursuit of its corporate purpose which shall be as provided in the Regulations.

        • ICR Delegation of Directors' Powers

          64. The board of directors may delegate any of its powers to the senior executive function (which shall have the same meaning as Article 57 of the Investment Clubs Regulations), executive director or a committee of directors.

        • ICR Appointment and Retirement of Directors

          65. At the first annual general meeting of the Investment Club, all directors shall retire from office. At every subsequent annual general meeting at least one third or number nearest to one third of the directors who are subject to retirement by rotation shall retire.
          66. The directors subject to retirement by rotation are those that have been longest in office since their last appointment. In respect of those directors appointed on the same day, those that are to retire shall be determined by whose name appears first on the register of directors.
          67. A director shall remain in office, if so willing, if the Investment Club at the meeting at which he retires by rotation, resolves not to fill the vacancy.
          68. A person (other than a director retiring by rotation) shall not be appointed a director at a general meeting unless he has been recommended by the directors or a member and details of the proposed director have been included in the notice of meeting at which the appointment shall be considered. The details shall include at least the information that would be included in the register of directors if the person was appointed.
          69. Subject to the preceding articles, additional directors may be appointed by the Investment Club by resolution as long as the total number of directors does not exceed any maximum number of directors stipulated by the Regulations or these articles of association.
          70. A director appointed pursuant to the preceding article shall hold office only until the next annual general meeting at which time the director shall retire but may, in accordance with the articles, be re-appointed.

        • ICR Disqualification and Removal of Directors

          71. A director's office is automatically vacated if he:
          (A) is prohibited by the Regulations from being a director;
          (B) becomes bankrupt;
          (C) is, by virtue of any mental or physical disability, incapable of acting;
          (D) without permission, does not attend three successive meetings of the directors;
          (E) resigns his office by notice to the Investment Club; or,
          (F) is removed by resolution of the Investment Club.

        • ICR Remuneration and Expenses of Directors

          72. The directors shall receive such remuneration as the Investment Club determines by resolution and shall receive payment of all expenses incurred in association with the carrying out of their duties as directors. The remuneration of directors shall be by payment of a fixed fee and shall not be a payment based on a percentage of the value of the assets of the Investment Club.

        • ICR Directors' Appointments and Interests

          73. Subject to the Regulations, the directors may appoint one or more of their number to the office of the senior executive function or to any other executive office under the Investment Club. Such appointment, agreement or arrangement may be made upon such terms as the directors determine. Any appointment of a director to an executive office shall terminate if he ceases to be a director. A managing director and a director holding any other executive office shall not be subject to retirement by rotation. Where there is only one director, the director shall be the senior executive function.

        • ICR Directors' Gratuities and Pensions

          74. Subject to the approval of members, directors may provide benefits, including gratuities and pensions, of any kind for any present or past director and for any member of his family.

        • ICR Proceedings of Directors

          75. Subject to the provisions of these articles of association, the directors may regulate their proceedings as they think fit. A director may, and the secretary at the request of a director shall, call a meeting of the directors. Any matters arising at a meeting shall be decided by a majority of votes with the chairman having a second or casting vote in the case of equality of votes.
          76. The quorum for the transaction of the business of the directors shall be two or any other number fixed by the directors.
          77. If the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting.
          78. The senior executive function shall be the chairman of the board of directors who shall preside at all meetings. If there is no director holding that office, or if the director holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the directors present may appoint one of their number to be chairman of the meeting.
          79. All acts done by a meeting of directors, or of a committee of directors, or by a person acting as a director shall be valid, notwithstanding any defect in his appointment or his disqualification from holding office, or that he was not entitled to vote, being discovered afterwards.
          80. A resolution in writing signed by all the directors entitled to receive notice of the meeting shall be as valid and effectual as if it had been passed at a meeting of directors. The resolution may consist of several documents in the like form each signed by one or more directors.
          81. A director shall not vote at a meeting of directors on any resolution concerning a matter in which he has a direct or indirect conflict of interest.
          82. For the purposes of this article, an interest of a director includes an interest of any person who is connected to the director.
          83. A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.
          84. The Investment Club may by resolution suspend or relax any provision of these articles of association prohibiting a director from voting at a meeting.
          85. The chairman of the meeting shall rule on any question arising at a meeting on the right of a director, other than himself, to vote and his ruling shall be final and conclusive.

        • ICR Secretary

          86. Subject to the Regulations, the secretary shall be appointed and removed by the directors who shall decide on the terms, remuneration if any, and conditions of appointment.

        • ICR Minutes

          87. The directors shall cause minutes to be kept for recording:
          (A) all appointments of officers made by the directors; and
          (B) all proceedings at meetings of the Investment Club of the holders of any class of shares in the Investment Club, and of the directors, and of committees of directors, including the names of the directors present at each such meeting.

        • ICR Dividends

          88. Subject to the provisions of the Regulations, the Investment Club may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the directors.
          89. Subject to the provisions of the Regulations, the directors may pay interim dividends if it appears to them that they are justified by the profits of the Investment Club available for distribution. If the share capital is divided into different classes, no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. Provided the directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or nonpreferred rights.
          90. The directors may recommend and a general meeting may declare that a dividend may be satisfied wholly or partly by the distribution of assets. Where any difficulty arises in regard to the distribution, the directors may determine the method of settlement.
          91. Any dividend or other moneys payable in respect of a share may be paid by cheque sent by post to the registered address of the person entitled. If two or more persons are the holder of the share or are jointly entitled to it, to the registered address of that person who is first named in the register of members or to such person and to such address as the person or persons entitled may in writing direct. Every cheque shall be made payable to the order of the person or persons entitled, or to such other person as the person or persons entitled may in writing direct, and payment of the cheque shall be a good discharge to the Investment Club. Any joint holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share.
          92. No dividend or other moneys payable in respect of a share shall bear interest unless otherwise provided by the rights attached to the share.
          93. Any dividend which has remained unclaimed for twelve years from the date when it became due for payment shall, if the directors so resolve, be forfeited and cease to remain owing by the Investment Club.

        • ICR Accounts

          94. No member shall have any right of inspecting any accounting records or other book or document of the Investment Club except as conferred by the Regulations or authorised by the directors or by the Investment Club.

        • ICR Capitalisation of Profits

          95. The directors may with the authority of the Investment Club:
          (A) subject as hereinafter provided, resolve to capitalise any undivided profits of the Investment Club not required for paying any preferential dividend (whether or not they are available for distribution);
          (B) appropriate the sum resolved to be capitalised to the members who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply such sum on their behalf in allotting unissued shares or debentures as fully paid up, shares or debentures of the Investment Club of a nominal amount equal to that sum. Any profits which are not available for distribution may only be applied in allotting unissued shares to members as fully paid;
          (C) make by payment in cash or otherwise as they determine in the case of shares or debentures becoming distributable under this regulation in fractions; and
          (D) authorise any person to enter into a binding agreement with the Investment Club on behalf of all the members concerned providing for the allotment to them respectively, credited as fully paid, of any shares or debentures to which they are entitled upon such capitalisation.

        • ICR Notices

          96. Any notice required to be given under these articles of association shall be in writing.
          97. The Investment Club may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address. In the case of joint holders of a share, all notices shall be given to the joint holder whose name stands first in the register of members in respect of the joint holding and notice so given shall be sufficient notice to all the joint holders.
          98. A person present, either in person or by proxy, at any meeting shall be deemed to have received notice of the meeting.
          99. Every person who becomes entitled to a share shall be bound by any notice in respect of that share.
          100. Proof that an envelope containing a notice was properly addressed, prepaid and posted is conclusive evidence that the notice was given 48 hours after it was posted. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.
          101. A notice may be given by the Investment Club to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending or delivering it, at the address, supplied for that purpose by the persons claiming to be so entitled. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

        • ICR Indemnity

          102. An Investment Club and each Member are taken to indemnify each director of the Investment Club in respect of any liability incurred or sustained by him or her (including any actual liability, costs or expenses reasonable incurred or sustained) in connection with any debt claim, action or obligation of any kind in which he or she becomes involved by virtue of being a director, unless the claim, action, or obligation arises as a result of fraud, gross negligence or wilful default on the part of the director.
          103. Each Member is taken to indemnify each other Member in respect of any liability incurred or sustained by the other Member (including any actual liability, costs or expenses reasonable incurred or sustained) in connection with any claim or action by a Member against another Member, unless the claim or action arises as a result of fraud, gross negligence or wilful default on the part of the Member the subject of the claim or action.

        • ICR By Way of Business Prohibition

          104. The Investment Club shall not carry on any activity that falls within paragraphs 1 to 9 of Schedule 3 of the QFC Law in or from the QFC, by way of business as that term is defined in Article 25 of the Financial Services Regulations.

        • ICR Officeholders

          105. In addition to the appointment of a chairman and secretary of the board, as set out in these articles, the directors shall appoint:
          (A) A finance officer (also known as the administration officer) who shall have the obligations set out in the Regulations;
          (B) A custodian to safeguard the investments of the Investment Club as set out in the Regulations;
          (C) A broker who shall be responsible for executing the orders in securities agreed by members.

        • ICR Attachment A

          This is the form referred in Article 29(3) of the QFC Investment Club Regulations

      • ICR App 2 ICR App 2 Prescribed Forms

        • ICR A2.1 ICR A2.1 Prescribed Investment Clubs Forms

          • ICR A2.1.1

            For the purpose of the QFC Investment Club Regulations, and these rules the Prescribed Forms are listed in the Appendix 3 of the Companies Rules as well as the table below:

            Purpose Relevant Article or Rule Form
            Application for non-objection to a transfer of shares in an Investment Club Rule 2.2.3 Q14

      • ICR App 3 ICR App 3 Prescribed Fees

        • ICR A3.1 ICR A3.1 Prescribed Investment Clubs Fees

          • ICR A3.1.1

            For the purpose of the QFC Investment Clubs Regulations and these rules, the Prescribed Fees (payable to the QFC Authority) are listed in Appendix 4 of the Companies Rules as well as the table below:

            Purpose Relevant Article or Rule Fee US$
            Application for non-objection to a transfer of shares in an Investment Club Rule 2.2.3 Nil

    • Limited Liability Partnerships Rules

      LLP Rules
      LLP 1:
      Application, purpose and interpretation
      LLP 1.1 Application
      LLP 1.2 Purpose
      LLP 1.3 Interpretation
      LLP 2:
      Limited Liability Partnerships registry, Forms and Fees
      LLP 2.1 Forms
      LLP 2.2 Time for Filing Forms
      LLP 2.3 Fees
      LLP 2.4 Provision of Information
      LLP 3:
      Accounting and Audit
      LLP 3.1 Accounting Standards
      LLP 4:
      Miscellaneous
      LLP 4.1 Registers and Records
      LLP 4.2 Objection to Notice of Financial Penalty
      LLP App1:
      Prescribed Forms
      LLP App2:
      Prescribed Fees


      Inserted by from RM2011-2 (as from 6th December 2011).

      • LLP 1 LLP 1 Application, Purpose and Interpretation

        • LLP 1.1 LLP 1.1 Application

          • LLP 1.1.1

            These rules apply to every Person to whom the Limited Liability Partnerships Regulations apply.

            Inserted by from RM2011-2 (as from 6th December 2011).

        • LLP 1.2 LLP 1.2 Purpose

          • LLP 1.2 Guidance

            The purpose of these rules is to provide further detail in respect of the operation of the Limited Liability Partnerships Regulations. Accordingly, these rules should be read in conjunction with the Limited Liability Partnerships Regulations.

            Inserted by from RM2011-2 (as from 6th December 2011).

        • LLP 1.3 LLP 1.3 Interpretation

          • LLP 1.3.1

            In these rules:

            (A) defined terms are identified by the capitalisation of the initial letter of the word or phrase and are in italics;
            (B) subject to (C) defined terms have the same meaning as they have in the Limited Liability Partnerships Regulations; and
            (C) the following defined terms have the meaning given below:

            Defined Term Meaning
            Authorisation Authorisation granted by the Regulatory Authority to carry on Regulated Activities in accordance with Part 5 of the Financial Services Regulations.
            CRO Companies Registration Office
            Limited Liability Partnerships Regulations The QFC Limited Liability Partnerships Regulations 2005
            Islamic Financial Business The business of carrying on one or more Regulated Activities in accordance with Shari'a.
            Person Any person and includes a natural or legal person, body corporate, or body unincorporate, including a branch, company, Partnerships, unincorporated association or other undertaking, government or state.
            Regulated Activities Has the meaning set out in Article 23 of the Financial Services Regulations.

            Inserted by from RM2011-2 (as from 6th December 2011).

      • LLP 2 LLP 2 Limited Liability Partnerships registry, Forms and Fees

        • LLP 2.1 LLP 2.1 Forms

          • LLP 2.1.1

            The forms identified in column 3 in the table in Appendix 1 are prescribed for the purposes set out in column 1 of that table.

            Inserted by from RM2011-2 (as from 6th December 2011).

          • LLP 2.1.2

            (1) The Prescribed Forms must be completed in accordance with any directions, instructions or requirements contained in the form.
            (2) An annexure to a Prescribed Form must be endorsed with the words:

            "This is the annexure to the (insert description of form) relating to (insert name of Limited Liability Partnerships) dated (insert date of form)."
            Inserted by from RM2011-2 (as from 6th December 2011).

          • LLP 2.1.3

            Any form, annexure or other document filed with the CRO must:

            (A) be on white paper of international A4 size;
            (B) be clearly printed or written in black in a manner that is permanent and is able to be reproduced or copied by photographic or electronic means;
            (C) contain, where applicable, original signatures of the person or persons indicated on the form and the date on which they signed;
            (D) set out the name and QFC number (where applicable) of the Limited Liability Partnerships or Branch to which the form relates; and
            (E) be completed in the English language.
            Inserted by from RM2011-2 (as from 6th December 2011).

          • LLP 2.1.4

            Where a provision of the Limited Liability Partnerships Regulations or these rules requires a certified copy of a document to be filed with the CRO, the copy must be certified by:

            (A) in the case of a document created or issued by a Limited Liability Partnerships or Non-QFC Limited Liability Partnerships itself, including but not limited to the Limited Liability Partnerships Agreement and other constitutional documents, a Member or Designated Member of the Limited Liability Partnerships or Non-QFC Limited Liability Partnerships;
            (B) in the case of a document issued by the public body responsible for the incorporation of companies or the maintenance of the company registry in another jurisdiction, a person properly authorised by that public body; or
            (C) in any other case, a person duly authorised to certify official documents in the jurisdiction in which the copy is being certified.
            Inserted by from RM2011-2 (as from 6th December 2011).

        • LLP 2.2 LLP 2.2 Time for Filing Forms

          • LLP 2.2.1

            Where an Article in the Limited Liability Partnerships Regulations or a rule in these rules requires a notice to be filed with the CRO, the notice must be filed, in the absence of a time limit being stated in the Limited Liability Partnerships Regulations or these rules, within 21 days of the date of the happening of the event to which the notice relates.

            Inserted by from RM2011-2 (as from 6th December 2011).

        • LLP 2.3 LLP 2.3 Fees

          • LLP 2.3.1

            The fees identified in column 3 in the table in Appendix 2 are prescribed for the purposes set out in column 1 of that table.

            Inserted by from RM2011-2 (as from 6th December 2011).

        • LLP 2.4 LLP 2.4 Provision of Information

          • LLP 2.4.1

            (1) The CRO will, upon application and payment of the Prescribed Fee, produce an extract of the information maintained in the register maintained by the CRO in relation to any particular Limited Liability Partnerships or Branch.
            (2) An extract of information produced pursuant to (1) is prima facie evidence of the matters stated in it.
            Inserted by from RM2011-2 (as from 6th December 2011).

          • LLP 2.4.2

            (1) The CRO will, upon application and payment of the Prescribed Fee, produce a certified copy of a certificate of incorporation of a Limited Liability Partnerships or of a certificate of registration of a Branch, or any document required to be filed with the CRO as provided for in the Limited Liability Partnerships Regulations.
            (2) A certified copy of a certificate of incorporation or certificate of registration produced pursuant to (1) is conclusive evidence of the incorporation of the Limited Liability Partnerships or registration of the Branch.
            Inserted by from RM2011-2 (as from 6th December 2011).

      • LLP 3 LLP 3 Accounting and Audit

        • LLP 3.1 LLP 3.1 Accounting Standards

          • LLP 3.1.1

            For the purposes of Article 34 of the Limited Liability Partnerships Regulations, the accounting standards published by the Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI) are prescribed in respect of a Limited Liability Partnerships which is an Authorised Firm and which has on its Authorisation an endorsement authorising it to conduct Islamic Financial Business.

            Inserted by from RM2011-2 (as from 6th December 2011).

      • LLP 4 LLP 4 Miscellaneous

        • LLP 4.1 LLP 4.1 Registers and Records

          • LLP 4.1.1

            Subject to any specific requirement of the Limited Liability Partnerships Regulations, any register or record that a Limited Liability Partnerships is required to keep or maintain by operation of the Limited Liability Partnerships Regulations or these rules, must be kept at the registered office of the Limited Liability Partnerships or at such other place determined by the Members.

            Inserted by from RM2011-2 (as from 6th December 2011).

          • LLP 4.1.2

            A decision of the Members to keep any register or record referred to in Rule 4.1.1 at a place other than the registered office of the Limited Liability Partnerships must only be made by the Members and a record must be kept of the decision, including the decision as to the place at which the registers or records must be maintained.

            Inserted by from RM2011-2 (as from 6th December 2011).

        • LLP 4.2 LLP 4.2 Objection to Notice of Financial Penalty

          • LLP 4.2.1

            To object to the imposition of a financial penalty in accordance with Article 57(3)(B) of the Limited Liability Partnerships Regulations, a person must file with the CRO within the period stated in the notice of imposition of financial penalty a notice of objection which sets out the following information:

            (A) the name of the person to whom the notice of imposition of financial penalty was addressed;
            (B) the date of the notice of imposition of financial penalty;
            (C) the period within which objection to the imposition of financial penalty must be made; and
            (D) every matter which the person believes ought to be taken into account by the CRO in determining whether to commence proceedings in the Regulatory Tribunal for payment of financial penalty.
            Inserted by from RM2011-2 (as from 6th December 2011).

      • LLP App1 LLP App1 Prescribed Forms

        • LLP A1.1 LLP A1.1 Prescribed Limited Liability Partnerships Forms

          • LLP A1.1.1 LLP A1.1.1

            For the purpose of the Limited Liability Partnerships Regulations and these rules the Prescribed Forms are listed in the table.

            Purpose Relevant Article or Rule Form
            Annual Return Article 30(1) Q15
            Application for:
            (A) incorporation as a Limited Liability Partnership;
            (B) for registration as a branch in the QFC
            where the application is in conjunction with an application for a licence to conduct non-regulated activities
            Article 9, 46 Q01
            Application for:
            (A) incorporation as an Limited Liability Partnerships;
            (B) for registration as a branch in the QFC
            Whe where the application is in conjunction with an application for authorisation to conduct regulated activities.
            Article 9, 46 Q02
            Notice of change or appointment, removal or resignation of an auditor Article 38(1) and Article 38(6) and Article 40(4) Q07
            Notice of change of branch particulars Article 50 Q07
            Notice of change of name of a Limited Liability Partnership Article 20(2) Q07
            Notice of change of financial year Article 33 Q07
            Registration of a financing statements with the CRO Article 65 Q23
            Notice of change of registered office of a Limited Liability Partnership Article 26(1) Q07
            Registration of the particulars of each Member who becomes or ceases to be a Member or any change in the particulars of the Members of a Limited Liability Partnership Article 16(1) (A) and 16(1) (B) Q07
            Registration of the particulars of each new Designated Member who becomes or ceases to be a Designated Member Article 16(1)(A) Q07


            Inserted by from RM2011-2 (as from 6th December 2011).

            • LLP A1.1.1 Guidance

              The forms referred to in the table in Appendix 1 are published on the website of the Regulatory Authority (www.qfcra.com).

              Inserted by from RM2011-2 (as from 6th December 2011).

      • LLP App2 LLP App2 Prescribed Fees

        • LLP A2.1 LLP A2.1 Prescribed Limited Liability Partnerships Fees

          • LLP A2.1.1

            For the purpose of the Limited Liability Partnerships Regulations and these rules the Prescribed Fees are listed in the table.

            Purpose Relevant Article or Rule Fee US$
            Application for:
            (A) incorporation as a Limited Liability Partnerships;
            or
            (B) registration as a branch in the QFC.
            Article 9, 46 Nil
            Filing notice of change in the branch particulars Article 50 200
            Filing of change of name of a Limited Liability Partnership Article 20(2) 200
            Filing of change of registered office of a Limited Liability Partnership Article 26(1) 200
            Delivery of annual return to CRO Article 30(1) 200
            Notice of change or appointment, removal or resignation of an auditor Article 38(1) and Article 38(6) and Article 40(4) 200
            Registration of a financing statements with the CRO Article 65 200
            Registration of the particulars of each Member who becomes or ceases to be a Member or any change in the particulars of the Members of a Limited Liability Partnerships Article 16(1) (A) and 16(1) (B) 200
            Registration of the particulars of each new Designated Member who becomes or ceases to be a Designated Member or any change in the particulars of the Members of a Limited Liability Partnerships Article 16(1) (A) and 16(1) (B) 200
            Request for an extract of the information maintained in the register maintained by the CRO Rule 2.4.1 50
            Request for certified copy of certificate of incorporation or certificate of registration or any document required to be filed with the CRO as provided for in the Limited Liability Partnerships Regulations Rule 2.4.2 50
            Search of the register of financing statements Article 71(3) 50


            Inserted by from RM2011-2 (as from 6th December 2011).

    • QFCA Rules

      QFCA Rules
      Part 1:
      Application, Interpretation and Definitions
      1. Application
      2. Interpretation
      3. Definitions
      Part 2:
      General Rules
      General Rule 1 Application
      General Rule 2 Licence to Conduct Non-Regulated Activities
      General Rule 3 General Provisions
      General Rule 4 Notices to the QFCA
      General Rule 5 Reporting
      General Rule 6 Record Keeping
      General Rule 7 Waivers and Modifications
      General Rule 8 Controllers
      General Rule 8A Ultimate Beneficial Ownership
      General Rule 9 Accounting and Auditing
      General Rule 10 Fees
      General Rule 11 Registered Functions
      General Rule 12 Notification of Registered Functions
      General Rule 13 Fitness and Propriety
      General Rule 14 Competence, Training and Supervision
      General Rule 15 Performance of Registered Functions
      General Rule 16 Professional Services
      Schedule 1 Principles
      Schedule 2 Reporting Table
      Schedule 3 Record Keeping Requirements
      Schedule 4 Fees
      Schedule 5 Licensing Criteria
      Part 3:
      Conduct of Business Rules (COB)
      COB Rule 1. Application
      COB Rule 2. General Conduct of Business
      COB Rule 3. Communication of Information and Marketing Materials
      COB Rule 4. Conflicts and Material Interests
      COB Rule 5. Complaints Handling
      Part 4:
      Licensed Firm Assets Rules (LFAR)
      LFAR Rule 1. Application
      LFAR Rule 2. Objectives
      LFAR Rule 3. General Provisions
      LFAR Rule 4. Client Money
      LFAR Rule 5. Client Money Distribution Rules
      Part 5:
      Compliance and Enforcement Rules (CER)
      CER Rule 1. Application
      CER Rule 2. Administration
      CER Rule 3. Investigations
      CER Rule 4. Disciplinary Powers
      CER Rule 5. Enforcement Procedure
      CER Rule 6. Contraventions
      Part 6:
      Legal Services Code
      1. Application
      2. General
      3. Integrity and Trust
      4. Client Care
      5. Competence
      6. Client Money and Assets
      7. Conflicts of Interest
      8. Confidentiality and Disclosure
      9. Compliance, Co-operation and Information Requirements.
      10. Courts, Tribunals and Evidence
      Part 7:
      QFC Professional Accountants' Code
      1. Application
      2. General Obligations
      3. Ethical Obligations
      4. Accounting Standards
      5. Client Care
      6. Competence
      7. Anti-money Laundering
      8. Compliance, Co-Operation and Information Requirements

      • Part 1: Part 1: Application, Interpretation and Definitions

        • 1. Application

          The rules set out herein shall be referred to as the QFCA Rules. These QFCA Rules are made pursuant to Article 12 of the QFC Authority Regulations.

          The QFCA Rules shall apply to all Licensed Firms and where specified in Table 1 below to Authorised Firms in respect of a Relevant Requirement. The QFCA Rules also apply to Applicants, as relevant, and references to Licensed or Authorised Firms shall include, where the context requires, Applicants to become Licensed or Authorised Firms. If the context requires, these rules also apply to a Person.

          TABLE 1 : QFCA RULES APPLICABLE TO AUTHORISED FIRMS

          PART/RULES

          Part 2 : General Rules
          General Rule 3.3, General Rule 5, General Rule 6, General Rule 7 and General Rule 10.7
           

          Part 5 : Compliance and Enforcement Rules
           

          Amended (as from 25th June 2019)

        • 2. Interpretation

          In the QFCA Rules, a reference to:

          (A) a provision of any law, regulation or rule includes a reference to that provision as amended or re-enacted from time to time;
          (B) a calendar year shall mean a year of the Gregorian calendar;
          (C) a month shall mean a month of the Gregorian calendar;
          (D) the masculine gender includes the feminine and the neuter;
          (E) writing includes any form of representing or reproducing words in legible form; and
          (F) a Person is, where the context permits, to any Person in respect of which the QFCA has jurisdiction under or pursuant to the QFC Law or Regulations or Rules or whose conduct or activities are or may be subject to the QFC Law, Regulations or Rules.

          The headings in the QFCA Rules shall not affect its interpretation.

          A reference in a rule or other part or Schedule of the QFCA Rules to a paragraph, sub-paragraph or rule by number or letter only, and without further identification, is a reference to a paragraph, sub-paragraph or rule of that number or letter contained in the rule or other part or Schedule of the QFCA Rules in which that reference occurs.

          Each of the Schedules to the QFCA Rules shall have effect as if set out in the QFCA Rules and reference to QFCA Rules shall include reference to the Schedule.

          Any reference in QFCA Rules to "include", "including", "in particular", "for example", "such as" or similar expressions shall be considered as being by way of illustration or emphasis only and are not to be construed so as to limit the generality of any words preceding them.

          Amended (as from 19th October 2017).

        • 3. Definitions

          "AML/CFT Law" means Law No. (20) of 2019 on Combating Money Laundering and Terrorism Financing.

          "AML/CFT Rules" means the Anti-Money Laundering and Combating Terrorist Financing Rules 2010 of the QFC Regulatory Authority as amended from time to time.

          "Applicant" means a body corporate, partnership or unincorporated association which is the subject of an application for a QFCA Licence or QFC Regulatory Authority Authorisation.

          "Application" means an application for a QFCA Licence or QFC Regulatory Authority Authorisation.

          "Authorised Firm" means a person authorised by the QFC Regulatory Authority to engage in Regulated Activities as set forth in Article 23 of QFC Financial Services Regulations.

          "Business Day" means any day which is not a Friday, a Saturday or a public holiday in the State of Qatar.

          "CER Rules" means the Compliance and Enforcement Rules set out in Part 5 of these QFCA Rules.

          "Client" means any person who enters into a transaction with a Licensed Firm in respect of a Non-Regulated Activity, including the receipt of advice and any other business or service undertaken by a Licensed Firm in the course of carrying out a Non-Regulated Activity in or from the QFC.

          "Client Money" means all money held or received by a Licensed Firm:

          (A) from or on behalf of a Client in the course of or in connection with the carrying on of a Non-Regulated Activity in or from the QFC; or
          (B) which a Licensed Firm treats as Client Money in accordance with LFAR.

          "COB Rules" means the conduct of business rules set out in Part 3 of these QFCA Rules.

          "Control" has the meaning set out in Rule 8.2.1.

          "Controller Notice" means a notice relating to a change in Control of a Licensed Firm as required under General Rule 8.3.

          "CRO" means the Companies Registration Office established pursuant to Article 7 of the QFC Law.

          "Eligible Bank" means a Person that is an Authorised Firm with an authorisation for deposit taking, or a person in relation to whom all of the following requirements are satisfied:

          (A) the Person is incorporated in a jurisdiction outside the QFC;
          (B) the Regulatory Authority has not, by notice, declared that this definition does not apply to the jurisdiction;
          (C) the Person is regulated as a bank, and principally regulated for prudential purposes, by an overseas regulator in the jurisdiction;
          (D) the Person is required to prepare audited accounts;
          (E) the Person has minimum assets of US $10 million (or its equivalent in any other currency at the relevant time);
          (F) the Person had surplus revenue over expenditure for the Person's last 2 financial years; and
          (G) the Person's latest annual audit report is not materially qualified.

          "Entity" a Body Corporate or partnership or unincorporated association carrying on Business with a view to a profit.

          "Financial Services Regulations" means the QFC Financial Services Regulations No. (1) of 2005.

          "Firm-Related Distribution Event" for a Licensed Firm:

          (A) the appointment of a liquidator, receiver or administrator or of a trustee in bankruptcy; or
          (B) an event in any jurisdiction equivalent to an appointment mentioned in paragraph (A);
          (C) the withdrawal or cancellation by the QFCA of the Licensed Firms' Licence; or
          (D) the imposition or variation of a condition, restriction or requirement on the Licensed Firms' Licence so that it is no longer permitted to hold Client Money.

          "General Rules" means the general rules set out in Part 2 of these QFCA Rules.

          "Group" means with respect to an Entity:

          (A) that Entity;
          (B) any parent Entity of the Entity; and
          (C) any subsidiary (direct or indirect) of that Entity or of any parent Entity of that Entity.

          "LFAR" means Licensed Firm Asset Rules set out in Part 4 of these QFCA Rules.

          "Licensed Firm" means a person licensed by the QFCA to engage in Non-Regulated Activities in or from the QFC, and that is not an Authorised Firm.

          "Local Licensed Firm" means a Licensed Firm incorporated in the QFC.

          "MLRO" means the Licensed Firm's money laundering reporting officer.

          "Non-Local Licensed Firm" means a Licensed Firm established outside the QFC and operating through a branch in the QFC.

          "Non-Regulated Activities" has the meaning set out at Article 110 of the QFC Financial Services Regulations.

          "Objectives" mean the Objectives of the QFCA pursuant to Article 6 of the QFC Authority Regulations.

          "Ordinary Business Hours", on a day means between 8 am and 5 pm or as amended by the QFCA from time to time.

          "Person" means a natural person or legal person including body corporate, or body unincorporated, a branch, company, partnership, trust, unincorporated association or other undertaking, arrangement, government or state.

          "Protected Item" means a communication between a professional legal adviser and his Client or any Person representing his Client, which is made either in connection with the giving of legal advice to the Client or in connection with, or in contemplation of, legal proceedings (including the exercise of powers by the QFCA under relevant Regulations, or in proceedings before the Relevant Review Body) and for the purposes of those proceedings.

          "QFCA" means the Qatar Financial Centre Authority.

          "QFC Law" means Law No. (7) of Year 2005.

          "QFCA Licence" means a licence to operate in the QFC issued by the QFCA pursuant to Article 11.1 of the QFC Law.

          "QFCA Rule" means any rules made by the QFCA pursuant to Article 12 of the QFC Authority Regulations.

          "QFC Authority Regulations" means the QFC Authority Regulations, No 9 of 2005, as amended from time to time.

          "Registered Functions" has the meaning set out in General Rule 11.

          "Registered Functions Notice" means a notice relating to a change in Registered Function of a Licensed Firm as required under General Rule 12.2.

          "Regulations" means Regulations enacted by the Minister in accordance with Article 9 of the QFC Law.

          "Regulatory Authority" means the Regulatory Authority of the QFC established in accordance with Article 9 of the QFC Law.

          "Relevant Requirement" has the meaning set out in CER Rule 6.1 in relation to Regulations or rules administered by the QFCA.

          "Relevant Review Body" has the meaning set out in the CER Rule 3.1.2.

          "Rules" means Rules made by the QFCA under the Regulations pursuant to which the QFCA has power to make rules, including, where the context permits, standards, principles and codes of practice.

          "Senior Executive Function" has the meaning set out in General Rule 11.3.

          "Signed" means bearing the physical signature or electronic signature of the Licensed Firm's or Authorised Firm's authorised signatory.

          "Single Family Office Regulations" means the QFC Single Family Office Regulations, No. 16 of 2012, as amended from time to time.

          "Third Party-Related Distribution Event" for an Eligible Bank means:

          (A) the appointment of a liquidator, receiver or administrator, or of a trustee in bankruptcy; or
          (B) an event in any jurisdiction equivalent to an appointment mentioned in paragraph (A).
          Amended (as from 3rd February 2020).

      • Part 2: Part 2: General Rules

        • General Rule 1. Application

          The QFCA Rules in Part 2 shall be referred to as the General Rules and shall apply to all Licensed Firms, and where specified herein to Authorised Firms in respect of a Relevant Requirement.

        • General Rule 2. General Rule 2. Licence to Conduct Non-Regulated Activities

          Amended (as from 23rd September 2014)

          • General Rule 2.1 Application

            This General Rule 2 applies only to Licensed Firms.

            Amended (as from 23rd September 2014)

          • General Rule 2.2 General Conduct

            In order to become and remain a Licensed Firm, a Person shall ensure it is and remains fit and proper and complies with any Regulations and Rules as well as the QFCA Rules that may apply to the particular type of Non-Regulated Activities undertaken and shall conduct itself at all times in a manner that (A) reflects and promotes the spirit, purpose and Objectives of the general principles set out in Schedule 1 (the "Principles"), and (B) does not harm or hinder the QFCA in achieving its Objectives, strategies and priorities.

            Amended (as from 23rd September 2014)

          • General Rule 2.3 Rejection of Licence Application

            Pursuant to Article 21(1) of the QFCA Regulations, the QFCA shall have the discretion and power to reject an Application if the QFCA considers, after review of the Application, that the Application does not meet the Objectives, strategies and priorities set by the QFCA from time to time (including, but not limited to, the consideration of the existing number and composition of Licensed Firms in the QFC), taking into account the matters set out in Article 21(2) of the QFCA Regulations.

            Amended (as from 23rd September 2014)

        • General Rule 3. General Rule 3. General Provisions

          • General Rule 3.1 Application

            This General Rule 3 applies to a Licensed Firm and where specified, to an Authorised Firm in respect of a Relevant Requirement.

