Part 4: Part 4: Provisions Applicable to both a Special Purpose Company and a Holding Company
Article 24 — Incorporation24.1 For the purpose of Article 17(1) of the
Companies Regulations, an application filed with the CROmust include a written undertaking from the Incorporatorto the QFC Authoritythat:(a) sets out the purpose for which the Special Companyis being established; and(b) Special Company shall only undertake either Special Purpose Company Activitiesor Holding Company Activities.24.2 The QFC Authoritymay provide by way of Rules for the manner and circumstances in which the CROmay register a Companyas a Special Company.24.3 A Special Companymust comply with the QFClicensing requirements prescribed in the QFC Authority Regulations.24.4 A Special Companymay only carry on activities that are provided for in the respective part of these Regulations and that are specified in its Licence.24.5 The register maintained by the CROwill expressly set out the status of the company as a Special Company.24.6 An applicant seeking to establish a Special Companyas a body corporate in the QFCmust comply with the formalities for formation, incorporation and registration set out in the Companies Regulationsto the extent prescribed in the Rules.24.7 A non-QFC Company may migrate to the QFC as a Special Company under Part 5 of the Companies Regulations and shall also be subject to these Regulations. Amended (as from 19th October 2017).
Article 25 — Articles of Association25.1 AThe CRO may from time to time prescribe one or more sets of standard articles of association (which shall be in the English language) to be known as the
Standard Articles of Associationfor Special Companies.25.2 If the CRO prescribes Standard Articles of Associationfor Special Companies, a Special Company may, by reference, adopt for its articles of association the whole of the relevant Standard Articles of Associationor may, by reference, adopt for its articles of association the Standard Articles of Associationsubject to the following: such amendments as may be set out in its articles of association or may incorporate by reference in its articles of association such parts of the Standard Articles of Associationas it shall deem fit.25.3 If the Standard Articles of Associationare altered by the CRO, the alteration will not affect the articles of association of a Special Company registered before the alteration takes effect.25.4 If the Standard Articles of Associationare not adopted, then the articles filed by the Special Company must, at a minimum, provide for all the requirements under Article 2.2.2 (A) to 2.2.2 (P) of the Companies Rules:(a) for the purposes of Article 17(2)(b) of the Companies Regulations, the purposes of a Special Companyas set out in its Articles of Associationmust be to act as either a Special Purpose Companyor a Holding Companyas applicable and the activities that it is permitted to carry on must be limited to Special Purpose Company Activitiesor Holding Company Activities, as applicable;(b) the articles of associationof a Special Companymust state the purpose of the Special Company and provide that the Special Companyshall not carry on any activities of the type described in Paragraphs 1 to 9, Part 1, Schedule 3 of the QFC Lawin or from the QFCby way of business; and(c) the articles of associationof a Special Purpose Companymust provide that no transfer of shares in the Special Purpose Companyshall take effect until the QFC Authorityhas confirmed in writing that it does not object to such transfer.25.5 A Special Company must notify the CRO of any proposed amendments to its Articles of Association. A Special Companymust give no less than twenty-one days' prior written notice on a Prescribed Formand for a Prescribed Feeto the CROof any proposal to amend its Articles of Association. The CROmay consult with the QFC Authorityor the Regulatory Authorityas appropriate and may object to any proposed amendment if it is not in line with the status of a Special Company. A Special Companymust file its amended Articles of Associationwith the CROwithin twenty-one days of the amendment taking effect. Amended (as from 19th October 2017).
