Part 2: Part 2: Special Purpose Company
Article 9 — Special Purpose Company Activity9.1 A
Special Purpose Companyis a company incorporated under the Companies Regulations and registered by the CRO as a Special Purpose Company. A Special Purpose Company may only be established for the Purpose of a Transaction. Subject to the terms of its Licence, a Special Purpose Companymay only carry on one or more of the following activities (" Special Purpose Company Activities"):(a) the acquisition (by way of leasing, title transfer, risk transfer or otherwise), the holding and the disposal of any asset (tangible or intangible, including but not limited to receivables, shares, real or personal rights, interests, options or privileges of any kind whatsoever in, over or in respect of any such asset);(b) the obtaining of any type of financing (banking or capital markets), the granting of any type of security interest, the provision of any indemnity or similar support or the entering into any type of loan or hedging arrangements, including to secure the repayment of any money borrowed, raised or owed or any other obligation of or binding on the Special Purpose Company by mortgage, charge, standard security, lien or other security upon the whole or any part of the Special Purpose Company's property or assets (whether present or future), including its uncalled capital;(c) the financing of the Initiatoror any other Person;(d) the carrying out of any of the following activities:(i) to act as trust administrator or agent for any participant in a Transaction;(ii) to enter into arrangements or grant licences in respect of intellectual property rights, know-how, confidential information or trade secrets;(iii) to issue any shares or enter into any agreements which provide for the issue or allotment of, or grant any Person the right to call for the issue or allotment of, any share or loan capital; and(iv) to subscribe for, purchase, or otherwise acquire, hold, sell, deal with and dispose of, place and underwrite shares, stocks, debentures, debenture stocks, bonds, sukuks, obligations or securities issued or guaranteed by any other Entityor any government or authority, municipal, local or otherwise, including in the State or overseas;(e) any other activity approved in writing by the QFC Authoritythat falls within the Permitted Activitiesidentified in paragraphs 10 to 15 of Schedule 3 of the QFC Law, or qualifies as an exemption under Schedule 3 of the FSR, including, to invest and deal with the moneys of the Special Purpose Company not immediately required in such manner as may from time to time be determined and to hold or otherwise deal with any investments made;(f) any other activity approved in writing by the QFC Authority that is ancillary to the Purpose of the Transaction. Such activities may include any of the following:(i) to acquire an interest in, amalgamate with, enter into partnership with or enter into any arrangement for sharing profits, for co-operation, for joint venture, for mutual assistance or otherwise with any Person;(ii) to acquire, undertake and carry on the whole or any part of the activities, goodwill, property and assets of any Person and, as part of the consideration for such acquisition, to undertake any of the liabilities of such Person;(iii) to arrange to improve, manage, construct, repair, develop, exchange, let or otherwise, mortgage, charge, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Special Purpose Company;(iv) to enter into an arrangement to secure or become responsible for the performance of any obligations or the discharge of any liabilities of or by any Person in any manner on any terms and for any purposes whatsoever;(v) to sell, lease, exchange, let on hire, or dispose of any real or personal property or the undertaking of the Special Purpose Company, or any part or parts thereof, for such consideration as the directors shall approve;(vi) to act as agents or as trustees for any Person, and to arrange performance of sub-contracts; and(vii) to distribute among the Shareholdersany property of the Special Purpose Company or any other subsidiary of the Special Purpose Company of whatsoever nature;(g) activities that the QFC Authority, in consultation with the QFC Regulatory Authority, is satisfied fall within any of paragraphs 1 to 9 of Schedule 3 of the QFC Lawand which are not carried on by way of business within the meaning of Article 25 of the FSR. Such activities may include any of the following:(i) to take deposits or give credit on any terms with or without security to a Person;(ii) to give or award pensions, annuities, gratuities, and superannuation or other allowances or benefits and generally to provide advantages, facilities and services for any Persons who are or have been directors of, or who are or have been employed by, or who are serving or have served, the Special Purpose Company or the Initiator's Group or the predecessors in the business of the Special Purpose Company or the Initiator's Group and to the wives, widows, children and other relatives and dependants of such Persons; to make payments towards insurance; and to set up, establish, support and maintain superannuation and other funds or schemes (whether contributory or non-contributory) for the benefit of any of such Persons and of their wives, widows, children and other relatives and dependants;(iii) to arrange to insure the life of any Person or to arrange to insure against any accident to any Person who may, in the opinion of the directors, be of value to the Special Purpose Company or the Initiator's Group and to pay the premiums on such insurance; and(iv) to arrange to insure any Person on behalf of the Special Purpose Company or the Initiator's Group and to pay the premiums on such insurance.9.2 A Special Purpose Companymay hold property for a third party whether on trust or otherwise and the Special Purpose Companymay hold such property by taking physical possession of the property, by holding documents of title to or other evidence of ownership of the property or by being registered as the owner of the property.9.3 Subject to the terms of its Licence, a Special Purpose Companyis prohibited from carrying on any activities other than the Special Purpose Company Activities. Amended (as from 19th October 2017).
Article 10 — Exemptions from the Companies Regulations
Unless otherwise provided in these Regulations or directed to do so in writing by the QFC Authority, Part 3A, PPart 4, Part 6 and Part 7 of the Companies Regulations do not apply to
Special Purpose Companies. Amended (as from 19th October 2017).
Article 11 — NOT USED
Deleted (as from 19th October 2017).
