• Part 8: Part 8: Interpretation and Definitions

    • Article 60 - Interpretation

      (1) In these Regulations, 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 particular Document shall, unless expressly provided otherwise in these Regulations, 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) a reference to the masculine gender includes the feminine and the neuter; and
      (F) writing includes any form of representing or reproducing words in legible form.
      (2) The headings in these Regulations shall not affect their interpretation.
      (3) A reference in these Regulations to a Part, Article or Schedule by number only, and without further identification, is a reference to a Part, Article or Schedule of that number in these Regulations.
      (4) A reference in an Article or other division of these Regulations 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 these Regulations in which that reference occurs.
      (5) Each of the Schedules to these Regulations shall have effect as if set out in these Regulations and reference to these Regulations shall include reference to the Schedules.
      (6) Any reference in these Regulations to "include", "including", "in particular" "for example", "such as" or similar expressions shall be considered as being by way of illustration or emphasis only and are not to be constructed so as to limit the generality of any words preceding them.
      (7) Unless otherwise provided in these Regulations, any determination of whether Goods are Inventory or Equipment is to be made as of the time when the Security Interest in the Goods attaches.
      (8) Proceeds are traceable whether or not there is a fiduciary relationship between the Person who has a Security Interest in the Proceeds, as provided in Article 19, and the Person who has rights in or has dealt with the Proceeds.
      (9) A reference in these Regulations to an "agreement" shall include any agreement effected by a contract, deed or any other instrument or Document intended to have effect in accordance with QFC Law or the laws of another jurisdiction.

    • Article 61 - Definitions

      The following words and phrases shall where the context permits have the meanings shown against each of them:

      Account a monetary obligation, whether or not it has been earned by performance, but does not include:
      (A) a monetary obligation evidenced by an Instrument;
      (B) Investment Property;
      (C) a Bank Account; or
      (D) a right to payment for Money or funds advanced or sold, other than a right arising out of the use of a credit or charge card or information contained on or for use with the card
      Account Debtor a Person who is obligated under an Account
      Advance the payment of Money, the provision of credit or other giving of Value, and includes any liability of the Debtor to pay interest, credit costs and other charges or costs payable by the Debtor in connection with an Advance or the enforcement of a Security Interest securing the Advance, and reasonable costs incurred and expenditures made for the protection, maintenance, preservation or repair of Collateral
      Bailee a Person other than the Debtor, the Debtor's agent, the Secured Party or the Secured Party's agent
      Bank a Person who in the ordinary course of business receives deposits or other repayable sums
      Bank Account
      (A) a deposit held on behalf of a Person by a Bank, but does not include Investment Property or a monetary obligation evidenced by an Instrument; and
      (B) any sum due and payable to, or received between the parties to a financial collateral Arrangement or a close-out netting provision (both as defined in Article 195 of the Insolvency Regulations) in connection therewith
      Business Day a day on which Banks are open for ordinary business in the QFC
      Cash Money, cheques and Bank Accounts
      Certificated Security a Security which is represented by a certificate
      Chattel Paper one or more writings that evidence both a monetary obligation and a security interest in, or lease of, specific goods or specific goods and accessions
      Collateral Personal Property which is subject to a Security Interest, and includes Proceeds to which a Security Interest attaches
      Commodity Account a commodity account maintained by a Commodity Intermediary in which a Commodity Contract is carried for a Commodity Customer
      Commodity Contract a commodity futures contract, an option on a commodity futures contract or a commodity option
      Commodity Customer a Person for which a Commodity Intermediary carries a Commodity Contract on its books
      Commodity Intermediary a Person who in the ordinary course of business contracts or provides clearance or settlement services relating to Commodity Contracts
      Company a company incorporated under the Companies Regulations 2005
      Companies Regulations The Companies Regulations 2005
      CRO the Companies Registration Office established pursuant to Article 7 of the QFC Law
      Debtor
      (A) a Person who owes payment or performance of an obligation secured by a Security Interest whether or not the Person owns or has rights in the Collateral;