Article 26 — Application of QFC Authority Regulations and Rules26.1 Except as provided in Articles 8 and 9 of the QFC Law, the QFC Authority may, on the application of a Person in the QFC, or on its own initiative, by means of a written notice, provide that one or more provisions of these Regulations or other regulations made by the Minister pursuant to Article 9 of the QFC Law or the rules made pursuant to Article 12(1) of the QFC Authority Regulations either:(a) shall apply to one or more Persons or class of Persons with such modifications as may be specified in the written notice; or(b) shall not apply in relation to one or more Persons or class of Persons.26.2 The QFC Authority shall consult with the Regulatory Authority in issuing any notice under this Article that may reasonably be expected to have a bearing on the duties, objectives and functions of the Regulatory Authority and may not issue a notice under this Article in respect of one or more
Authorised Firmsunless the Regulatory Authority has consented in writing to the issue of the notice.26.3 The QFC Authority must be satisfied, when giving a notice under this Article in relation to one or more Persons or class of Persons, that:(a) either:(i) the burden experienced by one or more Persons or class of Persons in complying with the relevant regulation or rule would significantly outweigh the benefits that the regulation or rule was intended to achieve; or(ii) compliance with the regulation or rule would not achieve or further the purpose for which the relevant regulation or rule was made; and(b) the notice would not result in undue risk to one or more Persons or class of Persons whose interests the regulation or rule is intended to protect.26.4 A written notice under this Article may be given subject to conditions.26.5 Where the QFC Authority is satisfied that it is in the interests of the QFC to do so, it may publish a written notice issued under this Article in such a way (including publication on its website) as it considers appropriate for bringing the notice to the attention of:(a) those likely to be affected by it; and(b) others who may be likely to become subject to a similar notice.26.6 The QFC Authority may on application by one or more Persons or class of Persons to whom a notice applies, or on its own initiative:(a) revoke a written notice; or(b) vary a written notice.26.7 With respect to the publication of a revocation or variation, this Article applies analogously.26.8 The QFC Authority may issue rules, in particular with respect to the provision of a written notice and the procedures in relation thereto.26.9 Any decision of the QFC Authority with respect to the granting or refusal of a waiver or modification of regulations or rules pursuant to this Article may be referred to the QFC Regulatory Tribunal by one or more Persons or class of Persons to whom the waiver or modification relates (or would relate if granted).26.10 This Article does not apply to any regulations:(a) made with the consent of the Council of Ministers; or(b) in relation to which the Regulatory Authority has been conferred duties, functions and powers; or(c) which expressly do not permit any such waiver. Amended (as from 19th October 2017).
Article 25 [Deleted]
Article 27 — Registered Office and Support Services Provider27.1 A Special Purpose Company must appoint and at all times retain a Support Services Provider. A Holding Company may appoint a Support Service Provider. A Support Service Provider shall provide a Special Company with one or more of the following services:(a) management and administrative services;(b) services as a registered agent, director or similar officer (including, where permitted, to provide the
Senior Executive Function);(c) provision of a registered office, place of business or address; and(d) any of the services at Article 27.1 (a) to (c), and such other services as may be prescribed or directed from time to time by the QFC Authority Rules unless the.27.2 Where the Incorporatorof the Special Company is a QFC Authority in its sole discretion determines that all or certain rules do not apply or do apply subject to a waiver pursuant to Article 13Licensed Firm, the Special Company may, with the approval of the QFC Authority, satisfy a requirement under Article 27.1 of these Regulations if the Incorporatorperforms one or more of the relevant functions of the Support Service Provider for the Special Company.27.3 For the purposes of Article 42 of the Companies Regulations:(a) where the Support Services Provider of a Special Company has a registered office in the QFC, the Special Company may use that office as its registered address; and(b) where the Support Services Provider of a Special Company does not have a registered office in the QFC, the Special Company must itself maintain a registered address in the QFC and such address will be considered its registered office and principal business irrespective of the location of its Support Services Provider.27.4 The QFC Authority may provide by Rules for the manner and circumstances in which a body corporate, partnership or limited liability partnership may be approved to act as a Support Services Provider for the purposes of this Article and the range of services that such entity may provide.27.5 A Support Services Provider must ensure that it avoids or manages any conflicts of interests that arise as a result of:(a) the Support Services Provider carrying out one or more functions for a Special Company; or(b) the Support Services Provider carrying out any other function or activity for a Person other than the Special Company that the Support Service Provider performs one or more functions for. Inserted (as from 19th October 2017).
