• Part 3: Part 3: Limited Liability Companies

    • Section 1: Section 1: Establishment and Corporate Capacity

      • Article 14 - Limited Liability Companies

        (1) A form of legal entity known as a limited liability company may be incorporated in the QFC.
        (2) An LLC is a Company which is formed by being incorporated under Part 3 of these Regulations.
        (3) Where an LLC has been approved for listing on the Qatar Stock Exchange ("QSE") or any other exchange, and subject to satisfying all applicable requirements of the Qatar Financial Markets Authority ("QFMA") and the QSE or such other exchange or regulator,it shall upon such listing taking place be designated as an "LLC (Public)".
        (4) All Articles in these Regulations will continue to apply to an LLC (Public) as if it were an LLC. If at any time an LLC (Public) is no longer listed on the QSE or other exchange, it will cease to be designated LLC (Public).
        Amended (as from 5th April 2015).

      • Article 15 - Corporate Capacity

        (1) An LLC has separate legal personality from its Members whose liability shall be limited to paying to the LLC the amount, if any, unpaid on the Shares held by them.
        (2) An LLC has the capacity, rights and privileges of a natural person and, without limitation, may enter into contracts, sue and be sued and own assets of all types.
        (3) In favour of a person who in good faith is a party to any transaction or other act to which the LLC is party, the power of the directors of an LLC to bind the LLC, or authorise others to do so, shall be deemed free of any limitation under the LLC's articles of association.
        (4) A contract may be made, varied or discharged on behalf of an LLC, by any person acting under its authority, express or implied.
        (5) A Document is executed by an LLC if signed by two directors, or one director and the secretary of an LLC, and expressed (in whatever form of words) to be executed by the LLC.
        Amended (as from 5th April 2015).

      • Article 16 - Transaction entered into prior to corporate existence

        (1) Where a transaction purports to be entered into by an LLC, or by a person as agent for an LLC, at a time when the LLC has not been formed, then unless otherwise agreed by the parties to the transaction, the transaction has effect as one entered into by the person purporting to act for the LLC or as agent for it, and he is personally bound by the transaction and entitled to its benefits.
        (2) An LLC may, within such period as may be specified in the terms of the transaction or if no period is specified, within a reasonable time after it is formed, by act or conduct signifying its intention to be bound thereby, adopt any such transaction and it shall from that time be bound by it and entitled to its benefit and the person who entered into such transaction shall cease to be so bound and entitled.

    • Section 2: Section 2: Incorporation and Registration

      • Article 17 - Incorporation of a Limited Liability Company

        (1) Any one or more persons may apply for the incorporation of an LLC for the purpose of carrying on a Business of a kind permitted by the QFC Law to be conducted in the QFC by signing and filing with the CRO an incorporation document together with the Prescribed Fee and otherwise complying with the requirements of these Regulations in respect of registration.
        (2) The Prescribed Form and incorporation document filed with the CRO shall set out or have attached thereto:
        (A) the name of the LLC which must comply with Article 36 of these Regulations;
        (B) the nature of the Business to be conducted by the LLC and it shall be sufficient to state that the purpose of the LLC is to engage in any lawful act or activity for which LLCs may be incorporated under the QFC Law and Regulations;
        (C) the address of the registered office of the LLC, which shall be in the QFC;
        (D) the date of the financial year end of the LLC;
        (E) the full Name and Address of each of the incorporators of the LLC and the number of Shares each of them agrees to take upon incorporation of the LLC;
        (F) the full Name, Address, date of birth, nationality, business occupation and any directorships held within the last 5 years of all the persons who are to be the first directors of the LLC together with a declaration that each of them is qualified to act as a director or secretary of an LLC pursuant to these Regulations;
        (G) the full Name, Address, date of birth and nationality of the person who is the first secretary of the LLC;
        (H) the amount of the authorised share capital, with which it is proposed that the LLC be registered, and the division thereof into Shares of fixed amount;
        (I) the LLC's articles of association, signed by the incorporators, setting out the rules for the internal governance of the LLC which shall comply with these Regulations; and
        (J) such other particulars as the CRO may require from time to time.
        (3) The share capital of an LLC may be denominated in any currency approved by the CRO.
        (4) The incorporation document and all other documentation required to be submitted to the CRO shall be in English and shall be in such form as the CRO may prescribe or approve from time to time.
        (5) Article 17(2)(E) does not require the incorporators of an LLC to agree to take any Shares if, on incorporation, the LLC will be a Collective Investment Fund.
        (6) Article 17(2)(H) does not apply if, on incorporation, the LLC will be a Collective Investment Fund.
        (7) An LLC that is a Collective Investment Fund is not required to have an authorised share capital.
        Amended (as from 5th April 2015).

