Partnership Regulations 2007
Enactment Notice
QATAR FINANCIAL CENTRE
REGULATION NO. 13 of 2007
QFC PARTNERSHIP REGULATIONS
The Minister of Economy and Commerce hereby enacts the following Regulations pursuant to Article 9 of Law No. (7) of 2005.
Yousef Kamal
Acting Minister of Economy and Commerce of the State of Qatar
Issued at: The Qatar Financial Centre, Doha
On: 21 MUHARRAM 1429
Corresponding to: 29/1/2008Part 1: Part 1: Application, Commencement and Interpretation
Article 1 - Citation
(1) TheseRegulations may be referred to as thePartnership Regulations 2007.Article 2 - Application
(1) TheseRegulations are made by theMinister pursuant to Article 9 of the QFC Law. TheseRegulations shall apply in theQFC . To the fullest extent permitted by theQFC Law , the laws, rules andRegulations of theState concerning the matters dealt with by or under theseRegulations shall not apply in theQFC .(2) References to theCRO in theseRegulations are to the Companies Registration Office whose general functions, duties and powers are contained in Regulation No. 2 of 2005,QFC Companies Regulations .Article 3 - Commencement
(1) TheseRegulations shall come into force on the date of their signature by theMinister .Article 4 - Language
(1) In accordance with Article 9 of the QFC Law, theseRegulations are written in the English language and the text thereof shall be the official original text. Any translation thereof into another language shall not be authoritative and in the event of any discrepancy between the English text of theseRegulations and any other version, the English text shall prevail.Article 5 - Interpretation
(1) Words and expressions used in theseRegulations and interpretative provisions applying to theseRegulations are set out in Part 13.Article 6 - Power of QFC Authority and QFC Regulatory Authority to make rules
(1) TheQFC Authority and theQFC Regulatory Authority , each within the scope of their jurisdiction, authority or powers conferred upon them may make rules to the extent set out in theQFC Law , theseRegulations and any otherRegulations conferring powers, duties and functions on theQFC Authority andQFC Regulatory Authority as they deem necessary or appropriate to implement, carry out or enforce theseRegulations .(2) The provisions of theseRegulations shall have no effect to the extent they are excluded by, conflict or are inconsistent with, duplicate or otherwise alter the meaning or effect of, any rules made by theQFC Regulatory Authority acting within the scope of its authority under theQFC Financial ServicesRegulations or any otherRegulations enacted with the approval of theCouncil of .Minister sPart 2: Part 2: Introductory Provisions
Article 7 - Meaning of Partnership Agreement and Partnership
(1) APartnership Agreement is an agreement between two or more persons for carrying on aBusiness together with the object of making a profit.(2) For the purposes of theseRegulations , "Partnership " is the relation which subsists between persons (each a "Partner ") carrying on aBusiness together under aPartnership Agreement.(3) For the purposes of theseRegulations , persons who have entered intoPartnership with one another are called collectively "aPartnership ".(4) In theseRegulations "Business " includes every trade, profession and occupation.Article 8 - Whether or not persons are carrying on a Business together
(1) For the purposes of Article 7(1), a person does not carry on aBusiness with another merely because:(A) he receives a payment contingent on or varying with theProfits of aBusiness ;(B) he is an agent of a person engaged in aBusiness and has a contract for his remuneration by a share of theProfits of theBusiness ;(C) he receives a debt or other liquidated amount (by instalments or otherwise) out of the accruingProfits of aBusiness ;(D) he is the beneficiary of the estate of a person who has died and receives by way of annuity a share ofProfits made in aBusiness in which the deceased was aPartner ;(E) he lends money to a person engaged in or about to engage in aBusiness and under the contract for the loan is to receive a rate of interest varying with theProfits of theBusiness or a share of thoseProfits ; or(F) he sells the goodwill of aBusiness and receives (by way of annuity or otherwise) a share of theProfits of theBusiness in return for the sale.(2) A person does not carry on aBusiness with another merely because they share an interest inProperty (whether or not they shareProfits made by the use of theProperty ).(3) A person does not carry on aBusiness with another merely because they share grossProfits (whether or not they have a joint or common interest in anyProperty from which, or from the use of which, the returns are derived).Article 9 - General and Limited Partnerships
(1) ALimited Partnership is aPartnership comprising at least oneGeneral Partner and at least oneLimited Partner , as set out in Article 36.(2) AGeneral Partnership is aPartnership which is not aLimited Partnership .(3) For the avoidance of doubt provisions in theseRegulations relating toPartnerships apply to bothGeneral Partnerships andLimited Partnerships unless the context demands otherwise and provisions relating toPartners apply to bothGeneral Partners andLimited Partners unless the context demands otherwise.Article 10 - Bodies excluded from scope of these Regulations
(1) None of the following is aPartnership for the purposes of theseRegulations :-(A) A limited liability partnership established under theQFC Limited LiabilityPartnerships Regulations 2005;(B) any other body corporate wherever incorporated;(C) a partnership constituted under the law of a country or territory outside theQFC which does not comply with Part 8 of theseRegulations ; or(D) any other association or body formed under any other law, Enactment, letters patent or charter or under the law of a country or territory outside theQFC .Article 11 - Partnership Agreements
(1) APartnership Agreement may be varied in accordance with its terms or with the agreement of all existingPartners .Article 12 - Default Partnership rules
(1) In theseRegulations "Default Rule " means a rule that applies in relation to aPartnership if the point dealt with in the rule is not dealt with in thePartnership Agreement .(2) If aDefault Rule applies in relation to aPartnership , it is to be treated as if it were a term of thePartnership Agreement .(3) The application of aDefault Rule in relation to aPartnership may be modified or excluded:(A) in accordance with the terms of thePartnership Agreement ; or(B) if all thePartners agree.Part 3: Part 3: Provisions Relating to Partnerships in General
Article 13 - The carrying on of the Partnership Business
(1) ThePartners carry on thePartnership Business .(2) ThePartners are agents of each other for the purpose of thePartnership Business .(3) It is aDefault Rule that a change in the nature of thePartnership Business (whether or not it involves a change in thePartnership Agreement ) requires the agreement of all thePartners .Article 14 - Overriding duty of good faith
(1) APartner must act in good faith towards:(A) thePartnership ; and(B) each of the otherPartners , in relation to any matter affecting thePartnership .(2) In particular, aPartner must:(A) keep each of the otherPartners fully informed ofPartnership matters;(B) account to thePartnership for anySecret Profit ; and(C) account to thePartnership for anyProfits of a competingBusiness .(3) The mutual rights and duties of thePartners , and the mutual rights and duties of thePartnership and thePartners , (whether arising under theseRegulations or thePartnership Agreement ) are subject to the duty imposed by subsection (1)Article 15 - Duties of disclosure on forming or joining Partnership
(1) If two or more persons are about to form aPartnership , each prospectivePartner must disclose to the other prospectivePartners anything known to him which a prudent prospectivePartner would reasonably expect to be disclosed in order to decide whether or not to form thePartnership .(2) Subsections (3) and (4) apply if a person ("the prospectivePartner ") is about to become aPartner in an existingPartnership .(3) ThePartners must disclose to the prospectivePartner anything known to them which a prudent prospectivePartner would reasonably expect to be disclosed in order to decide whether or not to become aPartner .(4) The prospectivePartner must disclose to thePartners anything known to him which prudentPartners would reasonably expect to be disclosed in order to decide whether or not to admit him as aPartner .(5) The duties under this Article may be waived (in whole or in part) by agreement between the prospectivePartners (or between the prospectivePartner and thePartners ).(6) For the purposes of this Article, anything which a person reasonably ought to know is to be treated as known to him.Article 16 - Partner's share of Profits and Losses
(1) This Article contains aDefault Rule .(2) ThePartners are entitled to share anyPartnership Profits , and are liable to bear anyPartnership Losses , in equal proportions.Article 17 - Remuneration, expenses, personal liabilities etc
(1) This Article containsDefault Rules .(2) APartner is not entitled to remuneration from thePartnership for acting in thePartnership Business .(3) But aPartner is entitled to be indemnified by thePartnership in respect of a payment made by him:(A) in the proper conduct of thePartnership Business or in connection with anything necessarily done for the preservation of thePartnership Business orProperty ; or(B) to discharge the whole or a part of his personal liability for aPartnership Obligation or in reasonable settlement of an alleged personal liability for aPartnership Obligation .(4) The indemnity does not affect any claim which anotherPartner may have against thePartner .(5) If thePartnership wrongly fails to pay to aPartner any amount for which it is liable to account to him, he is entitled to contribution from the otherPartners in the same proportions as if the amount were aPartnership Loss .Article 18 - Capital contribution etc. by Partner
(1) This Article containsDefault Rules .(2) NoPartner is entitled, or may be required, to:(A) contribute capital to thePartnership ; or(B) vary the amount of his capital contribution to thePartnership , unless he and all the otherPartners agree.(3) If aPartner contributes capital to thePartnership , he is not entitled to interest on it.(4) If aPartner makes an advance to thePartnership beyond the amount (if any) of the capital he has agreed to contribute, he is entitled to receive interest from thePartnership at thePrescribed Form from the date of the advance.Article 19 - Management etc, of Partnership Business and affairs
(1) This Article containsDefault Rules .(2) APartner is entitled to take part in the management of thePartnership Business and affairs.(3) Differences about ordinary matters connected with thePartnership Business or affairs may be decided by a majority of thePartners .(4) But differences about other matters connected with thePartnership Business or affairs must be decided by all thePartners .(5) The question whether aPartnership should take legal or arbitral proceedings against, or defend such proceedings brought by, another person (whether or not aPartner ) is an ordinary matter.(6) ThePartnership Agreement cannot be varied under subsection (3).Article 20 - Accounting and Partnership Records