Article 28 — Notifications and Undertakings28.1 In addition to any notification required under the Companies Regulations, a Special Company must:(a) provide the QFC Authority on or before the 31 December every year with an undertaking that the
Purposeor activities of the Special Company have not changed since the establishment or incorporation of the Special Company or since the filing of the last undertaking by the Special Company;(b) notify and give no less than twenty-one days' written notice to the QFC Authority of:(i) any intended change in its purpose or its activities which constitutes a change in its Special Purpose Company Activities or Holding Company Activities as notified to the QFC Authority during the process of establishment or incorporation of the Special Company or since the filing of the last undertaking by the Special Company;(ii) whether the Special Company continues to be Passive.28.2 The filing of notices and the provision of information to the QFC Authority and the Regulatory Authority in accordance with this Article shall not constitute any permission or approval or authorisation by the QFC Authority or, where applicable, the Regulatory Authority.28.3 A Special Company shall respond to any requests for information and documents relating to its activities from the QFC Authority and, where applicable, the Regulatory Authority. Inserted (as from 19th October 2017).
Article 29 — Change of Status29.1 A
Special Companyshall not undertake any activities which are not Special Purpose Company Activitiesor Holding Company Activitieswithout the prior written consent to a change of its status by the QFC Authorityor Regulatory Authorityas applicable.29.2 The Special Companymust not carry on any activities other than Special Purpose Company Activitiesor Holding Company Activitiesuntil the following have been completed:(a) the QFC Authorityand where applicable the Regulatory Authorityhave given formal notice to the Special Companyrecording the change of its status;(b) the QFC Authorityhas issued the amended Licenceto the Special Company;(c) where applicable, the Regulatory Authorityhas issued an authorisation to the Special Companyto conduct Regulated Activitiesin or from the QFC;(d) the Special Companyhas paid the Prescribed Fees resulting from the change of status to the QFC Authorityand/or the Regulatory Authority; and(e) the CROhas revoked its status as a Special Company.29.3 If the status as a Special Companyis changed pursuant to this Article:(a) the Company ceases to be a Special Companyand these Regulations shall no longer apply to its activities; and29.4 The QFC Authoritymay provide by way of Rules for the manner and circumstances in which the CROmay change or revoke the status of a Companyas a Special Company.29.5 An entity licensed by the QFC Authority, that is not a Special Company, may apply to the QFC Authority to change its status and its permitted activities to those of a Special Company. Amended (as from 19th October 2017).
Article 29A — Notice Regarding Passive Special Company
The QFC Authority may, on application by the Special Company or on the QFC Authority's own initiative, issue a notice to a Special Company as to whether or not the Special Company is
Passivefor the purposes of these Regulations. Inserted (as from 19th October 2017).
Article 30 — Contraventions and AML/CFT LAW30.1 If a
Special Companycarries on any activity which is not a Special Purpose Company Activityor Holding Company Activity, the Special Companywill be in breach of its Licenceunless otherwise permitted by the QFC Authorityor the Regulatory Authority, as applicable.30.2 The QFC Authoritymay give notice to the Special Companyrequiring it to refrain from any activity held to be in breach of its Licencewith immediate effect and the QFC Authoritymay further exercise one or more of those powers set out in Article 23 of the QFC Authority Regulationsin relation to the Special Company.30.3 A Special Company must ensure that it is not involved in a contravention of the AML/CFT Law.30.4 Notwithstanding Article 30.3, a Special Company must report any suspicious transactions to the Financial Information Unit established under the AML/CFT Law. Amended (as from 19th October 2017).
Article 31 — Prescribed Forms and Prescribed Fees
Amended (as from 19th October 2017).