      • Article 18 - Registration

        (1) No LLC shall be incorporated without the consent of the CRO.
        (2) On incorporation the CRO shall:
        (A) give a certificate that the LLC is incorporated with the name specified in the certificate and with effect from the date of the certificate;
        (B) allocate to the LLC a number, which shall be the LLC's registered number; and
        (C) enter the name and registered number of the LLC in the index of names and registered numbers maintained by the CRO under these Regulations.
        (3) A certificate of incorporation shall be conclusive evidence that the LLC is incorporated with the name specified in it and that the requirements of these Regulations have been complied with in respect of the incorporation and registration of the LLC and thereafter no defect in the process prior to the incorporation thereof shall affect the validity y of its incorporation.
        (4) From the date of incorporation, the LLC shall be a Body Corporate having the name contained in the certificate of incorporation and capable forthwith of exercising all the functions of an incorporated LLC.
        (5) A decision of the CRO refusing to issue a certificate of incorporation may be reviewed consistent with any applicable standards and procedures issued by the QFC Authority for such purpose.
        Amended (as from 5th April 2015).

    • Section 3: Section 3: Members and Share Capital

      • Article 19 - Members

        (1) The incorporators of an LLC are deemed to have agreed to become Members of the LLC by signing the incorporation document and on incorporation shall be entered as such in the LLC's register of Members (persons other than incorporators who have died or been dissolved).
        (2) Every other person who agrees to become a Member of the LLC and whose Name is entered in the register of Members, is a Member of the LLC.
        (3) A person may cease to be a Member of an LLC (as well as by death or dissolution) in accordance with the articles of association of the LLC.
        (4) A Member of an LLC can be of any nationality and either a natural or a Body Corporate.
        (5) The minimum number of Members of an LLC is one.
        (6) Every LLC shall keep a register of Members, together with:
        (A) a statement of the Shares held by each Member, distinguishing each Share by its number (if the Share has a number) and, where the LLC has more than one class of issued Shares, by its class;
        (B) the date on which each person was registered as a Member; and
        (C) the date on which any person ceased to be a Member.
        (7) Article 19 (1) does not apply to an LLC if, on incorporation, the LLC will be a Collective Investment Fund.
        Amended (as from 5th April 2015).

      • Article 20 - Rectification of register of Members

        (1) If:
        (A) the Name of a person, the number of Shares held or the class of Shares held is, without sufficient reason, not entered in or omitted from an LLC's register of Members; or
        (B) there is a failure or unnecessary delay in entering on the register the fact of a person having ceased to be a Member
        a person aggrieved, or a Member of the LLC, may apply to the CRO for rectification of the register.
        (2) The CRO may refuse the application or may order rectification of the register.
        (3) Whether or not the CRO exercises its power under Article 20(2), the QFC Civil and Commercial Court may make one or more of the following orders:
        (A) on application of the CRO, an order enforcing any orders made by it under this Article 20;
        (B) on application of a person aggrieved, a Member of the LLC, or the LLC, an order directing the CRO to, or not to order the rectification of the register or to do any act or thing; or
        (C) on application of a person aggrieved, an order requiring the LLC to pay damages or to do any act or thing.
        Amended (as from 5th April 2015).

      • Article 21 - Allotment of Shares

        Subject to any limitations or provisions to the contrary in its articles of association, the unissued Shares of an LLC shall be at the disposal of the directors of an LLC who may, subject to any rights previously conferred on the holders of any existing Shares, or class of Shares, offer, allot, grant options over or otherwise dispose of such Shares to such persons, at such time and upon such terms as the directors of the LLC may determine.

      • Article 22 - Return as to allotments

        (1) When an LLC makes an allotment of its Shares, the LLC shall within 1 month thereafter deliver to the CRO for registration a return of the allotments in the Prescribed Form stating the number and nominal amount of the Shares comprised in the allotment, the Names and Addresses of the allottees, and the amount (if any) paid or due and payable on each Share, whether on account of the nominal value of the Share or by way of premium, and, in the event that any Shares are allotted for a consideration other than cash, a statement of the consideration for which they have been so allotted.
        (2) This Article does not apply to an LLC that is a Collective Investment Fund.
        Amended (as from 5th April 2015).