(1) This Article containsDefault Rules .(2) APartner must:(A) ensure that proper accountingRecords are kept of transactions affecting thePartnership in which he is involved and of which the otherPartners would reasonably expect suchRecords to be kept; and(B) ensure that theRecords are made available, on request, to thePartnership or any otherPartner .(3) APartner must cooperate with any person who is keepingPartnership Records or drawing upPartnership accounts on behalf of thePartnership .Article 21 - Partnership bound by acts of Partners carrying on Business in usual way
(1) APartnership is bound by anything done by aPartner for carrying on in the usual wayBusiness of the kind carried on by thePartners .(2) But thePartnership is not bound if:(A) thePartner has no authority to do the thing on behalf of thePartnership ; and(B) the person with whom thePartner is dealing:(i) has notice that thePartner has no authority, or(ii) does not know or believe him to be aPartner in thePartnership .Article 22 - Partnership Property
(1)Partnership Property must be held and applied by thePartners exclusively for the purposes of thePartnership and in accordance with thePartnership Agreement .Article 23 - Vicarious Liability of Partnership for loss or injury caused by Partner
(1) APartnership is liable for loss or injury to another person caused by aPartner's wrongful act or omission if the act or omission:(A) occurs in the ordinary course of thePartnership Business ; or(B) is authorised by thePartnership .Article 24 - Unlimited Liability of Partners
(1) Each of thePartners in aGeneral Partnership has unlimited liability and is personally liable jointly and severally with the otherPartners for the whole amount of anyPartnership Obligation incurred while he is aPartner .(2) But aPartner ("A") is not personally liable under subsection (1) for aPartnership Obligation owed to aPartner or formerPartner ("B") if:(A) thePartnership Agreement (including anyDefault Rules ); or(B) another agreement to which A and B are parties,makes provision about whether or not B is entitled to indemnity or contribution from A in respect of the obligation.(3) In theseRegulations "Partnership Obligation " includes:(A) anyPartnership debt; and(B) any other liability of thePartnership .(4) For the purposes of theseRegulations , aPartnership Obligation which results from:(A) breach of a duty in tort;(B) breach of trust; or(C) breach of a fiduciary duty,is to be treated as having been incurred at the time of the act or omission that gave rise to the breach.Article 25 - Partner's secondary Liability: supplementary
(1) The periods of limitation and prescription applicable to aPartner's personal liability forPartnership Obligations are as for any other debt owed by thePartner incurred on the date when the personal liability was incurred.Article 26 - Non-Partners who are liable by "holding out"
(1) If(A) a person {"A") who is not aPartner in aPartnership represents himself, or knowingly allows himself to be represented, as aPartner ; and(B) a person ("B") deals with thePartnership in reliance on the representation,A is personally liable for the whole amount of anyPartnership Obligation incurred by B as a result.(2) Subsection (1) also applies if A:(A) is aPartner at the time the representation is made or communicated to B; but(B) is no longer aPartner at the time B deals with thePartnership in reliance on the representation.(3) Subsection (1) applies:(A) even if A does not know that the representation has been made or communicated to B in particular; and(B) whether the representation is made or communicated in writing, by conduct or otherwise.(4) Article 24(2) applies in relation to A's personal liability under subsection (1) as if it were a personal liability of aPartner under Article 24(1).(5) A is entitled to be indemnified by thePartnership in respect of a payment made by him to discharge the whole or a part of his personal liability under subsection (1) for aPartnership Obligation or in reasonable settlement of an alleged personal liability of his under subsection (1).(6) The indemnity does not affect any claim which aPartner may have against A.(7) This Article is subject to Article 28.Article 27 - Liability of former Partner for obligations incurred while a Partner
(1) A person who ceases to be aPartner does not by doing so cease to be personally liable under Article 24(1) forPartnership Obligations incurred while he was aPartner .(3) An agreement between a formerPartner , thePartnership and a creditor to discharge the formerPartner from his personal liability for aPartnership Obligation does not require valuable consideration.Article 28 - Restrictions on Liability of former Partners or employees by "holding out"
(1) This Article limits the circumstances in which a person ("A") who has ceased to be aPartner in aPartnership may be held personally liable under Article 26(1) for aPartnership Obligation incurred by a person ("B") who dealt with thePartnership in reliance on a representation made while A was aPartner .(2) A is not liable if the representation was made or communicated to B:(A) while A was still aPartner , but(B) more than one year before B dealt with thePartnership in reliance on it.(3) A is not liable if:(A) the representation was made or communicated to B while A was still aPartner ; and(B) before B dealt with thePartnership in reliance on the representation, notice that A was ceasing, or had ceased, to be aPartner was given to B (or sent to B's last knownAddress ).(4) A is not liable if the representation consists merely in:(A) thePartnership Business continuing to be carried on in the samePartnership Name ; or(B) thePartnership Name continuing to include A'sName , after A has ceased to be aPartner .(5) In this Article, references to aPartner in aPartnership include an employee of thePartnership .Article 29 - Disclosure of Names and Addresses of Partners
(1) A person dealing with aPartnership is entitled, on request to thePartnership or aPartner , to be informed of:(A) the fullName of eachPartner ; and(B) anAddress for service of eachPartner .(2) A person who has a complaint against aPartnership connected with dealings he has had with thePartnership is entitled, on request to thePartnership , aPartner or a formerPartner , to be given such information as the person requested is reasonably able to provide (or to obtain) as to:(A) the fullName of each person who was aPartner at the time of the act or omission to which the complaint relates; and(B) anAddress for service, or the last knownAddress , of each such person.(3) TheTribunal may make provision enabling a person who is considering:(A) making a claim against aPartnership ; or(B) making a claim against aPartner or formerPartner in respect of aPartnership Obligation , to apply to theTribunal , before bringing proceedings in respect of the claim, for an order for the disclosure of the information mentioned in subsection (1) or (2).(4) This Article does not apply in relation to aLimited Partner or former LimitedPartner of aLimited Partnership that is aCollective Investment Fund registered by theRegulatory Authority .Article 30 - Position of assignees etc. of Partner's share
(1) This Article applies if the whole or a part of the share in aPartnership of aPartner ("A") is assigned (whether voluntarily or as a result of death, insolvency or otherwise) to another person ("B").(2) B may not:(A) take part in the management or administration of thePartnership Business or affairs; or(B) inspect anyPartnership Records .(3) But that does not affect any of B's rights to receive amounts in respect of the whole (or part) of:(A) A's share in thePartnership ; orProfits (B) A's entitlement on ceasing to be aPartner or on the winding up of thePartnership .(4) Nothing in this Article prevents a person to whom aPartner has assigned the whole of his share absolutely from becoming aPartner in place of the assignor if:(A) all thePartners agree to the substitution; or(B) the substitution is made in accordance with thePartnership Agreement .Article 31 - Events which break up a Partnership
(1) Subject to any agreement between thePartners , aPartnership breaks up if:(A) in the case of aPartnership of defined duration :(i) the specified period expires; or(ii) the venture is accomplished; or(B) in the case of any otherPartnership , aPartner gives notice to the otherPartners of his intention to break up thePartnership .(2) Subject to any agreement between thePartners , aPartnership breaks up if aPartner dies or (if not an individual) is dissolved.(3) APartnership breaks up if an order under Article 89 has effect in relation to it.Article 32 - Effects of break up
(1) Once aPartnership breaks up, thePartnership Business may be carried on only in so far as permitted under Article 93.Article 33 - Publicity for departure of Partner or break up of Partnership
(1) If a person ceases to be aPartner in aPartnership , he or anyPartner :(A) is entitled to publish notice of the fact; and(B) may require thePartnership or any otherPartner to give anyNecessary Consent for such purpose.(2) If aPartnership breaks up, anyPartner or any person who ceased to be aPartner on or after the break up:(A) is entitled to publish notice of the break up; and(B) may require thePartnership or any otherPartner to give any Necessary Consent for such purpose.(3) This Article does not apply in relation to aLimited Partner or former LimitedPartner of aLimited Partnership that is aCollective Investment Fund registered by theRegulatory Authority .Article 34 - Winding up by Partners
(1) if aPartnership breaks up, it may be wound up under this Article by one or more of thePartners .(2) Subsection (3) applies if, after the break up, there are two or morePartners .(3) ThePartnership Business may be carried on:(A) if thePartners agree that it should be carried on; and(B) so far as is necessary for the beneficial winding up of thePartnership .(4) Otherwise, the authority of aPartner to bind thePartnership continues so far as is necessary to:(A) wind up thePartnership ; and(B) complete any transactions begun but unfinished at the time of the break up.(5) It is aDefault Rule that differences about other matters connected with the winding up of thePartnership under this Article may be decided by a majority of thePartners .(6) An agreement under subsection (3) may confer authority on one or more of thePartners for the purpose of carrying on thePartnership Business in accordance with that subsection.Article 35 - Distribution of Partnership's assets on winding up
(1) This Article containsDefault Rules about:(A) the way in which aPartnership's assets must be dealt with after its break up; and(B) the settlement of accounts between thePartners .(2) In this Article "Partner " includes a person who ceased to be aPartner on or after the break up.(3) ThePartnership's assets must be dealt with as follows:
Step 1
EachPartner must pay to thePartnership any amount which he owes to it.