          • General Rule 3.2 General Rule 3.2 Disclosure of Licensed Status

            • General Rule 3.2.1

              A Licensed Firm must not misrepresent its status expressly or by implication.

            • General Rule 3.2.2

              (A) A Licensed Firm must take reasonable care to ensure that all business documents in connection with the carrying on of Non-Regulated Activities in or from the QFC include one of the disclosures in General Rule 3.2.2(C).
              (B) The expression "business documents":
              (i) includes, but is not limited to, letterheads, whether issued by post, fax or electronic means, terms of business, Client agreements, written financial communications, business cards, prospectuses and websites; but
              (ii) does not include compliment slips, account statements or text messages.
              (C) The disclosure required under this General Rule is:
              (i) "Licensed by the Qatar Financial Centre Authority"; or
              (ii) "Licensed by the QFCA".
              (D) The QFCA logo must only be reproduced with the express written permission of the QFCA and in accordance with any conditions for use issued from time to time.
              Amended (as from 23rd September 2014)

          • General Rule 3.3 General Rule 3.3 Communication with the QFCA and the CRO

            Amended (as from 23rd September 2014)

            • General Rule 3.3.1

              Without prejudice to any other provision of these Rules all communications made by a Licensed or Authorised Firm to the QFCA or the CRO whether pursuant to any Regulations, Rules, or otherwise shall be made by an employee (officer or otherwise) of the Licensed or Authorised Firm authorised to make such communication to the QFCA or the CRO and shall be in English unless otherwise permitted by the QFCA or the CRO.

              All internal procedures, records or other documentation created by the Licensed or Authorised Firm shall be in English.

              Amended (as from 23rd September 2014)

            • General Rule 3.3.2

              (A) The QFCA may operate an electronic submission system (Electronic System) to allow Licensed Firms, Authorised Firms, or other Persons approved in writing by the QFCA (Registered Users) to communicate with it or with the CRO, to produce documents and information in an electronic form. The QFCA may issue instructions for, amongst other things:
              (i) access to, guidelines concerning and the use of the Electronic System;
              (ii) QFCA's approval of any individuals nominated to access and use the Electronic System on behalf of a Registered User;
              (iii) withdrawal of access to Registered Users or any individual previously approved to access and use the Electronic System on behalf a Registered User; and
              (iv) measures that the QFCA considers necessary or desirable to maintain the integrity and security of the Electronic System.
              (B) The Registered User must ensure that:
              (i) only suitable individuals have access to the Electronic System;
              (ii) individuals who have access to the Electronic System follow the usage instructions and use the Electronic System properly;
              (iii) it has adequate policies, procedures, systems and controls to comply with this Rule 3.3; and keep necessary records; and
              (iv) it and its directors, officers, employees, agents and contractors do not do, or fail to do, anything that compromises the integrity or security of the Electronic System.
              (C) If a communication is made to the QFCA or the CRO using the Electronic System, the communication will be deemed to have been made at the time it is received by the QFCA or the CRO; and for the purposes of these Rules, to have been Signed and made in writing.
              (D) This rule is additional to, and does not limit, the generality of Rule 3.3.1 (Communication with the QFCA and the CRO), any other provision of these Rules or any other Rules.
              Amended (as from 23rd September 2014)

          • General Rule 3.4 Complaints against the QFCA

            Without prejudice to the rights set out at Article 25 of the QFCA Regulations, the QFCA shall make arrangements for the prompt, efficient, impartial and independent investigation of complaints made against it arising out of the exercise, or failure to exercise, any of its functions under Articles 19 or 21 of the QFCA Regulations.

          • General Rule 3.5 General Rule 3.5 Registers of Public Information

            • General Rule 3.5.1

              The QFCA shall make public its register of Licensed Firms licensed to conduct Non-Regulated Activities including a register of individuals undertaking a Registered Function at a Licensed Firm.

            • General Rule 3.5.2

              The QFCA registers will be maintained in electronic form in English and extracts of the registers will also be made available at the premises of the QFCA during normal business hours, upon application and payment of the prescribed fee set forth in Schedule 4 (Fees) or otherwise prescribed by notice.

          • General Rule 3.6 Provision of Information

            An extract of information from the registers maintained by the QFCA under General Rule 3.5, in relation to any particular Licensed Firm and individuals undertaking Registered Functions, upon application and payment of the prescribed fee, is prima facie evidence of the matters stated in it.

        • General Rule 4. General Rule 4. Notices to the QFCA

          • General Rule 4.1 Application

            This General Rule 4 applies to Licensed Firms.

            Amended (as from 23rd September 2014)

          • General Rule 4.2 General Rule 4.2 Provision of Notifications

            • General Rule 4.2.1

              Unless a QFCA Rule states otherwise, a Licensed Firm must ensure that each notification it provides to the QFCA:

              (A) is in writing and contains the Licensed Firm's name, QFC number and any additional information required by the QFCA; and
              (B) is submitted on any relevant QFC Form or Electronic System operated by the QFCA.
              Amended (as from 23rd September 2014)

            • General Rule 4.2.2

              A notification must be submitted to the QFCA:

              (A) by electronic mail at the address provided by the QFCA or in the Electronic System operated by the QFCA; and
              (B) duly Signed by the signatories specified in the relevant QFCA Rule or as set forth herein and delivered by:
              (i) post to the current address of the QFCA;
              (ii) hand delivery to the current address of the QFCA; or
              (iii) fax to a fax number provided by the QFCA.
              Amended (as from 23rd September 2014)

            • General Rule 4.2.3

              Where a QFCA Rule does not specify a specific signatory, any notification or submission of a report must be signed by the individual performing the Senior Executive Function or other authorised signatory of the Licensed Firm.

              Amended (as from 25th June 2019)

          • General Rule 4.3 General Rule 4.3 Core Details

            • General Rule 4.3.1

              A Licensed Firm must provide the QFCA with reasonable advance notice of any change in:

              (A) the Licensed Firm's name;
              (B) the continuation of its business in the QFC;
              (C) the address of the Licensed Firm's principal place of business in the QFC;
              (D) in the case of a branch, its registered office or head office address;
              (E) its legal structure;
              (F) the name of any individual undertaking a Registered Function or any material matters relating to such individual's fitness and propriety; and
              (G) Control, pursuant to General Rule 8.

            • General Rule 4.3.2

              A Local Licensed Firm must provide the QFCA with prior notice of the establishment or closure of a branch office or a subsidiary anywhere in the world from which it carries on services.

              Amended (as from 23rd September 2014)

          • General Rule 4.4 General Rule 4.4 Significant Events

            • General Rule 4.4.1

              A Licensed Firm must advise the QFCA immediately if it becomes aware of any matters that have occurred or may occur in the foreseeable future that could materially impact on the Licensed Firm's ability to provide adequate services to its Client and/or to continue in business and/or have a significant adverse impact on the reputation of the Licensed Firm or of the QFC.

          • General Rule 4.5 General Rule 4.5 Fraud and Errors

            • General Rule 4.5.1

              A Licensed Firm must notify the QFCA immediately if one of the following events arises in relation to its activities in or from the QFC:

              (A) it becomes aware that an employee may have committed a fraud against one of its Client;
              (B) a serious fraud has been committed against it;
              (C) it has reason to believe that a Person is acting with intent to commit a serious fraud against it; or
              (D) it identifies significant irregularities in its accounting or other records, whether or not there is evidence of fraud.

          • General Rule 4.6 General Rule 4.6 Action against a Licensed Firm

            Amended (as from 23rd September 2014)

            • General Rule 4.6.1

              A Licensed Firm must notify the QFCA immediately if:

              (A) civil proceedings are brought against the Licensed Firm and the amount of the claim is in excess of 20% of the Licensed Firm's financial resources or is significant in relation to its reputation; or
              (B) the Licensed Firm is prosecuted for, or convicted of, any offence involving fraud or dishonesty, or any penalties are imposed on it for tax evasion.

        • General Rule 5. General Rule 5. Reporting

          • General Rule 5.1 Application

            This General QFCA Rule 5 applies to a Licensed Firm and to an Authorised Firm in respect of a Relevant Requirement.

          • General Rule 5.2 General Rule 5.2 Provision of Reports

            • General Rule 5.2.1

              (A) Unless a QFCA Rule states otherwise, a Licensed or Authorised Firm must ensure that each report it provides to the QFCA:
              (i) contains the Licensed or Authorised Firm's name, the related QFC number and any other information required by the QFCA; and
              (ii) subject to (B) is received by the QFCA during Ordinary Business Hours on the date the report is due.
              (B) If the due date is not a Business Day, the report must be received by the QFCA during Ordinary Business Hours of the next Business Day.
              (C) A report will not be considered to have been received by the QFCA until it has been:
              (i) received by the QFCA; and
              (ii) duly Signed by the signatories specified in the relevant QFCA Rule and delivered:
              (1) by email or Electronic System;
              (2) by post to the current address of the QFCA;
              (3) hand delivered to the current address of the QFCA; or
              (4) faxed to a fax number provided by the QFCA.
              Amended (as from 23rd September 2014)

            • General Rule 5.2.2

              Where a QFCA Rule does not specify a specific signatory, the report must be Signed by the individual performing the Senior Executive Function or other authorised signatory of the Licensed Firm.

              Amended (as from 25th June 2019)

          • General Rule 5.3 Summary of Reporting Requirements

            The reporting requirements relevant to Licensed or Authorised Firms are set out at Schedule 2.

        • General Rule 6. General Rule 6. Record Keeping

          • General Rule 6.1 Application

            This General Rule 6 applies to a Licensed Firm and to an Authorised Firm in respect of a Relevant Requirement.

          • General Rule 6.2 General Rule 6.2 General Requirements

            • General Rule 6.2.1

              A Licensed or Authorised Firm must maintain appropriate records of:

              (A) matters and dealings, including accounting records;
              (B) policies and procedures; and
              (C) other documentation,

              which are required under Relevant Requirements.

          • General Rule 6.3 General Rule 6.3 Maintenance of Records

            • General Rule 6.3.1

              A Licensed or Authorised Firm must ensure records, however stored, are capable of reproduction on paper within a reasonable period not exceeding three (3) Business Days.

            • General Rule 6.3.2

              In maintaining records, a Licensed or Authorised Firm must have regard to any requirements for preservation, confidentiality, security and the frequency and ease of access required to records.

            • General Rule 6.3.3

              Subject to General Rule 3.3 the Licensed or Authorised Firm may maintain records created by third parties in any language. If those records are requested by the QFCA they must be reproduced in English within a reasonable period not exceeding three (3) Business Days of the date of the request.

              Amended (as from 23rd September 2014)

            • General Rule 6.3.4

              (A) Where original documents cannot be maintained, copies may be kept, provided they are duly certified copies of the original documents.
              (B) A document in (A) must be certified by:
              (i) in the case of a document created or issued or copied by the Licensed or Authorised Firm itself, a director or secretary of the Firm;
              (ii) in the case of a document issued by a public body responsible for the maintenance of the original document, a Person properly authorised by that public body; or
              (iii) in any other case, a Person duly authorised to certify official documents in the jurisdiction in which the copy is being certified.
              Amended (as from 23rd September 2014)

            • General Rule 6.3.5

              Unless otherwise stated in a specific provision, records and documents must be maintained by the Licensed or Authorised Firm for at least six (6) years.

        • General Rule 7. General Rule 7. Waivers and Modifications

          • General Rule 7.1 Application

            This General Rule 7 applies to a Licensed Firm and to an Authorised Firm in respect of a Relevant Requirement.

          • General Rule 7.2 General Rule 7.2 Application to Waive or Modify Rules

            • General Rule 7.2.1

              If a Licensed or Authorised Firm wishes to apply for a Waiver or Modification Notice, it must apply in writing to the Legal Department of the QFCA.

            • General Rule 7.2.2

              The application for a Waiver or Modification Notice must contain:

              (A) the Licensed or Authorised Firm's name and the related QFC number;
              (B) the Relevant Requirement to which the application relates;
              (C) a clear explanation of the waiver or modification that is being applied for and the reason why the Licensed or Authorised Firm is requesting it;
              (D) details of any other requirements; for example, if there is a specific period for which the Waiver or Modification Notice is required;
              (E) any reasons the Licensed or Authorised Firm may have as to why the Waiver or Modification Notice should not be published or why it should be published without disclosing the identity of the Licensed or Authorised Firm or the confidential or propriety nature of certain information; and
              (F) all relevant facts to support the application.
              Amended (as from 25th June 2019)

            • General Rule 7.2.3

              An application for a Waiver or Modification Notice must be Signed by the individual performing the Senior Executive Function or other authorised signatory of the Licensed Firm.

              Amended (as from 25th June 2019)

            • General Rule 7.2.4

              A Licensed or Authorised Firm must immediately notify the QFCA if it becomes aware of any material change in circumstances which may affect the application for a Waiver or Modification Notice.

          • General Rule 7.3 General Rule 7.3 Procedure on Receipt of an Application

            • General Rule 7.3.1

              The QFCA will acknowledge an application for a Waiver or Modification Notice and may request further information. The time taken to determine the application will depend upon the issues it raises.

            • General Rule 7.3.2

              An application for a Waiver or Modification Notice may be withdrawn at any time up until the giving of the Waiver or Modification Notice. In doing so, a Licensed or Authorised Firm should provide reasons for withdrawing the application.

          • General Rule 7.4 General Rule 7.4 Conditions for Granting a Waiver or Modification

            • General Rule 7.4.1

              The QFCA must be satisfied, when giving a notice under this General Rule 7 in relation to a Person, that:

              (A) either:
              (i) the burden experienced by that Person in complying with the Relevant Requirement would significantly outweigh the benefits that the Relevant Requirement was intended to achieve; or
              (ii) compliance with the Relevant Requirement would not achieve or further the purpose for which the Relevant Requirement was made; and
              (B) the notice would not result in undue risk to Persons whose interests the QFCA Rule is intended to protect.

          • General Rule 7.5 General Rule 7.5 Applicability of a Waiver or Modification Notice

            • General Rule 7.5.1

              If a Waiver or Modification Notice directs that a Relevant Requirement is to apply to a Licensed or Authorised Firm with modifications, then failure to comply with the modified requirement constitutes a contravention under the QFCA Regulations.

            • General Rule 7.5.2

              If a Waiver or Modification Notice is given subject to a condition, then failure to comply with the terms and conditions constitutes a contravention under the QFCA Regulations.

          • General Rule 7.6 Continuing Relevance of a Written Notice

            A Licensed or Authorised Firm must immediately notify the QFCA if it becomes aware of any material change in circumstances which could affect the continuing relevance of a Waiver or Modification Notice.

          • General Rule 7.7 General Rule 7.7 Publication of a Waiver or Modification Notice

            • General Rule 7.7.1

              Unless the QFCA is satisfied that it is inappropriate or unnecessary to do so, it must publish a Waiver or Modification Notice given under General Rule 7.5 in such a way (including publication on its website) as it considers appropriate for bringing the notice to the attention of:

              (A) those likely to be affected by it; and
              (B) others who may be likely to become subject to a similar notice.

          • General Rule 7.8 Revocation or Variation of a Waiver or Modification Notice

            The QFCA may on the application of the Person to whom it applies, or on its own initiative:

            (A) revoke a written notice; or
            (B) vary a written notice.

          • General Rule 7.9 Referral of the QFCA's Decisions in Relation to a Waiver or Modification Notice

            Any decision of the QFCA with respect to the granting or refusal of a waiver or modification of a Relevant Requirement may be referred to the Relevant Review Body by the Person to whom the waiver or modification relates (or would relate if granted).

        • General Rule 8. General Rule 8. Controllers

          • General Rule 8.1 General Rule 8.1 Application

            • General Rule 8.1.1

              This General Rule 8 applies to:

              (A) Persons who acquire, or change their level or type of Control over a Licensed Firm; and
              (B) a Licensed Firm.
              Amended (as from 23rd September 2014)

          • General Rule 8.2 General Rule 8.2 General Provisions

            • General Rule 8.2.1

              For the purposes of these QFCA Rules, the definition of "Control" is as follows:

              (1) A Person acquires control over a Licensed Firm where the Person:
              (A) holds 10% or more of the shares in the Licensed Firm;
              (B) is entitled to exercise, or controls the exercise of, 10% or more of the voting power in the Licensed Firm; or
              (C) is able to exercise significant influence over the management of the Licensed Firm by virtue of shareholding or voting power, or by contractual or other arrangements, including but not limited to the Licensed Firm's board of directors and chief executive officer.
              (2) For purposes of this Article:
              (A) shares:
              (i) In relation to a Licensed Firm with a share capital, means allotted shares;
              (ii) In relation to a Licensed Firm with capital but no share capital, means rights to share in the capital of the Licensed Firm; and
              (iii) In relation to a Licensed Firm without capital, means interests conferring any right to share in the profits, or liability to contribute to the losses, of the Licensed Firm; or giving rise to any obligation to contribute to the debts or expenses of the Licensed Firm in the event of winding up; and
              (B) voting power, in relation to a Licensed Firm which does not have general meetings at which matters are decided by the exercise of voting rights, means the right under the constitution of the Licensed Firm or alter the terms of its constitution.
              Amended (as from 23rd September 2014)

            • General Rule 8.2.2

              A Licensed Firm must provide information on its Controllers in the form and in the manner required by the QFCA.

              Amended (as from 23rd September 2014)

            • General Rule 8.2.3

              A Licensed Firm must establish and maintain systems and controls to enable it to:

              (A) be advised of any proposed or actual acquisitions or changes in Control; and
              (B) monitor any proposed or actual acquisition or changes in Control.

          • General Rule 8.3 Requirement to Notify the QFCA

            A Controller Notice must be submitted to the QFCA to notify the QFCA of an acquisition or cessation of Control in a Licensed Firm.

          • General Rule 8.4 General Rule 8.4 Controller Notice

            • General Rule 8.4.1

              A Controller Notice must be in writing on any relevant QFC Form.

            • General Rule 8.4.2

              A Controller Notice must be accompanied by the information and documents as specified in any such QFC Form.

            • General Rule 8.4.3

              The QFCA may request such additional information or documents as it reasonably considers necessary in order to enable it to determine what action it should take in response to the Controller Notice.

            • General Rule 8.4.4

              A Controller Notice must be submitted by:

              (A) the Licensed Firm in question; or
              (B) where the Licensed Firm is not aware of the acquisition or change in Control, the Person who is proposing to acquire or cease Control or has acquired or ceased Control.

            • General Rule 8.4.5

              A Controller Notice must be submitted by the individual performing the Senior Executive Function, or other authorised signatory of the Licensed Firm.

              Amended (as from 25th June 2019)

            • General Rule 8.4.6

              A Controller Notice must be submitted to the QFCA in line with the provisions for notifications outlined in these General Rules.

            • General Rule 8.4.7

              A Controller Notice must be submitted to the QFCA not less than thirty (30) days in advance of the proposed acquisition or change in Control. Where this is not reasonably practicable, the Licensed Firm must submit the Controller Notice immediately upon becoming aware of the proposed or actual acquisition or change in Control.

          • General Rule 8.5 General Rule 8.5 Consideration of Controller Notices

            • General Rule 8.5.1

              The QFCA shall advise of any objections to the Controller Notice or conditions to the acceptance of the Controller Notice no later than 30 days following the date of delivery of the complete Controller Notice to the QFCA. If the QFCA does not send any objections or notice of conditions in writing to the Licensed Firm within thirty (30) days following such date the Controller Notice shall be deemed to have been accepted unconditionally by the QFCA. If the QFCA does advise the Licensed Firm of any objections or conditions of acceptance then it may call for such further information from the Licensed Firm and such other parties as it considers necessary or appropriate, and shall make a final determination within thirty (30) days of receipt of such information.

              Amended (as from 23rd September 2014)

            • General Rule 8.5.2

              In considering whether to object to the Controller Notice or issue conditions to the acceptance of the Controller Notice, the QFCA may have regard to:

              (A) the Licensed Firm's fitness, propriety and compliance with the Regulations and Rules;
              (B) the spirit, purpose and Objectives of the Principles; and
              (C) the Objectives, strategies and priorities of the QFCA.

              Any determination made by the QFCA pursuant to this General Rule 8.5 may be referred to the Relevant Review Body by the Licensed Firm to which the proposed change in Control relates.

              Amended (as from 23rd September 2014)

          • General Rule 8.6 General Rule 8.6 Annual Controller's Report [Deleted]

            Deleted (as from 23rd September 2014)

            • General Rule 8.6.1 [Deleted]

              Deleted (as from 23rd September 2014)

        • General Rule 8A. General Rule 8A. Ultimate Beneficial Ownership

          • General Rule 8A.1 Definitions

            In this Rule 8A:

            "Beneficial Owner" has the meaning set out in Rule 8A.3.

            "Foundation" means a foundation established under the Foundation Regulations.

            "Governing Body" means, in the case of:

            (a) a company or a company limited by guarantee, the board of directors;
            (b) a limited partnership, the general partner;
            (c) a trust, the trustee(s);
            (d) a foundation, the council; and
            (e) any other entity, its board of directors, committee of management or other governing body.

            "Nominee Director" means, for the purposes of Rule 8A, a Person that acts as director on behalf of another Person or in accordance with the directions, instructions or wishes of another Person.

            "Nominee Particulars" has the meaning set out in Rule 8A.7(D).

            “Nominee Shareholder” means, for the purposes of Rule 8A, a Person registered as shareholder (i) on behalf of another Person or (ii) acting on the directions, instructions or wishes of another Person.

            "QFC Entity" means a Person licensed or registered by the QFCA, including a Licenced Firm and an Authorised Firm.

            "Required Information" has the meaning set out in Rule 8A.6.

            "Register of Beneficial Owners" means the register established pursuant to Rule 8A.4.

            "Trust" has the meaning set out in the QFC Trust Regulations.

            “Trustee” has the meaning set out in the QFC Trust Regulations.

            Amended (as from 3rd February 2020).
            Amended (as from 6th July 2021).

          • General Rule 8A.2 Requirement to Determine Beneficial Owners

            (A) A QFC Entity must identify and take reasonable measures to verify the identity of each of its Beneficial Owners.

            (B) In the case of a QFC Entity that is a Trust, all the obligations of a QFC Entity set out in this Rule 8A must be performed by the Trustee of that Trust.

            Inserted (as from 25th June 2019)
            Amended (as from 6th July 2021).

          • General Rule 8A.3 Definition of Beneficial Owner

            (A) A Beneficial Owner is:
            (i) in relation to a company, any Person that:
            (a) holds or controls, or is entitled to hold or control, directly or indirectly, including through bearer share holdings, or by any other means, including acting in concert with one or more Persons, 20% or more of the company's shares;
            (b) holds or controls, or is entitled to hold or control, directly or indirectly, including through bearer share holdings, or by any other means, including acting in concert with one or more Persons, 20% or more of the voting rights in the company;
            (c) holds or controls, or is entitled to hold or control, directly or indirectly, including through contractual arrangements or by any other means, including acting in concert with one or more Persons, the right to appoint or remove a majority of the board of directors of the company; or
            (d) has the right to exercise, or actually exercises, control over the management of the company.
            (ii) in relation to a company limited by guarantee, any Person that exercises, or has the legal right to exercise, control or influence over the management of the company limited by guarantee, including the chief executive officer or each director.
            (iii) in relation to a partnership, any Person that:
            (a) holds or controls, directly or indirectly, including through contractual arrangements, or by any other means, 20% or more of the capital, profits or voting rights of that partnership; or
            (b) has the right to exercise, or actually exercises, control over the management of the partnership.
            (iv) in relation to a trust:
            (a) each beneficiary (or, if a specific Person is not identifiable as a beneficiary, the class of Persons for whose benefit the trust is established);
            (b) the settlor of the trust or each Person performing an equivalent function;
            (c) each trustee of the trust; and
            (d) each protector or appointer of the trust (if any).
            (v) in relation to a foundation:
            (a) each beneficiary (or, if a specific Person is not identifiable as a beneficiary, the class of Persons for whose benefit the foundation is established);
            (b) a founder and, if relevant, a dedicator or each Person performing equivalent function;
            (c) each council member or Person performing an equivalent function; and
            (d) each enforcer, protector or each Person performing an equivalent function.
            (B) Where any of the above roles are fulfilled by a legal person (including legal arrangements) the QFC Entity must identify the natural persons who are the Beneficial Owners of such legal person, unless the Beneficial Owner falls within a class of Persons mentioned in Rule 8A.15(A).
            (C) The Beneficial Owner(s) of a QFC Entity must be traced through any number of persons or arrangements of any description.
            (D) The term "control" for the purposes of this Rule 8A includes a right to exercise control as a result of (for example):
            (i) the terms of the constitutional documents of a QFC Entity or any intermediate holding vehicle in a QFC Entity's chain of ownership;
            (ii) the rights attached to the shares or securities which a Person holds, whether directly in a QFC Entity or through an intermediate holding vehicle in a QFC Entity's chain of ownership;
            (iii) a shareholders or partnership agreement or other similar contractual arrangement; or
            (iv) contractual or other arrangements.
            (E) The right to exercise control is a right which, if exercised, would give rise to the actual exercise of control.
            (F) If 2 or more natural persons jointly meet any of the criteria specified under Rule 8A.3(A)(i) – (v), each of them is taken to be a Beneficial Owner.
            (G) If no natural person is identified as a Beneficial Owner of a QFC Entity, any natural person on whose instructions the QFC Entity or its Governing Body is required or is accustomed to act, is taken to be a Beneficial Owner.
            (H) If there is no Beneficial Owner of a QFC Entity under either of paragraph (F) or (G) above, each:
            (i) natural person that is a member of its Governing Body; and
            (ii) Beneficial Owner of a body corporate member of its Governing Body,
            is taken to be a Beneficial Owner of the QFC Entity.
            Inserted (as from 25th June 2019)
            Amended (as from 6th July 2021).

          • General Rule 8A.4 Obligation to Maintain a Register of Beneficial Owners

            (A) A QFC Entity must establish and maintain a Register of Beneficial Owners.
            (B) The Register of Beneficial Owners must be held and made accessible at all times during Ordinary Business Hours by:
            (i) if applicable, the Senior Executive Function,
            (ii) for a Foundation, the Registered Representative,
            (iii) for a Single Family Office, the Designated Representative Function,
            (iv) for a Branch, the Principal Representative,
            (v) for a Trust, the Trustee, or
            (vi) if there is no individual who performs any of the functions in (i) – (iv), an individual resident in Qatar with overall responsibility for the conduct of the whole of the business of a QFC Entity.
            (C) The Register of Beneficial Owners must contain the Required Information in relation to each Beneficial Owner of a QFC Entity.
            (D) In relation to a Trust, the Trustee must, in addition to the information specified in Rule 8A.6(A), include in the Register of Beneficial Owners:
            (i) information on each of the agents and service providers to the Trust, including investment advisors or managers, accountants and tax advisors, of the following kind:
            (a) for an agent or service provider that is a natural person, the information listed at 8A.6(A)(i)(a) – (e); and
            (b) for an agent or service provider that is a legal person, the information listed at 8A.6(A)(ii)(a) – (d);
            (ii) the jurisdiction of residence of each Trustee; and
            (iii) a description of the assets held or managed under the Trust,
            and such information shall, in relation to such a Trust, be considered "Required Information" for the purposes of this Rule 8A.
            Amended (as from 3rd February 2020).
            Amended (as from 6th July 2021).

          • General Rule 8A.5 Notification of the QFCA

            (A) A QFC Entity that submits a Controller Notice pursuant to Rule 8.4, must include in the Controller Notice details of any change in its Beneficial Owners and the related Required Information resulting from the notified change in Control pursuant to Rule 8.2.1.
            (B) The QFCA may pursuant to subrule 8A.6(B) require the provision of any further information in relation to any change in Beneficial Owner set out in a Controller Notice.
            Inserted (as from 25th June 2019)

          • General Rule 8A.6 Required Information

            (A) The required information for a Beneficial Owner is the following (the "Required Information"):
            (i) in respect of a Beneficial Owner who is a natural person:
            (a) full name as it appears on that person's passport or other government-issued national identification document;
            (b) place and date of birth;
            (c) nationality (or, where that person has more than one nationality, each nationality);
            (d) identifying number, country of issue, date of issue and of expiry, as set out in that person's passport or other government-issued national identification document;
            (e) residential address and, if different, an address appropriate for service of notices;
            (f) the date that the person became and/or ceased to be a Beneficial Owner;
            (g) any percentage specified in Rule 8A.3 that is held or controlled by that person and the date of any change to such percentage;
            (h) if control is exercised through means other than direct or indirect ownership of shares or control of voting rights in the relevant QFC Entity, a brief description of the basis on which that person exercises its control;
            (i) the date on which the Register of Beneficial Owners was last updated; and
            (j) in relation to Trusts, the information specified at Rule 8A.4(D) on agents and service providers (if any), Trustee residence, and Trust assets.
            (ii) in respect of a Beneficial Owner that is a legal person:
            (a) full name as it appears on that person's certificate of incorporation or establishment or similar document, or any other instrument acceptable to the QFCA;
            (b) the jurisdiction of incorporation, registration authority and associated registration number for the person (or other identifying details);
            (c) date of incorporation, establishment or registration;
            (d) the address of record maintained with the commercial registry or similar institution with which the person is incorporated, established or registered;
            (e) the date that the person became and/or ceased to be a Beneficial Owner;
            (f) any percentage specified in Rule 8A.3 that is held or controlled by that person and the date of any change to such percentage;
            (g) if control is exercised through means other than direct or indirect ownership of shares or control of voting rights in the relevant QFC Entity, a brief description of the basis on which that person exercises its control;
            (h) the date on which the Register of Beneficial Owners was last updated; and
            (i) in relation to Trusts, the information specified at Rule 8A.4(D) on agents and service providers (if any), Trustee residence, and Trust assets.
            (B) The QFCA may require a QFC Entity to take one or both of the following actions:
            (i) obtain, maintain and disclose Required Information about any legal person or arrangement that is an intermediate holding vehicle through which a Beneficial Owner exercises control over a QFC Entity; or
            (ii) submit supporting documentation that demonstrates to the satisfaction of the QFCA how the QFC Entity has ensured the accuracy of the Required Information.
            Inserted (as from 25th June 2019)
            Amended (as from 6th July 2021).

          • General Rule 8A.7 Nominee Directors and Nominee Shareholders

            (A) A Nominee Director or Nominee Shareholder must:
            (i) inform each QFC Entity for which it acts as nominee of the fact that it is a Nominee Director or Nominee Shareholder (as the case may be); and
            (ii) provide that QFC Entity with the Nominee Particulars of each person for whom the Nominee Director or Nominee Shareholder (as the case may be) is a nominee.
            (B) Where a Nominee Director or Nominee Shareholder acts on behalf of a legal person or legal arrangement, the QFC Entity must identify the natural persons qualifying as the Beneficial Owners of such legal person or legal arrangement, for whom the Nominee Director or Nominee Shareholder acts, unless the Beneficial Owner falls within a class of Persons mentioned in Rule 8A.15(A).
            (C) A QFC Entity which has one or more Nominee Directors or Nominee Shareholders must establish, maintain and hold a Register of Nominees containing the Nominee Particulars in relation to each person on whose behalf, a Nominee Director or Nominee Shareholder (as the case may be) acts.
            (D) The Nominee Particulars are as follows:
            (i) for a natural person, the information listed at 8A.6(A)(i)(a) – (e);
            (ii) for a legal person, the information listed at 8A.6(A)(ii)(a) – (d);
            (iii) if relevant, the date on which the Nominee Director became a director of the QFC Entity;
            (iv) if applicable, the date on which the Nominee Director ceased to be a director of the QFC Entity;
            (v) if relevant, the date on which the Nominee Shareholder became a shareholder of the QFC Entity; and
            (vi) if applicable, the date on which the Nominee Shareholder ceased to be a shareholder of the QFC Entity.
            Amended (as from 3rd February 2020).

          • General Rule 8A.8 Accuracy of Nominee Particulars

            (A) A QFC Entity must ensure that the Nominee Particulars in its Register of Nominees are, to the best of its knowledge, true, accurate and up-to-date.
            (B) In the event that a QFC Entity becomes aware of any change to its Nominee Directors or Nominee Shareholders, or to the Nominee Particulars of any of its Nominee Directors or Nominee Shareholders, the QFC Entity must within 30 days of becoming aware of any change:
            (i) obtain adequate supporting documentation from each relevant Nominee Director or Nominee Shareholder (as the case may be) evidencing the change, or otherwise verify the accuracy of the change; and
            (ii) update its Register of Nominees to reflect the change.
            Amended (as from 3rd February 2020).

          • General Rule 8A.9 Obligation to Provide Information to the CRO

            (A) An Applicant for incorporation or registration within the QFC must submit information relating to each of its proposed (i) Beneficial Owners, and (ii) if relevant, Nominee Directors or Nominee Shareholders, with its application.
            (B) A QFC Entity must submit a report on its Beneficial Owners to the CRO setting out the Required Information and the Nominee Particulars (if any) within 90 days of enactment of these Rules.
            (C) Without prejudice to Rule 8A.9(B), a QFC Entity must submit an annual report on its Ultimate Beneficial Owners to the CRO setting out the Required Information and the Nominee Particulars (if any), within 30 days from 1 June of each year.
            Amended (as from 3rd February 2020).
            Amended (as from 6th July 2021).

          • General Rule 8A.10 Accuracy of Required Information

            (A) A QFC Entity must ensure that the Required Information maintained in its Register of Beneficial Owners is, to the best of its knowledge, true, accurate and up-to-date.
            (B) A QFC Entity must, within 30 days of any change to a Beneficial Owner, or to the Required Information of any Beneficial Owner:
            (i) obtain from each relevant Beneficial Owner adequate supporting documentation evidencing the change, or otherwise verify the accuracy of the change; and
            (ii) update its Register of Beneficial Owners to reflect the change.
            Inserted (as from 25th June 2019)

          • General Rule 8A.11 Confidentiality and Security of Beneficial Owner Information and Nominee Particulars

            (A) A QFC Entity must ensure that its Register of Beneficial Owners and if relevant, its Register of Nominees, are maintained in a manner that protects the security and confidentiality of information.
            (B) A QFC Entity must not disclose its Register of Beneficial Owners or any Required Information (and if relevant, its Register of Nominees and the Nominee Particulars), to any Person except if:
            (i) the disclosure is permitted or required by law, regulation or rules applicable in the QFC (including the AML/CFT Rules), or the State of Qatar; or
            (ii) the relevant Beneficial Owner, Nominee Director, or Nominee Shareholder, has given permission for the disclosure.
            Amended (as from 3rd February 2020).