      • Article 23 - Prohibition on allotment of Shares at a discount

        (1) An LLC's Shares shall not be allotted at a discount to their nominal value.
        (2) If any Share is allotted in contravention of this Article 23 then the allottee is liable to pay the LLC an amount equal to the amount of the discount, with interest at an appropriate rate to be prescribed by the CRO.

      • Article 24 - Transfer of Shares

        (1) The Shares of any Member of an LLC shall be transferable in such manner as may be provided by the articles of association of the LLC.
        (2) Subject to Article 24(6), notwithstanding the provisions of its articles of association, an LLC shall not register a transfer of Shares in the LLC unless a written instrument of transfer is duly executed by the transferor and all outstanding sums relating to the transferring shares, if any, have been paid by the transferor to the LLC. For the purposes of trading, an LLC (Public) may allow the transfer of Shares to be made electronically or any other manner permitted by the QFMA, QSE, the relevant exchange or regulator, such transfer shall be sufficient to transfer title in the Shares if registered by the LLC (Public).
        (3) Nothing in this Article 24 shall prejudice the power of an LLC to register as a Member any person to whom the right to any Shares of the LLC has been transmitted by operation of law.
        (4) A transfer of any Share of a deceased Member of an LLC made by his personal representative, although the personal representative is not himself a Member of the LLC, is as valid as if he had been a Member at the time of the execution of the instrument of transfer.
        (5) If an LLC refuses to register a transfer of Shares, the LLC shall, within 21 days after the date on which the transfer was delivered to the LLC, send to the transferor and transferee notice of the refusal.
        (6) Article 24(2) does not apply when a transfer of shares is undertaken in accordance with rules made by the QFC Authority.
        Amended (as from 5th April 2015).

      • Article 25 - Issue of certificates

        (1) Subject to Article 25(3), for each Share allotted or transferred, a Share certificate shall be issued by the LLC no later than 30 days after the date the allotment is made or the date on which a transfer of the Shares is registered in the register of Members of the LLC. For an LLC (Public) a record in the QSE or the relevant exchange's registry system is as acceptable as if it were a Share certificate duly issued by the LLC (Public).
        (2) A certificate executed by the LLC specifying any Shares held by a Member, shall be evidence of the title of the Member to the Shares. For an LLC (Public) a record of title to any Shares in the LLC (Public) held in the QSE or the relevant exchange's registry or system will be evidence of good title to any Shares held by the Member.
        (3) Article 25(1) and (2) do not apply when title to shares is evidenced in accordance with rules made by the QFC Authority which allow for title to be evidenced in some other manner.
        Amended (as from 5th April 2015).

      • Article 26 - Share premium account

        (1) If an LLC issues Shares at a premium to their nominal value, whether for cash or otherwise, a sum equal to the aggregate amount or value of the premiums on those Shares shall be transferred to an account called the "share premium account".
        (2) The Share Premium Account may be applied by the LLC:
        (A) in paying up unissued Shares to be allotted to Members as fully paid bonus Shares;
        (B) or in writing off:
        (i) the LLC's preliminary expenses; or
        (ii) the expenses of, or the commission paid or discount allowed on, any issue of Shares or debentures of the LLC
        (C) or in providing the premium payable on redemption of any redeemable Shares or any debentures of the LLC.
        (3) Subject to Article 26(2), the provisions of these Regulations relating to a reduction of a Company's share capital apply as if the Share Premium Account were part of its paid up share capital.

        This Article does not apply to an LLC that is a Collective Investment Fund.

        Amended (as from 5th April 2015).

      • Article 27 - Rights attaching to Shares

        (1) To the extent permitted by its articles of association, an LLC may create different classes of Shares. Subject to these Regulations, the rights attaching to Shares (or any class of Shares) shall be determined by the articles of association of the LLC.
        (2) The articles of association of the LLC shall set out:
        (A) the right to vote at a meeting of the LLC carried by each class of Share;
        (B) the right to repayments of capital attaching to each class of Share;
        (C) the right to participate in any undistributed profit of each class of Share;
        (D) the rights and obligations pertaining to the transfer of each class of Share;
        (E) the right to dividends and other distributions attaching to each class of Share; and
        (F) any other rights and obligations attaching to each class of Share.
        (3) Subject to the provisions of the articles of association of the LLC, each Share shall rank in all respects equally with any other Share in the LLC.
        (4) It shall not be lawful for an LLC to issue bearer Shares.