Step 2
ThePartnership must pay its debts and discharge itsLiabilities to persons other thanPartners .
If thePartnership does not have sufficient assets to do this in full, thePartners must contribute amounts, in the same proportions as they would be liable to bear anyPartnership Losses, in order to make up the shortfall.
Step 3
ThePartnership must pay to eachPartner any amount (other than in respect of capital) which it owes to him.
If thePartnership does not have sufficient assets to do this in full, thePartners must contribute amounts, in the same proportions as they would be liable to bear anyPartnership Losses, in order to make up the shortfall.
Step 4
ThePartnership must pay to eachPartner any amount which it owes to him in respect of capital.
If thePartnership does not have sufficient assets to do this in full, it must pay the remaining assets to thePartners in proportion to their respective capital contributions.
Step 5
ThePartnership must distribute any surplus among thePartners in the same proportions as they would be entitled to share anyPartnership .Profits (4) If aPartner is unable, as a result of his insolvency, to contribute an amount required under Step 2 or 3, the otherPartners must contribute that amount according to the proportions in which they are liable (as between themselves only) to contribute under that Step.Article 36 - Optional Registration of a General Partnership
Part 4 Part 4 Limited Partnerships
Article 37 - Limited and General Partners
(1) ALimited Partnership must have:(A) one or moreGeneral Partners each of whom has unlimited liability, and(B) one or moreLimited Partners each of whom has limited liability so long as he complies with Article 38.(2) A person does not become aLimited Partner in aLimited Partnership until registered as such.(3) A person does not cease to be aLimited Partner in aLimited Partnership until he is registered as no longer being aLimited Partner in thePartnership .(4) But subsection (2) does not apply if the person ceases to be aPartner on his death or (if not an individual) dissolution.(5) A "General Partner " is a person who:(A) is aPartner in aLimited Partnership , but(B) is not aLimited Partner .(6) APartnership is not aLimited Partnership until registered as such in accordance with the provisions in Part 5 of theseRegulations .(7) Article 37 (2) and (3) do not apply to aLimited Partner in aLimited Partnership that is aCollective Investment Fund .Article 38 - Restricted role of Limited Partner
(1) ALimited Partner must not take part in the management of thePartnership Business or affairs.(2) Nothing in subsection (1) prevents aLimited Partner from doing anything which is a permitted activity under Article 39.Article 39 - Permitted activities for Limited Partners
(1) Each of the following is a permitted activity:(A) taking part in a decision about the variation of thePartnership Agreement ;(B) subject to Article 43(4) and (5), taking part in a decision about whether to approve, or veto, a class of investment by theLimited Partnership ;(C) taking part in a decision about whether the general nature of thePartnership Business should change;(D) subject to Article 43(4) and (5), taking part in a decision about whether to dispose of thePartnership Business or to acquire anotherBusiness ;(E) taking part in a decision about whether a person should become or cease to be aPartner ;(F) taking part in a decision about whether thePartnership should end;(G) taking part in a decision about how thePartnership should be wound up;(H) enforcing his rights under thePartnership Agreement (unless those rights are to carry out management functions);(I) approving the accounts of theLimited Partnership ;(J) being engaged under a contract by theLimited Partnership or by aGeneral Partner in theLimited Partnership (unless the contract is to carry out management functions);(K) acting in his capacity as a director or employee of, or a shareholder in, a corporateGeneral Partner ;(L) taking part in a decision which involves an actual or potential conflict of interest between aLimited Partner (orLimited Partners ) and aGeneral Partner (orGeneral Partners );(M) discussing the prospects of thePartnership Business ;(N) consulting or advising aGeneral Partner , or theGeneral Partners , about the activities of theLimited Partnership or about its accounts (including doing so as a member of an advisory committee of theLimited Partnership );(2) Without prejudice to Article 39(1)(E) above aLimited Partner has no right to dissolve aLimited Partnership by notice.(3) Without prejudice to Article 39(1 )(F) above, only aGeneral Partner , or theGeneral Partners , may decide that theLimited Partnership will not break up upon the death or (if not an individual) dissolution of aPartner .Article 40 - Limited Liability of Limited Partner
(1) Subject to subsection (3) and Article 41, aLimited Partner is not personally liable for anyPartnership Obligation incurred while he is aLimited Partner .(2) While a person remains aLimited Partner , he is not entitled either directly or indirectly to draw out or receive back the whole or part of any Relevant Capital Contribution made by him to thePartnership .(3) If he does so:(A) he is personally liable under Article 24(1) (subject to Article 24(2)) for anyPartnership Obligation incurred while he is aLimited Partner ; but(B) his total personal liability under Article 24(1) cannot exceed the amount drawn out or received back.Article 41 - Limited Partner who has unlimited Liability
(1) If aLimited Partner fails to comply with Article 38, he is personally liable under Article 24(1) (subject to Article 24(2)) for:(A) anyPartnership Obligation incurred as a result of the non-compliance; and(B) any otherPartnership Obligation incurred during the period of non-compliance.Article 42 - General application of Regulations to Limited Partnerships
(1) Subject to any provision to the contrary, the entirety of theseRegulations apply in relation toLimited Partnerships as it applies in relation toGeneral Partnerships .Article 43 - Rights and duties of the Partners etc
(1) ALimited Partner is not subject to the duties in:(A) Article 14(2)(A) and (C) (keepingPartners informed and accounting forProfits of a competingBusiness ); and(2) Article 21 (Partnership bound by acts ofPartners carrying onBusiness in usual way) does not apply in relation to aLimited Partner .(3) Subsections (4) to (7) containDefault Rules for aLimited Partnership .(4) Differences about ordinary matters connected with thePartnership Business or affairs may be decided by:(A) theGeneral Partner ; or(B) if there is more than oneGeneral Partner , a majority of them.(5) But differences about other matters connected with thePartnership Business or affairs must be decided by:(A) theGeneral Partner ; or(B) if there is more than oneGeneral Partner , all of them.(6) The question whether aLimited Partner should be given authority to act on behalf of thePartnership is not an ordinary matter.(7) ThePartnership Agreement cannot be varied under subsection (4).Article 44 - Change in Partners
(1) Nothing in Article 30 prevents a person to whom aPartner has assigned the whole of his share absolutely from becoming aPartner in place of the assignor if:(A) theGeneral Partner agrees to the substitution or, if there is more than oneGeneral Partner , all of them agree to it; or(B) the substitution is made in accordance with thePartnership Agreement .Article 45 - Break up and winding up of Limited Partnership
(1) It is aDefault Rule for aLimited Partnership that the responsibility for winding up thePartnership under Article 34 is that of theGeneral Partner orGeneral Partners , unless:(A) theTribunal orders otherwise; or(B) there are noGeneral Partners .Part 5 Part 5 Incorporation and Registration of Limited Partnerships
Article 46 - Incorporation of a Limited Partnership
(1) Two or more persons may apply for the incorporation of aLimited Partnership for the purpose of carrying on aBusiness of a kind permitted by theQFC Law to be conducted in theQFC by signing and filing with theCRO anIncorporation Document and aLimited Partnership Agreement together with thePrescribed Fee and otherwise complying with the requirements of theseRegulations in respect of registration.(2) TheIncorporation Document filed with theCRO shail set out or have attached thereto:(B) the nature of theBusiness to be conducted by theLimited Partnership and it shall be sufficient to state that the purpose of the LimitedPartnership is to engage in any lawful act or activity for which LimitedPartnerships may be incorporated under theQFC Law andRegulations ;(C) theAddress of the registered office of theLimited Partnership , which shall be in theQFC ;(D) the date of the financial year end of theLimited Partnership ;(E) the fullName ,Address , date of birth, nationality andBusiness occupation of all of the persons who are to be General orLimited Partners of theLimited Partnership on incorporation together with a declaration that each of them is qualified to act as such General orLimited Partner pursuant to theseRegulations ; and(F) such other particulars as theCRO may require from time to time.(3) The IncorporationDocument and all other documentation required to be submitted to theCRO shall be in English and shail be in such form as theCRO may prescribe or approve from time to time.(4) Article 46 (2) (E) does not apply in relation to aLimited Partner of aLimited Partnership that is aCollective Investment Fund .Article 47 - Registration
(1) NoLimited Partnership shall be incorporated without the consent of theCRO .(2) On incorporation theCRO shall:(A) give a certificate that theLimited Partnership is incorporated with theName specified in the certificate and with effect from the date of the certificate;(B) allocate to theLimited Partnership a number, which shall be theLimited Partnership's registered number; and(C) enter theName and registered number of theLimited Partnership in the index ofNames and registered numbers maintained by theCRO under theseRegulations or theCompanies Regulations .(3) A certificate of incorporation shall be conclusive evidence that the LimitedPartnership is incorporated with theName specified in it and the requirements of theseRegulations have been complied with in respect of the incorporation and registration of theLimited Partnership and thereafter no defect in the process prior to the incorporation thereof shall affect the validity of its incorporation.(4) A decision of theCRO refusing to issue a certificate of incorporation may be reviewed consistent with any applicable standards and procedures issued by theQFC Authority for such purpose.Article 48 - Registration of membership changes