          • General Rule 8A.12 The QFCA may Obtain Documents and Information in Relation to Beneficial Owners, Nominee Directors and Nominee Shareholders

            (A) In relation to the Beneficial Owners, Nominee Directors or Nominee Shareholders of a QFC Entity, the QFCA may by notice require a Person to produce:
            (i) specified information or information of a specified description; or
            (ii) specified documents or documents of a specified description,
            within a period and in the form and manner that the QFCA reasonably requires.
            (B) The QFCA may obtain any information from and enforce any obligations of QFC Entities by virtue of its powers under the QFC Law, the QFC Authority Regulations and the QFCA Rules, including in relation to:
            (i) the determination of Beneficial Owners by QFC Entities and the disclosure of Required Information;
            (ii) the determination of Nominee Directors or Nominee Shareholders by QFC Entities and the disclosure of the Nominee Particulars; or
            (iii) any other information sought by the QFCA from QFC Entities in relation to a QFC Entity's Beneficial Owners, Nominee Directors or Nominee Shareholders.
            (C) The QFCA may enter the premises of a QFC Entity at any time during Ordinary Business Hours for the purpose of inspecting and copying information relating to:
            (iii) Beneficial Owners, and the Register of Beneficial Owners; and
            (iv) Nominee Directors or Nominee Shareholders, and the Register of Nominees;
            or related documents stored in any form.
            Amended (as from 3rd February 2020).
            Amended (as from 6th July 2021).

          • General Rule 8A.13 Right to Disclose Information Relating to Beneficial Owners, Nominee Directors or Nominee Shareholders by the QFCA

            (A) The QFCA will not disclose details of Beneficial Owners, Nominee Directors or Nominee Shareholders except if there is:
            (i) a statutory obligation to disclose the information; or
            (ii) an order of the QFC Court to disclose the information,
            and the QFCA will do so on the terms as it considers appropriate.
            (B) In the case of a QFC Entity that has been wound up, dissolved, terminated, struck off or otherwise ceases to exist, the CRO shall retain details of Beneficial Owners, Nominee Directors or Nominee Shareholders submitted pursuant to this Rule 8A for a period of 10 years from its winding up, dissolution, termination, striking off or otherwise ceasing to exist.
            Amended (as from 3rd February 2020).

          • General Rule 8A.14 Contraventions

            A contravention of this Rule 8A is taken to be a contravention of a Relevant Requirement for the purposes of the CER Rules.

            Inserted (as from 25th June 2019)

          • General Rule 8A.15 Exemptions

            (A) If a QFC Entity is:
            (i) a company whose securities are traded on a regulated market that the QFCA considers, to be subject to adequate requirements in relation to the transparency of ownership information;
            (ii) an entity regulated by a financial services regulator recognised by the QFCA as applying equivalent standards of regulation as those applicable in the QFC;
            (iii) an entity ultimately owned by a government or government agency or authority, of the State of Qatar, or other jurisdiction that the QFCA determines from time to time; or
            (iv) established under a law of the State of Qatar to perform governmental functions,

            that QFC Entity is exempt from the requirements of Rule 8A.2 to 8A.14. The QFC Entity must notify the QFCA of the category within which the Beneficial Owner falls under Rule 8A.15(A)(i) – (iv) and provide such other information and documents as the QFCA may reasonably require.
            (B) If a Beneficial Owner of a QFC Entity falls within a class of Persons mentioned in Rule 8A.15(A)(i) – (iv), the QFC Entity will not be required to make any further inquiry as to its beneficial ownership. The QFC Entity must record the following Required Information relating to the Beneficial Owner on its Register of Beneficial Owners:
            (i) full legal name;
            (ii) registered address;
            (iii) the category within which the Beneficial Owner falls under Rule 8A.15(A);
            (iv) if the Beneficial Owner:
            (a) has its securities traded on a market referred to in Rule 8A.15(A)(i), then the name of the market;
            (b) is regulated by a financial services regulator referred to in Rule 8A.15(ii), then the name of the regulator;
            (c) is ultimately owned by a government or government agency or authority referred to in Rule 8A.15(A)(iii), then the name of the government, agency or authority and the jurisdiction in which it is established; or
            (d) is established under a law of the State of Qatar to perform governmental functions referred to in Rule 8A.15(iv), then the name of the law.
            Inserted (as from 25th June 2019)
            Amended (as from 6th July 2021).

          • General Rule 8A.16 Issuance of Guidance on Beneficial Owner Information and Nominee Particulars by the QFCA

            The QFCA may, subject to these Rules, issue guidance, policy statements, forms, procedures, and any other documents or instructions that it considers necessary in relation to:

            (A) the determination of Required Information or Nominee Particulars and their content, form and substance;
            (B) the manner and form in which QFC Entities must maintain and submit to the QFCA their Register of Beneficial Owners or their Register of Nominees, as the case may be;
            (C) what constitutes Required Information or Nominee Particulars;
            (D) the definition of a Beneficial Owner, Nominee Director or Nominee Shareholder;
            (E) the manner and form in which the Register of Beneficial Owners or the Register of Nominees is obtained by the QFCA; and
            (F) any other matter relating to the determination and disclosure of Beneficial Owners, Nominee Directors or Nominee Shareholders, as the case may be, of QFC Entities subject to the limitations of its authority as set out in the QFC Law, the QFCA Regulations and the QFCA Rules.
            Amended (as from 3rd February 2020).

          • General Rule 8A.17 Record Keeping

            A QFC Entity must maintain the following information for a period of ten (10) years from the date that the QFC Entity is dissolved, wound up, terminated, struck off or otherwise ceases to exist:

            (A) basic ownership information relating to the QFC Entity (including the name of each shareholder, the number of shares owned by each shareholder, the classes of shares and the nature of voting rights associated with the shares);
            (B) the Required Information relating to its Beneficial Owners and Register of Beneficial Owners; and
            (C) where relevant, the Nominee Particulars relating to its Nominee Directors or Nominee Shareholders (as the case may be) and Register of Nominees.
            Inserted (as from 3rd February 2020).

        • General Rule 9. General Rule 9. Accounting and Auditing

          • General Rule 9.1 Application

            This General Rule 9 applies to a Licensed Firm.

            Amended (as from 23rd September 2014)

          • General Rule 9.2 General Rule 9.2 Accounting Records

            • General Rule 9.2.1

              A Licensed Firm must keep accounting records with respect to all sums of money received and expended by the Licensed Firm and all sales and purchases of goods and services and other transactions by the Licensed Firm and the assets and liabilities of the Licensed Firm. Such accounting records must be sufficient to show and explain all transactions by the Licensed Firm and must be such to:

              (A) disclose with reasonable accuracy the financial position of the Licensed Firm at any time;
              (B) enable the Licensed Firm to ensure that any accounts prepared by the Licensed Firm comply with the requirements in these Rules; and
              (C) record the financial position of the Licensed Firm as at its financial year end.

            • General Rule 9.2.2

              A Licensed Firm must maintain the accounting records, financial accounts and statements and auditors reports required under the Companies Regulations, the Limited Liability Partnership Regulations, any other applicable Regulations and this chapter for at least six (6) years from the date to which they relate.

          • General Rule 9.3 Accounting Standards

            A Licensed Firm must prepare and maintain all financial accounts and statements in accordance with IFRS, US GAAP, UK GAAP or such other principles or standards approved in writing by the QFCA.

          • General Rule 9.4 General Rule 9.4 Financial Accounts and Statements

            • General Rule 9.4.1

              Within four months of the end of the financial year, a Licensed Firm must:

              (A) have its accounts and financial statements examined and reported upon by the Licensed Firm's auditor in accordance with the requirements of the Companies Regulations or Limited Liability Partnership Regulations, any other applicable Regulations and these Rules; and
              (B) file a copy of the financial statements and auditor's report with the CRO.

          • General Rule 9.5 General Rule 9.5 Auditor's Report

            • General Rule 9.5.1

              A Licensed Firm must in addition to the requirements contained in the Companies Regulations, the Limited Liability Partnership Regulations, and other applicable Regulations ensure that its auditor:

              (A) conducts an audit of the Licensed Firm's accounts and financial statements in accordance with the requirements of the relevant standards published by the International Auditing and Assurance Standards Board (IAASB) or other standards deemed acceptable by the QFCA;
              (B) produces a report on the audited accounts and financial statements which states:
              (i) whether, in the auditor's opinion, the accounts have been properly prepared in accordance with the requirements imposed by Regulations or these Rules;
              (ii) in particular, whether the accounts give a true and fair view of the financial position of the Licensed Firm for the financial year and of the state of the Licensed Firm's affairs at its financial year end; and
              (iii) any other matter or opinion relating to the requirements of Regulations or these Rules;
              (C) produce an auditors report which states whether:
              (i) the auditor has audited the Licensed Firm's annual financial statements in accordance with the IAASB or other standards deemed acceptable by the QFCA;
              (ii) the auditor has carried out any other procedures considered necessary, having regard to the IAASB or other standards deemed acceptable by the QFCA;
              (iii) the auditor has received all necessary information and explanations for the purposes of preparing this report to the QFCA; and
              (iv) in the auditor's opinion, the Licensed Firm has kept proper accounting records, in compliance with the applicable Rules;
              (D) produces, if the Licensed Firm controls or holds Client Money, a report which states whether, in the opinion of the Auditor:
              (i) the Licensed Firm has maintained throughout the year systems and controls to enable it to comply with the relevant provisions of the LFAR;
              (ii) the Licensed Firm's controls are such as to ensure that Client Money is identifiable and secure at all times;
              (iii) any of the requirements of LFAR have not been met;
              (iv) if applicable, Client Money that has been segregated in accordance with the LFAR;
              (v) if applicable, the Licensed Firm was holding and controlling an appropriate amount of Client Money in accordance with LFAR as at the date on which the Licensed Firm's audited balance sheet was prepared; and
              (vi) if applicable, there have been any material discrepancies in the reconciliation of Client Money.

        • General Rule 10. General Rule 10. Fees

          • General Rule 10.1 Application

            Except as set forth in General Rule 10.7, this General Rule 10 applies only to a Licensed Firm.

            Amended (as from 23rd September 2014)

          • General Rule 10.2 General Rule 10.2 General Provisions

            • General Rule 10.2.1

              Where a fee is payable for any Application to the QFCA, the Application may not be regarded as submitted until the fee has been paid in full.

            • General Rule 10.2.2

              Where an annual fee or supplementary fee in relation to ongoing supervision is due from a Licensed Firm under a provision of these Rules, it must be paid by the date upon which it falls due. Should a Licensed Firm fail to pay by the due date then, without limiting the right of the QFCA to take any other action, the sum due will be increased by 1% for each calendar month, or part of a calendar month, that it remains outstanding beyond the due date.

            • General Rule 10.2.3

              The QFCA may reduce, waive or refund all or part of any fee if, having considered the exceptional circumstances of a particular case, it deems it would be equitable to do so.

          • General Rule 10.3 General Rule 10.3 Supplementary Fees

            • General Rule 10.3.1

              (A) The QFCA may require a Licensed Firm or Applicant to pay a supplementary fee to the QFCA in circumstances where it has or reasonably expects to incur substantial additional costs in dealing with an Application or conducting ongoing supervision.
              (B) In such cases the QFCA will notify the Applicant as soon as reasonably practicable of the amount of the supplementary fee.

          • General Rule 10.4 General Rule 10.4 Application Fees

            • General Rule 10.4.1

              An Applicant seeking to conduct Non-Regulated Activities in or from the QFC and a Licensed Firm applying for a licence to conduct additional Non-Regulated Activities must pay to the QFCA:

              (A) the Application fees specified in Schedule 4; and
              (B) any supplementary fee required by the QFCA.

            • General Rule 10.4.2

              Any Application and supplementary fees paid, whether in respect of an Applicant or Licensed Firm, are non-refundable, regardless of whether the Application is successful or not.

          • General Rule 10.5 General Rule 10.5 Annual Fees

            • General Rule 10.5.1

              A Licensed Firm must pay to the QFCA:

              (A) the annual fee specified in Schedule 4; and
              (B) any supplementary fee required by the QFCA.

            • General Rule 10.5.2

              (A) The initial annual fee (pro-rated) must be paid in full to the QFCA within twenty one (21) days of the date of grant of a Licence.
              (B) Subsequent annual fees must be paid in full to the QFCA on or before 1 January of every calendar year.
              Amended (as from 23rd September 2014)

          • General Rule 10.6 Fees for Extracts of Information from the Registers of Public Information

            Persons seeking extracts of information in accordance with General Rule 3.6 maintained in the public registers by the QFCA in relation to a Licensed Firm and Persons conducting Registered Functions must, upon application pay the fee prescribed in Schedule 4.

          • General Rule 10.7 Miscellaneous Fees

            The QFCA may also charge fees as specified in Schedule 4 or otherwise by notice for various services requested by Licensed or Authorised Firms not mandated by any Relevant Requirement but are otherwise consistent with the QFCA's Objectives.

        • General Rule 11. General Rule 11. Registered Functions

          • General Rule 11.1 Application

            This General Rule 11 applies to a Licensed Firm.

            Amended (as from 23rd September 2014)

          • General Rule 11.2 General Rule 11.2 Description of Registered Functions

            Amended (as from 23rd September 2014)

            • General Rule 11.2.1

              Subject to General Rule 11.3, Licensed Firms must have one individual registered to carry out the following functions:

              (A) a Senior Executive Function;
              (B) if applicable, the MLRO and in compliance with the requirements of the AML/CFT Law and the AML/CFT Rules under the supervision of the Regulatory Authority; and
              (C) if applicable, the Designated Representative Function and in compliance with the requirements of the Single Family Office Regulations.
              Amended (as from 25th June 2019)

            • General Rule 11.2.2

              If more than one individual is appointed to perform the Registered Functions listed in General Rule 11.2.1 (A) and (B), the Licensed Firm must ensure that the allocation of responsibility clearly avoids duplication or omission.

              Inserted (as from 23rd September 2014)

          • General Rule 11.3 General Rule 11.3 Senior Executive Function

            Inserted (as from 23rd September 2014)

            • General Rule 11.3.1 Senior Executive Function

              The Senior Executive Function is the function of having overall responsibility alone or jointly with one or more individuals:

              (A) for the conduct of the whole of the business of a Licensed Firm; or
              (B) in the case of a Non-Local Licensed Firm for the business of the Licensed Firm carried out in or from the QFC.
              Amended (as from 23rd September 2014)

            • General Rule 11.3.2

              The Senior Executive Function must be carried out by an individual who:

              (A) in the case of a Local Licensed Firm is ordinarily resident in the State of Qatar; and
              (B) in the case of a Non-Local Licensed Firm, spends an appropriate proportion of his time in the State of Qatar having regard to responsibilities that the Senior Executive Function entails.
              Amended (as from 25th June 2019)

            • General Rule 11.3.3

              A Single Family Office is not required to have an individual carrying out the Senior Executive Function.

              Amended (as from 23rd September 2014)

          • General Rule 11.3 Additional Requirements for Registered Functions [Deleted]

            Deleted (as from 23rd September 2014)

          • General Rule 11.4 General Rule 11.4 Additional Registered Function

            Amended (as from 23rd September 2014)

            • General Rule 11.4.1

              The MLRO Function is required for a Licensed Firm that is a designated non-financial business or profession (within the meaning of the AML/CFT Rules).

              Amended (as from 23rd September 2014)

            • General Rule 11.4.2

              The Designated Representative Function is required for a Licensed Firm that is a Single Family Office within the meaning of the Single Family Office Regulations.

              Amended (as from 23rd September 2014)

        • General Rule 12. General Rule 12. Notification of Registered Functions

          • General Rule 12.1 Application

            This General Rule 11 applies to a Licensed Firm.

            Amended (as from 23rd September 2014)

          • General Rule 12.2 General Rule 12.2 Notification of an Individual Conducting Registered Functions

            • General Rule 12.2.1

              A Licensed Firm shall provide details to the QFCA of each person that shall conduct a Registered Function on behalf of the Licensed Firm, in writing on the relevant QFC form, Signed by the individual who will be performing the Registered Function and an individual authorised to sign on behalf of the Licensed Firm.

              Amended (as from 23rd September 2014)

            • General Rule 12.2.2

              For the purposes of General Rule 12.2.1 a Licensed Firm includes an Applicant for Licensed Firm status.

              Amended (as from 23rd September 2014)

            • General Rule 12.2.3

              The Licensed Firm shall promptly inform the QFCA in writing of any change in the status or identity of an individual conducting a Registered Function. The notice must include any other matters required by the relevant QFC Form. This does not relieve the Licensed Firm from providing any required notice under the AML/CFT Law and the AML/CFT Rules to the Regulatory Authority.

              Inserted (as from 23rd September 2014)

          • General Rule 12.3 Consideration of Registered Function Notices

            The QFCA shall advise of any objections to the Registered Function Notice or conditions to the acceptance of the Registered Function Notice no later than thirty (30) days following the date of delivery of a complete Registered Function Notice to the QFCA. If the QFCA does not send any objections or notice of conditions in writing to the Licensed Firm within thirty (30) days following such date the Registered Function Notice shall be deemed to have been accepted unconditionally by the QFCA. If the QFCA does advise the Licensed Firm of any objections or conditions of acceptance then it may call for such further information from the Licensed Firm and such other parties as it considers necessary or appropriate, and shall make a final determination within thirty (30) days of receipt of such information.

            Inserted (as from 23rd September 2014)

        • General Rule 13. General Rule 13. Fitness and Propriety

          • General Rule 13.1 Application

            This General Rule 13 applies to a Licensed Firm.

            Amended (as from 23rd September 2014)

          • General Rule 13.2 General Rule 13.2 Licensed Firm's Assessment of Individuals

            • General Rule 13.2.1

              Before registering an individual as conducting a Registered Function with the QFCA, a Licensed Firm must make reasonable enquiries as to an individual's fitness and propriety to carry out a Registered Function. When making an assessment of an individual to determine the fitness and propriety of the individual, a Licensed Firm should have regard to the individual's:

              (A) honesty, integrity and reputation;
              (B) competence and capability; and
              (C) financial soundness.

            • General Rule 13.2.2

              A Licensed Firm must not register an individual to conduct a Registered Function if it has reasonable grounds to believe that the individual is not fit and proper to carry out the Registered Function.

        • General Rule 14. General Rule 14. Competence, Training and Supervision

          • General Rule 14.1 Application

            This General Rule 14 applies to a Licensed Firm.

            Amended (as from 23rd September 2014)

          • General Rule 14.2 General Rule 14.2 Suitability and Competence

            • General Rule 14.2.1

              A Licensed Firm should carry out appropriate investigations as to skill, experience, background and qualifications of that individual having regard to the nature and complexity of the relevant Registered Function in the context of the Non-Regulated Activities carried on by the Licensed Firm.

            • General Rule 14.2.2

              A Licensed Firm may not assess an individual as competent to perform the Money Laundering Reporting Function unless it is satisfied that the individual has adequate knowledge of the AML Regulations and AML Rules.

            • General Rule 14.2.3

              A Licensed Firm may not assess an individual as competent to perform the Money Laundering and Terrorist Financing Reporting Function unless it is satisfied that the individual has adequate knowledge of the AML/CFT Law and the AML/CFT Rules.

              Amended by QFC Rules 2011-1 (as from 3rd October 2011)

          • General Rule 14.3 Training and Supervision

            A Licensed Firm must implement appropriate procedures to ensure that an individual it has assessed as competent is and remains competent taking into account the functions they perform and any changes to the products and services offered by the Licensed Firm and the types of Client with which the Licensed Firm deals.

        • General Rule 15. General Rule 15. Performance of Registered Functions

          • General Rule 15.1 Application

            This General Rule 15 applies to a Licensed Firm.

            Amended (as from 23rd September 2014)

          • General Rule 15.2 General Rule 15.2 Multiple Appointments

            • General Rule 15.2.1

              An individual may carry on Registered Functions for more than one Licensed Firm provided that:

              (A) each such Licensed Firm confirms to the QFCA:
              (i) that it is aware of the Registered Functions which that individual carries out for any other Licensed Firm;
              (ii) that it is satisfied that no conflict of interest will arise from the performance by that individual of those Registered Functions for such other Licensed Firm; and
              (B) the QFCA is satisfied that no such conflicts of interest will arise.
              Amended (as from 23rd September 2014)

            • General Rule 15.2.2

              An individual may carry on more than one Registered Function for a Licensed Firm provided that the Licensed Firm is satisfied that the performance of such Registered Functions does not give rise to any internal or external conflicts of interest and is appropriate having regard to the nature, scale and complexity of the business carried on by that Licensed Firm.

        • General Rule 16. General Rule 16. Professional Services

          Amended (as from 23rd September 2014)

          • General Rule 16.1 Application

            This General Rule 16 applies to a Licensed Firm that is conducting or intends to conduct the Professional Services below in or from the QFC.

            Amended (as from 23rd September 2014)

          • General Rule 16.2 General Rule 16.2 Definition

            • General Rule 16.2.1

              An activity constitutes Professional Services under these QFCA Rules where it is an activity specified in General Rule 16.2.2 and such activity is carried on by way of business in the manner described in General Rule 16.2.4.

              Amended (as from 23rd September 2014)

            • General Rule 16.2.2

              The activities for the purposes of General Rule 16.2.1 are:

              (A) providing Legal Services;
              (B) providing Accountancy Services;
              (C) providing Tax Services;
              (D) providing Ship Broking and Agency Services;
              (E) providing Credit Rating Services; and
              (F) providing Classification Services
              Amended (as from 23rd September 2014)

            • General Rule 16.2.3

              Each kind of activity specified in General Rule 16.2.2:

              (A) is to be construed in the manner provided under these Rules; and
              (B) is subject to rules and exclusions under these Rules which may apply to such an activity.

            • General Rule 16.2.4

              A Licensed Firm carries on an activity specified in General Rule 16.2.2 by way of business only if it carries on that activity from a permanent place of business maintained by it in the QFC and engages in that activity in a manner which constitutes the carrying on of a business by it.

              Amended (as from 23rd September 2014)

            • General Rule 16.2.5

              An individual does not carry on an activity specified in General Rule 16.2.2 by way of business if he or she carries on that activity solely as an employee or partner who is employed or appointed under a contract of service or partnership contract by a Licensed Firm.

            • General Rule 16.2.6

              A Person does not carry on an activity specified in General Rule 16.2.2 by way of business if that Person is a Body Corporate and carries on the activity solely as principal with or for other Bodies Corporate:

              (A) which are within the same Group; or
              (B) which are or propose to become participators in a joint enterprise and the transaction is entered into for the purposes of or in connection with that enterprise.

            • General Rule 16.2.7

              A person does not carry on an activity specified in General Rule 16.2.2 by way of business if such a person is an agency or other body created by or under the QFC or employed by the QFCA or QFC Regulatory Authority to the extent that it exercises a power to perform a function relating to the governance or regulation of the QFC.

          • General Rule 16.3 General Rule 16.3 Definitions of Professional Services

            Amended (as from 23rd September 2014)

            • General Rule 16.3.1 Providing Legal Services

              In General Rule 16.2.2, providing Legal Services means the application of legal principles or judgment with regard to the circumstances of another Person, including but not limited to:

              (A) giving legal advice or counsel to such a Person as to his legal rights or the legal rights or responsibilities of others;
              (B) giving legal advice or counsel to such a Person in relation to any QFC Law, or any Regulations or Rules issued thereunder or the laws of any other jurisdiction;
              (C) drafting or completion of legal documents or agreements which affect such a Person's legal rights;
              (D) representation of such a person in court proceedings or in an administrative adjudicative procedure in which legal pleadings are filed or a record is established as the basis for judicial review; or
              (E) negotiation of legal rights or responsibilities on behalf of such a Person; but excluding acting as a lay representative authorised by an administrative agency or tribunal, serving as a judge, mediator, arbitrator, conciliator or facilitator; and participation in employment negotiations, arbitrations or conciliations.

            • General Rule 16.3.2 Providing Accountancy Services

              In General Rule 16.2.2 providing Accountancy Services means the application of accounting principles or judgment with regard to the circumstances of another Person, including but not limited to the following:

              (A) performing audit, examination, verification, investigation, certification, presentation or review of financial transactions and accounting records for such a Person;
              (B) preparing or certifying reports on audits or examinations of books or records of account, balance sheets, and other financial, accounting and related documents for such a Person; or
              (C) advising such a Person on matters relating to accounting procedure and the recording, presentation or certification of financial information or data, including financial information or data required, including by legislation applicable in the QFC.

            • General Rule 16.3.3 Providing Tax Services

              In General Rule 16.2.2 providing Tax Services means the provision of advice regarding taxation within the QFC, and taxation in one or more international jurisdictions and includes without limitation the tax implications in any jurisdiction of any Permitted Activity undertaken by an Authorised Firm or a Licensed Firm.

              Amended (as from 23rd September 2014)

            • General Rule 16.3.4 Providing Ship Broking and Agency Services

              In General Rule 16.2.2 providing Ship Broking and Agency Services means acting as an international shipbroker and/or shipping agent, including acting as intermediaries between ship owners and cargo interests or trading on their own account.

            • General Rule 16.3.5 Providing Credit Rating Services

              In General Rule 16.2.2 providing Credit Rating Services means the assessment and provision of credit ratings and related financial information services in relation to Persons whether located in the QFC or outside the QFC.

            • General Rule 16.3.6 Providing Classification Services

              In General Rule 16.2.2 providing Classification Services means providing services for classification of vessels.

          • General Rule 16.4 General Rule 16.4 Application

            • General Rule 16.4.1

              An Applicant seeking a Licence to provide Professional Services must apply to the QFCA to provide such services in or from the QFC by completing QFC Form Q01 as well as any other documentation required for an Applicant. An Applicant wishing to provide Professional Services must provide detailed information relating to all relevant criteria for the relevant Professional Service as set out in Schedule 5 to these General Rules.

              Amended (as from 23rd September 2014)

            • General Rule 16.4.2

              An Applicant seeking to provide Professional Services must be a body corporate or a partnership. The Licensed Firm can be established as a Limited Liability Company, a Limited Liability Partnership, a Branch or as permitted by other Regulations within the QFC.

              Amended (as from 23rd September 2014)

            • General Rule 16.4.3

              When considering an Application for registration to provide Professional Services, the QFCA will consider an Applicant's responses to the requirements set out in Schedule 5 for a particular Professional Service.

              Amended (as from 23rd September 2014)

            • General Rule 16.4.4

              The QFCA shall have discretion whether to recognise any regulatory body or professional body to which an Applicant is a member (a "Recognised Professional Body") and any rules of conduct or code of conduct to which the Applicant may subscribe ("Recognised Conduct Rules"). The QFCA may also consider any matter that may harm or may have harmed the integrity or the reputation of the QFC or the QFCA.

            • General Rule 16.4.5

              The QFCA may from time to time, if it considers it expedient, publish lists of Recognised Professional Bodies or Recognised Conduct Rules. An Applicant's membership of a Recognised Professional Body or compliance with Recognised Conduct Rules shall not mean that the QFCA shall or must provide the Applicant with a Licence to operate in or from the QFC.

              Amended (as from 23rd September 2014)

            • General Rule 16.4.6

              Following consideration of an Application, and any supporting information that the QFCA may request, the QFCA may in its discretion grant a Licence to an Applicant to conduct Professional Services in or from the QFC. The QFCA may place as a condition of the grant of a Licence to a Licensed Firm, amongst any other conditions as the QFCA may consider necessary, the continued membership and good standing of the Licensed Firm with the Recognised Professional Body to which it or its affiliate is a member and/or the continued compliance of the Licensed Firm with particular Recognised Conduct Rules or such other rules as the QFCA may consider necessary, provided that any such conditions shall be set out in the relevant Licence.

              Amended (as from 23rd September 2014)

          • General Rule 16.5 General Rule 16.5 On-going duties

            Amended (as from 23rd September 2014)

            • General Rule 16.5.1

              Without prejudice to the general operating requirements under the QFCA Rules, and other Rules and Regulations of the QFC applicable to a Licensed Firm, a Licensed Firm conducting Professional Services shall follow any Recognised Conduct Rules applicable to it and any other requirements of the Recognised Professional Body to which it or its affiliate is a member, as may be required by the QFCA when granting a Licence pursuant to General Rule 16.4.6.

              Amended (as from 23rd September 2014)

            • General Rule 16.5.2

              Licensed Firms providing Professional Services in or from the QFC shall keep a record of all employees and, where applicable, partners operating in or from the QFC that are registered or certified by any Recognised Professional Body, and shall provide to the QFCA a list of all such employees and partners as amended from time to time.

              Amended (as from 23rd September 2014)

            • General Rule 16.5.3

              The Licensed Firm shall ensure that all employees and partners or other offices of the Licensed Firm shall comply with any training requirements of the Recognised Professional Body, including any requirements for continuing professional education, and shall maintain any registration or authorisation by the Recognised Professional Body. The QFCA may in its own discretion waive a requirement for an individual employed by a Licensed Firm who provides Professional Services to be registered or authorised by a Recognised Professional Body.

              Amended (as from 23rd September 2014)

            • General Rule 16.5.4

              The Applicant or a Licensed Firm must inform the QFCA in writing as soon as it becomes aware of any change in the information provided pursuant to General Rule 16.4.1, or of any investigation of the activities or employees or officers of the Licensed Firm or any of its affiliates, whether based in Qatar or outside Qatar, by any regulatory body or professional body to which either the Licensed Firm or any of its affiliates is responsible or is a member. The Licensed Firm will cooperate with the QFCA and provide further information to the QFCA including any revised rules of professional conduct or code of conduct to which the Licensed Firm complies.

          • General Rule 16.6 Withdrawal of Licence

            Without prejudice to any other Rules and Regulations of the QFC, if a Licensed Firm loses its membership of a Recognised Professional Body the QFCA may suspend or withdraw the Licensed Firm's Licence. If a Licensed Firm is the subject of an investigation by a Recognised Professional Body, the QFCA may provide any information it holds regarding the Licensed Firm to the Recognised Professional Body or its advisers.

            Amended (as from 23rd September 2014)

        • Schedule 1 — Principles

          1. Principles of Conduct
          1.1 Principles 3, 4 and 5 also take into account any activities of other members of a Licensed Firm's Group where those activities impact or potentially impact the Licensed Firm's compliance with these Principles.
          1.2 References in the Principles to Clients include references to potential Clients.
          1.3 The Principles

          Principle 1

          Integrity
          A Licensed Firm should observe high standards of integrity in the conduct of its business.
          Principle 2

          Skill, Care and Diligence
          A Licensed Firm should act with due skill, care and diligence in the conduct of its business.
          Principle 3

          Management
          A Licensed Firm should ensure that its affairs are managed effectively by its senior management.
          Principle 4

          Systems and Controls
          A Licensed Firm should have effective systems and controls including risk management systems and adequate human and technological resources.
          Principle 5

          Financial Prudence
          A Licensed Firm should maintain adequate financial resources.
          Principle 6

          Market Conduct
          A Licensed Firm should observe proper standards of market conduct.
          Principle 7

          Clients' Interests
          A Licensed Firm should have due regard to its Clients' interests and treat them fairly.
          Principle 8

          Communications with Clients
          A Licensed Firm should pay due regard to the information needs of its Clients and communicate information to them in a way which is clear, fair and not misleading.
          Principle 9

          Conflicts of Interest
          A Licensed Firm should manage conflicts of interest fairly, both between itself and its Client, and between a Client and another Client, and must organise its affairs such that conflicts can be identified.
          Principle 10

          Relationship of Trust
          A Licensed Firm should discharge faithfully a responsibility of trust toward a Client, including, taking reasonable care to ensure the suitability of its advice and discretionary decisions for any Client who is entitled to rely upon its judgment.
          Principle 11

          Client Assets
          A Licensed Firm should arrange adequate protection for Clients' assets when it is responsible for them in accordance with the responsibility it has accepted.
          Principle 12

          Confidentiality
          A Licensed Firm should ensure that information of a confidential nature received in the course of dealings with its Clients is treated in an appropriate manner.
          Principle 13

          Relations with the QFCA
          A Licensed Firm should deal with all relevant rules and regulations in an open and cooperative manner and keep the QFCA promptly informed of anything relating to the Licensed Firm, of which the QFCA would reasonably expect notice.

        • Schedule 2 — Reporting Table

          Reporting Table

          1. Guidance
          1.1. The aim of the Reporting Table is to provide a Licensed Firm with an overview of the relevant periodic reporting requirements throughout the Rules.
          1.2. The table is not a complete statement of all requirements and should not be relied upon as such.

          REFERENCE REPORT FREQUENCY DUE DATE FIRM
          General Rule 9.4 Financial Statements and Auditors Annual Report Annually Within four (4) months of the end of its financial year Licensed Firm
          General Rule 9.5.1(D) Client Money Auditors Report Annually Within four (4) months of the end of its financial year Licensed Firm that holds Client Money
          Amended (as from 23rd September 2014)

        • Schedule 3 — Record Keeping Requirements

          1. Record Keeping Table
          1.1. General Rules
          Subject of record When Retention Period
          Accounting records, financial accounts and statements and auditor reports On making the record Six (6) years from the date to which they relate
          Auditors qualification and approval On appointment of the auditor Six (6) years following the cessation of appointment of the auditor
          Basic ownership information, Required Information on Beneficial Owners, Register of Beneficial Owners, Nominee Particulars on Nominee Directors or Nominee Shareholders and Register of Nominees (if any) From the date of winding up, dissolution, termination or striking off Ten (10) years

          1.2. Individuals
          Subject of record When Retention Period
          Suitability and competence of individual to conduct Registered Functions When assessing suitability and competence Six (6) years after the individual ceases to perform the relevant Registered Function
          Assessment of competency When assessing competency Six (6) years from the date on which the steps were taken

          1.3. COB Rules
          Subject of record When Retention Period
          Any complaint received pursuant to COB Rule 6.2 On receiving complaint Six (6) years after date of complaint

          Amended (as from 3rd February 2020).