      • Article 28 - Alteration of share capital

        (1) An LLC, if so authorised by its articles of association, may alter its share capital by Ordinary Resolution in any of the following ways:
        (A) increasing its authorised share capital by creating new Shares of such amount as it deems necessary;
        (B) consolidating and dividing any or all of its Shares (whether issued or not) into Shares of a larger amount than its existing Shares;
        (C) sub-dividing its Shares, or any of them, into Shares of a smaller amount than its existing Shares but so that, in the sub-division of any issued Shares, the proportion between the amount paid and the amount (if any) unpaid on each reduced Share shall be the same as it was in the case of the Share from which the reduced Share is derived;
        (D) cancelling Shares which at the date of passing of the Ordinary Resolution to cancel them, have not been taken or agreed to be taken by any person, and diminishing the amount of the LLC's authorised share capital by the amount of the Shares so cancelled; and
        (E) changing the currency denomination of its share capital or any class thereof to a currency denomination approved by the CRO.
        (2) A cancellation of Shares under this Article 28 does not for the purposes of these Regulations constitute a reduction of share capital.
        (3) An LLC having altered its share capital pursuant to Article 28(1), shall within 21 days thereafter give notice in the Prescribed Form to the CRO, together with a copy of the Ordinary Resolution effecting the alteration.
        Amended (as from 5th April 2015).

      • Article 29 - Class rights

        (1) If provision for the variation of the rights attached to a class of Shares is made in the articles of association of the LLC, those rights may only be varied in accordance with those provisions.
        (2) If provision for the variation of the rights attached to a class of Shares is not made as such in the articles of association the rights may be varied if, but only if:
        (A) the holders of 3 quarters in nominal value of the Shares of the class consent in writing to the variation; or
        (B) a Special Resolution passed at a separate meeting of the holders of that class sanctions the variation.
        (3) Any alteration of a provision in the articles of association for the variation of the rights attached to a class of Shares, or the insertion of any such provision into the articles of association shall itself be treated as a variation of those rights.
        (4) If the rights attached to any class of Shares are varied in the manner referred to above, the holders of not less than 15 percent of the nominal value of the Shares of the class (being persons who did not consent to, or vote in favour of a resolution for the variation) may apply to the QFC Civil and Commercial Court to have the variation cancelled.
        (5) The application for cancellation of the variation must be made within 21 days after the date on which the consent was given or the resolution was passed and may be made on behalf of the Members entitled to make it by one or more of them as they may appoint in writing.
        (6) On any such application the QFC Civil and Commercial Court, after hearing the applicant and any other persons who apply to the QFC Civil and Commercial Court to be heard and appear to the QFC Civil and Commercial Court to be interested in the application, may, if it is satisfied, having regard to all the circumstances of the case, that the variation would unfairly prejudice the Members represented by the applicant, disallow the variation and shall, if not so satisfied, confirm the variation.
        (7) The decision of the QFC Civil and Commercial Court on any such application shall be final.
        (8) In this Article 29, "variation" includes abrogation and "varied" is to be construed accordingly.
        Amended (as from 5th April 2015).

      • Article 30 - Reduction of share capital

        (1) An LLC, if authorised by an Special Resolution and its articles of association, may reduce its Share capital in any way.
        (2) In particular, and without prejudice to the generality of Article 30(1), an LLC may:
        (A) extinguish or reduce the liability on any of its Shares in respect of capital not paid up;
        (B) either with or without extinguishing or reducing liability on any of its Shares, cancel any paid up capital that is lost or unrepresented by available assets; or
        (C) either with or without extinguishing or reducing liability on any of its Shares, pay off any paid up capital that is in excess of the requirements of the LLC.
        (3) No LLC shall reduce the amount of its share capital under Article 30(1) unless it complies with the following:
        (A) at a date not more than 30 days and not less than 15 days before the date from which the reduction of the share capital is to have effect, the LLC shall publish a notice in an newspaper approved by the CRO stating the amount of the LLC's share capital at such date, the amount to which, and manner in which, the share capital is to be reduced and the date from which the reduction is to have effect; and
        (B) on the date from which the reduction is to have effect a certificate shall be signed by at least two directors of the LLC or the sole director if there is only one director declaring either:
        (i) that on that date and following the reduction of capital, the realisable value of the LLC's assets will be not less than the aggregate of its Liabilities and issued share capital and Share Premium Account and the LLC will be able to satisfy its Liabilities as they fall due; or
        (ii) that all the creditors of the LLC on that date have consented to the reduction.
        (4) Where Shares are to be cancelled in order to reduce the capital of an LLC the Shares shall be acquired at the lowest price at which, in the opinion of the directors, the Shares are obtainable, but not exceeding an amount, if any, stated or determined by the articles of association.
        (5) Where an LLC reduces the amount of its share capital then within 30 days after the date on which the reduction has effect the LLC shall file a notice in Prescribed Form with the CRO together with a copy of the notice referred to in Article 30(3)(A) and the certificate referred to in Article 30(3)(B) above.
        (6) If, after a certificate is signed in accordance with Article 30(3)(B)(ii) above, a creditor who did not consent to the reduction has a debt or claim against the LLC which the LLC is unable to pay as a result of the reduction, every person who was a Member of the LLC at the date of the certificate is then liable to contribute for the payment of the debt or claim in question an amount not exceeding the aggregate amount which, prior to the reduction, remained unpaid on the Shares then held by him.
        (7) Notwithstanding Article 30 (1), an LLC that is a Collective Investment Fund does not require authorisation by Ordinary Resolution to reduce its share capital in anyway.
        Amended (as from 5th April 2015).