(1) ALimited Partnership must ensure that:(A) where a person becomes or ceases to be a General orLimited Partner , notice is delivered to theCRO within 28 days; and(B) where there is any change in theName orAddress of a General orLimited Partner , notice is delivered to theCRO within 28 days.(2) A notice delivered under Article 48(1):(A) shall be in a form approved by theCRO ; and(B) shall be signed by aGeneral Partner of theLimited Partnership orauthenticated in a manner approved by theCRO and if it relates to a person becoming a Limited orGeneral Partner , shall contain a statement that he consents to becoming such, signed by him or authenticated in a manner approved by theCRO .(3) If aLimited Partnership fails to comply with Article 48(1), theLimited Partnership and everyPartner is in contravention of theseRegulations .(4) It is a defence for aPartner who would otherwise be subject to a financial penalty under Article 48(3) to prove that he took all reasonable steps for securing that Article 48(1) was complied with.(5) This Article does not apply in relation to aLimited Partner of aLimited Partnership that is aCollective Investment Fund registered by theRegulatory Authority .Article 49 - Notices under Article 48
Where a person becomes a Limited or
General Partner of aLimited Partnership the notice to be delivered to theCRO under Article 48 shall contain the following particulars with respect to that person:(1) hisName ;(2) hisAddress ; and(3) in the case of an individual, the date of his birth.Article 50 - Situation of registered office
(1) ALimited Partnership shall:(A) at all times have a registered office situated in theQFC ; and(B) carry on its principalBusiness activity at or from the registered office unless theQFC Authority permits suchBusiness activity to be carried on, at or from another place within theQFC .(2) On the incorporation of aLimited Partnership the situation of its registered office shall be that stated in theIncorporation Document .(3) ADocument may be served on aLimited Partnership by leaving it at, or sending it by hand or by fax or by courier, to the registered office of theLimited Partnership .Article 51 - Change of registered office
(1) ALimited Partnership may change its registered office by delivering notice of the change to theCRO together with payment of thePrescribed Fee .(2) A notice delivered under Article 51 (1):(A) shall be in a form prescribed or approved by theCRO ; and(B) shall be signed by aGeneral Partner of theLimited Partnership or authenticated in a manner approved by theCRO .(3) Where theCRO receives a notice under Article 51{1) it shall enter the new registered office on the register in place of the former registered office.(4) The change of registered office shall take effect upon the notice of change of registered office delivered to theCRO in accordance with Article 51(2) being registered by theCRO , but until the end of the period of 21 days beginning with the date on which it is registered a person may validly serve anyDocument on theLimited Partnership at its previous registered office.(5) Where aLimited Partnership unavoidably ceases to perform at its registered office any duty to keep at its registered office any register, index or otherDocument or to mention theAddress of its registered office in anyDocument in circumstances in which it was not practicable to give prior notice to theCRO of a change in the situation of the registered office, but:(A) resumes performance of that duty at other premises as soon as practicable; and(B) gives notice accordingly to theCRO of a change in the situation of its registered office within 21 days of doing so,it shall not be treated as having failed to comply with that duty.Article 52 - Registration of Name
(1) TheName of a Limited LiabilityPartnership must:(A) be written using letters of the English alphabet or such other characters acceptable to theCRO ; and(B) end with:(i) the expression "Limited Partnership "; or(ii) the abbreviation "lp" or "LP"(2) ALimited Partnership shall not be registered by aName :(A) which includes, otherwise than at the end of theName , either the expression "Limited Partnership " or either of the abbreviations "lp" or "LP";(B) which is the same as aName appearing on the index ofNames maintained by theCRO ; or(C) which in the opinion of theCRO is offensive or otherwise undesirable.(3) Except with the approval of theCRO , aLimited Partnership shall not be registered by aName which in the opinion of theCRO would be likely to give the impression that it is connected in any way with theState .Article 53 - Change of Name
(1) ALimited Partnership may change itsName at any time to anotherName with which aLimited Partnership may be registered under Article 52.(2) Where aLimited Partnership changes itsName it shall deliver, within 21 days, a notice to theCRO and shall pay to theCRO thePrescribed Fee .(3) A notice delivered under Article 53(2):(A) shall be in a form prescribed or approved by theCRO ; and(B) shall be signed by aGeneral Partner of theLimited Partnership or authenticated in a manner approved by theCRO .(4) Where theCRO receives a notice under Article 52(2) it shall (unless the newName is one by which aLimited Partnership may not be registered):(A) enter the newName on the register in place of the formerName ; and(B) issue a certificate of the change ofName .(5) The change ofName has effect from the date on which the certificate referred to in Article 53(4)(B) is issued.Article 54 - Effect of change of Name
A change of
Name by theLimited Partnership does not:(1) affect any of its rights or duties; or(2) render defective any legal proceeding by or against itand any legal proceedings that might have been commenced or continued against it in its formerName may be commenced or continued against it in its newName .Article 55 - Power to require change of Name
(1) Where aLimited Partnership has been registered by aName which:(A) is the same as or, in the opinion of theCRO , too like aName appearing at the time of registration in the index maintained by theCRO ; or(B) is the same as or, in the opinion of theCRO , too like aName which should have appeared in the index at that timetheCRO may within 12 months of that time in writing direct theLimited Partnership to change itsName within such period as it may specify.(2) If it appears to theCRO :(A) that misleading information has been given for the purpose of the registration of aLimited Partnership by a particularName ; or(B) that undertakings or assurances have been given for that purpose and have not been fulfilledit may, within five years of the date of its registration by thatName , in writing direct theLimited Partnership to change itsName within such period as theCRO may specify.(3) If in theCRO 's opinion theName by which aLimited Partnership is registered gives so misleading an indication of the nature of its activities as to be likely to cause harm to the public, it may in writing direct theLimited Partnership to change itsName within such period (being not less than one month) as theCRO may specify.(4) TheLimited Partnership may, within three weeks from the date of any direction Under Article 55(1), (2) or (3), apply to theTribunal to set it aside and theTribunal may set the direction aside or confirm it and, if it confirms it, shall specify the period within which it must be complied with.(5) Where a direction has been given under Article 55(1), (2) or (3) specifying a period within which aLimited Partnership is to change itsName , theCRO may at any time before that period ends extend it by a further direction in writing.Article 56 - Improper use of "Limited Partnership"
If any person carries on a
Business under aName or title which includes in the last words:(1) the expression "Limited Partnership "; or(2) any contraction or imitation of that expressionthat person unless aLimited Partnership or aBranch of a Non-QFCLimited Partnership whoseName includes the words "Limited Partnership " or an abbreviation thereof, contravenes theseRegulations .Article 57 - Similarity of Names
In determining whether one
Name is the same as another there are to be disregarded:(1) the definite article as the first word of eitherName ;(2) any of the following at the end of theNames :(A) "limited liability company";(B) "company";(C) "limited";(D) "unlimited";(E) "limited partnership";(F) "limited liability partnership";(G) "partnership"; and(H) and any abbreviation of the above.(3) Type and case of letters, accents, spaces between letters and punctuation marks; and(4) "and" and "&" are to be taken as the same.Article 58 - Name to appear outside place of Business
(1) EveryLimited Partnership shall paint or affix, and keep painted or affixed, itsName on the outside of every office or place in which itsBusiness is carried on, in a conspicuous position and in letters easily legible.(2) If aLimited Partnership does not paint or affix, and keep painted or affixed, itsName as required above, theLimited Partnership and everyPartner of it who is in default is in contravention of theseRegulations .Article 59 - Disclosures required of a Limited Partnership in the use of its Name
(1) TheName of aLimited Partnership , its registered number and theAddress of its registered office shall appear in legible characters in all itsBusiness letters, written orders for goods or services, invoices and receipts, written demands for payment and other such similar documentation.(2) If aPartner of aLimited Partnership or a person on its behalf:(A) issues or authorises the issue of anyBusiness letter of the LimitedPartnership , or anyDocument mentioned in Article 59(1) in which theLimited Partnership's Name is not mentioned as required by Article 59(1); or(B) signs or authorises to be signed on behalf of theLimited Partnership any bill of exchange, promissory note, endorsement, cheque or order for money or goods in which theLimited Partnership's Name is not so mentioned as required by Article 59(1)he is in contravention of theseRegulations and he is further personally liable to the holder of any such bill of exchange, promissory note, cheque or order for money or goods for the amount of it (unless it is duly paid by theLimited Partnership ).Part 6: Part 6: Limited Partnerships: Annual Return
Article 60 - Duty to deliver annual returns
(1) EveryLimited Partnership shall deliver to theCRO successive annual returns each of which is made up to a date not later than the date which is from time to time the "return date" of theLimited Partnership , that is:(A) the anniversary of the incorporation of theLimited Partnership ; or(B) if the last return delivered by theLimited Partnership in accordance with this Article 60 was made up to a different date, the anniversary of that date.(2) Each annual return shall:(A) be in a form prescribed or approved by theCRO ;(B) contain the information required by Article 61;(C) be signed by aGeneral Partner of theLimited Partnership ; and(D) be delivered to theCRO together with payment of thePrescribed Fee .(3) if aLimited Partnership fails to deliver an annual return in accordance with this Article 60 before the end of the period of 28 days after the return date, theLimited Partnership shall be in contravention of theseRegulations . The contravention continues until such time as an annual return made up to that return date and complying with the requirements of Article 60(2) (except as to date of delivery) is delivered by theLimited Partnership to theCRO .(4) Where aLimited Partnership is in contravention of theseRegulations under Article 60(3) everyPartner of theLimited Partnership is similarly liable unless he shows that he took all reasonable steps to avoid the commission of or the continuance of the contravention of theseRegulations .(5) This Article does not apply in relation to aLimited Partnership that is aCollective Investment Fund registered by theRegulatory Authority .Article 61 - Contents of annual return