      (B) a seller of an Account or Promissory Note; or
      (C) a transferee of, or successor to, a Person referred to in any of the preceding sub-paragraphs
      If the Person mentioned in sub-paragraph (A) and the Person who has rights in the Collateral are not the same Person, "Debtor" means:
      (A) the Person who has rights in the Collateral, where the term is used in a provision dealing with the Collateral;
      (B) the Person who owes the obligation, where the term is used in a provision dealing with the secured obligation; and
      (C) both of those Persons, where the context permits
      Debtor-Initiated Payment a payment made by or on behalf of the Debtor through the use of:
      (A) an Instrument or electronic funds transfer; or
      (B) a debit, transfer order, authorisation or similar written payment mechanism executed by the Debtor when the payment is made
      Default
      (A) the failure to pay or otherwise perform any secured obligation when due; or
      (B) the occurrence of any event or set of circumstances on which, under the terms of the Security Agreement, the Secured Party is expressly entitled to enforce the Security Interest
      Document except in the definitions of "Document of Title" and "Instrument", includes a document written in electronic form
      Document of Title a document written on paper issued by or addressed to a Bailee:
      (A) which covers Goods in the Bailee's possession that are identified or are fungible portions of an identified mass; and
      (B) in which it is stated that the Goods identified in it will be delivered to a named Person, or to the transferee of that Person, or to a bearer or to the order of a named Person
      Dollar; US$ the currency of the United States of America from time to time
      Electronic Chattel Paper chattel paper evidenced by a record or records consisting of information stored in an electronic medium
      Entitlement Holder a Person identified in the records of a Securities Intermediary as having a Security Entitlement
      Equipment Goods which are held by a Debtor other than as Inventory
      Financial Asset
      (A) a Security;
      (B) an obligation of a Person or a share, participation or other interest in a Person or in Personal Property or an enterprise of a Person:
      (1) which is, or is of a type, dealt in or traded on financial markets; or
      (2) which is recognised in any area in which it is issued or dealt in as a medium for Investment;
      (C) any Personal Property which is held by a Securities Intermediary for another Person in a Securities Account if the Securities Intermediary has expressly agreed with the other Person that the Personal Property is to be treated as a Financial Asset under these Regulations; or
      (D) a credit balance in a Securities Account
      Financial Collateral Money, Instruments or Accounts which are subject to a Financial Collateral Arrangement
      Financial Collateral Arrangement a Title Transfer Financial Collateral Arrangement or a Security Financial Collateral Arrangement, whether or not these are covered by a master agreement or general terms and conditions
      Financing Change Statement data which is transmitted to the CRO in accordance with the relevant Parts of the Companies Regulations, the LLP Regulations or any other applicable Regulations to amend a Financing Statement or discharge a filing
      Financing Statement data which is transmitted to the CRO in accordance with the relevant Parts of the Companies Regulations the LLP Regulations or any other applicable Regulations, and, if the context permits, includes a Financing Change Statement
      Goods tangible Personal Property and fixtures, but not a Document of Title, an Instrument, Investment Property which is represented by a certificate or Money
      Insolvency Regulations the Insolvency Regulations 2005
      Instrument any document written on paper which evidences a right to payment of Money and is of a type which, in the ordinary course of business, is transferred by delivery with any necessary endorsement or assignment, but does not include a Document of Title or Investment Property
      Intangible all Personal Property which is not tangible, and includes a licence
      Inventory Goods which are:
      (A) held by a Person for sale or lease, or which have been leased by that Person as lessor;
      (B) to be furnished by or on behalf of a Person, or which have been furnished by or on behalf of that Person, under a contract of service;
      (C) raw materials or work in progress; or
      (D) materials used or consumed in a business
      Investment Property a Security, whether certificated or uncertificated, Security Entitlement, Securities Account, Commodity Contract or Commodity Account
      LLP a limited liability partnership incorporated under the LLP Regulations 2005
      LLP Regulations The Limited Liability Partnerships 2005
      Minister the Minister of Economy and Commerce of the State
      Money notes and coins which are legal tender in any currency or such other form of currency as specified in further rules made by the QFC Authority
      Nominated Person a Person whom the issuer:
      (A) designates or authorises to pay, accept, negotiate or otherwise give Value under a letter of credit; and
      (B) undertakes by agreement or custom and practice to reimburse
      Non-Cash Proceeds Proceeds other than Money, cheques, deposits in or Money credited to a Bank Account, or insurance payments
      Non-QFC Person a Person not being a QFC Person
      Person a Person includes any natural or juridicial Person, body corporate, or body unincorporate, including a branch, company, partnership, unincorporated association, government or state
      Personal Property includes Goods, Documents of Title, Chattel Paper, Instruments, Accounts, Bank Accounts, Money, Investment Property and Intangibles
      Prescribed Fee a fee prescribed in rules made by the CRO
      Proceeds
      (A) whatever is acquired on the sale, lease, licence, exchange or other disposition of Collateral;
      (B) whatever is collected on, or distributed on account of, Collateral;
      (C) any rights, or privileges or benefits attached to or arising out of Collateral;
      (D) to the extent of the value of Collateral, claims arising out of:
      (1) the loss of, or damage to, the Collateral;
      (2) the interference with use of, or infringement of rights in, the Collateral; or
      (3) defects in, or nonconformity of, the Collateral;
      (E) to the extent of the value of Collateral, and to the extent payable to the Debtor or Secured Party, insurance payable by reason of the loss or nonconformity of, defects or infringement of rights in, or damage to, the Collateral,

      but does not include products made from Collateral
      Promissory Note an Instrument which evidences an unconditional right to payment of Money, but does not include a Bank Account or Investment Property
      Purchase take by sale, lease, discount, assignment, negotiation, mortgage, pledge, Security Interest, issue, reissue, gift or any other consensual transaction that creates an interest in Personal Property; and "purchaser" has a corresponding meaning
      Purchase Money Security Interest
      (A) a Security Interest taken in Collateral by a seller to the extent that it secures the obligation to pay all or part of the Collateral's purchase price; or
      (B) a Security Interest taken in Collateral by a Person who gives value for the purpose of enabling the Debtor to acquire rights in the Collateral, to the extent that the value is applied to acquire those rights; or
      (C) the interest of a lessor of goods under a lease for a term of more than 1 year; or
      (D) the interest of a consignor who delivers Goods to a consignee under a commercial consignment;
      but not a transaction of sale and lease back to the seller.
      QFC the Qatar Financial Centre
      QFC Authority the Qatar Financial Centre Authority established pursuant to Article 3 of the QFC Law
      QFC Court The Civil and Commercial Court of the Qatar Financial Centre established pursuant to QFC Law
      QFC Law Law No.(7) of 2005 of the State (as amended)
      QFC Person a Person incorporated, registered or resident in the QFC
      Qualifying Individual an individual:
      (A) who is an director, officer or partner of the relevant Person; or
      (B) who is an employee of the relevant Person and is under a duty to communicate relevant facts to any other employee of the relevant Person or to an officer or partner of the relevant Person
      Regulations Regulations enacted by the Minister in accordance with Article 9 of the QFC Law
      Related Person a Person connected or associated with a Secured Party including:
      (A) a Person holding Securities in a Secured Party;
      (B) a Person entitled to exercise or control the exercise of voting power in a Secured Party;
      (C) a director, officer or partner of the Secured Party;
      (D) a Person who shares a director, officer or partner with a Secured Party;
      (E) an employee of a Secured Party;
      (F) a Person in the same group as the Secured Party;
      (G) the spouse of a Secured Party or a director, officer, partner or employee of the Secured Party;
      (H) a child or stepchild of a Secured Party or a director, officer, partner or employee of the Secured Party; or
      (I) the trustee of any settlement (including any disposition or arrangement under which Personal Property is held on trust (or subject to a comparable obligation) under which the Secured Party has a life interest in possession)
      Secured Party a Person in whose favour a Security Interest is created or provided for under a Security Agreement, including a party who holds a Security Interest for the benefit of another Person and, if a Security Interest is embodied in a Security Interest Trust Deed, a trustee, nominee or agent and includes for the purpose of Article 51 an administrator
      Securities Account a securities account to which a Financial Asset is or may be credited in accordance with an agreement under which the Person maintaining the Securities Account undertakes to treat the Person for whom the Securities Account is maintained as entitled to exercise the rights that constitute that Financial Asset
