• 3.1 3.1 Application for striking off by a Company

    • 3.1.1 Application for striking off

      1) A Company may apply to the CRO to be struck off the register pursuant to Article 131(1)(A) of the Companies Regulations.
      2) A Company applying to the CRO under (1) must:
      (A) complete the Prescribed Form in Appendix 1 and file it with the CRO;
      (B) attach to the Prescribed Form the documents and declarations prescribed in Rule 3.1.2;
      (C) provide such additional material and information as may be required by the CRO; and
      (D) pay the Prescribed Fee stated in Appendix 2 to the CRO.
      3) The application in (1) must be made on the Company's behalf by at least the majority of its directors.
      4) An application may not be made under this Rule if at any time since its incorporation the Company has been authorised by the Regulatory Authority to carry on Regulated Activities.

    • 3.1.2 Prescribed documents and declarations

      1) The following documents and declarations must be attached to an application made under Rule 3.1.1:
      (A) a declaration by a majority of the directors at a properly convened directors' meeting that the majority wishes the Company to be struck off the register and that none of the circumstances described in Rules 3.3.1 and 3.3.2 below (being circumstances in which the directors would otherwise be prohibited under those Rules from making an application) exists in relation to the Company;
      (B) a certified copy of a Special Resolution of the Members of the Company evidencing the agreement of at least 75% of the Members to the dissolution of the Company;
      (C) audited financial statements of the Company signed by an external auditor indicating that all assets have been realised and all liabilities have been satisfied;
      (D) a declaration by a director confirming that:
      i) the Company has not traded for at least a period of twelve months immediately preceding the application;
      ii) the Company has complied in full with its obligations under the QFC Employment and Immigration Regulations and that there are no longer any Employees employed by the Company and that all residence permits relating to any former Employee(s) of the Company have been cancelled;
      (E) a guarantee and indemnity from any parent company or other person acceptable to the QFC Authority, in a form acceptable to the QFC Authority, to the effect that should any liabilities arise after the dissolution of the Company the parent company will meet those obligations;
      (F) the original certificate of incorporation issued to the Company by the CRO; and
      (G) any such information and/or material as may be required by the CRO.

    • 3.1.3 Continuing duty to provide information

      1) The directors of the Company making an application under 3.1.1 must immediately inform the CRO of any additional information:
      (A) which is reasonably likely to be relevant to the CRO's decision to exercise its power; and
      (B) of which they become aware from the time of making the application for winding up of the Company to the date of dissolution.