Every annual return shall state the date to which it is made up and shall contain the following information:
(1) theName ,Address , nationality, date of birth, andBusiness occupation of each of thePartners of theLimited Partnership ;(2) the registered office of theLimited Partnership ;(3) the principalBusiness activities of theLimited Partnership in the year in question;(4) theName andAddress of the auditor of theLimited Partnership ; and(5) and any other information as may be prescribed by theCRO .Part 7: Part 7: Limited Partnerships: Accounting and Audit Requirements
Article 62 - Maintenance of accounting Records
(1) EveryLimited Partnership shall keep proper accountingRecords with respect to all sums of money received and expended by theLimited Partnership and all sales and purchase of goods and services and other transactions of theLimited Partnership and the assets andLiabilities of theLimited Partnership . Such accountingRecords shall be sufficient to show and explain all transactions by theLimited Partnership and must be such as to:(A) disclose with reasonable accuracy the financial position of the LimitedPartnership at any time; and(B) enable thePartners to ensure that any accounts prepared by the LimitedPartnership comply with the requirements of theseRegulations .(2) ALimited Partnership's accountingRecords shall be:(A) kept at theLimited Partnership's registered office;(B) maintained by theLimited Partnership for at least six years from the date to which they relate; and(C) at all reasonable times open to inspection by thePartners and auditor of theLimited Partnership .(3) if aLimited Partnership fails to comply with Article 62(1) or Article 62(2), theLimited Partnership and everyPartner is in contravention of theseRegulations .Article 63 - Financial year of a Limited Partnership
(1) The first financial year of aLimited Partnership starts from the day on which it is incorporated and lasts for period ending on the financial year end date specified in theIncorporation Document falling not less than six months and not more than 18 months after the incorporation of theLimited Partnership .(2) The second and any subsequent financial year shall start with the day immediately following the end of theLimited Partnership's previous financial year and shall end on the financial year end date in the next calendar year.(3) ALimited Partnership may by notice in thePrescribed Form given to theCRO specify a new financial year end date having effect in relation to:(A) theLimited Partnership's current financial year and subsequent financial years; or(B) theLimited Partnership's previous financial year and all financial years subsequent to that previous financial yearwhere a LimitedPartnership's "previous financial year" means that year immediately preceding its current financial year.(4) The notice shall state whether the current or previous financial year:(A) is to be shortened, so as to come to an end of the first occasion on which the new financial year end date falls or fell after the beginning of the financial year; or(B) is to be extended, so as to come to an end on the second occasion on which that date falls or fell after the beginning of the financial year.(5) A notice under Article 63(3), stating that the current or previous financial year is to be extended is ineffective, if given less than five years after the end of an earlier financial year of theLimited Partnership which was extended by virtue of this Article.(6) A notice under Article 63(3) may not be given in respect of a previous financial year if the period allowed for laying and delivering accounts in relation to that year has al expired.(7) ALimited Partnership's financial year shall not, in any case, be extended so as to exceed eighteen months and a notice under Article 63 is ineffective if the current or previous financial year as extended in accordance with the notice would exceed that limit.Article 64 - Limited Partnership accounts
(1) ThePartners of everyLimited Partnership shall cause accounts to be prepared in relation to each financial year of theLimited Partnership which shall be in the English language and shall comprise or include:(A) relevant financialState ments set out in accordance withIFRS ,UK GAAP ,US GAAP or such other accounting principles and standards as may be prescribed in rules made by theQFC Authority ; and(B) such further information as may be required by theseRegulations , any rules made by theQFC Authority and thePartnership Agreement.(2) The accounts shall be prepared in accordance with accounting principles and standards prescribed in rules made by theQFC Authority and comply with any other requirements of theseRegulations or any rules made by theQFC Authority The accounts shall show a true and fair view of the profit or loss of theLimited Partnership for the financial year in question and of the state of theLimited Partnership's affairs at the end of such financial year.(3) ALimited Partnership's accounts shall be approved by thePartners and signed on their behalf by aGeneral Partner .(4) Within four months after the end of the financial year, the accounts for that year shall be:(A) prepared and approved by allPartners ; and(B) examined and reported upon by theLimited Partnership's auditors in accordance with theseRegulations and any rules made by theQFC Authority , such auditors' report to be written in the English language.(5) ALimited Partnership shall file with theCRO within 21 days after the accounts have been approved by thePartners , a copy of the accounts and auditors' report.(6) In this Part 7, references to "accounts" are to those accounts prepared in accordance with this Article.(7) This Article does not apply in relation to aLimited Partnership that is aCollective Investment Fund registered by theRegulatory Authority .Article 65 - Provision of copy of accounts to Partners
(1) AnyPartner of aLimited Partnership is entitled, on demand and without charge, to be furnished with a copy of theLimited Partnership's latest audited accounts and auditor's reports.(2) ALimited Partnership shall comply with such a request within seven days.(3) If aLimited Partnership fails to comply with Article 65(2), theLimited Partnership and everyPartner is in contravention of theseRegulations .Article 66 - Publication of accounts
(1) Any accounts published by aLimited Partnership must be audited and a copy of the auditors' report must accompany the published accounts.Article 67 - Qualification of auditor
(1) ALimited Partnership's auditor shall be an individual auditor or firm of auditors qualified to act as auditors in theQFC and approved by theQFC Authority to act as auditors forLimited Partnerships and otherEntities incorporated or registered in theQFC and entered in the register of auditors maintained by theCRO pursuant to theCompanies Regulations .Article 68 - Appointment and removal of auditor
(1) ALimited Partnership shall appoint one or more auditors or a firm of auditors, who shall examine and report on theLimited Partnership's accounts in accordance with theseRegulations .(2) No person shall be appointed as auditor of aLimited Partnership who is an employee or aPartner of thatLimited Partnership or who is aPartner , employer or employee of any such employee orPartner .(3) ThePartners of aLimited Partnership shall appoint the auditor of thatLimited Partnership from time to time.(4) Where for any reason no auditor is appointed, theCRO may, on the application of anyPartner , appoint one or more auditors to hold office.(5) Notwithstanding any agreement but without prejudice to the auditor's rights to compensation or damages, any auditor of aLimited Partnership may be removed by thePartners .(6) TheLimited Partnership shall as soon as reasonably practicable and in any event not later than five days after the removal of the auditor in accordance with Article 68(5), file a notice of removal with theCRO and if anAuthorised Firm with theRegulatory Authority .Article 69 - Remuneration of auditor
(1) The remuneration of an auditor of aLimited Partnership appointed by thePartners shall be fixed by thePartners .(2) Where one or more auditors are appointed by theCRO under Article 68(4), theCRO shall also fix the remuneration to be paid by theLimited Partnership for his or their services.(3) There shall be stated in a note to aLimited Partnership's audited accounts the amount of the remuneration of theLimited Partnership's auditor in his capacity as such.Article 70 - Resignation of auditor
(1) An auditor of aLimited Partnership may resign from office by depositing a notice in writing to that effect at theLimited Partnership's registered office, and any such notice operates to bring his term of office to an end on the date on which the notice is deposited, or on such later date as may be specified in it.(2) When an auditor ceases for any reason to hold office the auditor shall deposit at theLimited Partnership's registered office:(A) a statement of any circumstances connected with his ceasing to hold office which he considers should be brought to the notice of thePartners or creditors of theLimited Partnership ; or(B) if he considers that there are no such circumstances a statement that there are none.(3) Where a statement under this Article 70 falls within Article 70(2)(A), the LimitedPartnership shall within 21 days send a copy of the statement to everyPartner of theLimited Partnership .(4) TheLimited Partnership shall as soon as reasonably practicable and in any event not later than five days after the deposit of notice of resignation at its registered office file a copy of the notice with theCRO and if an Authorised Firm with theRegulatory Authority .Article 71 - Auditor's report to the members
(1) ALimited Partnership's auditor shall make a report to thePartners on the accounts examined by the auditor.(2) The auditor's report shall state:(A) whether in the auditor's opinion the accounts have been properly prepared in accordance with theseRegulations ;(B) in particular, whether the accounts have been prepared in accordance with accounting principles and standards referred to in Article 64(1)(A); and(C) any other matter or opinion required under theseRegulations or rules made by the Regulatory Authority under the Financial ServicesRegulations .Article 72 - Powers and duties of auditor