        • Schedule 4 — Fees

          1. Application Fees

          An Applicant seeking a Licence to conduct Non-Regulated Activities must pay the fees as follows, and as may be amended by the QFCA from time to time:

          Non-regulated Activity (USD or equivalent in QAR)
          Ship broking and shipping agents 5000
          Classification services, investment grading and other grading services 5000
          Company headquarters, management offices and treasury operations 5000
          Professional services including legal, accounting and consulting 5000
          Holding companies 5000
          Formation, operation and administration of trusts 5000
          Formation, operation and administration of companies 5000
          Special Purpose Companies 5000
          Single Family Offices 5000

          No separate fee is payable for registration with the CRO.
          2. Annual Fees

          2.1 Initial Annual Fee
          (1) A Licensed Firm must pay to the QFCA an initial annual fee for the initial period after the grant of Licensed Firm status.
          (2) The initial annual fee is calculated as the standard annual fee pro-rated over the whole months remaining between the date of the grant of the Licence and the end of the calendar year.
          2.2 Subsequent Annual Fees
          (1) A Licensed Firm must pay to the QFCA a standard annual fee after the period described in above paragraph 2.1.
          (2) The standard annual fee is as follows, and may be amended by the QFCA:

          Non-regulated Activity (USD or equivalent in QAR)
          Ship broking and shipping agents 5000
          Classification services including credit ratings 5000
          Non-regulated Activity (USD or equivalent in QAR)
          Company headquarters, management offices and treasury operations 5000
          Professional services including legal, accounting and consulting 5000
          Holding companies 500
          Formation, operation and administration of trusts 5000
          Formation, operation and administration of companies 5000
          Special Purpose Companies 500
          Single Family Offices 5000

          3. Provision of Extracts of Information from the Registers of Public Information

          In accordance with General Rule 10.6, Persons must upon Application for extracts of information from the registers of public information maintained by the QFCA, whether relating to either a Licensed Firm or a Registered Function, pay to the QFCA the prescribed fee of US$50 for each specific information request.
          4. Miscellaneous Fees

          The QFCA may also charge fees as specified in Schedule 4 or otherwise by notice for various services requested by Licensed or Authorised Firms not mandated by any Relevant Requirement but are otherwise consistent with the QFCA's Objectives. The minimum fee for any such service shall be US$50.00 and notice will be provided in advance of actual fees to be assessed for that service.
          Amended (as from 23rd September 2014)

        • Schedule 5 — Licensing Criteria

          When assessing an Application to conduct a Professional Services or other Non-Regulated Activity, as the QFCA may determine on a case by case basis, the QFCA may consider any of the following criteria, as well as any other criteria which in its sole discretion it considers relevant in order to further the QFCA's Objectives in Article 5 of the QFC Law to establish, develop and promote the QFC as a leading location for international finance and business with a legal and regulatory structure that complies with international best practice.

          (A) In respect to providing Legal Services
          (i) a list of the professional bodies to which the Applicant is associated and/or regulated by;
          (ii) details of any codes of practice or rules to which the Applicant complies;
          (iii) a list of the laws and jurisdictions in which the Applicant and its lawyers are qualified to practice;
          (iv) a list of any investigations undertaken by any regulatory body that regulates the Applicant;
          (v) details of the types of Clients and matters that the Applicant has worked on in the past;
          (vi) the extent to which the Applicant has shown its qualification to practice particular areas of law in support of different Permitted Activities to the standard that shall apply in the QFC;
          (vii) the extent to which the Applicant has demonstrated that its core areas of practice are not readily available from provider of legal services al available in the State of Qatar or elsewhere in the region;
          (viii) details of the Applicants professional indemnity insurance cover;
          (ix) such other criteria as the QFCA may consider relevant or necessary.
          (B) Accountancy Services
          (i) a list of the professional bodies to which the Applicant is associated and/or regulated by;
          (ii) details of any codes of practice or rules to which the Applicant complies;
          (iii) a list of any investigations undertaken by any regulatory body that regulates the Applicant;
          (iv) details of the types of Clients and matters that the Applicant has worked on in the past;
          (v) details of the Applicants professional indemnity insurance cover;
          (vi) qualifications to apply IFRS, UK GAAP, US GAAP, General Accepted Accounting Standards and/or AAOIFI standards;
          (vii) such other criteria as the QFCA may consider relevant or necessary.
          (C) Tax Services
          (i) a list of the professional bodies to which the Applicant is associated and/or regulated by;
          (ii) details of the codes of practice or rules to which the Applicant complies;
          (iii) a list of any investigations undertaken by any regulatory body that regulates the Applicant;
          (iv) details of the types of Clients and matters that the Applicant has worked on in the past;
          (v) details of the tax systems on which the Applicant has experience of advising;
          (vi) details of the Applicant's professional indemnity insurance cover;
          (vii) such other criteria as the QFCA may consider relevant or necessary.
          (D) Ship Broking and Agents Services
          (i) a list of the professional bodies to which the Applicant is associated and/or regulated by;
          (ii) details of the codes of practice or rules to which the Applicant complies;
          (iii) a list of any investigations undertaken by any regulatory body that regulates the Applicant;
          (iv) details of the types of Clients and matters that the Applicant has worked on in the past;
          (v) details of the Applicant's professional indemnity insurance cover;
          (vi) such other criteria as the QFCA may consider relevant or necessary.
          (E) Credit Rating Services
          (i) a list of the professional bodies to which the Applicant is associated and/or regulated by;
          (ii) details of the codes of practice or rules to which the Applicant complies;
          (iii) a list of any investigations undertaken by any regulatory body that oversees the Applicant;
          (iv) details of the types of Clients and matters that the Applicant has worked on in the past;
          (v) details of the Applicant's professional indemnity insurance cover;
          (vi) such other criteria as the QFCA may consider relevant or necessary.
          (F) Classification Services
          (i) a list of the professional bodies to which the Applicant is associated and/or regulated by;
          (ii) details of the codes of practice or rules to which the Applicant complies;
          (iii) a list of any investigations undertaken by any regulatory body that oversees the Applicant;
          (iv) details of the types of Clients and matters that the Applicant has worked on in the past;
          (v) details of the Applicant's professional indemnity insurance cover;
          (vi) such other criteria as the QFCA may consider relevant or necessary.
          (G) Other Non-Regulated Activities
          (i) a list of the professional bodies to which the Applicant is associated and/or regulated by;
          (ii) a list of the codes of practice or rules to which the Applicant complies;
          (iii) a list of any investigations undertaken by any regulatory body that oversees the Applicant;
          (iv) details of the types of Clients and matters that the Applicant has worked on in the past;
          (v) details of the Applicant's professional indemnity insurance cover;
          (vi) such other criteria as the QFCA may consider relevant or necessary.
          Amended (as from 23rd September 2014)

      • Part 3: Part 3: Conduct of Business Rules (COB)

        • COB Rule 1. COB Rule 1. Application

          • COB Rule 1.1

            The QFCA Rules in Part 3 shall be referred to as the Conduct of Business Rules (the "COB Rules").

          • COB Rule 1.2

            The provisions of these COB Rules apply to a Licensed Firm.

            Amended (as from 23rd September 2014)

        • COB Rule 2. General Conduct of Business

          Without limiting the provisions of these Rules, a Licensed Firm must conduct its business in accordance with the principles set out in the General Rules.

        • COB Rule 3. COB Rule 3. Communication of Information and Marketing Materials

          • COB Rule 3.1 COB Rule 3.1 Communication of Information

            • COB Rule 3.1.1

              When a Licensed Firm communicates information to a Client, the Licensed Firm must take reasonable steps to communicate the information in a way which is clear, fair and not misleading.

            • COB Rule 3.1.2

              A Licensed Firm must not, in any form of communication with a Client, attempt to avoid or limit any duty or liability it may have to that Client or any other person under a Relevant Requirement.

          • COB Rule 3.2 COB Rule 3.2 Reliance on Others

            • COB Rule 3.2.1

              A Licensed Firm will be taken to comply with any Rule in these COB Rules that requires the Licensed Firm to obtain information to the extent that the Licensed Firm can show that it was reasonable for the Licensed Firm to rely on information provided to it in writing by another Person.

            • COB Rule 3.2.2

              In COB Rule 3.2.1, it will be reasonable for the Licensed Firm to rely on any information provided to it in writing by a Person if it reasonably believes that the Person is competent to provide the information, unless the Licensed Firm is aware, or ought reasonably to be aware, of any fact or facts that would give the Licensed Firm reasonable grounds to question the accuracy of any such information.

          • COB Rule 3.3 Marketing Material

            Before a Licensed Firm communicates any marketing material to a Client it must ensure that the material is accurate and not misleading.

          • COB Rule 3.4 Confidentiality

            A Licensed Firm must refrain from disclosing outside the Licensed Firm any confidential information acquired in the conduct of its business without proper and specific authority unless there is a professional or legal duty to disclose.

        • COB Rule 4. COB Rule 4. Conflicts and Material Interests

          • COB Rule 4.1 COB Rule 4.1 Conflicts and Material Interests

            • COB Rule 4.1.1

              A Licensed Firm must establish systems and controls to identify and manage any actual and potential conflict of interest and material interest to ensure that all of its Clients are fairly treated and not prejudiced by any such interests.

            • COB Rule 4.1.2

              Where a Licensed Firm has knowledge of a conflict or a material interest, it must manage that interest by:

              Amended (as from 23rd September 2014)

            • COB Rule 4.1.3

              establishing and maintaining effective internal restrictions on the communication of that knowledge within the Licensed Firm;

              Amended (as from 23rd September 2014)

            • COB Rule 4.1.4

              disclosing the material interest or conflict of interest to the Client in writing either generally or in relation to a specific transaction and taking reasonable steps to ensure that the Client does not object; or

              Amended (as from 23rd September 2014)

            • COB Rule 4.1.5

              relying on a written policy of independence, which requires an Employee to disregard any conflict of interest or material interest when advising a Client or exercising discretion.

              Inserted (as from 23rd September 2014)

            • COB Rule 4.1.6

              If a Licensed Firm determines that it is unable to manage a conflict of interest or material interest using one of the methods described in COB Rule 4.1.2 it must decline to act for the Client.

              Inserted (as from 23rd September 2014)

            • COB Rule 4.1.7

              A Licensed Firm must ensure that neither it nor its employees offers, gives solicits or accepts any inducement which is likely to conflict to a material extent with any duty that it owes to its Clients.

              Inserted (as from 23rd September 2014)

        • COB Rule 5. COB Rule 5. Complaints Handling

          • COB Rule 5.1 COB Rule 5.1 Complaints Handling

            • COB Rule 5.1.1

              A Licensed Firm must establish and operate appropriate and effective written internal complaints handling procedures for dealing with complaints made against it by Clients in relation to Non-Regulated Activities (whether justified or not) fairly, efficiently and with due diligence and consideration.

            • COB Rule 5.1.2

              The internal complaints handling procedures referred to in COB Rule 5.1.1 must provide for:

              (A) receiving complaints;
              (B) responding to complaints; and
              (C) the appropriate investigation of complaints;
              Amended (as from 23rd September 2014)

            • COB Rule 5.1.3

              A Licensed Firm must take reasonable steps to ensure that all relevant Employees are aware of the Licensed Firm's internal complaint handling procedures and must endeavour to ensure that they act in accordance with them.

            • COB Rule 5.1.4

              A Licensed Firm's systems and controls must include appropriate management controls to ensure that:

              (A) it handles complaints fairly, consistently and promptly; and
              (B) it identifies and remedies any recurring or systemic problems, as well as any specific problem identified by a complaint.

          • COB Rule 5.2 Record Keeping

            A Licensed Firm must make and retain records of complaints (where the complaint is in writing) and, even where the complaint is not in writing, it must make and retain records of the handling of the complaint for at least six (6) years from the date of its receipt of the complaint.

            Amended (as from 23rd September 2014)

      • Part 4 Part 4 Licensed Firm Assets Rules (LFAR)

        • LFAR Rule 1. Application

          The QFCA Rules in Part 4 shall be referred to as the Licensed Firm Assets Rules (the "LFAR") and shall apply to a Licensed Firm.

          Amended (as from 23rd September 2014)

        • LFAR Rule 2. LFAR Rule 2. Objectives

          • LFAR Rule 2.1 General Objectives

            The QFCA considers that the proper safeguarding of money and other assets belonging to Clients is essential to the pursuit of its Objectives.

          • LFAR Rule 2.2 LFAR Rule 2.2 Requirements

            • LFAR Rule 2.2.1

              This LFAR sets out the requirements applicable to Licensed Firms in relation to the proper safeguarding of money and other assets belonging to Clients.

            • LFAR Rule 2.2.2

              Failure by a Licensed Firm to comply adequately with this Rulebook is likely to impact on the QFCA's assessment of that Licensed Firm's fitness and propriety pursuant to General Rule 2.

        • LFAR Rule 3. LFAR Rule 3. General Provisions

          • LFAR Rule 3.1 Provision of Information

            When a Rule in this LFAR requires information to be sent to a Client, a Licensed Firm must provide that information directly to the Client and not to another Person, unless the Licensed Firm has a written instruction from the Client requiring or permitting the Licensed Firm to provide the relevant information to that other Person, so long as the recipient is not connected with the Licensed Firm.

        • LFAR Rule 4. LFAR Rule 4. Client Money

          • LFAR Rule 4.1 LFAR Rule 4.1 Application

            • LFAR Rule 4.1.1

              This chapter applies to every Licensed Firm that holds Client Money.

            • LFAR Rule 4.1.2

              For the purposes of Rule 4.1.1 of the LFAR, Client Money is held by a Licensed Firm if it is:

              (A) directly held by the Licensed Firm;
              (B) held in an account in the name of the Licensed Firm; or
              (C) held by a Person, or in an account in the name of a Person, controlled by the Licensed Firm.
              Amended (as from 23rd September 2014)

          • LFAR Rule 4.2 LFAR Rule 4.2 Definition of Client Money

            • LFAR Rule 4.2.1

              All money held or received by a Licensed Firm from or on behalf of a Client in the course of, or in connection with, the carrying on of any Non-Regulated Activity in or from the QFC is Client Money, except where such money that is immediately due and payable by the Client to the Licensed Firm for its own account.

            • LFAR Rule 4.2.2

              For the purposes of Rule 4.2.1 of the LFAR, money which is immediately due and payable to a Licensed Firm for its own account includes money which is paid to the Licensed Firm (including by being deducted from Client Money held by the Licensed Firm) in settlement of fees, including fees for services provided to a Client, expenses of the Licensed Firm incurred and payable by the Licensed Firm and other charges that are due and payable to the Licensed Firm.

            • LFAR Rule 4.2.3

              For the purposes of this chapter, the expression 'money' includes any right, instruction or direction to pay or be paid money or money's worth.

          • LFAR Rule 4.3 LFAR Rule 4.3 Creation of Trust over Client Money

            • LFAR Rule 4.3.1

              All Client Money held by a Licensed Firm shall be subject to a trust (and the Licensed Firm shall be the trustee of that trust). Any Client Money held pursuant to that trust shall be held on the following terms:

              (A) for the purposes of and on the terms of the Client Money Protection Rules and the Client Money Distribution Rules;
              (B) subject to Rule 4.3.1(C) of the LFAR, for the Clients for whom that money is held according to their respective interests in it;
              (C) on the failure of the Licensed Firm, for the payment of the costs properly attributable to the distribution of the Client Money, in accordance with Rule 4.3.1(B) of the LFAR; and
              (D) after all valid claims and costs under Rule 4.3.1(B) and Rule 4.3.1(C) of the LFAR have been met, for the Licensed Firm itself.

          • LFAR Rule 4.4 LFAR Rule 4.4 Payment of Client Money into Client Bank Accounts

            • LFAR Rule 4.4.1

              A Client Bank Account is an account:

              (A) that is held with a Eligible Bank;
              (B) that includes the words "Client Bank Account" in its title; and
              (C) in respect of which, the Licensed Firm has:
              (i) notified the relevant Eligible Bank in writing that all money standing to the credit of the account is held by the Licensed Firm as trustee and that the Eligible Bank is not entitled to combine the account with any other account or to exercise any right of set-off or counterclaim against money in that account in respect of any sum owed to it on any other account of the Licensed Firm; and
              (ii) requested the Eligible Bank to provide it with a written acknowledgement of the matters set out in Rule 4.4.1(C)(i) of the LFAR.
              Amended by QFC Rules 2011-1 (as from 3rd October 2011)

            • LFAR Rule 4.4.2

              Where a Licensed Firm holds Client Money it must ensure, except where otherwise provided in Rule 4.4 or Rule 4.5 of the LFAR, that the Client Money is paid into one or more Client Bank Accounts as soon as possible and in any event within one (1) Business Day of receipt.

            • LFAR Rule 4.4.3

              If the Client Money is received by a Licensed Firm in the form of an automated transfer, it must take reasonable steps to ensure that:

              (A) the money is received directly into a Client Bank Account; and
              (B) if money is received directly into the Licensed Firm's own account, the money is transferred into a Client Bank Account within one (1) Business Day of receipt.

            • LFAR Rule 4.4.4

              If a Licensed Firm receives a mixed remittance (part Client Money and part other money), it must:

              (A) pay the full sum into a Client Bank Account in accordance with Rule 4.4.2 of the LFAR; and
              (B) transfer out that part of the payment which is not Client Money within one (1) Business Day of the day on which it would normally expect the remittance to be cleared (or, if such day is not a Business Day in the jurisdiction in which the account is held, on the next Business Day in that jurisdiction).

            • LFAR Rule 4.4.5

              A Licensed Firm:

              (A) may only pay, or permit to be paid, Client Money into a Client Bank Account where it has undertaken a prior assessment of the suitability of the relevant Designated Bank and concluded on reasonable grounds that the Designated Bank is suitable to hold that Client Money in a Client Bank Account; and
              (B) must have systems and controls in place to ensure that the Designated Bank remains suitable.

            • LFAR Rule 4.4.6

              The requirement for a Licensed Firm to pay Client Money into a Client Bank Account does not apply with respect to Client Money:

              (A) received in the form of cheque, or other payable order, until the Licensed Firm is in receipt of the proceeds of that cheque; or
              (B) temporarily held by a Licensed Firm before forwarding to a Person nominated by the Client.

            • LFAR Rule 4.4.7

              A Licensed Firm must have procedures for identifying Client Money received by it and for promptly recording the receipt of the money either in the books of account or a register for later posting to the Client cash book and ledger accounts. The procedures must cover Client Money received by the Licensed Firm through the mail, electronically or via agents of the Licensed Firm or through any other means.

          • LFAR Rule 4.5 LFAR Rule 4.5 Segregation of Client Money from the Licensed Firm's Own Money

            • LFAR Rule 4.5.1

              Subject to Rule 4.5.2 of the LFAR, a Licensed Firm must not deposit its own money into a Client Bank Account.

            • LFAR Rule 4.5.2

              A Licensed Firm must not hold money other than Client Money in a Client Bank Account unless it is:

              (A) a minimum sum required to open the account or to keep it open;
              (B) money that is temporarily in the account in accordance with Rule 4.4.4 of the LFAR (mixed remittance); or
              (C) interest credited to the account which exceeds the amount payable to Clients as interest and has not yet been withdrawn by the Licensed Firm, provided that the money is removed within one calendar month.

            • LFAR Rule 4.5.3

              A Licensed Firm must maintain systems and controls for identifying money that is not permitted to be in a Client Bank Account and for transferring any such money which is in a Client Bank Account out of that account without delay.

          • LFAR Rule 4.6 LFAR Rule 4.6 Payment of Client Money from Client Bank Accounts

            • LFAR Rule 4.6.1

              A Licensed Firm must have procedures for ensuring all withdrawals from a Client Bank Account are authorised.

            • LFAR Rule 4.6.2

              Subject to Rule 4.6.3 of the LFAR, Client Money held by a Licensed Firm must remain in a Client Bank Account, until it is:

              (A) due and payable to the Licensed Firm;
              (B) paid to the Client on whose behalf the Client Money is held;
              (C) paid in accordance with an instruction from the Client on whose behalf the Client Money is held;
              (D) required to meet the payment obligations of the Client on whose behalf the Client Money is held; or
              (E) paid out in circumstances that are otherwise authorised by the QFCA

              where upon it shall cease to be Client Money and the Licensed Firm's obligations as trustee in respect of such money shall cease.

              Amended (as from 23rd September 2014)

            • LFAR Rule 4.6.3

              Money paid out by way of cheque or other payable order under Rule 4.6.2 of the LFAR must remain in a Client Bank Account until the cheque or payable order is presented to the Client's bank and cleared by the paying agent.

          • LFAR Rule 4.7 Client Notifications

            Before, or as soon as reasonably practicable after, a Licensed Firm receives Client Money, it must notify the Client on whose behalf the Client Money is held in writing of the terms on which such Client Money is held.

          • LFAR Rule 4.8 LFAR Rule 4.8 Client Reporting

            • LFAR Rule 4.8.1

              A Licensed Firm must send a statement to the Client quarterly or at such other intervals as are agreed in writing with the Client.

            • LFAR Rule 4.8.2

              The statement must include:

              (A) The Client's total Client Money balances held by the Licensed Firm reported in the currency in which the Client Money is held, or the relevant exchange rate if not reported in the currency in which the money is held;
              (B) the amount, date, value and description of each credit and debit paid into and out of the account since the previous statement; and
              (C) any interest earned and charged on the Client Money since the previous statement.

            • LFAR Rule 4.8.3

              The statement sent to the Client must be prepared within one (1) calendar month of the statement date.

          • LFAR Rule 4.9 LFAR Rule 4.9 Reconciliation

            • LFAR Rule 4.9.1

              A Licensed Firm must maintain a system to ensure that accurate reconciliations of the Client Bank Accounts in which Client Money is held are carried out, as frequently as necessary to ensure the accuracy of its records, and no less than once as at the close of the last Business Day of each calendar month.

            • LFAR Rule 4.9.2

              A Licensed Firm must:

              (A) reconcile the individual credit ledger balances, Client Bank Account balances and the balances on the relevant Eligible Bank statement;
              (B) check that the balance in the Client Bank Accounts as at the close of business on the previous day was at least equal to the aggregate balance of individual credit ledger balances as at the close of business on the previous day; and
              (C) ensure that all shortfalls, excess balances and unresolved differences, other than differences arising solely as a result of timing differences between the accounting systems of the Eligible Bank and the Licensed Firm, are investigated and, where applicable, corrective action taken as soon as is practicable.
              Amended by QFC Rules 2011-1 (as from 3rd October 2011)

            • LFAR Rule 4.9.3

              A Licensed Firm must perform the reconciliations required pursuant to Rule 4.9.2 of the LFAR within ten (10) Business Days of the date to which the reconciliation relates.

            • LFAR Rule 4.9.4

              The Licensed Firm must notify the QFCA immediately where there has been a material discrepancy with the reconciliation which has not been rectified within one (1) Business Day following the day on which that discrepancy was identified.

          • LFAR Rule 4.10 LFAR Rule 4.10 Auditor's Reports

            • LFAR Rule 4.10.1

              A Licensed Firm that holds Client Money must arrange for its auditors to prepare a report and submit it to the QFCA in accordance with General Rule 9.5.1(D).

          • LFAR Rule 4.11 LFAR Rule 4.11 Record Keeping

            • LFAR Rule 4.11.1

              A Licensed Firm must maintain records:

              (A) which enable the Licensed Firm to demonstrate to its auditors and the QFCA its compliance with the requirements set out in this chapter; and
              (B) which enable the Licensed Firm to demonstrate and explain all entries of money held in accordance with this chapter.

            • LFAR Rule 4.11.2

              A Licensed Firm must maintain proper books and accounts based on the double-entry booking principle. They must be legible, up to date and contain narratives with the entries which identify and provide adequate information about each transaction to which this rulebook applies. Entries must be made in chronological order and the current balance must be shown on each of the Licensed Firm's ledgers.

            • LFAR Rule 4.11.3

              A Licensed Firm must maintain a master list of all of its Client Bank Accounts.

            • LFAR Rule 4.11.4

              The details of a Client Bank Account must be documented and maintained in the master list for at least six (6) years following the closure of the relevant Client Bank Account.

            • LFAR Rule 4.11.5

              A Licensed Firm must maintain adequate records of all cheques and payment orders received in accordance with Rule 4.4.6(A) of the LFAR.

            • LFAR Rule 4.11.6

              Except as otherwise stated, all records maintained by a Licensed Firm pursuant to this chapter must be kept for at least six (6) years.

        • LFAR Rule 5. LFAR Rule 5. Client Money Distribution Rules

          • LFAR Rule 5.1 Application

            This chapter applies to every Licensed Firm that holds Client Money.

          • LFAR Rule 5.2 LFAR Rule 5.2 Firm-Related Distribution Event

            • LFAR Rule 5.2.1

              Following the occurrence of a Firm-Related Distribution Event in relation to a Licensed Firm, that Licensed Firm must distribute Client Money in the following order of priorities (subject to the deduction of any fees payable to the insolvency practitioner or other similar official that has responsibility for distributing such Client Money):

              (A) first, all Client Money held in any Client Bank Account, shall be pooled and distributed among the Licensed Firm's Clients on a proportionate basis in accordance with the value of their respective valid claims against the Licensed Firm in respect of money owed to them by the Licensed Firm that is Client Money;
              (B) secondly, upon satisfaction of all claims in (A) above;
              (C) if a liquidator, receiver, administrator, or trustee in bankruptcy has been appointed over the Licensed Firm, the surplus shall be distributed in accordance with applicable insolvency or bankruptcy laws of the QFC; or
              (D) in all other cases, the surplus shall be distributed in accordance with the direction of the QFCA.

            • LFAR Rule 5.2.2

              Following the occurrence of a Firm-Related Distribution Event in relation to a Local Licensed Firm, if the amount of Client Money held in the Licensed Firm's Client Bank Accounts is insufficient to satisfy the valid claims against the Licensed Firm of any Clients in respect of money owed to them by the Licensed Firm that is Client Money, all other assets beneficially owned by the Licensed Firm shall be used to satisfy any outstanding amounts remaining payable to such Clients in respect of those claims that have not been satisfied from the application of Rule 5.2.1(A) of the LFAR in priority to all of the Licensed Firm's other creditors other than those that have a prior ranking security interest in such assets.

              Amended (as from 23rd September 2014)

            • LFAR Rule 5.2.3

              To the extent that the above requirements are inconsistent with the Insolvency Regulations, the above requirements will prevail.

          • LFAR Rule 5.3 LFAR Rule 5.3 Third Party-Related Distribution Event

            • LFAR Rule 5.3.1

              When Client Money is held by a Licensed Firm in a Client Bank Account with a Eligible Bank, the Licensed Firm continues to owe fiduciary duties to the Client by virtue of the trust constituted under Rule 4.3 of the LFAR. However, a Licensed Firm will not be held responsible for a shortfall in Client Money arising as a result of or in connection with a Third Party-Related Distribution Event, provided that the Licensed Firm has complied with its fiduciary duties, including its duty to exercise proper care and skill in:

              (A) the selection of the Eligible Bank; and
              (B) its subsequent monitoring of that Eligible Bank.
              Amended by QFC Rules 2011-1 (as from 3rd October 2011)

            • LFAR Rule 5.3.2

              Subject to compliance with these fiduciary duties, the Licensed Firm is therefore not required to make good any such shortfall (although it may, of course, choose to do so in the interests of its relationship with the relevant Clients).

            • LFAR Rule 5.3.3

              Following the occurrence of a Third Party-Related Distribution Event in relation to a Eligible Bank:

              (A) unless the Licensed Firm chooses to make good shortfalls in the Client Money balances held (or which should have been held) in the Client Bank Accounts held by a Licensed Firm with the relevant Eligible Bank, such shortfalls shall be borne by Clients who have valid claims against the Licensed Firm in respect of money owed to them by the Licensed Firm that is Client Money, in proportion to the respective value of their claims;
              (B) the Licensed Firm must, as soon as is practicable, make and retain a record of each such Client's share of the shortfall and must promptly notify the amount of the shortfall to the affected Clients (except where the Licensed Firm chooses to make good the shortfall); and
              (C) Client Money received after the Third Party-Related Distribution Event:
              (i) must not be transferred to the Eligible Bank which has suffered the Third Party-Related Distribution Event unless this is on the specific instructions of the Client (given after the occurrence of the Third Party-Related Distribution Event) in order to settle an obligation of that Client to that Eligible Bank; and
              (ii) must, subject to (i), be placed in a separate Client Bank Account that has been opened with a different Eligible Bank after the Third Party-Related Distribution Event has occurred.
              Amended by QFC Rules 2011-1 (as from 3rd October 2011)

      • Part 5: Part 5: Compliance and Enforcement Rules (CER)

        • CER Rule 1. CER Rule 1. Application

          • CER Rule 1.1

            These QFCA Rules shall be referred to as the Compliance and Enforcement Rules (the "CER Rules") and shall apply to any Licensed Firm or Authorised Firm or Person.

            Amended (as from 25th June 2019)

          • CER Rule 1.2

            Any term not defined in these Rules shall have the meaning set out in the QFC Financial Services Regulations, except that references to QFC Regulatory Authority, as relevant, shall refer instead to the QFCA.

          • CER Rule 1.3

            For the purposes of the CER Rules, "Customer" has the meaning set out in QFC Regulatory Authority rules.

            Amended (as from 25th June 2019)

        • CER Rule 2. Administration

          For the avoidance of doubt, the responsibilities of the Employment Standards Office set forth in the QFC Employment Regulations to ensure compliance with and enforce the requirements of such Regulations shall be exercised by the Employment Standards Office, while the responsibilities of the Immigration Office set forth in the QFC Immigration Regulations to ensure compliance with and enforce the requirements of such Regulations shall be exercised by the Immigration Department of the QFCA.

          Amended (as from 12th June 2016)

        • CER Rule 3. CER Rule 3. Investigations

          • CER Rule 3.1 CER Rule 3.1 Powers to Obtain Documents and Information

            • CER Rule 3.1.1

              The QFCA may require the production by any Person in the QFC or (subject to CER Rule 3.1.2) elsewhere of:

              (A) specified information or information of a specified description; and/or
              (B) specified documents or documents of a specified description,
              (C) within such timetable and in such form and manner as the QFCA may reasonably require.
              Amended (as from 25th June 2019)

            • CER Rule 3.1.2

              The court, tribunal or other judicial body established under the QFC Law and empowered to hear matters arising under these Rules (hereinafter referred to as the "Relevant Review Body") may on Application by the QFCA order that the QFCA may make a requirement under CER Rule 3.1.1 in respect of a Person outside the QFC (whether in the State of Qatar or otherwise).

              Amended (as from 25th June 2019)

            • CER Rule 3.1.3

              The QFCA may enter the premises of Licensed or Authorised Firm in the QFC at any time for the purpose of inspecting and copying information or documents stored in any form in respect of matters within its jurisdiction on such premises.

            • CER Rule 3.1.4

              The Licensed or Authorised Firm, or Person to which CER Rules 3.1.1 or 3.1.3 relate must give the QFCA all such assistance as the QFCA may reasonably require.

              The obligation in CER Rule 3.1.4 is enforceable on Application by the QFCA to the Relevant Review Body.

              Amended (as from 25th June 2019)

          • CER Rule 3.2 CER Rule 3.2 Reports

            • CER Rule 3.2.1

              Subject to CER Rule 3.1, the QFCA may, by notice in writing given to a Licensed or Authorised Firm require the production to the QFCA of a report by a person nominated by the QFCA pursuant to CER Rule 3.2.3 ("Nominated Person") on any matter relating to the conduct of a Permitted Activity.

            • CER Rule 3.2.2

              The QFCA may require any such report to be in such form as may be specified in the notice issued under CER Rule 3.2.1.

            • CER Rule 3.2.3

              The Nominated Person appointed to make any report required by CER Rule 3.1.1 must be nominated or approved by the QFCA.

            • CER Rule 3.2.4

              Where a report under CER Rule 3.2 has been required, the Licensed or Authorised Firm to whom a notice has been given must give the Nominated Person all such assistance as that Nominated Person may reasonably require.

              Amended (as from 25th June 2019)

            • CER Rule 3.2.5

              The obligation in CER Rule 3.2.1 is enforceable on Application by the QFCA to Relevant Review Body.

              Amended (as from 25th June 2019)

            • CER Rule 3.2.6

              The costs of providing a report under CER Rule 3.2 shall be borne by the Licensed or Authorised Firm to whom a notice has been given under CER Rule 3.2.1.

              Amended (as from 25th June 2019)

          • CER Rule 3.3 CER Rule 3.3 Appointment of Investigators

            • CER Rule 3.3.1

              If it appears to the QFCA that there is a good reason for doing so, the QFCA may appoint one or more competent Investigators, who may be or include employees of the QFCA, to conduct investigations into a suspected contravention of a Relevant Requirement as defined in CER Rule 6.1 and to report to the QFCA accordingly.

              Amended (as from 23rd September 2014)

            • CER Rule 3.3.2

              The QFCA must give written notice of the appointment of an Investigator to all Persons subject to investigation, unless it believes that giving such notice would risk frustrating the investigation in a material way. Any such notice must specify the purpose of and reason for the investigation.

            • CER Rule 3.3.3

              A Licensed or Authorised Firm under investigation is entitled to legal representation during the course of an investigation under CER Rule 3.3.

            • CER Rule 3.3.4

              The QFCA shall pay the costs and expenses of an investigation save that, where, as a result of an investigation under CER Rule 3.3, the Licensed or Authorised Firm under investigation is found to have contravened a Relevant Requirement, the QFCA or, where appropriate, the Relevant Review Body may order that the Licensed or Authorised Firm must pay the QFCA in respect of the whole or any part of the costs and expenses of the investigation.

          • CER Rule 3.4 CER Rule 3.4 Investigations — Duties and Powers

            • CER Rule 3.4.1

              An Investigator appointed under CER Rule 3.3 must, unless the investigation is discontinued for any reason, make a written report of his investigation to the QFCA.

            • CER Rule 3.4.2

              In support of an investigation, the QFCA may require, by written notice, any Licensed or Authorised Firm, including any officer, employee or agent of the Licensed or Authorised Firm (hereinafter "Relevant Person"):

              (A) to attend before the Investigator at a specified time and place and to answer questions;
              (B) to produce at a specified time and place any specified document or documents of a specified description; and/or
              (C) to provide such information or assistance as the Investigator may require and the Relevant Person is able to give.
              Amended (as from 25th June 2019)

            • CER Rule 3.4.3

              The QFCA may require the Relevant Person to give such information or produce such documents within such reasonable time period and/or at such a specified place as detailed in the written notice given under CER Rule 3.4.2.

