• PRIV 3 PRIV 3 Constitutional Requirements

    • Part 3.1 Part 3.1 Constitutional Document

      • PRIV 3.1.1 What is the Constitutional Document for a Scheme?

        The constitutional document, for a scheme, is—

        (a) for a CIC — the articles of association of the company; and
        (b) for a CIP — the partnership agreement of the partnership; and
        (c) for a CIT — the trust instrument of the trust; and
        (d) for another permitted form of scheme — any instrument creating the legal form of the entity.

        Note CIC, CIP, CIT and another permitted form of scheme are defined in div 1.2.B (Legal forms for schemes). Articles of association, partnership agreement and trust instrument are defined in the glossary.
        Derived from QFCRA RM/2010-06 (as from 1st January 2011)

      • PRIV 3.1.2 Matters to be Included in Constitutional Document

        The constitutional document of a scheme must include the statements and provisions required by schedule 1 (Constitutional document content) for the scheme.

        Derived from QFCRA RM/2010-06 (as from 1st January 2011)

      • PRIV 3.1.3 Relationship Between Constitutional Document and These Rules

        (1) The constitutional document of a scheme must not contain a provision—
        (a) that conflicts with any provision of these rules; or
        (b) that is unfairly prejudicial to the interest of unitholders generally or to the unitholders of any class of units.

        Note Class is defined in the glossary.
        (2) A provision of the constitutional document of a scheme has no effect to the extent—
        (a) that it conflicts with any provision of these rules; or
        (b) that it is unfairly prejudicial to the interest of unitholders generally or to the unitholders of any class of units.
        (3) However, a provision of the constitutional document of a scheme must not be taken to conflict with a provision of these rules to the extent it can operate concurrently with the provision of these rules.
        (4) Any power given by these rules to a scheme, or to the operator of a scheme, is subject to any applicable condition, restriction or requirement in the scheme's constitutional document.
        Derived from QFCRA RM/2010-06 (as from 1st January 2011)

      • PRIV 3.1.4 Constitutional Document and Checklist to be Filed with Registration Application

        The person who is to become the operator of a scheme under these rules must file with the application for registration of the scheme—

        (a) a copy of the scheme's constitutional document; and
        (b) a checklist prepared by the person listing all the statements and provisions required by these rules and indicating where they are in the constitutional document.
        Derived from QFCRA RM/2010-06 (as from 1st January 2011)

      • PRIV 3.1.5 Amendments of Constitutional Document

        (1) This rule applies if the constitutional document of a scheme is amended.
        (2) Not later than 21 days after the day the amendment is made, the operator must file with the Regulatory Authority—
        (a) a copy of the amendment and the constitutional document as amended; and
        (b) a written certificate by the operator stating that—
        (i) the amendment was made in accordance with these rules and the scheme's constitutional document; and
        (ii) the constitutional document as amended does not contain a provision that conflicts with any provision of these rules.
        Derived from QFCRA RM/2010-06 (as from 1st January 2011)

    • Part 3.2 Part 3.2 Units

      • PRIV 3.2.1 Fractions of Units

        The constitutional document of a scheme may authorise the scheme to issue fractions of units.

        Note Constitutional document is defined in r 3.1.1.

        Derived from QFCRA RM/2010-06 (as from 1st January 2011)

      • PRIV 3.2.2 Smaller and Larger Denomination Shares etc — CICs

        (1) The constitutional document of a CIC may provide that the rights attached to shares of any class are to be expressed in 2 denominations; one of which (the smaller denomination) is to be such proportion of the other (the larger denomination) as is fixed by the constitutional document.

        Note CIC is defined in r 1.2.12. Constitutional document is defined in r 3.1.1.
        (2) For any class of shares of a CIC to which subrule (1) applies, any share with rights expressed in the smaller denomination is a smaller denomination share, and any share with rights expressed in the larger denomination is a larger denomination share.
        (3) For any class of shares of a CIC that is not expressed in 2 denominations, the rights that attach to a share of the class are equal to the rights that attach to every other share of that class.
        (4) For any class of shares of a CIC that is expressed in 2 denominations—
        (a) the rights that attach to a share of the class are equal to the rights that attach to every other share of that class of the same denomination; and
        (b) the rights that attach to a smaller denomination share of the class are the relevant proportion of the rights that attach to a larger denomination share of that class.
        (5) For subrule (4) (b):

        relevant proportion means the proportion fixed by the constitutional document (as mentioned in subrule (1)).
        Derived from QFCRA RM/2010-06 (as from 1st January 2011)

      • PRIV 3.2.3 Bearer Certificates May not be Issued

        (1) Bearer certificates may not be issued for units in a scheme.
        (2) In this rule:

        bearer certificate means a certificate or other document evidencing title that indicates that the bearer is entitled to the units in the scheme stated in it.

        Note Document evidencing title is defined in the glossary.
        Derived from QFCRA RM/2010-06 (as from 1st January 2011)

      • PRIV 3.2.4 Classes of Units

        The operator of a scheme may, in accordance with the constitutional document, issue the classes of units that are set out in the constitutional document.

        Note Constitutional document is defined in r 3.1.1. Class is defined in the glossary.

        Derived from QFCRA RM/2010-06 (as from 1st January 2011)

      • PRIV 3.2.5 Limited Issue

        (1) This rule applies to units in a scheme if, under the constitutional document, the issue of the units may be limited.
        (2) The operator may only issue the units if the issue—
        (a) is permitted by the constitutional document; and
        (b) is in accordance with the conditions, restrictions and requirements (if any) stated in the latest filed prospectus.

        Note Latest filed prospectus is defined in the glossary.
        Derived from QFCRA RM/2010-06 (as from 1st January 2011)