(1) ALimited Partnership's auditor shall, in preparing a report in relation to the accounts of aLimited Partnership , carry out such investigations as will enable the auditor to form an opinion as to the following matters:(A) whether proper accountingRecords have been kept by theLimited Partnership and proper returns adequate for the audit have been received from offices or branches of theLimited Partnership not visited by the auditor;(B) whether theLimited Partnership's accounts are in agreement with such accountingRecords and returns; and(C) whether theLimited Partnership's accounts have been prepared in compliance with applicable accounting principles and standards.(2) If the auditor is of the opinion that proper accountingRecords have not been kept, or that proper returns adequate for the audit have not been received from offices or branches not visited by the auditor, or if the accounts are not in agreement with the accountingRecords and returns, or that the accounts do not comply with accounting principles and standards, the auditor shall state that fact in his report under Article 71.(3) The auditor shall have a right of access at all reasonable times to the LimitedPartnership's accounting and other books andRecords , and is entitled to require from theLimited Partnership's Partners such information and explanations as the auditor considers necessary for the performance of his duties.(4) If the auditor fails to obtain all the information and explanations which, to the best of the auditor's knowledge and belief, are necessary for the purposes of the audit, the auditor shall state that fact in his report under Article 71.(5) Every auditor is entitled to receive notice of, and attend, any meeting of thePartners and to be heard on any part of theBusiness of the meeting which concerns the auditor.Article 73 - Auditor's right to information
(1) ALimited Partnership and anyPartners , employee or agent of aLimited Partnership , shall not knowingly or recklessly make to theLimited Partnership's auditor a statement (whether written or oral) which conveys or purports to convey any information or explanation which the auditor requires, or is entitled to require, as auditor of theLimited Partnership and is false, misleading or deceptive in a material particular.Article 74 - Obstruction of auditor
(1) ALimited Partnership , or anyPartner , or any person acting under the direction or authority of such aLimited Partnership orPartner , shall not engage in conduct, including without limitation, the:(A) destruction or concealment ofDocuments ;(B) coercion, manipulation, misleading, or influencing of the auditor;(C) failure to provide access to information orDocuments specified by the auditor; or(D) failure to give any information or explanation which the person is able to givewhere theLimited Partnership ,Partner or other person knows or ought to know that such conduct could, if successful, have the effect referred to in Article 74(2).(2) For the purposes of Article 74(1), the effect referred to in this paragraph is:(A) to obstruct the auditor in the exercise of any powers under this Part 7; or(B) to result in the rendering of the accounts of theLimited Partnership or the auditor's report materially misleading.Part 8: Part 8: Branches
Article 75 - Requirement for registered Branch
(1) ANon-QFC shall not engage in or carry or purport to carry on any trade orPartnership Business activity in or from theQFC unless it is registered as aBranch with theCRO in accordance with Article 76 of theseRegulations and shall comply with theseRegulations in all other respects.(2) ABranch shall:(A) appoint and retain at all times aPrincipal Representative in theQFC who is authorised to accept service of anyDocument or notice on behalf of theBranch and to undertake any other function as may be prescribed by theseRegulations or any subsequentRegulations ;(B) have a principal place ofBusiness in theQFC to which all communications and notices may be addressed; and(C) file with theCRO a notice of any change in the details of the:(i) persons authorised to accept service;(ii)Address of the principal place ofBusiness in theQFC ;(iii) any restrictions or revocations in the power of attorney, in favour of the person referred to in Article 75(2)(A);(iv) incorporationDocuments , if any, of theNon-QFC ; andPartnership (v)Partners of theNon-QFC .Partnership (3) AllDocumentation required to be submitted to theCRO shall be in the English language, or accompanied by an appropriate translation into the English language.Article 76 - Application to establish a Branch
(1) A(2) An application by aNon-QFC Partnership wishing to establish aBranch in theQFC shall apply to theCRO for prior approval to establish aBranch in theQFC .Non-QFC Partnership for approval to establish aBranch in theQFC shall:(A) be made to theCRO in such form and manner as theCRO may require from time to time;(B) describe the type ofBusiness activity to be carried on from theBranch ;(C) state the fullAddress of the principal place ofBusiness in theQFC ;(D) state the fullName andAddress of the person authorised to accept service on behalf of theBranch ;(E) be accompanied by the followingDocuments , verified in such manner as theCRO may require:(i) a copy of the incorporationDocuments if any of theNon-QFC Partnership (including anyPartnership Agreement);(ii) a copy of the audited accounts of theNon-QFC Partnership for the preceding two years, save where the applicantPartnership has been in existence for less than two years in which case a copy of the most recent audited accounts;(iii) a copy of the resolution of thePartners of theNon-QFC Partnership to establish aBranch in theQFC ;(iv) a power of attorney in favour of the person referred to in Article 75(2)(A);(v) a list of the fullName ,Address , date of birth, nationality andBusiness occupation of eachPartner of the Non-QFC LiabilityPartnership ;(vi) a copy of any written approval for the establishment of aBranch in theQFC required to be obtained under laws applicable outside of theQFC to theNon-QFC Partnership ; and(vii) such otherDocuments or information as theCRO orQFC Authority may in their absolute discretion require from time to time;(F) contain or be accompanied by such further particulars, verified in such manner, as theCRO orQFC Authority may require; and(G) be accompanied by anyPrescribed Fee .Article 77 - Acceptance or refusal of application to register a Branch
(1) TheCRO may on an application duly made in accordance with Article 76 accept or refuse the application.(2) Where theCRO accepts an application under this Article 77, it shall issue to the applicant a certificate of registration of theBranch in theQFC and such certificate shall be admissible in evidence in proceedings under theseRegulations without further proof and shall be evidence of the facts certified or specified therein. A certificate of registration shall be conclusive evidence that theNon-QFC Partnership is registered with theName and number specified in it and that the requirements of theseRegulations have been complied with in respect of the registration of theNon-QFC Partnership and thereafter no defect in the process prior to the registration thereof shall affect the validity of its registration.(3) A decision of theCRO refusing to accept an application to establish aBranch may be reviewed consistent with any applicable standards and procedures issued by theQFC Authority for such purpose.Article 78 - Prohibition of Branch with an undesirable Name
(1) NoBranch shall be registered with aName which is the same as or, in the opinion of theCRO , too like aName appearing in the index ofNames maintained by theCRO or which in the opinion of theCRO is offensive or otherwise undesirable.(2) If, in the opinion of theCRO , theName by which aBranch is registered gives so misleading an indication of the nature of its activities as to be likely to cause harm to the public, it may in writing direct theBranch to change itsName within such period (being not less than one month) as theCRO may specify.(3) Such direction shall be complied with within the period specified in the direction or such longer period as theCRO may allow.Article 79 - Principal Representatives
(1) EveryBranch shall give notice in writing to theCRO of such particulars of itsPrincipal Representative as theCRO may determine.Article 80 - Register of Branches
(1) TheCRO shall maintain a register ofBranches which shall include:(A) theName of theBranch and, if different, theName of theNon-QFC Partnership ;(B) the principal place in theQFC from which theBranch engages in or carries on anyBusiness in theQFC and theAddress of the registered office of theNon-QFC Partnership ;(C) thePrincipal Representative of theBranch ;(D) the date and place of incorporation of itsNon-QFC ;Partnership (E) the date of registration of theBranch ;(F) the registered number of theBranch ; and(G) such other information as theCRO shall determine.(2) If any particulars required by Article 80(1) are altered, theBranch shall give notice in writing to theCRO of the particulars of the alteration within 21 days after the alteration is made.Article 81 - Records to be kept by Branches
(1) EveryBranch shal! keep proper accountingRecords with respect to all sums of money received and expended by theBranch and all sales and purchases of goods and services and other transactions by theBranch and the assets andLiabilities of theBranch . SuchRecords shall be sufficient to show and explain all transactions by theBranch and must be such as to:(A) disclose with reasonable accuracy the financial position of theBranch at any time; and(B) enable the directors to ensure that any accounts prepared by theBranch comply with the requirements of theseRegulations .(2) TheBranch's accountingRecords shall be:(A) kept at theBranch's principal place ofBusiness ;(B) preserved by theBranch for at least six years from the date to which they relate; and(C) at all reasonable times open to inspection by directors and auditor of the relevantNon-QFC Partnership .Article 82 - Letterheads
Every
Branch shall have the following particulars on allBusiness letters, written orders for goods or services, invoices and receipts, written demands for payment and other such similar documentation:(1) itsName which shall include the words "QFC Branch " or "Qatar Financial CentreBranch "; or(2) where theBranch Name is different to the parent Non-QFCPartnership , theName shall include the words "QFC Branch of [theName of the parentNon- QFC Partnership ]";(3) the place of incorporation of the parentNon-QFC Partnership ; and(4) the principal place in theQFC from which theBranch engages in or carries on anyBusiness .Article 83 - Name to appear outside place of Business
(1) EveryBranch shall paint or affix, and keep painted or affixed, itsName on the outside of every office or place in which itsBusiness is carried on, in a conspicuous position and in letters easily legible.(2) If aBranch does not paint or affix, and keep painted or affixed, itsName as required as above, then theNon-QFC Partnership concerned and everyPartner of it who is in default is in contravention of theseRegulations .Article 84 - Financial penalties
(1) Where aNon-QFC Partnership fails to comply with any provision of this Part 8 and no other financial penalty is provided in theseRegulations , theNon-QFC Partnership , itsPartners and any person who appears to theTribunal to be in charge of its affairs in theQFC shall be liable if so ordered by theTribunal to pay the financial penalties prescribed by theCRO .Part 9: Part 9: Contraventions
Article 85 - General contraventions
(1) A person who:(A) does an act or thing that the person is prohibited from doing by or under an Article of theseRegulations referred to in Schedule 1;(B) does not do an act or thing that the person is required or directed to do under an Article of theseRegulations referred to in Schedule 1; or(C) otherwise contravenes an Article of theseRegulations referred to in Schedule 1 commits a contravention of theseRegulations .(2) In this Article 85, a "person" does not include theQFC Authority , theRegulatory Authority , theCRO or theRegistrar .Article 86 - Involvement in contraventions