            • CER Rule 3.4.4

              A Relevant Person providing information or documentation to the QFCA whether pursuant to a Relevant Requirement or voluntarily, will not be subject to any liability, nor any breach of duty by virtue of having done so provided that the Person has acted in good faith and in the reasonable belief that the information or documentation is relevant to any of the functions of the QFCA under the Relevant Requirement.

            • CER Rule 3.4.5

              Where the QFCA is conducting an investigation under CER Rule 3.3 or CER Rule 3.4 and has reasonable grounds for believing that an individual conducting a Registered Function may have engaged in conduct that would form grounds for the withdrawal or variation of that individual's status, it may, upon written notice to both the individual and the relevant Licensed or Authorised Firm, suspend or vary that individual's approved status for the duration of the investigation and/or and related proceedings insofar as such investigation or proceedings relate to that individual.

            • CER Rule 3.4.6

              Where the QFCA is conducting an investigation into a Licensed or Authorised Firm under CER Rule 3.3 it may apply to the Relevant Review Body for an order that all or any of the assets, books and records of the Licensed or Authorised Firm be preserved and not moved or otherwise dealt with.

              Amended (as from 25th June 2019)

          • CER Rule 3.5 Admissibility

            A statement made, information given or documents produced in compliance with a request under this Part shall be admissible in evidence in any proceedings before the Relevant Review Body, provided it also complies with any requirements governing the admissibility of evidence in the relevant proceedings.

          • CER Rule 3.6 CER Rule 3.6 The Role of the Relevant Review Body in Investigations

            • CER Rule 3.6.1

              The QFCA may apply to the Relevant Review Body to assist in the enforcement of the QFCA's powers in this CER Rule 3.

              Amended (as from 25th June 2019)

            • CER Rule 3.6.2

              The Relevant Review Body shall provide such assistance as it considers appropriate in the circumstances and in accordance with its powers, including the imposition of financial penalties for contraventions in accordance with relevant QFC Regulations and these CER Rules and the issue of search orders and orders for the seizure of documents and/or information.

          • CER Rule 3.7 CER Rule 3.7 Self Incrimination

            • CER Rule 3.7.1

              Subject to CER Rule 3.8, it is not a reasonable excuse for a Licensed or Authorised Firm to refuse or fail to:

              (A) permit the inspection or copying of any information or document;
              (B) produce, or disclose, or procure the production or disclosure of, any information or document; or
              (C) answer questions;

              pursuant to any requirement under these CER Rules, on the grounds that any such information or document or answer, as the case may be, might tend to incriminate the Relevant Person or make such Person liable to a financial penalty.

          • CER Rule 3.8 CER Rule 3.8 Protected Items

            • CER Rule 3.8.1

              A Relevant Person may not be required under these CER Rules to produce disclose or permit the inspection of Protected Items.

              Amended (as from 23rd September 2014)

            • CER Rule 3.8.2

              A communication or item is not a Protected Item if it is held with the intention of furthering a criminal purpose.

          • CER Rule 3.9 Obstruction of the QFCA

            A Relevant Person shall not engage in conduct, including:

            (A) the destruction of documents;
            (B) the failure to give or produce information or documents specified by the QFCA;
            (C) the failure to attend before the QFCA at a specified time and place to answer questions;
            (D) the giving of information that is false or misleading; and
            (E) the failure to give any assistance in relation to an investigation which the Relevant Person is able to give,

            that is intended to obstruct the QFCA in the exercise of its powers under the Relevant Requirement. The intention to obstruct need not be the sole purpose, it is sufficient if the dominant purpose was the intention to obstruct.

            Amended (as from 23rd September 2014)

        • CER Rule 4. CER Rule 4. Disciplinary Powers

          • CER Rule 4.1 Public Censure

            If the QFCA considers that a Licensed or Authorised Firm, or Person has contravened a Relevant Requirement the QFCA may publish a statement to that effect.

            Amended (as from 25th June 2019)

          • CER Rule 4.2 CER Rule 4.2 Financial Penalties

            • CER Rule 4.2.1

              If the QFCA considers that a Licensed or Authorised Firm, or Person has contravened a Relevant Requirement, it may impose on it a financial penalty, in respect of the contravention, of such amount as it considers appropriate.

              Amended (as from 25th June 2019)

            • CER Rule 4.2.2

              The QFCA may not in respect of any contravention impose a financial penalty under this CER Rule 4.2 in respect of any matter for which the Licensed or Authorised Firm, or Person has al been sanctioned by the Relevant Review Body.

              Amended (as from 25th June 2019)

            • CER Rule 4.2.3

              A penalty under these CER Rules is payable to the QFCA unless the QFCA determines otherwise.

            • CER Rule 4.2.4

              Any penalty that is not paid within the period stipulated by the QFCA may on application to the Relevant Review Body be recovered by the QFCA as a debt.

            • CER Rule 4.2.5

              The QFCA may publish a statement describing the contravention to which this CER Rule relates and the amount of any financial penalty imposed.

          • CER Rule 4.3 CER Rule 4.3 Appointment of Managers

            • CER Rule 4.3.1

              The QFCA may by written notice require a Licensed or Authorised Firm to appoint one or more individuals to act as managers of the business of the Licensed or Authorised Firm on such terms as the QFCA may specify in any such notice.

              Amended (as from 25th June 2019)

            • CER Rule 4.3.2

              The individual or individuals appointed to act as managers of the business of the Person under CER Rule 4.3.1 must be nominated or approved by the QFCA.

          • CER Rule 4.4 CER Rule 4.4 Undertakings

            • CER Rule 4.4.1

              The QFCA may by written notice require a Licensed or Authorised Firm, or Person to give the QFCA a legally enforceable undertaking in such terms as the QFCA shall specify in any such notice. Such terms may include an undertaking by the Person to refrain from engaging in any particular type of conduct.

              Amended (as from 25th June 2019)

            • CER Rule 4.4.2

              The Licensed or Authorised Firm, or Person may withdraw or vary the undertaking at any time, but only with the consent of the QFCA.

              Amended (as from 25th June 2019)

            • CER Rule 4.4.3

              If the QFCA is satisfied that the Licensed or Authorised Firm, or Person who gave the undertaking has been in breach of any of its terms, it may apply to the Relevant Review Body for an order directing the Licensed or Authorised Firm, or Person to comply with the relevant terms of the undertaking or any other order that the Relevant Review Body considers appropriate.

              Amended (as from 25th June 2019)

          • CER Rule 4.5 CER Rule 4.5 Prohibitions and Restrictions

            The QFCA may by written notice:

            • CER Rule 4.5.1

              prohibit a Licensed or Authorised Firm, or Person from:

              (A) entering into certain specified transactions or types of transaction;
              (B) soliciting business from certain specified Persons or types of Person; or
              (C) carrying on business in a specified manner or other than in a specified manner;
              Amended (as from 25th June 2019)

            • CER Rule 4.5.2

              require a Licensed or Authorised Firm, or Person to carry on business or conduct itself in a specified manner; or

              Amended (as from 25th June 2019)

            • CER Rule 4.5.3

              prohibit a Licensed or Authorised Firm or Relevant Person from performing a specified function, any function falling within a specified description or any function.

          • CER Rule 4.6 CER Rule 4.6 Injunctions

            • CER Rule 4.6.1

              If the QFCA is satisfied that a Licensed or Authorised Firm, or Person:

              (A) will contravene a Relevant Requirement; or
              (B) has contravened a Relevant Requirement and there is a reasonable likelihood that the contravention will continue or be repeated,

              the QFCA may apply to the Relevant Review Body for an order restraining such contravention.

              Amended (as from 25th June 2019)

            • CER Rule 4.6.2

              If the QFCA is satisfied that:

              (A) a Licensed or Authorised Firm, or Person has contravened a Relevant Requirement; and
              (B) there are steps which could be taken to remedy the contravention,

              the QFCA may apply to the Relevant Review Body for an order requiring the Licensed or Authorised Firm, or Person to take such steps as it may direct to remedy the contravention.

              Amended (as from 25th June 2019)

            • CER Rule 4.6.3

              If the QFCA is satisfied that a Licensed or Authorised Firm, or Person may have:

              (A) contravened a Relevant Requirement; or
              (B) been knowingly concerned in the contravention of a Relevant Requirement,

              the QFCA may apply to the Relevant Review Body for an order restraining the Licensed or Authorised Firm, or Person from disposing of, or otherwise dealing with, any of its assets.

              Amended (as from 25th June 2019)

          • CER Rule 4.7 Restitution Orders

            If the QFCA is satisfied that a Licensed or Authorised Firm, or Person has contravened a Relevant Requirement, or been knowingly concerned in the contravention of a Relevant Requirement, and:

            (A) profits have accrued to the Licensed or Authorised Firm, or Person as a result of the contravention; or
            (B) one or more Persons have suffered loss or been otherwise adversely affected as a result of the contravention,

            then the QFCA may apply to the Relevant Review Body for an order requiring the Person concerned to pay to the appropriate Person or distribute among the appropriate Persons such amount as appears to the QFCA to be just, having regard to the profits appearing to the QFCA to have accrued and/or to the extent of the loss or other adverse effect suffered.

            Amended (as from 25th June 2019)

          • CER Rule 4.8 Civil Proceedings

            The QFCA may make Rules giving Persons generally or particular categories of Persons who have suffered loss or damage as a result of the contravention by a Licensed or Authorised Firm, or Person of a Relevant Requirement the right to apply to the Relevant Review Body for a restitution order or any other awards permissible under the Relevant Requirement against the Licensed or Authorised Firm, or Person.

            Amended (as from 25th June 2019)

          • CER Rule 4.9 Appeals

            If the QFCA exercises any of its disciplinary powers under this CER Rule 4, the Licensed or Authorised Firm, or Person concerned may, within twenty eight (28) days of receipt of a Decision Notice in accordance with CER Rule 5.2, or such longer period as may be advised by the QFCA in such notice, refer the matter to the Relevant Review Body.

            Amended (as from 25th June 2019)

          • CER Rule 4.10 CER Rule 4.10 Power of QFCA to Intervene in any Proceedings

            • CER Rule 4.10.1

              The QFCA may intervene as a party in any proceedings before the Relevant Review Body where it considers such intervention appropriate.

            • CER Rule 4.10.2

              Where the QFCA so intervenes it shall, subject to any other law, have all the rights, duties and liabilities of such a party in such proceedings.

          • CER Rule 4.11 Effect of Provisions

            For the avoidance of doubt, nothing in any Rule in this Part limits the generality of any other Rule in this Part, or the generality of any provision in the QFC Law or any Regulations or Rules issued thereunder.

          • CER Rule 4.12 CER Rule 4.12 Procedural Irregularities

            • CER Rule 4.12.1

              A procedure under these CER Rules or any Related Regulations is not invalidated because of any procedural irregularity unless the Relevant Review Body declares the procedure to be invalid.

            • CER Rule 4.12.2

              For the purposes of these CER Rules:

              (A) procedure includes the making of a decision, the conduct of a hearing, the giving of a notice, and any proceedings (legal or otherwise); and
              (B) procedural irregularity includes a reference to a defect, irregularity or deficiency of notice or time.
              Amended (as from 25th June 2019)

        • CER Rule 5. CER Rule 5. Enforcement Procedure

          • CER Rule 5.1 CER Rule 5.1 Right to Make Written Representations

            • CER Rule 5.1.1

              Subject to CER Rule 5.1.3, if the QFCA proposes to exercise its disciplinary powers under these CER Rules in relation to a Licensed or Authorised Firm, or Person, it must first give the Licensed or Authorised Firm, or Person:

              (A) a written notice specifying the action which the QFCA proposes to take; and
              (B) an opportunity to make written representations to the QFCA in relation to the proposed action to be taken.
              Amended (as from 25th June 2019)

            • CER Rule 5.1.2

              The QFCA may specify in any such notice the manner and time within which any such written representations must be made.

            • CER Rule 5.1.3

              The requirement under CER Rule 5.1.1 shall not apply where the QFCA concludes that any delay likely to arise as a result of the requirement under CER Rule 5.1.1 might be prejudicial to the interests of the Clients or Customers, or the QFC.

              Amended (as from 25th June 2019)

          • CER Rule 5.2 CER Rule 5.2 Decision Notices

            • CER Rule 5.2.1

              Subject to CER Rules 5.1 and 5.2, if the QFCA decides to exercise a disciplinary power under this Part in relation to a Licensed or Authorised Firm, or Person, it must give the Licensed or Authorised Firm, or Person a Decision Notice.

              Amended (as from 25th June 2019)

            • CER Rule 5.2.2

              A Decision Notice must:

              (A) be in writing;
              (B) give the QFCA's reasons for the decision to take the action to which the notice relates;
              (C) state whether CER Rule 5.7 (Access to QFCA Material) applies and, if so, describe its effect; and
              (D) give an indication of:
              (i) any right to have the matter referred to the Relevant Review Body within a reasonable period specified in the notice or as required by this Part; and
              (ii) the procedure on such a reference.

            • CER Rule 5.2.3

              In the case of a financial penalty, the Decision Notice must state the amount of the financial penalty and the period within which it is to be paid.

          • CER Rule 5.3 Implementation of a Decision Notice

            If a Licensed or Authorised Firm, or Person who has received a Decision Notice does not refer the matter to the Relevant Review Body within the time period specified in the notice, the QFCA may take the action specified in the Decision Notice.

            Amended (as from 25th June 2019)

          • CER Rule 5.4 CER Rule 5.4 Discontinuance of Proceedings

            • CER Rule 5.4.1

              If the QFCA decides not to take the action to which a Decision Notice relates, it must give a notice of discontinuance identifying the proceedings which are being discontinued to the Licensed or Authorised Firm, or Person to whom the Decision Notice was given.

              Amended (as from 25th June 2019)

            • CER Rule 5.4.2

              If a Licensed or Authorised Firm, or Person to whom a Decision Notice is given does refer the matter to the Relevant Review Body, the Licensed or Authorised Firm, or Person may apply to the Relevant Review Body to stay the action specified in the Decision Notice pending the outcome of the appeal.

              Amended (as from 25th June 2019)

          • CER Rule 5.5 Publishing Information

            Subject to the QFCA Regulations and any other rights and obligations contained in the QFC Law and these CER Rules on the part of the QFCA relating to the publication of information, neither the QFCA nor any Licensed or Authorised Firm, or Person to whom a Decision Notice is given or copied may publish the notice or any details concerning it.

            Amended (as from 25th June 2019)

          • CER Rule 5.6 Publication of Statements

            After a statement under CER Rule 4.1 is published, the QFCA must send a copy of it to the Licensed or Authorised Firm, or Person.

            Amended (as from 25th June 2019)

          • CER Rule 5.7 CER Rule 5.7 Access to QFCA Material

            • CER Rule 5.7.1

              If the QFCA gives a Licensed or Authorised Firm, or Person a Decision Notice it must allow the Licensed or Authorised Firm, or Person access to the material on which it relied in taking the decision which gave rise to the obligation to give the notice.

              Amended (as from 25th June 2019)

            • CER Rule 5.7.2

              The QFCA may refuse a Licensed or Authorised Firm, or Person access to particular material if, in its opinion, allowing access to the material would not be in the public interest or would not be fair (whether to other parties to whom the material relates or otherwise).

              Amended (as from 25th June 2019)

            • CER Rule 5.7.3

              If the QFCA does not allow a Licensed or Authorised Firm, or Person access to material, it must give them written notice of:

              (A) the refusal; and
              (B) the reasons for such refusal.
              Amended (as from 25th June 2019)

          • CER Rule 5.8 CER Rule 5.8 Procedure in Relation to Decision Notices

            • CER Rule 5.8.1

              The QFCA may issue more particularised Rules relating to the procedure that it proposes to follow in relation to the giving of Decision Notices.

            • CER Rule 5.8.2

              Subject to CER Rule 4.12 (Procedural Irregularities), when giving a Decision Notice the QFCA must follow its stated procedure.

            • CER Rule 5.8.3

              If the QFCA changes the procedure in a material way, it must publish revised Rules or a revised statement.

          • CER Rule 5.9 CER Rule 5.9 Policy in Relation to Penalties

            • CER Rule 5.9.1

              The QFCA must prepare and publish a statement of its policy with respect to:

              (A) the imposition of financial penalties under CER Rule 4.2; and
              (B) the amount of penalties under CER Rule 4.2.

            • CER Rule 5.9.2

              The QFCA's policy in determining the amount of a financial penalty must include a requirement to have regard to:

              (A) the seriousness of the contravention in question in relation to the nature of the requirement contravened;
              (B) the extent to which that contravention was deliberate or reckless;
              (C) whether the Person on whom the penalty is to be imposed is an individual; and
              (D) the effect on third parties, Clients or Customers and the best interests of the Financial System and the QFC.

            • CER Rule 5.9.3

              The QFCA may at any time alter or replace a statement issued under this CER Rule.

            • CER Rule 5.9.4

              If a statement published under this CER Rule is altered or replaced, the QFCA must publish the altered or replacement statement.

        • CER Rule 6. CER Rule 6. Contraventions

          • CER Rule 6.1 CER Rule 6.1 Contravention of Relevant Requirements

            • CER Rule 6.1.1

              For the purposes of these CER Rules a Licensed or Authorised Firm, or Person contravenes a Relevant Requirement if it:

              (A) fails to comply with any prohibition or requirement imposed by the QFCA or any undertaking given by them to the QFCA;
              (B) does any act or thing that is prohibited under or breaches a Relevant Requirement;
              (C) omits to do any act or thing that it is required to do under a Relevant Requirement;
              (D) commits an act of fraud or abuses any fiduciary duty which it owes to its Clients or Customers; or
              (E) otherwise commits any contravention described as such in these CER Rules.
              Amended (as from 25th June 2019)

            • CER Rule 6.1.2

              Without prejudice to the generality of CER Rule 6.1.1(B), for the purposes of these CER Rules a Licensed or Authorised Firm, or Person contravenes a Relevant Requirement if it:

              (A) knowingly or recklessly provides to the QFCA any information which is false, misleading or deceptive, or conceals information where the concealment of such information is likely to mislead or deceive the QFCA;
              (B) conducts Permitted Activities in or from the QFC in breach of Article 11.2 of the QFC Law; or
              (C) knows or suspects that QFCA action under these CER Rules is being or is likely to be conducted and:
              (i) falsifies, conceals, destroys or otherwise disposes of a document which it knows or suspects is or would be relevant to such action; or
              (ii) causes or permits the falsification, concealment, destruction or disposal of such a document,
              unless it shows that it had no intention of concealing facts disclosed by the documents from the QFCA or any Nominated Person preparing a report.
              Amended (as from 25th June 2019)

          • CER Rule 6.2 CER Rule 6.2 Involvement in Contraventions

            • CER Rule 6.2.1

              If a Person is knowingly concerned in the contravention of a Relevant Requirement by another Person (including for the avoidance of doubt, any third party), that Person also commits a contravention of a Relevant Requirement.

              Amended (as from 19th October 2017).

            • CER Rule 6.2.2

              If an officer of a body corporate is knowingly concerned in the contravention of a Relevant Requirement committed by a body corporate, the officer also commits a contravention of a Relevant Requirement.

            • CER Rule 6.2.3

              If the affairs of a body corporate are managed by its members, CER Rule 6.2.2 applies in relation to the acts and defaults of a member in connection with his functions of management as if he were a director of the body corporate.

              Amended (as from 23rd September 2014)

            • CER Rule 6.2.4

              If a partner (or a Person purporting to act as a partner) is knowingly concerned in a contravention of a Relevant Requirement committed by a partnership in which he is a partner or by all or some of its constituent partners, he also commits a contravention of a Relevant Requirement.

            • CER Rule 6.2.5

              If an officer of an unincorporated association (other than a partnership) or a member of its governing body is knowingly concerned in a contravention of a Relevant Requirement committed by the association, that officer or member also commits a contravention of a Relevant Requirement.

            • CER Rule 6.2.6

              For the purposes of CER Rule 6.2, officer means a director, member of a committee of management, chief executive, manager, secretary or other similar officer of the body corporate or association.

              Amended (as from 23rd September 2014)

            • CER Rule 6.2.7

              For the purposes of CER Rule 6.2, a Person is knowingly concerned in a contravention of a Relevant Requirement if, and only if, that Person:

              (A) has aided, abetted, counselled, or procured the contravention;
              (B) has induced, whether by threats or promises or otherwise, the contravention;
              (C) has in any way, by act or omission, directly or indirectly, been knowingly involved in or been party to, the contravention; or
              (D) has conspired with another or others to commit the contravention.

      • Part 6: Part 6: Legal Services Code

        • 1. Application

          The QFCA Rules in this Part 6 shall be referred to as the "QFC Legal Services Code" and shall apply to all Legal Services Firms and all QFC Lawyers.

          Definitions

          In this QFC Legal Services Code:

          "Legal Professional Body" means a national, regional or state regulatory or professional association, authority, court, governmental department, society or other entity recognised by the QFCA at its discretion that regulates or licenses lawyers.

          "Legal Services Firm" means a firm that is licensed to provide Legal Services in or from the QFC.

          "QFC Lawyer" means an individual who provides Legal Services in or from the QFC on behalf of a Legal Services Firm and who, subject to 5.3 below, is licensed by a Legal Professional Body.

          "Recognised Conduct Rules" has the meaning given in General Rule 16.4.4.

          "Recognised Professional Body" has the meaning given in General Rule 16.4.4.

          "undertaking" means a pledge or promise given to a Client to do something.

          Inserted (as from 19th October 2017).

        • 2. General

          2.1 Legal Services Firms and QFC Lawyers must act in a manner which:
          a) promotes the credibility of, and confidence in, the legal profession in the State of Qatar; and
          b) is respectful of the heritage, culture and values of the State of Qatar.
          Inserted (as from 19th October 2017).

        • 3. Integrity and Trust

          3.1 Legal Services Firms and QFC Lawyers:
          a) must act honestly and with integrity;
          b) must promote and protect the rule of law and the proper administration of justice; and
          c) must not abuse the authority or responsibility of their position.
          Inserted (as from 19th October 2017).

        • 4. Client Care

          4.1 Legal Services Firms and QFC Lawyers must act in the best interests of Clients.
          4.2 Legal Services Firms and QFC Lawyers must only act for a Client on instructions from that Client, or from someone authorised to give instructions on that Client's behalf.
          4.3 Legal Services Firms and QFC Lawyers must ensure that the Legal Services or any other services that they (or any individual employed, managed or supervised by them), provide:
          (a) correspond with their Client's instructions;
          (b) are appropriate for their Client's needs;
          (c) are delivered efficiently and in a timely manner;
          (d) are, where appropriate, subject to effective supervision; and
          (e) are carried out professionally and ethically.
          4.4 Legal Services Firms and QFC Lawyers must perform all undertakings given by them by any agreed date or, if no such date has been agreed, within a reasonable time.
          4.5 Legal Services Firms and QFC Lawyers must communicate clearly, effectively and in a timely manner.
          4.6 Any fee charged by a Legal Services Firm or a QFC Lawyer must be fair and transparent.
          4.7 Legal Services Firms and QFC Lawyers must keep sufficient records of the work carried out by them and ensure that any complaints received from Clients are addressed promptly, fairly and without charge.
          Inserted (as from 19th October 2017).

        • 5. Competence

          5.1 QFC Lawyers must only act on matters where they are competent to do so.
          5.2 QFC Lawyers must maintain their professional knowledge and skills required to provide Legal Services.
          5.3 A QFC Lawyer must maintain a membership of a Legal Professional Body provided that:
          (a) a QFC Lawyer who is a Qatari national but who is not a member of a Legal Professional Body, must adhere to the requirements for lawyers of the Recognised Professional Body of which their Legal Services Firm is a member (other than those requirements relating to residency or nationality or that are practically impossible for the QFC Lawyer to comply with); and
          (b) a QFC Lawyer who is not a Qatari national and who is unable to maintain membership of a Legal Professional Body due to an inability to meet any applicable residency or nationality requirements (or any other requirements that are practically impossible for the QFC Lawyer to comply with), must adhere to the requirements for lawyers of the Recognised Professional Body of which their Legal Services Firm is a member (other than those requirements relating to residency or nationality or that are practically impossible for the QFC Lawyer to comply with).
          5.4 QFC Lawyers must comply with any applicable training and professional development requirements specified by any Legal Professional Body of which the QFC Lawyer is a member or, in the case of those QFC Lawyers referred to in 5.3(a) and (b) above, the training and professional development requirements for lawyers of the Recognised Professional Body of which their Legal Services Firm is a member.
          5.5 A QFC Lawyer must ensure that any work that they delegate is undertaken by appropriately experienced individuals.
          5.6 QFC Lawyers must ensure that any individual they manage or supervise:
          (a) is competent to provide the services delegated to them; and
          (b) maintains their professional knowledge and skills required to provide the services delegated to them.
          5.7 Legal Services Firms must ensure that each QFC Lawyer that provides Legal Services on their behalf:
          (a) is competent to carry out their role;
          (b) has and maintains their professional knowledge and skills required to provide Legal Services and;
          (c) complies with any training and professional development requirements specified by the QFCA and any Legal Professional Body of which the QFC Lawyer is a member (or in the case of those QFC Lawyers referred to in 5.3(a) and (b) above, the training and professional development requirements for lawyers of the Recognised Professional Body of which their Legal Services Firm is a member).
          Inserted (as from 19th October 2017).

        • 6. Client Money and Assets

          6.1 Legal Services Firms and QFC Lawyers must properly safeguard any Client Money and any other assets entrusted to them by Clients and others.
          6.2 All Legal Services Firms and QFC Lawyers must ensure that Clients:
          (a) are fully and clearly aware of any benefit, whether direct or indirect, that they or any individuals they employ, manage or supervise may receive as a result of any instruction to provide Legal Services; and
          (b) have given informed written consent for the Legal Services Firm or the QFC Lawyer or any individuals they employ, manage or supervise to receive such benefit.
          Inserted (as from 19th October 2017).

        • 7. Conflicts of Interest

          7.1 Legal Services Firms and QFC Lawyers must not act for a Client if their own interests conflict with that Client's interests or there is a significant risk of such a conflict.
          7.2 Legal Services Firms and QFC Lawyers must not act for two or more Clients whose interests conflict or where there is a significant risk of their interests conflicting unless:
          (a) all the Clients have given informed written consent to the Legal Services Firm or QFC Lawyer acting for them;
          (b) where appropriate, the Clients' confidential information is protected; and
          (c) the Legal Services Firm is satisfied that it is reasonable in the circumstances to do so.
          Inserted (as from 19th October 2017).

        • 8. Confidentiality and Disclosure

          8.1 Legal Services Firms and QFC Lawyers must maintain the confidentiality of Client information unless disclosure is required or permitted by law or the Client consents to its disclosure.
          8.2 QFC Lawyers must make a Client aware, and Legal Services Firms must ensure that any individual acting for a Client on a matter makes the Client aware, of all information that is material to the Client's matter of which they are aware, unless:
          (a) disclosure of such information is prohibited by law;
          (b) the Client gives informed written consent to that information not being disclosed to them;
          (c) the disclosure of the information may cause serious harm to the Client or another Person; or
          (d) the information has been mistakenly disclosed to the QFC Lawyer or individual and is subject to legal privilege.
          8.3 Legal Services Firms and QFC Lawyers must not act for a Client in a matter where they hold confidential information on behalf of another Client which is material to that matter unless:
          (a) there are effective safeguards in place to prevent disclosure of the confidential information; or
          (b) the Client on behalf of whom they hold such confidential information has given informed written consent to them acting.
          Inserted (as from 19th October 2017).

        • 9. Compliance, Co-operation and Information Requirements.

          9.1 Legal Services Firms and QFC Lawyers must comply with:
          (a) this QFC Legal Services Code; and
          (b) all applicable Rules and Regulations; and
          (c) any other applicable regulatory and legislative requirements.
          9.2 Legal Services Firms must comply with the applicable Recognised Conduct Rules and any other requirements of any Recognised Professional Body of which they are a member;
          9.3 QFC Lawyers must comply with the applicable requirements of:
          (a) any Legal Professional Body of which they are a member (or in the case of those QFC Lawyers referred to in 5.3(a) and (b) above, the requirements for lawyers of the Recognised Professional Body of which their Legal Services Firm is a member); and
          (b) any applicable Recognised Conduct Rules; and
          (c) any other requirements of any Recognised Professional Body of which their Legal Services Firm is a member and that apply to lawyers providing Legal Services on behalf of that Legal Services Firm
          provided that in the event of a conflict between:
          (i) any of the requirements in this QFC Legal Services Code and the requirements of any applicable Rules and Regulations; or
          (ii) any of the requirements in this QFC Legal Services Code and the requirements of 9.2 or 9.3 above,
          the matter shall be referred to the QFCA for resolution.
          9.4 A QFC Lawyer must assist their Legal Services Firm to comply with:
          (a) all applicable Rules and Regulations;
          (b) the Recognised Conduct Rules and any other requirements of any Recognised Professional Body applicable to their Legal Services Firm; and
          (c) any other applicable regulatory and legislative requirements.
          9.5 Legal Services Firms must ensure that QFC Lawyers that provide Legal Services on their behalf comply with this Legal Services Code and must have effective systems and controls to ensure that individuals they employ, manage or supervise comply with all applicable Rules and Regulations and all other applicable regulatory and legislative requirements. Legal Services Firms shall continue to be responsible for compliance with all applicable Rules and Regulations and all other applicable regulatory and legislative requirements where services are carried out through individuals they employ, manage or supervise.
          9.6 Legal Services Firms and QFC Lawyers must be able to demonstrate compliance with their obligations.
          9.7 Legal Services Firms and QFC Lawyers must cooperate fully and promptly with the QFCA and any other regulators that oversee the services they provide and take any remedial action required by the QFCA or such other regulator.
          9.8 Each year Legal Services Firms must provide to the QFCA in the form specified by the QFCA, information regarding their firm and any QFC Lawyers they employ. Legal Services Firms must notify the QFCA promptly of any change to, or inaccuracy or incompleteness in, information previously provided to the QFCA.
          9.9 A QFC Lawyer must provide their Legal Services Firm with any information about their practice that is required to be submitted to the QFCA and must promptly notify their Legal Services Firm of any change to, or inaccuracy or incompleteness in, such information.
          9.10 Legal Services Firms and QFC Lawyers must ensure that all information that is held by them in respect of their delivery of Legal Services is available for inspection by the QFCA.
          9.11 Legal Services Firms must respond promptly to the QFCA and provide full and accurate explanations and any information and documentation requested by the QFCA.
          9.12 Legal Services Firms and QFC Lawyers must, promptly after becoming aware thereof, report to (i) the QFCA and (ii) the Recognised Professional Body of which they are a member (in the case of a Legal Services Firm) or (iii) their Legal Services Firm and the Legal Professional Body of which they are a member (in the case of a QFC Lawyer):
          (a) a serious breach of any Rules or Regulations (including this QFC Legal Services Code); and
          (b) a serious breach of any applicable Recognised Conduct Rules or any matter which may affect their good standing with their Recognised Professional Body (in the case of a Legal Services Firm); or
          (c) any matter which may affect their good standing with their Legal Professional Body or their ability to remain a member of their Legal Professional Body (in the case of a QFC Lawyer) or in the case of those QFC Lawyers referred to in 5.3(a) and (b) above, the Recognised Professional Body of which their Legal Services Firm is a member.
          9.13 If requested to do so by the QFCA, Legal Services Firms must investigate whether there have been any serious breaches of any of the provisions referred to in 9.12 above that should be reported to the QFCA.
          9.14 A QFC Lawyer must participate in, and cooperate with, any process for handling complaints regarding the Legal Services that they or their Legal Services Firm provide.
          9.15 Legal Services Firms must monitor and manage all material risks to their business.
          Inserted (as from 19th October 2017).

        • 10. Courts, Tribunals and Evidence

          10.1 Legal Services Firms and QFC Lawyers must comply with any applicable order of any court or tribunal.
          10.2 QFC Lawyers must only make submissions that are credible and properly arguable.
          10.3 QFC Lawyers must not tamper with evidence or knowingly give false or misleading information to any court or tribunal, any governmental authority or any other Person.
          10.4 QFC Lawyers must not seek to cause a witness or any other person to alter the substance of their evidence.
          10.5 A QFC Lawyer must make the court or tribunal aware of relevant case law and legislation of which the QFC Lawyer is aware and which is likely to have a material effect on the outcome of any proceedings.
          Inserted (as from 19th October 2017).

      • Part 7: Part 7: QFC Professional Accountants' Code

        Inserted (as from 4th January 2018).

        • 1. Application

          The QFCA Rules in this Part 7 shall be referred to as the "QFC Professional Accountants' Code" and shall apply to all Accountancy Firms and QFC Accountants.

          Definitions

          In this QFC Professional Accountants' Code:

          "AAOIFI" means the Accounting and Auditing Organisation for Islamic Financial Institutions.

          "Accountancy Firm" means a firm that is licensed to provide Accountancy Services and/or Tax Services in or from the QFC.

          "Accountancy Professional Body" means an international, national, regional or state regulatory or professional association, authority, court, governmental department, society or other entity recognized by the QFCA at its discretion that regulates or licenses accountants.

          "IAASB" means the International Auditing and Assurance Standards Board of the International Federation of Accountants.

          "IESBA" means the International Ethics Standards Board for Accountants of the International Federation of Accountants.

          "QFC Accountant" means an individual who provides Accountancy Services and/or Tax Services in or from the QFC on behalf of an Accountancy Firm and who is licensed by an Accountancy Professional Body.

          "Recognised Conduct Rules" has the meaning given in General Rule 16.4.4.

          "Recognised Professional Body" has the meaning given in General Rule 16.4.4.

          Inserted (as from 4th January 2018).

        • 2. General Obligations

          2.1 An Accountancy Firm and a QFC Accountant must provide Accountancy Services and Tax Services in a manner that:
          a) promotes the credibility of, and confidence in, the accountancy profession in the State of Qatar; and
          b) is respectful of the heritage, culture and values of the State of Qatar.
          Inserted (as from 4th January 2018).

        • 3. Ethical Obligations

          3.1 An Accountancy Firm and a QFC Accountant must comply with those provisions of the code of ethics as issued and amended from time to time by the IESBA that are applicable to the services they provide.
          3.2 An Accountancy Firm and a QFC Accountant must comply with those provisions of the code of ethics as issued and amended from time to time by the AAOIFI that are applicable to the services they provide.
          Inserted (as from 4th January 2018).