Article 12 — Shareholders12.1 A
Special Purpose Companymay have any one or more of the following types of Shareholders:(a) a nominee holding the shares in the Special Purpose Companyon trust for discretionary purposes;(b) the Initiatoror other participants in the Transaction;(c) another Special Purpose Company.12.2 For the purposes of Article 12.1(a) a nominee may be either:(a) a body corporate incorporated in the QFC; or(b) a body corporate incorporated outside the QFC, if the QFC Authorityhas confirmed in writing that it does not object to the proposed Personacting as a nominee.12.3 A Special Purpose Companymay not register a transfer of shares in the Special Purpose Companyuntil the QFC Authorityhas confirmed in writing that it does not object to such transfer.12.4 The QFC Authoritymay provide by way of Rules for the manner in which a Special Purpose Companyshall apply to it for the confirmation required under Article 184.108.40.206 For the purposes of Article 19 of the QFC Companies Regulations, a Special Purpose Company shall ensure that it takes reasonable measures to obtain and maintain up-to-date details of its Beneficial Owners. Amended (as from 19th October 2017).
Article 13 — Meetings13.1 A
Special Purpose Companyis not required to hold an annual meeting of its Members.13.2 If a Special Purpose Company does not hold a meeting of its Members, Article 69 of the Companies Regulationsshall not apply to a Special Purpose Company. Amended (as from 19th October 2017).
Article 14 — Directors, Secretary and Senior Executive Function14.1 A Special Purpose Company shall have a minimum of one director which may be a Person that is a natural person or a body corporate. If a director is a body corporate, the Special Purpose Company shall, before incorporation or promptly on appointment of the body corporate, furnish to the CRO copies of its up to date constitutional documents, and full details of its legal owners and
Beneficial Owners(including any changes from time to time to such documents or information). The Special Purpose Company must provide such further information as the CRO may require regarding the legal owners and Beneficial Ownersof the body corporate.14.2 The CRO may publish similar information about the body corporate acting as a director of a Special Purpose Company as it would have published had the director been a natural person. The CRO shall not make available on the CRO's public register or to the public, information regarding legal owners and Beneficial Ownersof the corporate director supplied in accordance with Article 14.1, except pursuant to either a statutory obligation or an order of the QFC Courtto disclose the information and, in such cases, the CRO may make available such information on terms it considers appropriate.14.3 A Special Purpose Company shall appoint a secretary which may be a natural person, a body corporate or a Support Services Provider, or a subsidiary of the Support Services Provider.14.4 In respect of a Special Purpose Company, the director and secretary may be the same body corporate and the director, secretary and Senior Executive Functionmay be the same natural person.14.5 Where relevant holding more than one appointment shall not be in contravention of any requirements or restrictions on a sole director performing the functions of a secretary and a director. For the purposes of the Companies Regulations, any acts validly carried out by the Person performing one or more of these functions for the Special Purpose Company shall be deemed to satisfy any corporate capacity, quorum and procedural requirements of the Companies Regulations.14.6 Where a Person performs more than one function of the director, secretary and Senior Executive Function, that Person shall ensure that he avoids or manages any conflicts of interests that arise in the performance of more than one function.14.7 Unless it has engaged the services of the Support Services Provider to perform the functions of a director or secretary, a Special Purpose Company shall ensure:(a) in the case of a natural person that performs the functions of a director or secretary, that at least one of its director(s) or secretary is resident in the State; or(b) in the case of body corporate that performs the functions of a director or secretary, that at least one of its director(s) or secretary which is a body corporate has a registered office in the State.14.8 A Special Purpose Company may comply with all or any of its obligations regarding appointment of a Senior Executive Functionunder Rule 11.3 of the QFCA Rules through the appointment of a natural person from the Support Services Provider.14.9 A Special Purpose Company shall file a notice with the CRO of any change to its directors or its secretary within twenty-one days of the change of the director or secretary, as the case may be, using the Prescribed Form and paying the Prescribed Fee. In the case of a change in a corporate director, the Special Purpose Company shall, at the time of filing the notice of change, supply to the CRO the information prescribed in Article 14.1 concerning such a director. Amended (as from 19th October 2017).
Article 15 — Accounts and Audit
Special Purpose Companyis not required to appoint auditors, have its accounts examined and reported on by auditors, or to lay its accounts before a meeting of its Members, or file such accounts with the CRO, unless it is directed to do so in writing by the QFC Authority. Amended (as from 19th October 2017).
Article 16 — Reporting
Special Purpose Companymust file a notice with the CROof any of the following changes using the Prescribed Formand paying the Prescribed Feewithin twenty-one days of their occurrence:(a) any change concerning its Support Services Provider; and(b) any change to its Shareholdersor its legal owners or Beneficial Ownerssubject to Article 12.3. Amended (as from 19th October 2017).
Article 17 — Annual Return
Article 17A — [Deleted]
Deleted (as from 19th October 2017).
Article 18 — Dissolution18.1 A
Special Purpose Companymay only be wound up voluntarily under Article 58 of the Insolvency Regulationsif, at the time the Special Purpose Companyresolves it should be wound up, it has no outstanding liabilities.18.2 The fact of the dissolution of a Special Purpose Companyshall be published on the CROpublic register.
Article 19 — Insolvency Regulations19.1 For the purposes of a
Special Purpose Company, "company's property" shall mean any property of the Special Purpose Companyother than property under administration.19.2 For the purposes of the Insolvency Regulations, there shall be no preferential debts or preferential creditors in relation to a Special Purpose Company.19.3 For the purposes of Article 92 of the Insolvency Regulations, Special Purpose Company Activityand obligations arising from a Special Purpose Company Activityshall be exempt from disclaimer by a liquidator as onerous property.