(1) If a person is knowingly concerned in the contravention of theseRegulations or any otherRegulations conferring functions on theCRO committed by another person, the aforementioned person as well as the other person, commits the contravention and is liable to be proceeded against and dealt with accordingly.(2) Without limiting the generality of Article 86(1), if an officer of anEntity is knowingly concerned in a contravention of theseRegulations or any otherRegulations conferring functions on theCRO committed by anEntity , the officer as well as theEntity commits the contravention and is liable to be proceeded against and dealt with accordingly.(3) For the purposes of this Article 86, "officer" means a director, member of a committee of management, chief executive, manager, secretary or other civil officer of anEntity , or a person purporting to act in such capacity, and an individual who is in control of that body.(4) For the purposes of this Article 86, a person is "knowingly concerned" in a contravention if, and only if, the 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;(D) has conspired with another or others to effect the contravention; or(E) has, alone or in concert with others, directly or indirectly, done, attempted or planned any of the following:(i) to conceal the existence or matter of a contravention; or(ii) obstruct, impede or prevent theQFC Authority , theRegulatory Authority or theCRO from detecting, investigating or prosecuting a contravention.(5) In this Article 86, "person" does not include theQFC Authority or theRegulatory Authority , theCRO or theRegistrar .Article 87 - Imposition of financial penalties
(1) TheQFC Authority may in rules prescribe procedures in relation to the imposition and recovery of financial penalties under theseRegulations .(2) Where theCRO considers that a person has contravened a provision in theseRegulations referred to in Schedule 1 and in relation to which a penalty is stipulated in thatSchedule , it may impose by written notice given to the person a penalty, in respect of the contravention, of such amount as it considers appropriate but not exceeding the amount of the maximum penalty specified in Schedule 1 in respect of each contravention.(3) If, within the period specified in the notice:(A) the person pays the prescribed penalty to theCRO , then no proceedings may be commenced by theCRO against the person in respect of the relevant contravention; or(B) the person takes such action as is prescribed in rules made by theQFC Authority to object to the imposition of the penalty or has not paid the prescribed penalty to theCRO , theCRO may apply to theTribunal for, and theTribunal may so order, the payment of the penalty or so much of the penalty as is not paid and make any further order as theTribunal sees fit for recovery of the penalty.(4) A certificate that purports to be signed by or on behalf of theCRO and states that a written notice was given to the person pursuant to Article 87{2) imposing a penalty on the basis of specific facts is:(A) conclusive evidence of the giving of the notice to the person; and(B) prima facie evidence of the facts contained in the noticein any proceedings commenced under this Article.(5) Where a person commits a contravention of theseRegulations and no penalty is stipulated in Schedule 1 in relation to such contravention, such person shall be liable to such penalty as may be provided for or determined under any other provision of theseRegulations or any otherRegulations .Part 10: Part 10: Other Powers of the CRO
Article 88 - Direction to the Partnership to comply with these Regulations
(1) If aPartnership or anyPartner of it fails to comply with:(A) a provision of theseRegulations or any otherRegulations giving functions to theCRO ; or(B) a requirement made by theCRO pursuant to any power under any suchRegulations which requires either or both of them to deliver to or file with theCRO anyDocument or to give notice to it of any matter, theCRO may issue a direction that thePartnership or anyPartner of it or both of them make good the failure within a time specified in that direction. Any person who fails to comply with such direction contravenes theseRegulations .(2) If aPartnership or anyPartner of it fails to comply with a provision of theseRegulations , or any otherRegulations which requires either or both of them to comply with a lawful requirement in relation to another person, theCRO may issue a direction that thePartnership or anyPartner of it or both of them make good the failure within a time specified in that direction. Any person who fails to comply with such direction contravenes theseRegulations .(3) If theCRO considers that thePartnership or anyPartner of it has failed to comply with a direction, it may apply to theTribunal for one or more of the following orders:(A) an order directing thePartnership orPartner to comply with the direction or with any provision of theRegulations or any otherRegulations giving functions to theCRO relevant to the issue of the direction;(B) an order directing thePartnership orPartner to pay any costs incurred by theCRO or other person relating to the issue of the direction by theCRO or the breach of thoseRegulations or such otherRegulations relevant to the issue of the direction; or(C) any other order that theTribunal considers appropriate.(4) Nothing in this Article 88 shall prejudice the operation of any Article of these or any otherRegulations providing for the imposition of financial penalties on aPartnership or anyPartner in respect of a failure mentioned above, nor any powers that theCRO or other person or theTribunal may have under any other provision of theseRegulations or any otherRegulations .Article 89 - Dissolution of Partnership
(1) If theCRO has reason to believe that:(A) aPartnership orBranch is not carrying onBusiness or is not in operation;(B) aPartnership orBranch is acting in contravention of theseRegulations ; or(C) it is prejudicial to the interests of theQFC for aPartnership orBranch to remain on the registerit may give notice to thePartnership orBranch that at the conclusion of three months from the date of the notice, thePartnership orBranch shall be struck off the register unless reason is shown to the contrary.(2) If, by the end of the three month period, theCRO :(A) has received confirmation that thePartnership orBranch is no longer carrying onBusiness or is not in operation; or(B) has not received from thePartnership orBranch sufficient reasons as to why thePartnership orBranch should not be struck off the registertheCRO shall strike theName of thePartnership orBranch off the register and thePartnership orBranch shall be dissolved.(3) Where aPartnership orBranch is struck off the register under this Article 88, the liability of everyPartner of thePartnership orBranch continues and may be enforced as if thePartnership orBranch had not been dissolved.Part 11: Part 11: Application to the Tribunal
Article 90 - Orders for compensation
(1) Where a person intentionally, recklessly or negligently commits a breach of any requirement, duty, prohibition, responsibility or obligation which is imposed by or under theseRegulations or any otherRegulations conferring functions on theCRO , the person is liable to compensate any other person for any loss or damage caused to that other person as a result of such conduct, and is otherwise liable to restore the person to the position they were in prior to such conduct.(2) Where a person suffers loss or damage caused as a result of conduct described in Article 90(1), theTribunal may on application brought by the person, make orders for the recovery of damages or for compensation or for the recovery ofProperty or any other order as theTribunal sees fit, except where such liability is excluded under theseRegulations or any otherRegulations conferring functions on theCRO .(3) Nothing in this Article 90 affects the powers that any person or theTribunal may have apart from this Article 90.Article 91 - Minority member protection: unfair prejudice
(1) APartner of aPartnership may apply to theTribunal on the ground that thePartnership's affairs are being or have been conducted in a manner which is unfairly prejudicial to the interests of some of thePartners (including at least himself) or that any actual or proposed act or omission by thePartnership (including an act or omission on its behalf) is or would be so prejudicial.(2) Pursuant to such application, theTribunal may make an order to:(A) require thePartnership to refrain from doing or continuing an act complained of by the applicant or to do an act which the applicant has complained it has omitted to do;(B) provide for the transfer of thePartner's interest in thePartnership ;(C) authorise proceedings to be brought in theName and on behalf of thePartnership by such person or persons and on such terms as theTribunal may direct;(D) regulate the conduct of thePartnership's affairs in the future; or(E) or make such other order as theTribunal thinks fit.(3) If an order under this Article 91 requires thePartnership or itsPartners not to make any, or any specified, alterations to thePartnership Agreement , thePartnership or itsPartners shall not then without leave of theTribunal make any such alteration.(4) An alteration in thePartnership Agreement made by virtue of an order under this Article 91 is of the same effect as if duly made by thePartners of thePartnership , and the provisions of theseRegulations apply to thePartnership Agreement as so altered accordingly.(5) Nothing in this Article 91 affects the powers that any person or theTribunal may have apart from this Article 91.Article 92 - Order for benefit of former Partner
(1) TheTribunal may make an order under this Article if:(A) an application is made to it by a formerPartner , or other person interested in the winding up, who claims that thePartnership Business or affairs are being conducted, or wound up, in a way that is prejudicial to his interests, and(B) it is satisfied that it is just and equitable to make the order.(2) The order may make such provision as theTribunal thinks fit for giving relief in respect of the claim and may, in particular:(A) require accounts to be drawn up to establish the formerPartner's rights under the relevant provisions in thePartnership Agreement;(B) require interim payments to be made to the formerPartner in respect of such rights;(C) require security to be provided in respect of such rights;(D) break up thePartnership ;(E) if thePartnership has al broken up, give directions as to the way in which it is to be wound up.(3) An order under this Article breaking up aPartnership :(A) must specify the date on which thePartnership breaks up,(B) may include such directions as theTribunal thinks fit for giving effect to the order.Part 12: Part 12: Insolvency Provisions
Article 93 - Application of QFC Insolvency Regulations
All of the provisions of and under the