        • 4. Accounting Standards

          4.1 An Accountancy Firm and a QFC Accountant must, where instructed by a Client to prepare books or records of account, balance sheets, and other financial, accounting and related documents, do so in accordance with IFRS, US GAAP and UK GAAP or such other principles or standards approved in writing by the QFCA.
          4.2 An Accountancy Firm and a QFC Accountant must, where instructed by a Client to prepare or certify a report on audits or examinations of books or records of account, balance sheets, and other financial, accounting and related documents they examine, do so in accordance with IFRS, US GAAP, UK GAAP or other principles or standards approved in writing by the QFCA.
          4.3 Where applicable, an Accountancy Firm and a QFC Accountant must apply:
          (a) the international standards as issued and amended from time to time by the IAASB; and
          (b) the accounting standards as issued and amended from time to time by the AAOIFI.
          Inserted (as from 4th January 2018).

        • 5. Client Care

          5.1 An Accountancy Firm and a QFC Accountant must perform a pledge or promise given to a Client by the agreed date or, if no such date has been agreed, within a reasonable time after the pledge or promise is given.
          5.2 An Accountancy Firm and a QFC Accountant must communicate clearly, effectively and in a timely manner.
          5.3 A fee charged by an Accountancy Firm or a QFC Accountant must be fair and transparent.
          5.4 An Accountancy Firm and a QFC Accountant must:
          (a) keep sufficient records of the work carried out by them;
          (b) ensure that any complaints received from Clients are addressed promptly, fairly and without charge; and
          (c) participate in, and cooperate with, any process for handling complaints including in respect of any regarding the Accountancy Services or Tax Services that they provide.
          Inserted (as from 4th January 2018).

        • 6. Competence

          6.1 A QFC Accountant must be a member of an Accountancy Professional Body.
          6.2 A QFC Accountant must comply with any applicable training and professional development requirements specified by any Accountancy Professional Body of which the QFC Accountant is a member.
          6.3 QFC Accountants must ensure that any individual they manage or supervise:
          (a) is competent to provide the services delegated to them; and
          (b) maintains their professional knowledge and skills required to provide the services delegated to them.
          6.4 An Accountancy Firm must ensure that each QFC Accountant that provides Accountancy Services or Tax Services on its behalf:
          (a) is competent to carry out their role;
          (b) has and maintains their professional knowledge and skills required to provide Accountancy Services or Tax Services as applicable; and
          (c) complies with any training and professional development requirements specified by the QFCA and any Accountancy Professional Body of which the QFC Accountant is a member.
          Inserted (as from 4th January 2018).

        • 7. Anti-money Laundering

          7.1 An Accountancy Firm to which the AML/CFT Rules apply must:
          (a) comply with their obligations under the AML/CFT Rules; and
          (b) have effective systems and controls to ensure compliance with any applicable requirements in the AML/CFT Rules.
          7.2 A QFC Accountant must not knowingly be concerned in the contravention by a Person of the AML/CFT Rules.
          Inserted (as from 4th January 2018).

        • 8. Compliance, Co-Operation and Information Requirements

          8.1 An Accountancy Firm and a QFC Accountant must comply with:
          (a) all applicable Rules and Regulations (including this QFC Professional Accountants' Code); and
          (b) any other applicable regulatory or legislative requirements.
          8.2 An Accountancy Firm must comply with the applicable Recognised Conduct Rules and any other requirements of any Recognised Professional Body of which it is a member provided that if an Accountancy Firm is not a member of a Recognised Professional Body, it must comply with the Recognised Conduct Rules and any other requirements of such other Recognised Professional Body as may be nominated or approved by the QFCA.
          8.3 A QFC Accountant must comply with the applicable requirements of:
          (a) any Accountancy Professional Body of which they are a member; and
          (b) any Recognised Professional Body of which their Accountancy Firm is a member (or, if an Accountancy Firm is not a member of a Recognised Professional Body, the requirements of any Recognised Professional Body the Accountancy Firm is required to comply with under this QFC Professional Accountants Code) and that apply to accountants providing Accountancy Services or Tax Services on behalf of that Accountancy Firm.
          8.4 An Accountancy Firm and a QFC Accountant must refer a conflict between:
          (a) any of the requirements in this QFC Professional Accountants' Code and the requirements of any applicable Rules and Regulations; or
          (b) any of the requirements in this QFC Professional Accountants' Code and the requirements of 8.2 or 8.3 above, to the QFCA for resolution.
          8.5 A QFC Accountant must assist their Accountancy Firm to comply with its obligations under this QFC Professional Accountants' Code.
          8.6 An Accountancy Firm must ensure that any QFC Accountant that provides Accountancy Services or Tax Services on their behalf complies with this QFC Professional Accountants' Code and must have effective systems and controls to ensure that individuals they employ, manage or supervise comply with all other applicable Rules and Regulations and all other applicable regulatory and legislative requirements. An Accountancy Firm shall continue to be responsible for compliance with all applicable Rules and Regulations and all other applicable regulatory and legislative requirements where services are carried out through individuals they employ, manage or supervise.
          8.7 An Accountancy Firm and a QFC Accountant must be able to demonstrate compliance with their obligations.
          8.8 An Accountancy Firm and a QFC Accountant must cooperate fully and promptly with the QFCA and any other regulators that oversee the services they provide and take any remedial action required by the QFCA or such other regulator.
          8.9 Each year an Accountancy Firm must provide to the QFCA in the form specified by the QFCA, information regarding their firm and any QFC Accountant they employ. An Accountancy Firm must notify the QFCA promptly of any changes to, or inaccuracy or incompleteness in, information previously provided to the QFCA.
          8.10 A QFC Accountant must provide their Accountancy Firm with any information about their practice that is required to be submitted to the QFCA and must promptly notify their Accountancy Firm of any changes to, or inaccuracy or incompleteness in, such information.
          8.11 An Accountancy Firm and a QFC Accountant must ensure that all information that is held by them in respect of their delivery of Accountancy Services or Tax Services is available for inspection by the QFCA.
          8.12 An Accountancy Firm must respond promptly to the QFCA and provide full and accurate explanations and any information and documentation requested by the QFCA.
          8.13 An Accountancy Firm and a QFC Accountant must, promptly after becoming aware thereof, report to (i) the QFCA and (ii) the Recognised Professional Body of which they are a member (in the case of an Accountancy Firm) or (iii) their Accountancy Firm and the Accountancy Professional Body of which they are a member (in the case of a QFC Accountant):
          (a) a serious breach of any Rules or Regulations (including this QFC Professional Accountants' Code); and
          (b) a serious breach of any applicable Recognised Conduct Rules or any matter which may affect their good standing with their Recognised Professional Body (in the case of an Accountancy Firm); or
          (c) any matter which may affect their good standing with their Accountancy Professional Body or their ability to remain a member of their Accountancy Professional Body (in the case of a QFC Accountant).
          8.14 If requested to do so by the QFCA, an Accountancy Firm must investigate whether there have been any serious breaches of any of the provisions referred to in 8.13 that should be reported to the QFCA.
          8.15 An Accountancy Firm must monitor and manage all material risks to its business.
          Inserted (as from 4th January 2018).

    • Single Family Office Rules

      Single Family Office Rules
      SFOR 1:
      General Provisions
      1.1 Application
      1.2 Purpose
      1.3 Interpretation
      SFOR 2:
      Single Family Offices
      2.1 Key terms
      2.2 Basic Concepts
      2.3 Key Requirements
      2.4 Licence to conduct SFO Activities
      2.5 Designated Representative
      SFOR 3:
      Change of Status
      3.1 Amendments to Articles of Association
      3.2 Revocation of registration as a Single Family Office
      3.3 Transfer of Shares
      SFOR App1:
      Prescribed Forms
      SFOR App2:
      Prescribed Fees

      • 1 1 General Provisions

        • 1.1 Application

          These Rules apply to every Person to whom the Single Family Office Regulations apply.

        • 1.2 Purpose

          The purpose of these Rules is to provide further detail in respect of the operation of the Single Family Office Regulations and to provide in particular for:

          (A) the licensing of Single Family Offices by the QFC Authority;
          (B) the recognition of Eligible Firms;
          (C) the procedure for amending the Articles of Association of a Single Family Office;
          (D) the requirements on a Single Family Office before it registers a transfer of Shares; and
          (E) the process by which the CRO may revoke the registration of a Company as a Single Family Office.

          These Rules should be read in conjunction with the Single Family Office Regulations.

        • 1.3 Interpretation

          In these Rules:

          (A) defined terms are identified by the capitalisation of the initial letter of the word or phrase; and
          (B) defined terms have the same meaning as they have in the Single Family Office Regulations, QFC Companies Regulations, QFC Authority Regulations, QFCA Rules, any other related QFC regulations or rules as relevant to the context in which they are used.

      • 2 2 Single Family Offices

        • 2.1 2.1 Key terms

          • 2.1.1 What is a Single Family Office?

            A Single Family Office is a body corporate established within the QFC for the sole purpose of providing services to and carrying on activities in relation to a Single Family in accordance with the Single Family Office Regulations.

          • 2.1.2 What is a Single Family?

            A Single Family is a family made up of a group of individuals all of whom are the bloodline descendants of a common ancestor or their spouses (including widows and widowers, whether or not remarried), and subject to such other limitations or conditions agreed with or specified by the QFC Authority.

            Note: The Single Family Office Regulations provide further definitions for "Family Entity" and "Family Fiduciary Structure".

          • 2.1.3 Who is a Designated Representative?

            A Designated Representative is a natural person appointed by a Single Family Office in accordance with Article 20 of the Single Family Office Regulations to act as a point of contact for the QFC Authority. The function of the Designated Representative is a Registered Function for the purpose of the QFCA Rules.

        • 2.2 2.2 Basic Concepts

          • 2.2.1 Scope of Licence

            A Single Family Office may only carry out SFO Activities to the extent that it is permitted to carry out such activities under its Licence. A Single Family Office may not carry on any Regulated Activity in or from the QFC without the prior authorisation of the Regulatory Authority. A Single Family Office may only provide services to a Single Family and must not hold itself out to or solicit business from third parties.

        • 2.3 2.3 Key Requirements

          • 2.3.1 Licence

            An application to the QFC Authority for a Licence to conduct SFO Activities must be accompanied by a letter from an Eligible Firm which confirms that various threshold conditions for the granting of a Licence have been fulfilled. The Rules in 2.4 set out the process for seeking a Licence, the criteria that the QFC Authority will apply in determining whether to grant a Licence and the conditions pursuant to which an entity in or outside the QFC may act as an Eligible Firm.

          • 2.3.2 Registration

            A Company may be registered by the CRO as a Single Family Office under Article 16 of the Single Family Office Regulations if:

            (A) it fulfils all the requirements for incorporation under the Companies Regulations;
            (B) it fulfils the requirements under the Single Family Office Regulations, namely the requirements under Article 19 relating to the Articles of Association of the Company; and
            (C) it has received a Licence from the QFC Authority to conduct SFO Activities.

          • 2.3.3 Designated Representative

            A Single Family Office is obliged to appoint a Designated Representative to act as a point of contact with the QFC Authority. The appointment of the Designated Representative is not subject to the approval of the QFC Authority but the Single Family Office is required to ensure that the proposed person meets certain criteria. The QFC Authority may require the Single Family Office to appoint an alternative Designated Representative if for any reason it considers that a Designated Representative does not satisfy or has ceased to satisfy these criteria.

        • 2.4 2.4 Licence to conduct SFO Activities

          • 2.4.1 Application to conduct SFO Activities

            An applicant seeking permission to conduct SFO Activities must:

            (A) complete the Prescribed Form in Appendix 1 and file it with the QFC Authority;
            (B) attach a letter from an Eligible Firm complying with the requirements of Article 18 of the Single Family Office Regulations;
            (C) attach a statement signed by the applicant or its Designated Representative containing the information set out in Article 15.5 of the Single Family Office Regulations;
            (D) provide such additional material as may be required by the QFC Authority; and
            (E) pay the Prescribed Fee stated in Appendix 2 to the QFC Authority.

          • 2.4.2 Eligible Firm

            1) For the purposes of Articles 18 and 22.2 of the Single Family Office Regulations an Eligible Firm means:
            (A) an entity established in the QFC with a Licence to provide accounting, tax, legal or management services:
            (B) subject to (2), an entity established in the QFC with a Licence to provide services other than those stated in (A);
            (C) subject to (3), an entity established in a jurisdiction other than the QFC.
            2) Before the QFC Authority recognises a letter issued by an entity established in the QFC with a Licence to provide services other than those stated in (1)(A), the incorporators (in the case of Article 18) or the Single Family Office (in the case of Article 22.2) must satisfy the QFC Authority that:
            (A) the entity has the necessary expertise to opine on the matters stated in the letter required by either Article 18 or Article 22.2 as appropriate;
            (B) the entity has adequate professional indemnity insurance which provides cover in respect of the work required; and
            (C) it meets any other requirements prescribed by the QFC Authority.
            3) Before the QFC Authority recognises a letter issued by an entity established outside the QFC, the incorporators (in the case of Article 18) or the Single Family Office (in the case of Article 22.2) must satisfy the QFC Authority that:
            (A) the entity has the necessary expertise to opine on the matters stated in the letter required by either Article 18 or Article 22.2 as appropriate;
            (B) the entity is subject in its home jurisdiction to licensing and ongoing monitoring of the relevant aspects of its activities;
            (C) the body or bodies that granted the entity's licence and monitors its activities are able to exercise sufficient disciplinary actions over the applicant;
            (D) the entity has adequate professional indemnity insurance which provides cover in respect of work undertaken in the QFC; and
            (E) the entity meets any other requirements prescribed by the QFC Authority.

          • 2.4.3 Licensing Criteria

            When assessing an application to conduct SFO Activities, the QFC Authority may consider any of the following criteria, as well as any other criteria which in its sole discretion it considers relevant in order to further the QFC Authority's Objectives as set out 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 , Money Laundering and the Terrorist Financing Reporting Function and the Designated Representative function;
            (C) the fitness and propriety of the Persons who control the applicant;
            (D) the procedures and resources with which it will ensure compliance with the AML/CFT Rules;
            (E) the professional memberships, if any, held by individuals employed by the applicant;
            (F) the ownership of the applicant, including the identity of all Persons who control the applicant;
            (G) with respect to the holding of Client Money, the procedures by which it proposes to ensure compliance with LFAR;
            (H) the adequacy of business continuity arrangements and IT systems upon which the applicant intends to rely; and
            (I) such other criteria as the QFC Authority may consider relevant or necessary.

        • 2.5 2.5 Designated Representative

          • 2.5.1 Application of General Rules

            A Single Family Office must comply with the following General Rules in the QFCA Rules in respect of a Designated Representative:

            (A) 12 Notification of Registered Functions;
            (B) 13 Fitness and Propriety;
            (C) 14 Competence, Training and Supervision; and
            (D) 15 Performance of Registered Functions.

      • 3 3 Change of Status

        • 3.1 Amendments to Articles of Association

          1) Article 19.5 provides that a Single Family Office must give no less than twenty-one days' prior written notice to the QFC Authority of any proposal to amend its Articles of Association and that the QFC Authority may consult with the QFC Authority and Regulatory Authority as appropriate and object to the proposed amendment if it is not in line with the status of a Single Family Office.
          2) A Single Family Office must provide notice to the QFC Authority of such proposed amendment using the Prescribed Form in Appendix 1 and pay the Prescribed Fee stated in Appendix 2 to the QFC Authority.
          3) The Single Family Office's application must include:
          (A) a copy of the proposed amended Articles of Association;
          (B) a detailed description of the reasons for the proposed amendment;
          (C) confirmation that the proposed amended Articles of Association still comply with the requirements of Article 19.2 and 19.3; and
          (D) an explanation as to why the proposed amendment is in line with the status of the Company as a Single Family Office.
          4) The twenty-one day period prescribed in Article 19.5 will not begin until the Single Family Office submits an application conforming in all respects to the above criteria.

        • 3.2 Revocation of registration as a Single Family Office

          1) The CRO may revoke the registration of a Company as a Single Family Office:
          (A) on the application of the Single Family Office itself if the condition in (3) is met; or
          (B) on the application of the QFC Authority.
          2) The CRO shall revoke the registration of a Company as a Single Family Office by amending the public register so as to remove the words "SFO Activities" from the section indicating the business activities of the Company.
          3) A Single Family Office may not apply to the CRO for the revocation of its registration as a Single Family Office until it has complied with Article 26.3 (a) to (d) of the Single Family Office Regulations and been issued with an amended Licence by the QFC Authority and, where applicable, an authorisation by the QFC Regulatory Authority.
          4) A Single Family Office applying to the CRO for the revocation of its registration as a Single Family Office must:
          (A) complete the Prescribed Form in Appendix 1 and file it with the CRO;
          (B) provide such additional material as may be required by the CRO; and
          (C) pay the Prescribed Fee stated in Appendix 2 to the CRO.
          5) The CRO may not deregister a Single Family Office on the application of the Single Family Office itself unless it has received written notice from the QFC Authority confirming that the Single Family Office is no longer performing SFO Activities.

        • 3.3 Transfer of Shares

          1) Article 19.4 of the Single Family Office Regulations provides that the Articles of Association of a Single Family Office must provide that no transfer of shares in the Single Family Office shall take effect unless the QFC Authority has confirmed in writing that it is satisfied that the transfer will not affect the status of the Single Family Office.
          2) A Single Family Office applying for the QFC Authority's confirmation under Article 19.4 must:
          (A) complete the Prescribed Form 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 Prescribed Fee stated in Appendix 2 to the QFC Authority.
          3) Before the QFC Authority confirms that it does not object to such a transfer, the Single Family Office must satisfy the QFC Authority that the proposed transfer will not affect the status of the Single Family Office.

      • App 1 Prescribed Forms

        For the purpose of the Single Family Office Regulations and these Rules the Prescribed Forms are listed in the table below.

        Purpose Relevant Article or Rule Form
        Application to conduct SFO Activities Rule 2.4.1 Q01
        Application to amend the Articles of Association of a Single Family Office Rule 3.1 Q07
        Application for the revocation of registration of a Single Family Office Rule 3.2 Q07
        Application for QFC Authority's confirmation relating to a transfer of shares Rule 3.3 Q07
        Application for the incorporation and registration of a Single Family Office Article 15 CRO1

      • App 2 Prescribed Fees

        For the purpose of the Single Family Office Regulations and these Rules the Prescribed Fees are listed in the table below.

        Purpose Relevant Article or Rule Fee USD
        Application to conduct SFO Activities Rule 2.4.1 5000
        Application to amend the Articles of Association of a Single Family Office Rule 3.1 200
        Application for the revocation of registration of a Single Family Office Rule 3.2 Nil
        Application for QFC Authority's confirmation relating to a transfer of shares Rule 3.3 Nil
        Application for the incorporation and registration of a Single Family Office Article 15 Nil

    • Special Company Rules

      Special Company Rules
      SCR 1:
      General Provisions
      1.1 Application
      1.2 Purpose
      1.3 Interpretation
      SCR 2:
      Special Purpose Companies
      2.1 Key terms
      2.2 Basic Concepts
      2.3 Key Requirements
      2.4 Licence to conduct Special Purpose Company Activities
      2.5 Support Services Provider
      2.6 Application of the QFC Companies Regulations to Special Purpose Companies
      SCR 3:
      Holding Companies
      3.1 Key Terms
      3.2 Basic Concepts
      3.3 Key Requirements
      3.4 Licence to conduct Holding Company Activities
      3.5 Notification to the QFC Authority of Formation or dissolution of Subsidiary outside the QFC
      SCR 4:
      Incorporation and Registration of Special Companies
      4.1 Incorporation of a Special Company
      4.2 Registration by the CRO as a Special Company
      SCR 5:
      Amendment of Articles of Association
      SCR App1:
      Prescribed Forms
      SCR App2:
      Prescribed Fees
      SCR App3:
      Standard Articles of Association — Holding Companies
      SCR App4:
      Standard Articles of Association — Special Purpose Companies

      • 1. 1. General Provisions

        • 1.1. Application

          These Rules apply to every Person to whom the QFC Special Company Regulations apply.

        • 1.2. Purpose of these Rules

          The purpose of these Rules is to provide further detail in respect of the operation of the QFC Special Company Regulations and to provide in particular for:

          (A) the incorporation, licensing and registration of Special Companies;
          (B) the approval of Support Services Providers;
          (C) the application of various aspects of the QFC Companies Regulations and QFC Insolvency Regulations to Special Companies; and
          (D) various notification requirements placed upon Special Companies by the QFC Authority and the CRO.

          These Rules should be read in conjunction with the QFC Special Company Regulations.

          Amended (as from 19th October 2017).

        • 1.3. Interpretation

          In these Rules:

          (A) defined terms are identified by the capitalisation of the initial letter of the word or phrase; and
          (B) defined terms have the same meaning as they have in the QFC Special Company Regulations, the QFC Insolvency Regulations, the QFC Companies Regulations, the QFC Authority Regulations, the QFCA Rules, any other related QFC regulations or rules as relevant to the context in which they are used.
          Amended (as from 19th October 2017).

      • 2. 2. Special Purpose Companies

        • 2.1 2.1 Key Terms

          • 2.1.1. What is a Special Purpose Company?

            A Special Purpose Company is a company incorporated under the QFC Companies Regulations and registered by the CRO as a Special Purpose Company. A Special Purpose Company may only be established for the Purpose of a Transaction.

            Amended (as from 19th October 2017).

          • 2.1.2. [Deleted]

            Deleted (as from 19th October 2017).

          • 2.1.2. What are Special Purpose Company Activities?

            Subject to the terms of its Licence, a Special Purpose Company may only carry out one or more of the Special Purpose Company Activities set out in Article 9 of the QFC Special Company Regulations.

            Amended (as from 19th October 2017).

          • 2.1.3. What is a Support Services Provider?

            A Support Services Provider is a body corporate, partnership or limited liability partnership approved by the QFC Authority to provide Corporate and Administrative Services to a Special Company.

            Amended (as from 19th October 2017).

          • 2.1.4. What are Corporate and Administrative Services?

            In relation to a Support Services Provider, Corporate and Administrative Services include:

            (A) management and administrative services;
            (B) services as a registered agent, director or similar officer (including, where permitted, to provide the Senior Executive Function);
            (C) provision of a registered office, place of business or address; and
            (D) (D) any of the services above, and such other services as may be prescribed or directed from time to time by the QFC Authority.
            Amended (as from 19th October 2017).

        • 2.2 2.2 Basic Concepts

          • 2.2.1. Scope of Licence

            A Special Purpose Company may only carry out Special Purpose Company Activities to the extent that it is permitted to carry out such activities under its Licence. A Special Purpose Company may not carry on any Regulated Activities in or from the QFC without the prior authorisation of the Regulatory Authority.

          • 2.2.2. Application of the QFC Companies Regulations

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

            Amended (as from 19th October 2017).

          • 2.2.3. Application of the QFC Insolvency Regulations

            A Special Purpose Company is subject to the provisions of the QFC Insolvency Regulations, subject to certain modifications and exemptions:

            (A) a Special Purpose Company can only be wound up voluntarily under Article 58 if it has no outstanding liabilities;
            (B) in relation to a Special Purpose Company, any reference to "the Company's property" is a reference to any property of the Special Purpose Company other than property under administration;
            (C) a Special Purpose Company has no preferential debts or preferential creditors within the meaning of Article 148;
            (D) Special Purpose Company Activities and any obligations arising from such activities are exempt from the liquidator's power to disclaim onerous property under Article 92; and
            (E) a Special Purpose Company is exempt from Article 143 (Preferences) and Article 145 (Invalid security interests).
            Amended (as from 19th October 2017).

        • 2.3 2.3 Key Requirements

          • 2.3.1 Licence

            A Licence to conduct Special Purpose Company Activities may be granted by the QFC Authority. A Special Purpose Company is exempt from certain licensing requirements ordinarily applied to Companies by the QFC Authority, including the requirement to maintain physical office space in the QFC where a registered address in the QFC can be provided by its Support Services Provider. The Rules in 2.4 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.

          • 2.3.2 Registration

            A Company may be registered by the CRO as a Special Purpose 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 Special Purpose Company Activities. Rules as to the manner and circumstances in which the CRO may register a Company as a Special Purpose Company are set out at 4.2 below.

            Amended (as from 19th October 2017).

          • 2.3.3 Support Services Provider

            Subject to Article 27.2 of the QFC Special Company Regulations, a Special Purpose Company is required to appoint and retain at all times a Support Services Provider to provide it with one or more Corporate and Administrative Services, and such other services as may be prescribed or directed from time to time by the QFC Authority. A Support Services Provider may be a body corporate, a partnership or a limited liability partnership established either inside or outside the QFC but in either case must be approved by the QFC Authority. Rules as to the process by which the QFC Authority will approve Support Services Providers are set out at 2.5.2.

            Amended (as from 19th October 2017).

        • 2.4 2.4 Licence to conduct Special Purpose Company Activities

          • 2.4.1 Application to conduct Special Purpose Company Activities

            An applicant seeking permission to conduct Special Purpose 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).

          • 2.4.2 Licensing Criteria

            When assessing an application to conduct Special Purpose 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 as set out 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 the Beneficial Owners of the applicant;
            (E) whether the Purpose of the Transaction is in the interests of the QFC or 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).

        • 2.5 2.5 Support Services Provider

          • 2.5.1 Register of Approved Support Services Providers

            The CRO will maintain the register of approved Support Services Providers by recording the following information in respect of current and former registered approved Support Services Providers:

            (A) full name;
            (B) address;
            (C) date of registration as an approved Support Services Provider; and
            (D) if applicable, date of cessation of registration as a Support Services Provider.

          • 2.5.2 Approved Support Services Provider

            (1) The following categories of applicants may apply to the QFC Authority to be entered on the register of approved Support Services Providers maintained by the CRO:
            (A) a body corporate incorporated in the QFC or a partnership or limited liability partnership established in the QFC with, in each case, a Licence to conduct the Permitted Activities set out in paragraphs 12, 13 and 14 of Schedule 3 of the QFC Law; and
            (B) subject to 2.5.2 (4), a body corporate, partnership or limited liability partnership established in a jurisdiction other than the QFC.
            (2) In making an application under 2.5.2 (1) to be registered, an applicant 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.
            (3) Subject to 2.5.2 (4), before the QFC Authority approves an applicant to appear on the register an applicant must satisfy the QFC Authority that:
            (A) it is fit and proper to be registered as a Support Services Provider, taking into account such criteria as the QFC Authority may consider relevant in its absolute discretion, including but not limited to the applicant's:
            (1) background and history;
            (2) professional memberships;
            (3) ownership and Group; and
            (4) staffing;
            (B) it has adequate professional indemnity insurance which provides cover in respect of work undertaken in the QFC; and
            (C) it meets any other requirements prescribed by the QFC Authority.
            (4) Where the applicant is established in a jurisdiction other than the QFC, the QFC Authority must be satisfied that:
            (A) the applicant is subject in that jurisdiction to licensing and ongoing monitoring of the relevant aspects of its activities;
            (B) that the body or bodies that granted the applicant's licence and monitor its activities is or are able to exercise sufficient disciplinary actions over the applicant;
            (C) that the applicant has notified its licenser and monitoring body of its intent to register in the QFC; and
            (D) that the applicant is in good standing with its licenser and monitoring body.
            (5) Where the QFC Authority approves an applicant to appear on the register, the QFC Authority will inform the applicant in writing of the range of services that it is permitted to provide to a Special Company.
            (6) If at any time after registration, a Support Services Provider no longer meets the requirements for registration as an approved Support Services Provider, the Support Services Provider must immediately inform the QFC Authority in writing using the form prescribed in Appendix 1.
            Amended (as from 19th October 2017).

          • 2.5.3 Requirement to file assessment by third party

            (1) The QFC Authority may require a Support Services Provider to file with the QFC Authority:
            (A) at the time of filing an application for approval and registration; and
            (B) at the time of payment of the annual fee or by such later time as the QFC Authority may direct;
            an assessment completed within the preceding three months by a firm or body approved for this purpose by the QFC Authority addressing such matters relating to the Support Services Provider as notified by the QFC Authority.
            (2) If, upon receiving an assessment filed pursuant to 2.5.3 (1), the QFC Authority forms the view that the Support Services Provider is no longer fit and proper to be on the register of approved Support Services Providers, the QFC Authority may cancel the registration of the Support Services Provider.
            3) The Support Services Provider must pay for the services of the firm or body undertaking the assessment pursuant to 2.5.3 (1).
            Amended (as from 19th October 2017).

          • 2.5.4 Annual Fees

            A Support Services Provider must pay the annual fee prescribed in Appendix 2 to remain on the register of approved Support Services Providers.

            Amended (as from 19th October 2017).

        • 2.6 2.6 Application of the QFC Companies Regulations to Special Purpose Companies

          • 2.6.1 Nominee Shareholders

            (1) Article 12.2 of the QFC Special Company Regulations provides that a body corporate incorporated outside the QFC may not be registered as a nominee Shareholder of a Special Purpose Company unless the QFC Authority has confirmed in writing that it does not object to the entity acting as a nominee.
            (2) A Special Purpose Company applying for the QFC Authority's non-objection to the appointment of such a body corporate as a nominee Shareholder 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.
            (3) Before the QFC Authority confirms that it does not object to such an appointment, the Special Purpose Company must satisfy the QFC Authority that the proposed nominee:
            (A) is fit and proper;
            (B) has adequate financial resources;
            (C) has adequate internal governance arrangements; and
            (D) satisfies such other criteria as the QFC Authority may specify in its absolute discretion.
            Amended (as from 19th October 2017).

          • 2.6.2 Transfers of Shares

            (1) Article 12.3 of the QFC Special Company Regulations provides that a Special Purpose Company may not register a transfer of shares in the Special Purpose Company until the QFC Authority has confirmed in writing that it does not object to such a transfer.
            (2) A Special Purpose 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 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 Special Purpose Company must satisfy the QFC Authority that the proposed transferee is fit and proper to be registered as a Shareholder of the Special Purpose Company.
            Amended (as from 19th October 2017).

      • 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).

      • 4. 4. Incorporation and Registration of Special Companies

        • 4.1 Incorporation of a Special Company

          An applicant for the incorporation of a Company for the purpose of conducting Special Purpose Company Activities or Holding Company Activities must:

          (A) complete and file with the CRO an application in the form prescribed in Appendix 1;
          (B) attach to the application the written undertaking prescribed by Article 24.1 of the QFC Special Company Regulations;
          (C) provide such additional material as may be required by CRO including details of the Beneficial Owners of the applicant; and
          (D) pay the fee prescribed in Appendix 2 to the CRO.
          Amended (as from 19th October 2017).
          Amended (as from 6th July 2021).

        • 4.2 4.2 Registration by the CRO as a Special Company

          • 4.2.1 Meaning of registration

            A Company is registered as a Special Purpose Company or a Holding Company where the public register maintained by the CRO states that the business activities of the Company are "Special Purpose Company Activities" or "Holding Company Activities" respectively.

            Amended (as from 19th October 2017).

          • 4.2.2 Conditions for registration

            (1) The CRO may not register a Company as a Special Company unless:
            (A) the Articles of Association of the Company comply with the conditions stated in Article 25 of the QFC Special Company Regulations; and
            (B) the QFC Authority has granted a Licence to the Company to conduct Special Purpose Company Activities or Holding Company Activities as applicable.
            Amended (as from 19th October 2017).

          • 4.2.3 Articles of Association

            For the purposes of Article 49 of the Companies Regulations and Article 25 of the QFC Special Company Regulations, the articles of association set out in Appendix 3 and Appendix 4 of these Rules are prescribed as the standard articles of association for Special Purpose Companies and Holding Companies respectively.

            Inserted (as from 19th October 2017).

          • 4.2.4 Annual fee

            1) A Special Company must pay the annual fee prescribed in Appendix 2 to the QFC Authority.
            2) If a Special Company fails to pay the annual fee prescribed in Rule 4.2.4 (1) of these Rules the QFC Authority may apply to the CRO to revoke the status of the Special Company under Rule 4.2.5 of these Rules.
            Amended (as from 19th October 2017).

          • 4.2.5 Revocation of status by the CRO

            (1) The CRO may revoke the status of a Special Company:
            (A) on the application of the Special Company itself if the condition in 4.2.5 (3) is met; or
            (B) on the QFC Authority's own initiative.
            (2) The CRO shall revoke the status of a Company as a Special Purpose Company or a Holding Company by amending the public register so as to remove the words "Special Purpose Company Activities" or "Holding Company Activities", as appropriate, from the section indicating the business activities of the Company.
            (3) A Special Company may not apply to the CRO for the revocation of its status as a Special Company until it has complied with the relevant requirements of Article 29.2 of the QFC Special Company Regulations and it has been issued with an amended Licence by the QFC Authority and, where applicable, an authorisation by the QFC Regulatory Authority.
            (4) A Special Company applying to the CRO for the revocation of its status as a Special Company must:
            (A) complete the form prescribed in Appendix 1 and file it with the CRO;
            (B) provide such additional material as may be required by the CRO; and
            (C) pay the fee prescribed in Appendix 2 to the CRO.
            (5) The CRO may not revoke the status of a Special Company on the application of the Special Company itself unless it has received written notice from the QFC Authority confirming that the Special Company is no longer performing Special Purpose Company Activities or Holding Company Activities as appropriate.
            Amended (as from 19th October 2017).

      • 5. Amendment of Articles of Association

        (1) Article 25.5 of the QFC Special Company Regulations provides that a Special Company must give no less than twenty-one days' prior written notice to the CRO of any proposal to amend its Articles of Association and that the CRO may consult with the QFC Authority and Regulatory Authority as appropriate and object to the proposed amendment if it is not in line with the status of a Special Company.
        (2) A Special Company must provide notice to the CRO of such proposed amendment using the form prescribed in Appendix 1 and pay the fee prescribed in Appendix 2 to the CRO.
        (3) The Special Company's application must include:
        (A) a copy of the proposed amended Articles of Association;
        (B) a detailed description of the reasons for the proposed amendment;
        (C) confirmation that the proposed amended Articles of Association still comply with the requirements of Article 25 of the QFC Special Company Regulations; and
        (D) an explanation as to why the proposed amendment is in line with the status of the Company as a Special Company.
        (4) The twenty-one day period prescribed in Article 25.5 of the QFC Special Company Regulations will not begin until the Special Company submits an application conforming in all respects to the above criteria.
        Amended (as from 19th October 2017).