      Securities Intermediary a clearing agency, or a Person, including a broker, Bank or trust company, which in the ordinary course of its business maintains Securities Accounts for others and is acting in that capacity
      Security
      (A) shares in companies and other securities equivalent to shares in companies;
      (B) bonds and other forms of instruments giving rise to or acknowledging indebtedness if these are tradeable on the capital market; and
      (C) any other securities which are normally dealt in and which give the right to acquire any such shares, bonds, instruments or other securities by subscription, purchase or exchange or which give rise to a cash settlement (excluding instruments of payment);
      and includes units of a collective investment scheme, money market instruments, claims relating to or rights in or in respect of any of the financial instruments included in this definition and any rights, privileges or benefits attached to or arising from any such financial instruments
      Security Agreement an agreement which creates or provides for a Security Interest
      Security Certificate a certificate representing a Security
      Security Entitlement the rights and property interest of an Entitlement Holder with respect to a Financial Asset
      Security Interest
      (A) an interest in Personal Property which secures payment or performance of an obligation (whether present, future, actual or contingent or a prospective obligation) without regard:
      (1) to the form of the transaction which creates or provides for the interest; or
      (2) to the Person who has title to the Collateral
      (B) without limiting paragraph (A), "Security Interest" includes:
      (1) charges, mortgages, pledges; and
      (2) the following arrangements if they secure payment or performance of an obligation, namely: leases, consignments, Security Interest Trust Deeds, trust receipts, transfers of Accounts, transfers of Promissory Notes, hire-purchase agreements and conditional sales (including agreements to sell subject to retention of title), unless the QFC Authority makes any rules to the contrary.
      but does not include the interest of a seller who has shipped Goods to a purchaser under a negotiable bill of lading or its equivalent to the order of the seller or to the order of an agent of the seller, unless the parties have otherwise expressly evidenced an intention to create or provide for a Security Interest in the Goods.
      (C) a Security Interest may exist whether or not an obligation is outstanding and whether or not the Security Interest has attached.
      Security Financial Collateral Arrangement an agreement or arrangement, evidenced in writing, where—
      (a) the purpose of the agreement or arrangement is to secure the relevant financial obligations owed to the collateral-taker;
      (b) the collateral-provider creates or there arises a Security Interest in Financial Collateral to secure those obligations;
      (c) the Financial Collateral is delivered, transferred, held, registered or otherwise designated so as to be in the possession or under the control of the collateral-taker or a Person acting on its behalf; any right of the collateral-provider to substitute financial collateral of the same or greater value or withdraw excess financial collateral or to Collect the proceeds of credit claims until further notice shall not prevent the Financial Collateral being in the possession or under the Control of the collateral-taker; and
      (d) the collateral-provider and the collateral-taker are both non-natural Persons;
      Security Interest Trust Deed a Document (however designated) by the terms of which a Person issues or guarantees, or provides for the issue or guarantee of, debt obligations secured by a Security Interest and in connection with which a Person is appointed as trustee, nominee or agent for the holders of the debt obligations issued, guaranteed or provided for under that Document
      State the State of Qatar
      Supporting Obligation a right to the Proceeds of a letter of credit or a guarantee or indemnity which supports the payment or performance of the principal obligation under an Account, Document, Intangible, Instrument or Investment Property
      Title Transfer Financial Collateral Arrangement an agreement or arrangement, including a repurchase agreement, evidenced in writing, where—
      (a) the purpose of the agreement or arrangement is to secure or otherwise cover the relevant financial obligations owed to the collateral-taker;
      (b) the collateral-provider transfers legal and beneficial ownership in Financial Collateral to a collateral-taker on terms that when the relevant financial obligations are discharged the collateral-taker must transfer legal and beneficial ownership of equivalent Financial Collateral to the collateral-provider; and
      (c) the collateral-provider and the collateral-taker are both non-natural Persons;
      Uncertificated Security a Security which is not represented by a certificate
      Unique Identifying Number the serial or other identifying number prescribed to any Goods
      Value any consideration which is sufficient to support a simple contract, and includes an antecedent debt or other obligation