QFC InsolvencyRegulations shall apply to aPartnership , except where the context otherwise requires, with the following modifications:(1) References to a company shall include references to aPartnership ;(2) References to a director or to an officer of a company shall include references to aPartner of aPartnership ;(3) References to the articles of a company shall include references to thePartnership Agreement ;(4) References to a resolution of a company shall include references to a determination of aPartnership ;(5) References to a meeting of a company shall include references to a meeting of thePartners of aPartnership ; and(6) Such further modifications as the context requires for the purpose of giving effect to theseRegulations .Part 13 Part 13 Interpretation and Definitions
Article 94 - Interpretation
(1) In theseRegulations , a reference to:(A) a provision of any law or regulation includes a reference to that provision as amended or re-enacted from time to time;(B) an obligation to publish or cause to be published a particularDocument shall, unless expressly provided otherwise in theseRegulations , include publishing or causing to be published in printed or electronic form;(C) a calendar year shall mean a year of the Gregorian calendar;(D) a month shall mean a month of the Gregorian calendar;(E) the masculine gender includes the feminine and neuter;(F) writing any form of representing or reproducing words in legible form; and(G) references to a person includes any natural or juridical person, Body Corporate, or body unincorporated, including aBranch , company,Partnership , unincorporated association, government or state.(2) The headings in theseRegulations shall not affect their interpretation.(3) A reference in theseRegulations to a Part, Article orSchedule by number only, and without further identification, is a reference to a Part, Article orSchedule of that number in theseRegulations .(4) A reference in theseRegulations to aSchedule , and Article or a Part using a short form description of suchSchedule , Article or Part in parenthesis are for convenience only and the short form description shall not affect the construction of the Article or Part to which it relates.(5) A reference in an Article or other division of theseRegulations to a paragraph, sub-paragraph or Article by number or letter only, and without further identification, is a reference to a paragraph, sub-paragraph or Article of that number or letter contained in the Article or other division of theseRegulations in which that reference occurs.(6) Each of theSchedules to theseRegulations shall have effect as if set out in these Regulation and references to theseRegulations shall include reference to theSchedules .(7) Any reference in theseRegulations to "include", "including", "in particular" "for example", "such as" or similar expressions shall be considered as being by way of illustration or emphasising only and are not to be construed so as to limit the generality of any words preceding them.Article 95 - Definitions
(1) The following words and phrases shall where the context permits have the meaning shown against each of them:
Address (A) if an individual, his usual residential address; and(B) if anEntity , its registered or principal officeAuthorised Firm a person that has been granted an authorisation in accordance with Parts of the Financial Services Regulations Body Corporate any body corporate, whether incorporated or constituted in the QFC or elsewhereBranch a branch of a Non-QFC registered in thePartnership QFC under theseRegulations or any otherRegulations Business includes every trade, profession and occupation Collective Investment Fund a fund that is a Collective investment Fund for the purposes of the QFC Financial ServicesRegulations Companies Regulations Regulations enacted or to be enacted by theMinister pursuant to theQFC Law relating to the incorporation of Companies and related requirements and proceduresCompeting Business means a Business carried on by aPartner , without the agreement of all the otherPartners , which competes with and is of the same nature as thePartnership Business Council of Ministers the Council of of theMinister sState CRO the Companies Registration Office established pursuant to Article 7 of the QFC Law Default Rule has the meaning given by Article 12(1) Document includes any Document in writing, including, where permitted, aDocument in writing in electronic formEntity a Body Corporate orPartnership or unincorporated association carrying onBusiness with a view to a profitFixed Term Partnership means a Partnership where thePartnership Agreement provides that thePartnership is to end on the expiry of a specified periodGeneral Partner has the meaning given by Article 37 General Partnership has the meaning given by Article 9 IFRS International Financial Reporting Standards Incorporation Document shall be construed in accordance with Article 46 of these Regulations Joining Premium means a premium in respect of- (a) becoming aPartner when thePartnership is formed, or(b) becoming aPartner after its formationLiabilities includes any amount reasonably necessary to retain for the purpose of providing for any liability or loss which is either likely to be incurred or certain to be incurred but uncertain as to the amount or as to the date on which it will arise Limited Partner is a Partner with limited liability as set out in Article 37Limited Partnership has the meaning given by Article 9 Losses includes Losses of a capital nature Minister the Minister of Economy and Commerce of theState Name (A) if an individual, his forename and surname (or, in the case of a person usually known by a title, his title instead of or in addition to either or both of his forename and surname); and(B) if anEntity , its corporate name of firm nameNecessary Consent means consent to any act which is necessary or proper for publishing the notice and cannot be done without the agreement of the Partnership orPartner Non-QFC Partnership a Partnership incorporated or otherwise established outside theQFC Partner has the meaning given by Article 7 Partnership has the meaning given by Article 7 Partnership Agreement has the meaning given in Article 7 of these Regulations Partnership Losses In relation to a Partner , means Losses of thePartnership Business incurred while he is aPartner Partnership Matters means matters affecting the Partnership of which the otherPartners would reasonably expect to be kept informedPartnership Obligation has the meaning given by Article 24(3) Partnership of defined duration means a Partnership where thePartnership Agreement provides that thePartnership is to end:(a) on the expiry of a specified period, or(b) on the accomplishment of a venture that thePartnership was formed to undertakePartnership Profits In relation to a Partner , means profits of thePartnership Business which accrue while he is aPartner Partnership Property means all Property acquired on behalf of thePartnership , or contributed to thePartnership as capitalPerson interested in the winding up means — (a) a person ("A") who ceased to be aPartner on or after the break up.(b) if A has died, his personal representative, or(c) if A ceased to be aPartner for reasons of insolvency, the insolvency practitioner appointed in relation to himPrescribed Fee a fee prescribed in rules made by or approved by the QFC Authority Prescribed Form a form prescribed by or approved by the QFC Authority Prescribed Form means: — (a) 3% above the base rate, or(b) such other rate of interest as may be prescribed by an order made by theQFC Authority ,and "the base rate" means the interest rate set by Qatar Central Bank which is used as the basis for other banks' ratesPrincipal Place of Business means, in the case of a Partnership with only one place ofBusiness , that placePrincipal Representative a person appointed under Article 75(2)(a) of these Regulations Profits includes Profits of a capital nature Property includes money and all other property, real or personal, heritable or moveable, including things in action and other intangible or incorporeal property QFC the Qatar Financial Centre QFC Authority the Qatar Financial Centre Authority established pursuant to Article 3 of the QFC Law QFC Law Law No.(7) of 2005 of the State Records Documents and other records however storedRegistrar the Registrar of the CRO appointed under Article 13 of theCompanies Regulations Regulations Regulations enacted by the Minister in accordance with Article 9 of the QFC LawRegulatory Authority the Regulatory Authority of the QFC established pursuant to Article 8 of the QFC LawRelevant Capital Contribution means a capital contribution consisting of either or both of:— (a) a sum or sums of money, and(b)Property which has an agreed capital valueSchedule the Schedule to these Regulations Secret profit means any benefit which the Partner derives, without the agreement of all the otherPartners , from:(a) a transaction affecting thePartnership , or(b) the use by him ofPartnership Property or trustProperty or thePartnership Name orBusiness connectionState the State of Qatar TDR Regulations Regulations enacted or to be enacted by theMinister with the consent of theCouncil of Ministers pursuant to theQFC Law relating to theTribunal and the resolution of disputesTribunal the Tribunal established by theTDR Regulations UK GAAP generally accepted accounting principles in the United Kingdom US GAAP generaily accepted accounting principles in the United States of AmericaSchedule 1: Contraventions with Financial Penalties Stipulated
Article creating contravention Article Maximum Financial Penalty (US$) 48 Failure to notify CRO of membership changes$2,000 50 Limited Partnership failing to have a registered office$2,000 55(3) and (5) Limited Partnership failing to changeName on direction ofCRO $2,000 56 Improper use of " Limited Partnership "$2,000 58 Failure of Name to appear outside place ofBusiness $2,000 59 Limited Partnership failing to haveName etc. on certainDocuments $1,000 60 Limited Partnership failing to lodge annual return$2,000 62(1) Non-compliant maintenance of accounting Records $1,000 62(2)(A) and (B) Failure to keep and preserve accounting Records $2,000 62(2)(C) Failure to keep accounting Records open to inspection$10,000 64(3) Failure of Partners to approve and sign accounts$5,000 64(4) Failure to comply with requirements within four months $10,000 65(3) Failure to provide accounts $10,000 66 Publication of accounts without auditors' report $6,000 68 Limited Partnership failing to appoint auditors$10,000 70(1) Failure of auditor to comply with resignation requirements $5,000 70(3) Limited Partnership failing to send notice of auditor's resignation toPartners $1,000 70(4) Failure to file auditor's resignation with CRO and if applicable theRegulatory Authority $2,000 71 Failure of auditor to make report as required $5,000 72 Auditor failing to fulfil duties $5,000 72(3)(4)(5) and 74 Limited Partnership andPartners not cooperating with auditors or providing false or misleading information$5,000 74 Limited Partnership andPartners obstructing auditor$5,000 78 Failure of Branch to changeName on direction ofCRO $2,000 79 Failure of Branch to give particulars ofPrincipal Representative $2,000 80(2) Failure of Branch to give notice of change of particulars$2,000 81 Failure of Branch to keep and preserve accountingRecords $2,000 82 Failure of Branch to haveName etc. on certainDocuments $1,000 83 Failure of Branch to appear outside place ofBusiness $2,000 88 Failure to comply with direction of CRO $15,000
QFC Legislation