      • App 1 Prescribed Forms

        For the purpose of the QFC Special Company Regulations and these Rules the Prescribed Forms are listed in the table below.

        Purpose Relevant Article or Rule Form
        Application to conduct Special Purpose Company Activities Rule 2.4.1 Q01
        Application for approval as a Support Services Provider Rule 2.5.2 Q01/Q04
        Notification that a Support Services Provider no longer meets registration requirements Rule 2.5.2 Q14
        Application by an entity established outside the QFC for approval as a nominee Shareholder Rule 2.6.1 Q14
        Application for non-objection to a transfer of shares in a Special Company Rule 2.6.2 and 3.6 Q14
        Application to conduct Holding Company Activities Rule 3.4.1 Q01
        Notification of incorporation or dissolution of a Subsidiary Rule 3.5 Q14
        Application for the incorporation and registration a Special Company Rule 4.1 CRO1
        Application for the revocation of status of a Special Company Rule 4.2.5 Q07
        Application to amend the Articles of Association of a Special Company Article 25.5 and Rule 5 Q07
        Change to the directors or secretary of a Special Company Articles 14.9 and 20A.9 Q07
        Change concerning a Special Company's Support Services Provider Articles 16.1(a) and 23A(1) Q14
        Change concerning a Special Company's Shareholders and/or Beneficial Owners Articles16.1(b) and 23A.1(b) Q07
        Amended (as from 19th October 2017).

      • App 2 Prescribed Fees

        For the purpose of the QFC Special Company Regulations and these Rules the Prescribed Fees are listed in the table below.

        Purpose Relevant Article or Rule Fee USD
        Application to conduct Special Purpose Company Activities 2.4.1 5000
        Application for approval as a Support Services Provider 2.5.2 500
        Annual Fee payable by a Support Services Provider 2.5.4 500
        Application by an entity established outside the QFC for approval as a nominee Shareholder 2.6.1 Nil
        Application for non-objection to a transfer of shares in a Special Company 2.6.2 and 3.6 Nil
        Application to conduct Holding Company Activities 3.4.1 5000
        Application for the incorporation a Special Company 4.1 Nil
        Annual fee for a Special Company 4.2.4 500
        Application for the revocation of status of a Special Company 4.2.5 Nil
        Application to amend the Articles of Association of a Special Company Article 25.2 and 5 200
        Change to the directors or secretary of a Special Company Article 14.9 and 20A.9 200
        Change concerning a Special Company's Support Services Provider Article 16.1(a) and 23A(1) 200
        Change concerning a Special Company's Shareholders (not including changes to Beneficial Owners) Article 16.1(b) and 23A.1(b) 200
        Amended (as from 19th October 2017).

      • App 3 Standard Articles of Association — Holding Companies

        For the purposes of Article 25 of the QFC Special Company Regulations and these Rules, these are the 'Standard Articles of Association' for a Holding Company.

        INTERPRETATION

        1. In these articles:
        (A) "the Companies Regulations" means the QFC Companies Regulations 2005;
        (B) "the Special Company Regulations" means the QFC Special Company Regulations No. 5 of 2012;
        (C) "the Regulations" means the Companies Regulations and the Special Company Regulations, together;
        (D) Holding Company means a company incorporated under the Special Company Rules and Special Company Regulations of the QFC;
        (E) unless otherwise indicated, words or expressions contained in these articles bear the same meaning as in the Regulations;
        (F) use of the singular includes the plural and vice versa and any one gender includes the other gender and any reference to 'persons' includes natural persons, firms, partnerships, companies and corporations;
        (G) the clause and paragraph headings in these articles are for convenience only and will not affect the interpretation of these articles;
        (H) "written" or "in writing" includes all modes of representing or reproducing words in visible form, including in the form of electronic mail;
        (I) "shall" must be construed as imperative and 'may' shall be construed as "permissive";
        (J) a reference to a law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
        (K) any phrase introduced by the terms "including", "include', "in particular" or other similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
        (L) headings are inserted for reference only and shall be ignored in construing these articles.

        PURPOSE

        2. The purposes of the Holding Company is to hold assets and ancillary activities related thereto and the activities that it is permitted to carry on will be limited to those Holding Company Activities as approved by the QFC Authority in its Licence to the Holding Company, from time to time.
        3. The Holding Company shall not carry on any activities of the type described in Paragraphs 1 to 9, Part 1, Schedule 3 of the QFC Law in or from the QFC by way of business.
        4. The Holding Company must not engage in any Regulated Activity with any third party that does not form part of its Holding Company Group unless it is duly authorised by the Regulatory Authority in relation to the conduct of such Regulated Activity.

        SHARE CAPITAL

        5. Subject to the Regulations, and without prejudice to any rights attached to any existing shares, shares may be issued with such rights or restrictions as the Holding Company may by resolution determine.
        6. Subject to the Regulations, the Holding Company may issue, or convert existing non-redeemable shares, whether issued or not, into redeemable shares at the option of the Holding Company or the Member.
        7. No person may be recognised by the Holding Company as holding any share upon trust.

        SHARE CERTIFICATES

        8. Unless the conditions of allotment of the shares otherwise provide, the Holding Company shall provide to every member:
        (A) a share certificate for the shares of each class allotted to him;
        (B) a share certificate for the shares transferred to him; and
        (C) upon transferring a part of his shares, of any class, a share certificate for the balance of his holding.
        Such share certificate shall be provided without payment but if the member requires additional share certificates, the Holding Company may charge a reasonable fee for every share certificate after the first share certificate.
        9. Every share certificate shall specify the number, class and distinguishing numbers of the shares to which it relates.
        10. If a share certificate is lost or destroyed, it may be replaced on such terms which may include indemnity and payment of reasonable expenses as the directors may determine. If a share certificate is defaced or worn out, it may be replaced on delivery of the old certificate upon the payment of such fee as the directors may determine.

        TRANSFER OF SHARES

        11. No transfer of shares in the Holding Company shall take effect until the QFC Authority has confirmed in writing that it does not object to such transfer.
        12. The instrument of transfer of a share may be in any form which the directors may approve and shall be executed by or on behalf of the transferor.
        13. The directors may refuse to register the transfer of a share to a person of whom they do not approve and they may refuse to register the transfer of a share unless:
        (A) the instrument of transfer, the share certificate and any other evidence that the directors may reasonably require, are filed at the registered office;
        (B) the transfer is in respect of only one class of shares; and
        (C) the transfer is in favour of not more than four transferees.
        14. If the directors refuse to register a transfer of a share, they shall within one month notify the transferee accordingly.
        15. The directors may suspend the registration of transfers of shares at such times and for such periods as determined by them.
        16. The Holding Company may charge a reasonable fee for the registration of any instrument of transfer.
        17. The Holding Company shall retain any instrument of transfer which is registered.
        18. The Holding Company will not carry out any transfer of shares without following the relevant requirements and procedures set out in the QFC Special Company Regulations and the Special Company Rules.

        TRANSMISSION OF SHARES

        19. If a member dies his personal representative and, where he was a joint holder, the survivor or survivors shall be the only persons recognised by the Holding Company as having title to the shares.
        20. A person becoming entitled to a share in consequence of the death or bankruptcy of a member shall be registered as a member upon giving notice to the Holding Company and upon registration he shall have the same rights as the holders of the same class of shares.

        ALTERATION OF SHARE CAPITAL

        21. The Holding Company may by resolution:
        (A) increase its share capital by creating new shares;
        (B) consolidate and divide all or any of its shares (whether issued or not) into shares of larger amount than its existing shares;
        (C) sub-divide its shares, or any of them, into shares of smaller amount; and
        (D) cancel shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of the Holding Company's share capital by the amount of the shares so cancelled.
        22. Any fractions of shares resulting from a consolidation of shares may be sold by the directors on behalf of the members and the net proceeds distributed proportionately amongst those members.
        23. The Holding Company may, in accordance with the Regulations, reduce its share capital in any way and on such terms as it may decide.

        PURCHASE OF OWN SHARES

        24. Subject to the provisions of the Regulations, the Holding Company may purchase its own shares.

        GENERAL MEETINGS

        25. The Holding Company is not required to hold a general meeting however, to the extent that the Holding Company calls a general meeting of members, the provisions set out below shall apply.
        26. All general meetings other than annual general meetings shall be called extraordinary general meetings.
        27. The directors may, and on the requisition of members in accordance with the Regulations, shall, call extraordinary general meetings.

        REQUISITION AND NOTICE OF GENERAL MEETINGS

        28. If the Holding Company holds a general meeting, an annual general meeting and an extraordinary general meeting shall be called by at least twenty-one days' notice to all the members, the directors and auditors.
        29 Such notice of general meeting shall specify the time and place of the meeting and the general nature of the matters to be considered. A notice of meeting in respect of an annual general meeting shall in addition specify that it is in respect of an annual general meeting.
        30. The proceedings of a meeting are not invalid solely because of the inadvertent failure to give notice of the meeting to, or the failure to receive notice of a meeting by, any person entitled to receive such notice.

        PROCEEDINGS AT GENERAL MEETINGS

        31. No meeting shall take place unless a quorum is present. Two persons entitled to vote shall constitute a quorum.
        32. If a quorum is not present within half an hour from the time stated for the meeting, the meeting shall be adjourned to a place and time determined by the directors. If during the meeting a quorum ceases to be present the meeting shall be adjourned to a place and time determined by the directors.
        33. The chairman of the board of directors shall chair the meeting. If the chairman of the board of directors is not present or willing to act within fifteen minutes of the stated time for commencement of the meeting, and in the absence of a nominee, another director elected by the directors present shall chair the meeting. If no directors are present or willing to chair the meeting, then the members shall elect one of their members to chair the meeting.
        34. Regardless of whether he is a member, a director is entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the Holding Company.
        35. The chairman may adjourn the meeting with the consent of the majority of the votes at the meeting. No matters shall be considered at an adjourned meeting other than matters that might have been considered at the meeting had the adjournment not taken place. It is not necessary to give notice of the adjourned meeting unless the meeting was adjourned for fourteen days or more, in which case at least seven days' notice shall be given specifying the time and place of the adjourned meeting and the general nature of the matters to be considered.
        36. Unless a poll is demanded, a resolution put to the vote shall be decided on a show of hands. A poll may be demanded before or on the declaration of the result of a vote by show of hands:
        (A) by the chairman;
        (B) by at least two members having the right to vote at the meeting; or
        (C) by a member representing not less than 5% of the total voting rights of all the members having the right to vote.
        37. Unless a poll is demanded the chairman may declare that a resolution has been carried or lost by a particular majority. The entry in the minutes of the meeting of that declaration shall be conclusive evidence of the result of the resolution.
        38. The chairman may consent to the withdrawal of the demand for a poll.
        39. A poll shall be taken in the manner the chairman directs and the result shall be the resolution of the meeting at which the poll was demanded.
        40. The chairman shall have the deciding vote in the case of an equality of votes.
        41. A poll demanded on the election of a chairman or on an adjournment shall be taken immediately. A poll demanded on any other question shall be taken as the chairman directs but not more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll is demanded.
        42. Seven days' notice shall be given specifying the time and place at which a poll shall be taken unless the time and place is announced at the meeting at which the poll is demanded.
        43. A resolution may be passed in writing in accordance with the Regulations.

        VOTES OF MEMBERS

        44. On a show of hands, every member present, including the representative of a body corporate member, shall have one vote. On a poll, every member shall have one vote for every share held. This article is subject to any rights or restrictions attached to any shares.
        45. Joint members may only exercise one vote or one vote per share as the case may be. If more than one vote is cast by joint members, only the vote of the joint member whose name appears first on the register of members shall be taken into account.
        46. Where a member has had a personal representative appointed because of some physical or mental disability, that personal representative may exercise the voting rights of the member if the personal representative has given notice to the directors in writing in the form of proxy used by the Holding Company and within the time limit for filing proxies prior to any meeting being held or vote being taken.
        47. No objection may be raised to the right of any voter except at the meeting at which the voter is to vote. The decision of the chairman in respect of any objection or the right of any voter shall be final.
        48. A member may vote on a poll by proxy.
        49. An instrument appointing a proxy shall be in writing in a form approved by the Holding Company and distributed with the notice of a meeting. The form approved and distributed by the Holding Company must include a section allowing the member to direct the proxy on how the proxy shall act.
        50. The instrument appointing a proxy must be deposited at the registered office of the Holding Company at least 48 hours before the time at which the meeting at which the proxy is to be exercised is to be held. In the case of a poll not being taken immediately but sometime after it is demanded, the instrument appointing a proxy may be deposited at the poll with the chairman, secretary or any director or at any time before the poll at the registered office of the Holding Company.
        51. A vote given or poll demanded by proxy is valid notwithstanding the determination of the member who appointed the proxy unless the Holding Company receives notice from the member in writing prior to the vote being taken or the poll being demanded.

        NUMBER OF DIRECTORS

        52. The Holding Company shall have at least one director

        ALTERNATE DIRECTORS

        53. Any director may appoint any other director or any other person approved by the directors to act as his alternate and may remove the alternate director so appointed. The alternate director shall perform all the functions of his appointor as a director but is not entitled to remuneration for his services.
        54. An alternate director shall be given notice of all meetings of which his appointor is entitled to receive notice and is entitled to attend and vote at such meetings.
        55. An alternate director holds office for as long as his appointor holds office unless he is removed by written instrument by his appointor.
        56. Any appointment or removal of an alternate director shall be given to the secretary of the Holding Company.
        57. Unless otherwise provided, an alternate director shall not be regarded as an agent of his appointor but shall be responsible for his acts or omissions.

        POWERS OF DIRECTORS

        58. Subject to the Regulations and these articles the business of the Holding Company shall be managed by the directors. No subsequent amendment to these articles shall invalidate any act of a director or the directors.
        59. The directors may appoint a person to be the agent of the Holding Company.

        DELEGATION OF DIRECTORS' POWERS

        60. The board of directors may delegate any of its powers to a managing director, executive director or a committee of directors.

        APPOINTMENT AND RETIREMENT OF DIRECTORS

        61. At the first annual general meeting of the Holding Company, all directors shall retire from office. At every subsequent annual general meeting at least one third or a number nearest to one third of the directors who are subject to retirement by rotation shall retire.
        62. The directors subject to retirement by rotation are those that have been longest in office since their last appointment. In respect of those directors appointed on the same day, those that are to retire shall be determined by whose name appears first on the register of directors.
        63. A director shall remain in office, if so willing, if the Holding Company at the meeting at which he retires by rotation, resolves not to fill the vacancy.
        64. A person (other than a director retiring by rotation) shall not be appointed a director at a general meeting unless he has been recommended by the directors or a member and details of the proposed director have been included in the notice of meeting at which the appointment shall be considered. The details shall include at least the information that would be included in the register of directors if the person was appointed.
        65. Subject to the preceding articles, additional directors may be appointed by the Holding Company by resolution as long as the total number of directors does not exceed any maximum number of directors stipulated by the Regulations or these articles.
        65A. A director appointed pursuant to the preceding article shall hold office only until the next annual general meeting at which time the director shall retire but may, in accordance with the articles, be re-appointed.

        DISQUALIFICATION AND REMOVAL OF DIRECTORS

        66. A director's office is automatically vacated if he:
        (A) is prohibited by the Regulations from being a director;
        (B) becomes bankrupt;
        (C) is, by virtue of any mental or physical disability, incapable of acting;
        (D) without permission, does not attend three successive meetings of the directors;
        (E) resigns his office by notice to the Holding Company; or
        (F) is removed by resolution of the Holding Company.

        REMUNERATION AND EXPENSES OF DIRECTORS

        67. The directors shall receive such remuneration as the Holding Company determines by resolution and shall receive payment of all expenses incurred in association with the carrying out of their duties as directors.

        DIRECTORS' APPOINTMENTS AND INTERESTS

        68. Subject to the Regulations, the directors may appoint one or more of their number to the office of managing director or to any other executive office under the Holding Company. Such appointment, agreement or arrangement may be made upon such terms as the directors determine. Any appointment of a director to an executive office shall terminate if he ceases to be a director. A managing director and a director holding any other executive office shall not be subject to retirement by rotation.

        DIRECTORS' GRATUITIES AND PENSIONS

        69A. The directors may provide benefits, including gratuities and pensions, of any kind for any present or past director and for any member of his family.

        PROCEEDINGS OF DIRECTORS

        70A. Subject to the provisions of these articles, the directors may regulate their proceedings as they think fit. A director may, and the secretary at the request of a director shall, call a meeting of the directors. Any matters arising at a meeting shall be decided by a majority of votes with the chairman having a second or casting vote in the case of equality of votes.
        70B. The quorum for the transaction of the business of the directors shall be two or any other number fixed by the directors.
        70C. If the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting.
        71. The directors shall appoint one of their number to be the chairman of the board of directors who shall preside at all meetings and may at any time remove him from that office. If there is no director holding that office, or if the director holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the directors present may appoint one of their number to be chairman of the meeting.
        72. All acts done by a meeting of directors, or of a committee of directors, or by a person acting as a director shall be valid, notwithstanding any defect in his appointment or his disqualification from holding office, or that he was not entitled to vote, being discovered afterwards.
        73. A resolution in writing signed by all the directors entitled to receive notice of the meeting shall be as valid and effectual as if it had been passed at a meeting of directors. The resolution may consist of several documents in the like form each signed by one or more directors.
        74. A director shall not vote at a meeting of directors on any resolution concerning a matter in which he has a direct or indirect conflict of interest.
        75. For the purposes of this article, an interest of a director includes an interest of any person who is connected to the director.
        76. A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.
        77. The Holding Company may by resolution suspend or relax any provision of these articles prohibiting a director from voting at a meeting.
        78. The chairman of the meeting shall rule on any question arising at a meeting on the right of a director, other than himself, to vote and his ruling shall be final and conclusive.

        SECRETARY

        79. Subject to the Regulations, the secretary shall be appointed and removed by the directors who shall decide on the terms, remuneration and conditions of appointment.

        MINUTES

        80. The directors shall cause minutes to be kept for recording:
        (A) all appointments of officers made by the directors; and
        (B) all proceedings at meetings of the Holding Company, of the holders of any class of shares in the Holding Company, and of the directors, and of committees of directors, including the names of the directors present at each such meeting.

        DIVIDENDS

        81. Subject to the provisions of the Regulations, the Holding Company may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the directors.
        82. Subject to the provisions of the Regulations, the directors may pay interim dividends if it appears to them that they are justified by the profits of the Holding Company available for distribution. If the share capital is divided into different classes, no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. Provided the directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.
        83. The directors may recommend and a general meeting declare that a dividend may be satisfied wholly or partly by the distribution of assets. Where any difficulty arises in regard to the distribution, the directors may determine the method of settlement.
        84. Any dividend or other moneys payable in respect of a share may be paid by cheque sent by post to the registered address of the person entitled. If two or more persons are the holder of the share or are jointly entitled to it, to the registered address of that person who is first named in the register of members or to such person and to such address as the person or persons entitled may in writing direct. Every cheque shall be made payable to the order of the person or persons entitled, or to such other person as the person or persons entitled may in writing direct, and payment of the cheque shall be a good discharge to the Holding Company. Any joint holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share.
        85. No dividend or other moneys payable in respect of a share shall bear interest unless otherwise provided by the rights attached to the share.
        86. Any dividend which has remained unclaimed for twelve years from the date when it became due for payment shall, if the directors so resolve, be forfeited and cease to remain owing by the Holding Company.

        ACCOUNTS

        87. No member shall have any right of inspecting any accounting records or other book or document of the Holding Company except as conferred by law or authorised by the directors or by the Holding Company.

        CAPITALISATION OF PROFITS

        88. The directors may with the authority of the Holding Company:
        (A) subject as hereinafter provided, resolve to capitalise any undivided profits of the Holding Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of the Holding Company's share premium account or capital redemption reserve;
        (B) appropriate the sum resolved to be capitalised to the members who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply such sum on their behalf in allotting unissued shares or debentures as fully paid up, shares or debentures of the Holding Company of a nominal amount equal to that sum. The share premium account, the capital redemption reserve, and any profits which are not available for distribution may, for the purposes of this regulation, only be applied in allotting unissued shares to members as fully paid;
        (C) make by payment in cash or otherwise as they determine in the case of shares or debentures becoming distributable under this regulation in fractions; and
        (D) authorise any person to enter into a binding agreement with the Holding Company on behalf of all the members concerned providing for the allotment to them respectively, credited as fully paid, of any shares or debentures to which they are entitled upon such capitalisation.

        AMENDMENTS TO THESE ARTICLES

        89. No amendments to these articles shall be made without the prior approval of the CRO. The Holding Company must give no less than twenty-one days' prior written notice on the Prescribed Form and for the Prescribed Fee to the CRO of any proposal to amend its Articles of Association.
        90. The Holding Company must file its amended Articles of Association with the CRO within twenty-one days of the amendment taking effect.

        NOTICES

        91. Any notice required to be given under these Articles shall be in writing.
        92. The Holding Company may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address. In the case of joint holders of a share, all notices shall be given to the joint holder whose name stands first in the register of members in respect of the joint holding and notice so given shall be sufficient notice to all the joint holders.
        93. A person present, either in person or by proxy, at any meeting shall be deemed to have received notice of the meeting.
        94. Every person who becomes entitled to a share shall be bound by any notice in respect of that share.
        95. Proof that an envelope containing a notice was properly addressed, prepared and posted is conclusive evidence that the notice was given 48 hours after it was posted. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.
        96. A notice may be given by the Holding Company to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending or delivering it, at the address, supplied for that purpose by the persons claiming to be so entitled. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

        INDEMNITY

        97. The Holding Company shall indemnify every director or other officer or auditor of the Holding Company in respect of any liability incurred in defending any proceeding to the extent allowed by the Regulations.
        Inserted (as from 19th October 2017).

      • App 4 Standard Articles of Association — Special Purpose Companies

        For the purposes of Article 25 of the QFC Special Company Regulations and these Rules, these are the 'Standard Articles of Association' for a Special Purpose Company.

        INTERPRETATION

        1. In these articles:
        (A) "the Companies Regulations" means the QFC Companies Regulations 2005;
        (B) "the Special Company Regulations" means the QFC Special Company Regulations No. 5 of 2012;
        (C) "the Regulations" means the Companies Regulations and the Special Company Regulations together;
        (D) SPC means the Special Purpose Company incorporated under the rules and regulations of QFC;
        (E) unless otherwise indicated, words or expressions contained in these articles bear the same meaning as in the Regulations;
        (F) use of the singular includes the plural and vice versa and any one gender includes the other gender and any reference to 'persons' includes natural persons, firms, partnerships, companies and corporations;
        (G) the clause and paragraph headings in these articles are for convenience only and will not affect the interpretation of these articles;
        (H) "written" or "in writing" includes all modes of representing or reproducing words in visible form, including in the form of electronic mail;
        (I) "shall" must be construed as imperative and 'may' shall be construed as "permissive";
        (J) a reference to a law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
        (K) any phrase introduced by the terms "including", "include', "in particular" or other similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
        (L) headings are inserted for reference only and shall be ignored in construing these articles.

        PURPOSE

        2. The purposes of the SPC is a Special Purpose Company and the activities that it is permitted to carry on will be limited to those Special Purpose Company Activities as approved by QFCA in its Licence, from time to time.
        3. The SPC shall not carry on any activities of the type described in Paragraphs 1 to 9, Part 1, Schedule 3 of the QFC Law in or from the QFC by way of business.

        SHARE CAPITAL

        4. Subject to the Regulations, and without prejudice to any rights attached to any existing shares, shares may be issued with such rights or restrictions as the SPC may by resolution determine.
        5. Subject to the Regulations, the SPC may issue, or convert existing non-redeemable shares, whether issued or not, into redeemable shares at option of the SPC or the member.
        6. No person may be recognised by the SPC as holding any share upon trust, subject to the provisions of Article 12 of the Special Company Regulations, and Rule 2.6 of the Special Company Rules.

        SHARE CERTIFICATES

        7. Unless the conditions of allotment of the shares otherwise provide," the SPC shall provide to every member:
        (A) a share certificate for the shares of each class allotted to him;
        (B) a share certificate for the shares transferred to him; and
        (C) upon transferring a part of his shares, of any class, a share certificate for the balance of his holding.
        Such share certificate shall be provided without payment but if the member requires additional share certificates, the SPC may charge a reasonable fee for every share certificate after the first share certificate.
        8. Every share certificate shall specify the number, class and distinguishing numbers of the shares to which it relates.
        9. If a share certificate is lost or destroyed, it may be replaced on such terms which may include indemnity and payment of reasonable expenses as the directors may determine. If a share certificate is defaced or worn out, it may be replaced on delivery of the old certificate upon the payment of such fee as the directors may determine.

        TRANSFER OF SHARES

        10. No transfer of shares in the SPC shall take effect until the QFC Authority has confirmed in writing that it does not object to such transfer.
        11 The instrument of transfer of a share may be in any form which the directors may approve and shall be executed by or on behalf of the transferor.
        12. The directors may refuse to register the transfer of a share to a person of whom they do not approve and they may refuse to register the transfer of a share unless:
        (A) the instrument of transfer, the share certificate and any other evidence that the directors may reasonably require, are filed at the registered office;
        (B) the transfer is in respect of only one class of shares; and
        (C) the transfer is in favour of not more than four transferees.
        13. If the directors refuse to register a transfer of a share, they shall within one month notify the transferee accordingly.
        14. The directors may suspend the registration of transfers of shares at such times and for such periods as determined by them.
        15. The SPC may charge a reasonable fee for the registration of any instrument of transfer.
        16. The SPC shall retain any instrument of transfer which is registered.
        16A. The SPC will not carry out any transfer of shares without following the relevant requirements and procedures set out in the Special Company Regulations and the Special Company Rules.

        TRANSMISSION OF SHARES

        17. If a member dies, his personal representative and, where he was a joint holder, the survivor or survivors shall be the only persons recognised by the SPC as having title to the shares.
        18. A person becoming entitled to a share in consequence of the death or bankruptcy of a member shall be registered as a member upon giving notice to the SPC and upon registration he shall have the same rights as the holders of the same class of shares.

        ALTERATION OF SHARE CAPITAL

        19. The SPC may by resolution:
        (A) increase its share capital by creating new shares;
        (B) consolidate and divide all or any of its shares (whether issued or not) into shares of larger amount than its existing shares;
        (C) sub-divide its shares, or any of them, into shares of smaller amount; and
        (D) cancel shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of the SPC's share capital by the amount of the shares so cancelled.
        20. Any fractions of shares resulting from a consolidation of shares may be sold by the directors on behalf of the members and the net proceeds distributed proportionately amongst those members.
        21. The SPC may, in accordance with the Regulations, reduce its share capital in any way and on such terms as it may decide.

        PURCHASE OF OWN SHARES

        22. Subject to the provisions of the Regulations, the SPC may purchase its own shares.

        SUPPORT SERVICE PROVIDER

        23. Subject to the provisions of the Special Company Regulations and Special Company Rules, the SPC must appoint and at all times retain a Support Services Provider to provide it with the Corporate Administrative Services as required by the QFC Authority.

        GENERAL MEETINGS

        24A. The SPC is not required to hold a general meeting however, to the extent that the SPC calls a general meeting of members, the provisions set out below shall apply.
        24B. All general meetings other than annual general meetings shall be called extraordinary general meetings.
        24C. The directors may, and on the requisition of members in accordance with the Regulations, shall, call extraordinary general meetings.

        REQUISITION AND NOTICE OF GENERAL MEETINGS

        25. If the SPC holds a general meeting, a general meeting shall be called by at least twenty-one days' notice to all the members, the directors and auditors.

        Such notice of general meeting shall specify the time and place of the meeting and the general nature of the matters to be considered.
        26. The proceedings of a meeting are not invalid solely because of the inadvertent failure to give notice of the meeting to, or the failure to receive notice of a meeting by, any person entitled to receive such notice.

        PROCEEDINGS AT GENERAL MEETINGS

        27. No meeting shall take place unless a quorum is present. Two persons entitled to vote shall constitute a quorum.
        28. If a quorum is not present within half an hour from the time stated for the meeting, the meeting shall be adjourned to a place and time determined by the directors. If during the meeting a quorum ceases to be present the meeting shall be adjourned to a place and time determined by the directors.
        29. The chairman of the board of directors shall chair the meeting. If the chairman of the board of directors is not present or willing to act within fifteen minutes of the stated time for commencement of the meeting, and in the absence of a nominee, another director elected by the directors present shall chair the meeting. If no directors are present or willing to chair the meeting, then the members shall elect one of their members to chair the meeting.
        30. Regardless of whether he is a member, a director is entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the SPC.
        31. The chairman may adjourn the meeting with the consent of the majority of the votes at the meeting. No matters shall be considered at an adjourned meeting other than matters that might have been considered at the meeting had the adjournment not taken place. It is not necessary to give notice of the adjourned meeting unless the meeting was adjourned for fourteen days or more, in which case at least seven days' notice shall be given specifying the time and place of the adjourned meeting and the general nature of the matters to be considered.
        32. Unless it is decided that a meeting is to be called and a poll is demanded, a resolution put to the vote shall be decided on a show of hands. A poll may be demanded before or on the declaration of the result of a vote by show of hands:
        (A) by the chairman;
        (B) by at least two members having the right to vote at the meeting; or
        (C) by a member representing not less than 5% of the total voting rights of all the members having the right to vote.
        33. Unless a poll is demanded the chairman may declare that a resolution has been carried or lost by a particular majority. The entry in the minutes of the meeting of that declaration shall be conclusive evidence of the result of the resolution.
        34. The chairman may consent to the withdrawal of the demand for a poll.
        35. A poll shall be taken in the manner the chairman directs and the result shall be the resolution of the meeting at which the poll was demanded.
        36. The chairman shall have the deciding vote in the case of an equality of votes.
        37. A poll demanded on the election of a chairman or on an adjournment shall be taken immediately. A poll demanded on any other question shall be taken as the chairman directs but not more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll is demanded.
        38. Seven days' notice shall be given specifying the time and place at which a poll shall be taken unless the time and place is announced at the meeting at which the poll is demanded.
        39. A resolution may be passed in writing in accordance with the Regulations.

        VOTES OF MEMBERS

        40. On a show of hands, every member present, including the representative of a body corporate member, shall have one vote.
        41. Where a member has had a personal representative appointed because of some physical or mental disability, that personal representative may exercise the voting rights of the member if the personal representative has given notice to the directors in writing in the form of proxy used by the SPC and within the time limit for filing proxies prior to any meeting being held or vote being taken.
        42. No objection may be raised to the right of any voter except at the meeting at which the voter is to vote. The decision of the chairman in respect of any objection or the right of any voter shall be final.
        43. An instrument appointing a proxy shall be in writing in a form approved by the SPC and distributed with the notice of a meeting. The form approved and distributed by the SPC must include a section allowing the member to direct the proxy on how the proxy shall act.
        44. The instrument appointing a proxy must be deposited at the registered office of the SPC at least 48 hours before the time at which the meeting at which the proxy is to be exercised is to be held.
        45. A vote given by proxy is valid notwithstanding the determination of the member who appointed the proxy unless the SPC receives notice from the member in writing prior to the vote being taken.

        NUMBER OF DIRECTORS

        46. The SPC shall have at least one director.

        ALTERNATE DIRECTORS

        47. Any director may appoint any other director or any other person approved by the directors to act as his alternate and may remove the alternate director so appointed. The alternate director shall perform all the functions of his appointer as a director but is not entitled to remuneration for his services.
        48. An alternate director shall be given notice of all meetings of which his appointor is entitled to receive notice and is entitled to attend and vote at such meetings.
        49. An alternate director holds office for as long as his appointor holds office unless he is removed by written instrument by his appointor.
        50. Any appointment or removal of an alternate director shall be given to the secretary of the SPC.
        51. Unless otherwise provided, an alternate director shall not be regarded as an agent of his appointor but shall be responsible for his acts or omissions.

        POWERS OF DIRECTORS

        52. Subject to the Regulations and these articles the business of the SPC shall be managed by the directors. No subsequent amendment to these articles shall invalidate any act of a director or the directors.
        53. The directors may appoint a person to be the agent of the SPC.

        DELEGATION OF DIRECTORS' POWERS

        54. The board of directors may delegate any of its powers to a managing director, executive director or a committee of directors.

        DISQUALIFICATION AND REMOVAL OF DIRECTORS

        55. A director's office is automatically vacated if he:
        (A) is prohibited by the Regulations from being a director;
        (B) becomes bankrupt;
        (C) is, by virtue of any mental or physical disability, incapable of acting;
        (D) without permission, does not attend three successive meetings of the directors;
        (E) resigns his office by notice to the SPC; or
        (F) is removed by resolution of the SPC.

        REMUNERATION AND EXPENSES OF DIRECTORS

        56. The directors shall receive such remuneration as the SPC determines by resolution and shall receive payment of all expenses incurred in association with the carrying out of their duties as directors.

        DIRECTORS' APPOINTMENTS AND INTERESTS

        57. Subject to the Regulations, the directors may appoint one or more of their number to the office of managing director or to any other executive office under the SPC. Such appointment, agreement or arrangement may be made upon such terms as the directors determine. Any appointment of a director to an executive office shall terminate if he ceases to be a director. A managing director and a director holding any other executive office shall not be subject to retirement by rotation.

        DIRECTORS' GRATUITIES AND PENSIONS

        58. The directors may provide benefits, including gratuities and*- pensions, of any kind for any present or past director and for any member of his family.

        PROCEEDINGS OF DIRECTORS

        59. Subject to the provisions of these articles, the directors may regulate their proceedings as they think fit. A director may, and the secretary at the request of a director shall, call a meeting of the directors. Any matters arising at a meeting shall be decided by a majority of votes with the chairman having a second or casting vote in the case of equality of votes.
        60. The quorum for the transaction of the business of the directors shall be two or any other number fixed by the directors.
        61. If the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting.
        62. The directors shall appoint one of their number to be the chairman of the board of directors who shall preside at all meetings and may at any time remove him from that office. If there is no director holding that office, or if the director holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the directors present may appoint one of their number to be chairman of the meeting.
        63. All acts done by a meeting of directors, or of a committee of directors, or by a person acting as a director shall be valid, notwithstanding any defect in his appointment or his disqualification from holding office, or that he was not entitled to vote, being discovered afterwards.
        64. A resolution in writing signed by all the directors entitled to receive notice of the meeting shall be as valid and effectual as if it had been passed at a meeting of directors. The resolution may consist of several documents in the like form each signed by one or more directors.
        65. A director shall not vote at a meeting of directors on any resolution concerning a matter in which he has a direct or indirect conflict of interest.
        65. For the purposes of this article, an interest of a director includes an interest of any person who is connected to the director.
        66. A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.
        67. The SPC may by resolution suspend or relax any provision of these articles prohibiting a director from voting at a meeting.
        68. The chairman of the meeting shall rule on any question arising at a meeting on the right of a director, other than himself, to vote and his ruling shall be final and conclusive.

        SECRETARY

        69. Subject to the Regulations, the secretary shall be appointed and removed by the directors who shall decide on the terms, remuneration and conditions of appointment.
        70. Subject to the Regulations, the secretary of the SPC shall be its Support Services Provider or any subsidiary of the Support Services Provider.

        MINUTES

        71. The directors shall cause minutes to be kept for recording:
        (A) all appointments of officers made by the directors; and
        (B) all proceedings at meetings of the SPC, of the holders of any class of shares in the SPC, and of the directors, and of committees of directors, including the names of the directors present at each such meeting.

        DIVIDENDS

        72. Subject to the provisions of the Regulations, the SPC may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the directors.
        73. Subject to the provisions of the Regulations, the directors may pay interim dividends if it appears to them that they are justified by the profits of the SPC available for distribution. If the share capital is divided into different classes, no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear. Provided the directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.
        74. The directors may recommend and a general meeting declare that a dividend may be satisfied wholly or partly by the distribution of assets. Where any difficulty arises in regard to the distribution, the directors may determine the method of settlement.
        75. Any dividend or other moneys payable in respect of a share may be paid by cheque sent by post to the registered address of the person entitled. If two or more persons are the holder of the share or are jointly entitled to it, to the registered address of that person who is first named in the register of members or to such person and to such address as the person or persons entitled may in writing direct. Every cheque shall be made payable to the order of the person or persons entitled, or to such other person as the person or persons entitled may in writing direct, and payment of the cheque shall be a good discharge to the SPC. Any joint holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share.
        76. No dividend or other moneys payable in respect of a share shall bear interest unless otherwise provided by the rights attached to the share.
        77. Any dividend which has remained unclaimed for twelve years from the date when it became due for payment shall, if the directors so resolve, be forfeited and cease to remain owing by the SPC.

        ACCOUNTS

        78. No member shall have any right of inspecting any accounting records or other book or document of the SPC except as conferred by law or authorised by the directors or by the SPC.

        CAPITALISATION OF PROFITS

        79 The directors may with the authority of the SPC:
        (A) subject as hereinafter provided, resolve to capitalise any undivided profits of the SPC not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of the SPC's share premium account or capital redemption reserve;
        (B) appropriate the sum resolved to be capitalised to the members who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply such sum on their behalf in allotting unissued shares or debentures as fully paid up, shares or debentures of the SPC of a nominal amount equal to that sum. The share premium account, the capital redemption reserve, and any profits which are not available for distribution may, for the purposes of this regulation, only be applied in allotting unissued shares to members as fully paid;
        (C) make by payment in cash or otherwise as they determine in the case of shares or debentures becoming distributable under this regulation in fractions; and
        (D) authorise any person to enter into a binding agreement with the SPC on behalf of all the members concerned providing for the allotment to them respectively, credited as fully paid, of any shares or debentures to which they are entitled upon such capitalisation.

        AMENDMENTS TO THESE ARTICLES

        80. No amendments to these articles shall be made without the prior approval of the CRO. The SPC must give no less than twenty-one days' prior written notice on the Prescribed Form and for the Prescribed Fee to the CRO of any proposal to amend its Articles of Association.
        81. The SPC must file its amended Articles of Association with the CRO within twenty-one days of the amendment taking effect.

        NOTICES

        82. Any notice required to be given under these articles shall be in writing.
        83. The SPC may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address. In the case of joint holders of a share, all notices shall be given to the joint holder whose name stands first in the register of members in respect of the joint holding and notice so given shall be sufficient notice to all the joint holders.
        84. A person present, either in person or by proxy, at any meeting shall be deemed to have received notice of the meeting.
        85. Every person who becomes entitled to a share shall be bound by any notice in respect of that share.
        86. Proof that an envelope containing a notice was properly addressed, prepaid and posted is conclusive evidence that the notice was given 48 hours after it was posted. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.
        87. A notice may be given by the SPC to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending or delivering it, at the address, supplied for that purpose by the persons claiming to be so entitled. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

        INDEMNITY

        88. The SPC shall indemnify every director or other officer or auditor of the SPC in respect of any liability incurred in defending any proceedings to the extent allowed by the Regulations.
        Inserted (as from 19th October 2017).

    • Tax Rules

      Tax Rules
      Tax 1:
      Application, purpose and interpretation
      1.1 Application
      1.2 Purpose
      1.3 Interpretation
      1.4 Defined Terms
      1.5 The Tax Regulations
      Tax 1A:
      Source Taxable Profits
       
      Tax 2:
      Tax Identification Number
      2.1
      2.2
      Tax 3:
      Secrecy
      3.1
      3.2
      3.3
      Tax 4:
      Prescribed forms
      4.1
      4.2
      Tax 5:
      Service of notice or documents
      5.1
      5.2
      5.3
      5.4
      5.5
      Tax 6:
      Maintenance and preservation of records
      6.1
      6.2
      6.3
      6.4
      Tax 7:
      Rulings
      7.1
      7.2
      7.3
      Tax 8:
      Returns
      8.1 Extension of filing date
      8.2 Determination of tax where no return filed
      Tax 9:
      Claims to Group Relief and surrender of tax losses
      9.1 Claims
      9.2 Consent
      9.3 Amendment of a return
      9.4 Time limit for claims
      9.5 Amount available for surrender reduced
      Tax 10:
      Claims to repayment of tax and rate of charges and compensation
      10.1 Repayment of tax
      10.2 Rate of charges and compensation
      Tax 11:
      Appeals
      11.1 Standing over of tax payable
      Tax 12:
      Electronic filing of returns
      12.1 The basic rule
      12.2 Supporting documents
      12.3 The conditions
      12.4 Hard copies
      12.5 Status of information and proceedings
      Tax 13:
      Claims and Elections
      13.1 Procedure for making claims
      13.2 Time limits
      13.3 Claims not included in a return
      13.4 Late Elections
      Tax 14:
      Reorganisations and reconstructions
      Tax 15:
      Reimbursable Tax Losses

      • 1 1 Application, purpose and interpretation

        • 1.1 Application

          The rules set out herein shall be referred to as the Tax Rules and are made pursuant to Article 103 (Power to Make Rules) of the QFC Tax Regulations. These rules apply to every QFC Entity.

          Amended (as from 12th June 2017)

        • 1.2 Purpose

          The purpose of these rules is to provide further detail in respect of the operation of the Tax Regulations. Accordingly, these rules should be read in conjunction with the Tax Regulations.

        • 1.3 1.3 Interpretation

          • 1.3.1

            These rules are to be interpreted in keeping with the spirit of the rules and with regard to the objective and purpose as well as the letter of the rules.

          • 1.3.2

            The object and purpose of any provision in these rules will be derived primarily from the wording of the provision itself and from the context both within the chapter of the rules in which it appears and other related provisions elsewhere in the rules.

          • 1.3.3

            Article 152 (Interpretation) applies to these rules as it applies to the Tax Regulations.

            Amended (as from 18th June 2014)

        • 1.4 Defined terms

          In these rules defined terms are identified by the capitalisation of the initial letter of the word or phrase and have the same meaning as they have in the Tax Regulations.

        • 1.5 The Tax Regulations

          In these rules all references to "Article" relate to the corresponding Article in the QFC Tax Regulations, referred to in these rules as the "Tax Regulations".

      • 1A Source Taxable Profits

        Article 10(1A) of the QFC Tax Regulations shall apply only if all the following conditions are met for the Accounting Period for which it is claimed that Article 10(1A) applies:

        (A) the QFC Entity's accounts are audited and reported on by an external auditor;
        (B) at least 30% of the QFC Entity's income can be attributed to activities undertaken by the QFC Entity in Qatar;
        (C) the QFC Entity employs at least three full time employees; and
        (D) the Tax Department does not consider that the services are rendered under an arrangement the sole or main purpose of which is the avoidance of tax under these Regulations.
        Inserted (as from 12th June 2017).

      • 2 2 Tax Identification Number

        • 2.1

          The Tax Department shall allocate to each QFC Entity, by notice in writing, a unique number to be known as the Tax Identification Number (TIN).

        • 2.2

          The Tax Department may require a QFC Entity to show its TIN in any claim, notice, return, statement or other document used for the purposes of the Tax Regulations or these rules.

      • 3 3 Secrecy

        • 3.1

          Every Officer of the Tax Department shall—

          (A) regard and deal with all documents and information coming into his possession or knowledge in connection with the performance of his duties under the Tax Regulations and these rules as secret; and
          (B) not disclose such documents or information to a court, tribunal, or other person except as provided for in rules 3.2 and 3.3.

        • 3.2

          An Officer of the Tax Department may disclose a document or information referred to in rule 3.1

          (A) to the extent required in order to perform his duties under the Tax Regulations and these rules;
          (B) where required by a court or tribunal in relation to administrative review or proceedings with respect to a matter under the Tax Regulations or these rules;
          (C) where the disclosure is necessary for the purposes of any other fiscal law of the QFC or any QFCA Board's delegation or similar order;
          (D) for the purposes of disclosure by Qatar's competent authority to the competent authority of the government of another country with which Qatar has entered into an international agreement, to the extent permitted under that agreement; or
          (E) pursuant to a request made by a court, person or entity duly authorised to obtain the document or information in question by a judicial decision made in the State.
          Amended (as from 18th June 2014)

        • 3.3

          Any person, court, tribunal, or authority receiving documents or information under rule 3.2 is required to keep them secret under the provisions of this rule, except to the minimum extent necessary to achieve the purposes for which the disclosure is permitted.

      • 4 4 Prescribed forms

        • 4.1

          The Tax Department may from time to time prescribe the form of any notice, return or other document required for the purposes of the administration of the Tax Regulations or these rules and where any form has been so prescribed such form of notice, return or document shall be used for such purposes.

        • 4.2

          Notices, forms, demands or other documents issued or given by the Tax Department under the Tax Regulations or these rules shall be sufficiently authenticated if the name and title of the Director of Tax or the name and title of the Officer of the Tax Department authorised to act on its behalf is printed, stamped or written thereon.

          Amended (as from 18th June 2014)

      • 5 5 Service of notice or documents

        • 5.1

          Where, under the Tax Regulations or these rules, any notice or other document is required or authorised to be served on or given to any QFC Entity by the Tax Department, such notice or other document shall be sufficiently served—

          (A) by sending it by prepaid post or by courier to the Representative's usual or last known address;
          (B) by leaving it at the Representative's usual or last known place of business;
          (C) by serving it personally on the Representative;
          (D) by sending it electronically to the Representative's fax number or email address notified to the QFC Authority; or
          (E) by sending it to the Representative by any means of electronic transmission as directed by the Tax Department from time to time.
          Amended (as from 12th June 2017).

        • 5.2

          Any notice or document served by post or courier under this rule is taken to have been served on the second business day after it is posted or, in the case of service by courier, dispatched. Any notice left at an address, or served otherwise than by post or courier under this rule is taken to have been served on that day.

        • 5.3

          A notice or document issued under these rules is not invalid or defective if it is in substance and effect in conformity with the Tax Regulations and these rules.

        • 5.4

          Where a notice or document issued by the Tax Department under these rules contains a defect that does not involve a dispute as to the interpretation of the Tax Regulations and these rules, or facts involving a particular QFC Entity, the Tax Department may for the purposes of rectifying the defect, amend the notice or document.

        • 5.5

          Reference in the Tax Regulations and these rules to a written notice shall include, without limitation, a notice received by email or any other means of electronic transmission as directed by the Tax Department from time to time.

          Inserted (as from 12th June 2017).

      • 6 6 Maintenance and preservation of records

        • 6.1

          A QFC Entity which is required to file a return under Article 109 (Obligation to File a Return) for any Accounting Period must—

          (A) maintain such records as may be needed to enable it to file a correct and complete return for that Accounting Period; and
          (B) preserve those records in accordance with this rule.
          Amended (as from 18th June 2014)

        • 6.2

          The records for any Accounting Period must be preserved until the later date of—

          (A) 6 years from the end of the Accounting Period; or
          (B) the completion of any enquiry into the return under Part 20 (Enquiries) of the Tax Regulations, for the Accounting Period.
          Amended (as from 18th June 2014)

        • 6.3

          The records required to be maintained and preserved under this rule include records of—

          (A) all sums of money received or expended, all sales and purchases of goods and services and other transactions and the assets and liabilities of the QFC Entity. Such records shall be sufficient to show and explain all transactions by the QFC Entity and must be such as to disclose with reasonable accuracy the financial position of the QFC Entity at any time; and
          (B) supporting documents relating to the items mentioned in rule 6.3(A) including but not limited to accounts, books, deeds, contracts, vouchers and receipts.

        • 6.4

          The duty to preserve records under this rule may be satisfied by the preservation of the information contained in them and where information is so preserved, a copy of any document forming part of the records is admissible in evidence in any proceedings before the Regulatory Tribunal to the same extent as the records themselves.

          Amended (as from 18th June 2014)

      • 7 7 Rulings

        • 7.1

          An application for a ruling under Article 105 (Rulings) must contain the following information—

          (A) the name and TIN of the applicant;
          (B) full particulars of the arrangement in question;
          (C) copies of all relevant documents with the relevant parts or passages identified;
          (D) the applicant's opinion of the tax consequences of the arrangement, together with the reasons why it is considered those consequences prevail;
          (E) the applicant's explanation of the particular point(s) of difficulty giving rise to the ruling request;
          (F) details of the provisions of the Tax Regulations and these rules that the applicant considers are relevant to the application; and
          (G) particulars of any case law, or practice notes issued under Article 106 (Practice Notes), the applicant considers are relevant to the application.
          Amended (as from 18th June 2014)

        • 7.2

          In the case of an application for a ruling on an arrangement al entered into, in addition to the information required by rule 7.1, the application must also contain the following information—

          (A) the date(s) that the transactions constituting the arrangement took place;
          (B) details of the particular aspect(s) of the transactions constituting the arrangement in respect of which a ruling is sought; and
          (C) a statement to the effect that, to the best of the applicant's knowledge and belief, the facts given are correct and all relevant facts have been disclosed.

        • 7.3

          The fee payable by a QFC Entity applying for a ruling under Article 105 (Rulings) is QR 6,000 and must be paid in full before the Tax Department considers the application. If the Tax Department declines or fails to give a ruling they shall refund the fee.

          Amended (as from 18th June 2014)

      • 8 8 Returns

        • 8.1 8.1 Extension of Filing Date or Accounting Period

          Amended (as from 18th June 2014)

          • 8.1.1

            Where a QFC Entity, which is required to file a return for an Accounting Period under Article 109 (Obligation to File a Return), makes a written application to the Tax Department before the filing date given by Article 111(1) (Filing Date) (in these rules, the "Filing Date"), the Tax Department—

            (A) may, on such terms and conditions as they consider appropriate and where reasonable cause is shown, extend the Filing Date; and
            (B) shall serve the QFC Entity with written notice of their decision on the application.
            Amended (as from 18th June 2014)

          • 8.1.2

            The Tax Department may grant multiple extensions under rule 8.1.1 but the extensions shall not in total exceed 120 days from the Filing Date.

            Amended (as from 18th June 2014)

          • 8.1.3

            Where a QFC Entity, which is required to file a return for an Accounting Period under Article 109 (Obligation to File a Return), makes a written application to the Tax Department before the Filing Date, the Tax Department—

            (A) may, on such terms and conditions as they consider appropriate and where reasonable cause is shown, permit the extension of that QFC Entity's first Accounting Period under the Tax Regulations beyond the 12 month period provided by Article 17(2)(a) (Accounting Period); and
            (B) shall serve the QFC Entity with written notice of their decision on the application.
            Inserted (as from 18th June 2014)

          • 8.1.4

            The extension granted under rule 8.1.3 shall not permit an Accounting Period of a QFC Entity to end beyond the expiration of 18 months from the beginning of the Accounting Period.

            Inserted (as from 18th June 2014)

          • 8.1.5

            The granting of any extension to the Filing Date or an Accounting Period under this rule does not change the due and payable date, under Article 140(1) (Due and Payable Date), for tax due for that Accounting Period or under Article 146 (Due and Payable Date in Respect of an Overpayment of a Tax Credit) for the repayment of an excessive tax credit paid under Part 16 (Credit for Tax Losses) of the Tax Regulations.

            Amended (as from 18th June 2014)

        • 8.2 8.2 Determination of tax where no return filed

          • 8.2.1

            If the Tax Department has insufficient information to determine an Accounting Period for a QFC Entity under Article 17 (Accounting Period) a determination of tax payable under Article 109(3) (Obligation to File a Return) may be made on the basis of an Accounting Period as determined by the Tax Department and specified in the notice issued under rule 8.2.3.

            Amended (as from 18th June 2014)

          • 8.2.2

            Where a determination of tax payable is made under this rule for an uncertain Accounting Period and the Tax Department, on further facts coming to their knowledge, see fit to revise the Accounting Period, the determination of tax payable shall have effect as if it were a determination for the revised Accounting Period.

          • 8.2.3

            A notice of determination of tax payable under Article 109(3) (Obligation to File a Return) must be served on the QFC Entity in respect of which it is made, stating the amount of the determination, the date of issue and the Accounting Period.

            Amended (as from 18th June 2014)

          • 8.2.4

            If a QFC Entity shows—

            (A) that there is no Accounting Period ending in or at the end of the period specified in the notice of determination;
            (B) that it has filed a return for the Accounting Period specified in the notice of determination; or
            (C) that no return is yet due for any such period,

            then any determination of tax payable under this rule is of no effect.

          • 8.2.5

            The power to make a determination of tax payable under this rule includes the power to determine the amount of corporation tax payable, as mentioned in Article 112 (Self-Assessment), and any amount forming part of the calculation of that amount.

            Amended (as from 18th June 2014)

          • 8.2.6

            A determination of tax payable under this rule has effect for the purpose of collection and recovery of tax and charges on overdue tax as if it were a self-assessment by the QFC Entity.

            Amended (as from 18th June 2014)

          • 8.2.7

            Where proceedings have begun for the recovery of any tax charged by a determination of tax payable made under Article 109(3) (Obligation to File a Return) and, before the proceedings are concluded, the determination is superseded by a self-assessment under Article 109(4) (Obligation to File a Return) the proceedings may be continued as if they were proceedings for the recovery of unpaid tax charged by the self-assessment.

            Amended (as from 18th June 2014)

      • 9 9 Claims to Group Relief and surrender of tax losses

        • 9.1 9.1 Claims

          • 9.1.1

            A claim to Group Relief under Article 32 (Group Relief) must be made by being included in the Claimant Entity's return, filed under Article 109 (Obligation to File a Return), for the Accounting Period for which the claim is made, and may be included in the return originally made or by amendment under Article 116 (Amended Returns).

            Amended (as from 18th June 2014)

          • 9.1.2

            A claim for Group Relief may not be amended, but must be withdrawn and replaced by another claim and a claim may only be withdrawn by the Claimant Entity amending its return under Article 116 (Amended Returns).

            Amended (as from 18th June 2014)

          • 9.1.3

            A claim for Group Relief must specify the amount of relief claimed and the name of the Surrendering Entity, and the amount specified must be an amount which is quantified at the time the claim is made.

            Amended (as from 18th June 2014)

          • 9.1.4

            A claim for Group Relief may be made for less than the amount available for surrender at the time the claim is made.

          • 9.1.5

            A claim for Group Relief requires the consent of the Surrendering Entity to be given by notice in writing to the Tax Department at or before the time the claim is made, otherwise the claim is ineffective.

            Amended (as from 18th June 2014)

        • 9.2 9.2 Consent

          • 9.2.1

            For a notice of consent by the Surrendering Entity, to be effective, it must include—

            (A) The name of the Surrendering Entity;
            (B) The name of the Claimant Entity;
            (C) The amount of the tax loss being surrendered; and
            (D) The Accounting Period of the Surrendering Entity to which the surrender relates.
            Amended (as from 18th June 2014)

          • 9.2.2

            A notice of consent may not be amended, but may be withdrawn by notice to the Tax Department, and replaced by another notice of consent. Except where the consent is withdrawn under rule 9.5 the notice of withdrawal must, to be effective, be accompanied by a notice signifying the consent of the Claimant Entity to the withdrawal.

            Amended (as from 18th June 2014)

          • 9.2.3

            The Claimant Entity must, so far as it is able, amend its return for the Accounting Period for which the claim was made so as to reflect the withdrawal of consent.

            Amended (as from 18th June 2014)

        • 9.3 9.3 Amendment of a return

          • 9.3.1

            Where notice of consent by the Surrendering Entity is given after the Surrendering Entity has filed a return for the Accounting Period to which the surrender relates, the Surrendering Entity must at the same time amend its return so as to reflect the notice of consent.

            Amended (as from 18th June 2014)

          • 9.3.2

            Where notice of consent by the Surrendering Entity relates to a tax loss in respect of which relief has been given under Article 28 (Carry Forward of Tax Losses), the Surrendering Entity, the surrendering Company must at the same time amend its return for the Accounting Period or, if more than one, each of the Accounting Periods in respect of which relief for that tax loss has been given, so as to reflect the new notice of consent.

            Amended (as from 18th June 2014)

          • 9.3.3

            The time limits otherwise applicable to amendment of a return under the Tax Regulations do not prevent an amendment being made under rule 9.3.1 or 9.3.2.

        • 9.4 9.4 Time limit for claims

          • 9.4.1

            A claim for Group Relief may be made or withdrawn at any time up to whichever is the last of the following dates—

            (A) the first anniversary of the Filing Date for the return of the Claimant Entity for the Accounting Period of claim;
            (B) if notice of enquiry is given into that return under Article 121 (Notice of Enquiry and Notice of Intention not to Enquire), 30 days after the enquiry is completed;
            (C) if after such an enquiry the Tax Department amends the return under Article 124 (Completion of Enquiry), 30 days after the notice of amendment is issued;
            (D) if an appeal is brought against such an amendment, 30 days after the date on which the appeal is finally determined, or such longer time as the Tax Department may allow.
            Amended (as from 18th June 2014)

          • 9.4.2

            The time limits otherwise applicable under the Tax Regulations for an amendment of a return do not apply to an amendment to the extent that it makes or withdraws a claim for Group Relief within the time allowed in rule 9.4.1.

        • 9.5 9.5 Amount available for surrender reduced

          • 9.5.1

            This rule applies if, after the Surrendering Entity has given one or more notices of consent to surrender, the total amount available for surrender is reduced to less than the amount stated in the notice, or the total amounts stated in the notices, as being surrendered.

            Amended (as from 18th June 2014)

          • 9.5.2

            The Surrendering Entity must within 30 days withdraw the notice of consent, or as many of the notices as is necessary to bring the total amount surrendered within the new total amount available for surrender, and may give one or more new notices of consent.

            Amended (as from 18th June 2014)

          • 9.5.3

            The Surrendering Entity must notify in writing the withdrawal of consent, and send a copy of any new notice of consent, to the Tax Department and each of the Claimant Entities affected.

            Amended (as from 18th June 2014)

          • 9.5.4

            If the Surrendering Entity fails to act in accordance with rule 9.5.2 the Tax Department may, by notice to the Surrendering Entity give such directions as they think fit as to which notice or notices are to be ineffective or are to have effect in a lesser amount. The Tax Department must at the same time send a copy of the notice to the Claimant Entity, or each Claimant Entity, affected by their action.

            Amended (as from 18th June 2014)

          • 9.5.5

            A Claimant Entity which receives—

            (A) a notice of withdrawal of consent, or a copy of a new notice of consent, under rule 9.5.3; or
            (B) a copy of a notice containing directions by the Tax Department under rule 9.5.4,

            must, so far as it may do so, amend its return for the Accounting Period for which the claim is made so that it is consistent with the new position with regard to consent to surrender.

            Amended (as from 18th June 2014)

      • 10 10 Claims to repayment of tax and rate of charges and compensation

        Amended (as from 18th June 2014)

        • 10.1 Repayment of tax

          A claim to repayment of tax shall be subject to the procedure and time limits for making claims under rule 13.

          Amended (as from 18th June 2014)

        • 10.2 Rate of charges and compensation

          The rate of an additional charge levied in respect of late payment of tax under Article 143 (Late Payment of Tax Charge) or the rate of compensation paid in respect of repayment of tax under Article 144 (Compensation for Overpayment of Tax) may be set by the Director of Tax from time to time and any change to such rate must be published by the Tax Department by way of a public notice.

          Amended (as from 18th June 2014)

      • 11 11 Appeals

        • 11.1 11.1 Standing over of tax payable

          • 11.1.1

            On the making of an appeal under Article 133 (Appeal Procedure) the Tax Department shall, on the receipt of an application in writing by the QFC Entity, stand over in full or in part any tax in dispute until the appeal is finally determined.

            Amended (as from 18th June 2014)

          • 11.1.2

            Any tax stood over under rule 11.1.1 that becomes payable on final determination of an appeal shall bear an additional charge under Article 143 (Late Payment of Tax Charge) from the original due and payable date, as determined by Article 140(1) (Due and Payable Date).

            Amended (as from 18th June 2014)

          • 11.1.3

            This rule does not apply in respect of any appeal against an amendment to a self-assessment under Article 123 (Amendment of Self- Assessment During Enquiry to Prevent Loss of Tax).

            Amended (as from 18th June 2014)

      • 12 12 Electronic filing of returns

        • 12.1 12.1 The basic rule

          • 12.1.1

            The requirement under Article 109 (Obligation to File Return) to file a return shall be treated as fulfilled if the information is transmitted electronically and each of the conditions in rule 12.3 is met with respect to that transmission.

            Amended (as from 18th June 2014)

          • 12.1.2

            Where the requirement to file a return is met by electronic filing under rule 12.1.1 the requirement under Article 109(2) (Obligation to File Return) that the return be signed by the Representative and include a declaration to the effect that the return is to the best of his knowledge correct and complete shall not apply.

            Amended (as from 18th June 2014)

          • 12.1.3

            The time at which the requirement to file the return is fulfilled is the end of the day during which the last of the conditions in rule 12.3 is met.

          • 12.1.4

            In rule 12.1.1 "information" includes any self-assessment, partnership statement, particulars or claim.

        • 12.2 12.2 Supporting documents

          • 12.2.1

            This rule applies where information ("supporting documents") is to be filed with a return under Article 115(1)(b) (Prescribed Form and Information to Accompany Return) and the requirement to file the return is fulfilled by electronic filing under rule 12.1.1.

            Amended (as from 18th June 2014)

          • 12.2.2

            The requirement to file supporting documents shall be treated as fulfilled if they are transmitted electronically and each of the conditions in rule 12.3 is met with respect to that transmission.

          • 12.2.3

            If supporting documents are not transmitted electronically the requirement under Article 115(1)(b) (Prescribed Form and Information to Accompany Return) shall have effect as a requirement to file the supporting documents on or before the day which is the last day for the filing of the return.

            Amended (as from 18th June 2014)

          • 12.2.4

            The time at which the requirement to file the supporting documents is fulfilled is the end of the day during which the last of the conditions in rule 12.3 is met.

        • 12.3 12.3 The conditions

          • 12.3.1

            The first condition is that the transmission must be made by the Representative of the QFC Entity filing the return, or by a person specifically authorised by the Tax Department to file electronically on behalf of that QFC Entity.

          • 12.3.2

            The second condition is that if the person who makes the transmission is notified by the Tax Department of any requirements as to the manner in which transmissions are to be made by him, the transmission complies with the requirements so notified.

          • 12.3.3

            In rule 12.3.2 the requirements referred to include in particular requirements as to the hardware (or type of hardware) or software (or type of software) to be used to make transmissions.

          • 12.3.4

            The third condition is that the transmission must signify, in a manner approved by the Tax Department, that before the transmission was made a hard copy of the information to be transmitted was made and authenticated in accordance with rule 12.4.

          • 12.3.5

            The fourth condition is that the information transmitted must be accepted by the Tax Department under a procedure selected for the purposes of this rule.

        • 12.4 12.4 Hard copies

          • 12.4.1

            A hard copy is made in accordance with rule 12.3.4 if it is made under arrangements designed to ensure that the information contained in the hard copy is the information in fact transmitted.

          • 12.4.2

            A hard copy is authenticated for the purposes of rule 12.3.4 if it is endorsed with a declaration by the Representative of the QFC Entity filing the return that the hard copy is to the best of his knowledge correct and complete and is signed by the Representative.

          • 12.4.3

            In this rule "hard copy" means, in relation to information held electronically, a printed out version of that information.

        • 12.5 12.5 Status of information and proceedings

          • 12.5.1

            Where information is transmitted electronically under this rule, the Tax Department have all the powers they would have if the information accepted had been contained in a return filed by post.

            Amended (as from 18th June 2014)

          • 12.5.2

            A hard copy made and authenticated in accordance with rule 12.3.4 shall be treated for the purposes of any proceedings as if it were a return filed in accordance with Article 109 (Obligation to File Return).

            Amended (as from 18th June 2014)

          • 12.5.3

            If no hard copy is shown to have been made and authenticated in accordance with rule 12.3.4 a hard copy certified by the Tax Department to be a true copy of the information transmitted shall be treated for the purpose of any proceedings as if it were a return filed in accordance with Article 109 (Obligation to File Return), containing any declaration and signature which would have appeared on a hard copy made and authenticated in accordance with rule 12.4.2.

            Amended (as from 18th June 2014)

          • 12.5.4

            In rule 12.5 references to a return includes supporting documents.

      • 13 13 Claims and Elections

        • 13.1 13.1 Procedure for making claims

          • 13.1.1

            Where any provision of the Tax Regulations or these rules provides for relief to be given or any other thing to be done on the making of a claim, this rule shall unless otherwise provided, have effect in relation to the claim.

          • 13.1.2

            A claim for a relief or for repayment of tax shall be for an amount which is quantified at the time the claim is made.

          • 13.1.3

            A claim shall not at any time be made otherwise than being included in a return if it could, at that or any subsequent time, be made by being so included.

          • 13.1.4

            References in this rule to a claim being made in a return include references to a claim being so included by virtue of an amendment of the return under Article 116 (Amended Returns).

            Amended (as from 18th June 2014)

          • 13.1.5

            Where a claim has been made, whether by being included in a return or otherwise, and the claimant subsequently discovers that an error or mistake has been made in the claim, the claimant may make a supplementary claim within the time allowed for making the original claim.

        • 13.2 13.2 Time limits

          • 13.2.1

            Subject to any provision of the Tax Regulations or these rules prescribing a longer or shorter period no claim may be made more than 3 years after the end of the Accounting Period to which the claim relates.

          • 13.2.2

            A claim which could not have been allowed but for the making of an assessment under Article 128 (Discovery Assessments and Determinations) may be made at any time within one year of the date on which the assessment is made.

            Amended (as from 18th June 2014)

        • 13.3 13.3 Claims not included in a return

          • 13.3.1

            A claim not included in a return shall be in such form as the Tax Department may determine and shall provide for a declaration to the effect that all the particulars given in the form are correctly stated to the best of the information and belief of the person making the claim.

          • 13.3.2

            The form of a claim may require—

            (A) such information as is reasonably required for the purposes of determining whether, and if so the extent to which, the claim is correct; and
            (B) the delivery, with the claim, of such accounts, statements and documents relating to information contained in the claim, as are reasonably required for the purpose mentioned in paragraph 13.3.2(A).

          • 13.3.3

            Part 20 (Enquiries) of the Tax Regulations shall, with necessary modifications, apply to claims not included in a return.

            Amended (as from 18th June 2014)

        • 13.4 Late Elections

          A late election under Article 32(4) (Group Relief), Article 40 (Election to Treat as an Expense), Article 82 (Election for Special Exempt Status) or Article 88 (Election for the Application of the Concessionary Rate) may be accepted by the Director of Tax where he is satisfied, on receipt of a written application for the purpose, that there was a reasonable cause why the election could not be made in time and it was made thereafter without unreasonable delay.

          Amended (as from 18th June 2014)

      • 14 Reorganisations and reconstructions

        An application under Article 46 (Reorganisations and Reconstructions Carried out for Bona Fide Commercial Reasons) shall be made in the return for the Accounting Period during which the reorganisation or reconstruction occurred and must contain the following information—

        (A) full particulars of the transaction or transactions constituting the reorganisation or reconstruction;
        (B) the date that the transaction or transactions constituting the reorganisation or reconstruction took place;
        (C) copies of all relevant documents with the relevant parts or passages identified;
        (D) the applicant's opinion of the tax consequences of the reorganisation or reconstruction, together with the reasons why it is considered those consequences should not apply, and the tax neutral treatment of Article 46 (Reorganisations and Reconstructions Carried out for Bona Fide Commercial Reasons) apply instead;
        (E) the applicant's explanation of any particular point(s) of difficulty regarding the application; and
        (F) details of the provisions of the Tax Regulations and these rules the applicant considers are relevant to the application.
        Amended (as from 18th June 2014)

      • 15 15 Reimbursable Tax Losses

        • 15.1.1

          A QFC Entity is only entitled to make a claim under Article 96 (Payment of Reimbursable Tax Losses) for payment of a tax credit in respect of a Reimbursable Tax Loss for a Reimbursable Accounting Period if it falls within the list of QFC Entities entitled to benefit from Part 16 (Credit for Tax Losses) of the Tax Regulations published by the Tax Department by way of a public notice.

          Inserted (as from 18th June 2014)

        • 15.1.2

          The amount of the tax credit to which a QFC Entity is entitled in respect of a Reimbursable Tax Loss for a Reimbursable Accounting Period under Part 16 (Credit for Tax Losses) of the Tax Regulations is—

          (A) 8% of the amount of the Reimbursable Tax Loss for the Reimbursable Accounting Period or such other amount as may be set by the Director of Tax from time to time and is published by the Tax Department by way of a public notice ; or
          (B) QR 200,000,

          whichever is lower.

          Inserted (as from 18th June 2014)