      • Article 31 - Redemption or purchase of own Shares

        (1) An LLC may, if authorised to do so by its articles of association, and in accordance with the provisions of such articles of association, redeem any of its Shares which pursuant to its articles of association are to be redeemed, or are liable to be redeemed, at the option of the LLC or the holder of the relevant Shares.
        (2) No redeemable Shares shall be issued by an LLC, nor shall any Shares in an LLC be converted into redeemable Shares, if, following such issue or conversion, there would be no Shares in the LLC which are not redeemable.
        (3) A redemption of redeemable Shares shall only be made from the following sources:
        (A) in the case of the nominal value of the Shares, from paid up capital, share premium and other reserves of the LLC; or
        (B) in the case of any premium, from realised or unrealised profits, share premium or other reserves of the LLC.
        (4) Upon redemption of Shares under this Article 31, such Shares shall be taken as cancelled and accordingly the amount of the LLC's issued share capital shall be diminished by the nominal value of those Shares but redemption shall not be taken as reducing the authorised share capital of the LLC.
        (5) Where pursuant to this Article 31 an LLC is about to redeem Shares, it may issue Shares up to the nominal amount of the Shares to be redeemed as if those Shares had never been issued.
        (6) This Article does not apply to an LLC that is a Collective Investment Fund.
        Amended (as from 5th April 2015).

      • Article 32 - Power of an LLC to purchase own Shares

        (1) Subject to the provisions of this Article 32, an LLC may purchase its own Shares (including any redeemable Shares).
        (2) Article 31(3), (4), and (5) shall apply to the purchase by an LLC of its own Shares (the "Purchased Shares") as they apply to a redemption of redeemable Shares of an LLC. However, if an LLC decides, in accordance with its articles of association, to hold Purchased Shares in treasury ("Treasury Shares"), then Article 31(4) shall not apply. Treasury Shares will be treated as issued capital but will carry: (a) no voting rights (b) no pre-emptive rights for a Member; (c) no right to receive any dividends; and (d) no rights to receive assets upon the LLC's liquidation.
        (3) A purchase under this Article must, unless the LLC is a Wholly Owned Subsidiary, be sanctioned by an Ordinary Resolution.
        (4) The Shares to be purchased:
        (A) may only be purchased in pursuance of a contract approved in advance by an Ordinary Resolution of the LLC; and
        (B) shall not carry the right to vote on the Ordinary Resolution authorising the purchase.
        (5) An LLC may not under this Article purchase its Shares if as a result of the purchase there would no longer be a Member of the LLC holding Shares.
        Amended (as from 5th April 2015).

      • Article 33 - Prohibition of financial assistance

        (1) An LLC shall not (directly or indirectly) provide financial assistance to a person to acquire its Shares or Shares in its Holding Company unless:
        (A) the giving of the financial assistance does not materially prejudice the LLC's ability to discharge its Liabilities as they fall due;
        (B) the giving of the financial assistance is approved by resolution of the Members holding not less than 90 percent of the nominal value of the Shares giving a right to attend and vote at any meeting of Members; or
        (C) the LLC's ordinary Business includes providing finance and financial assistance is given in the ordinary course of that Business and on ordinary commercial terms.
        (2) In this Article 33, reference to "financial assistance" is a reference to financial assistance of any kind and includes:
        (A) making a loan;
        (B) making a gift;
        (C) issuing a debenture;
        (D) giving security over assets; or
        (E) giving a guarantee or indemnity in respect of another person's liability.
        (3) The prohibition on financial assistance in this Article 33 shall not preclude:
        (A) a distribution of the LLC's assets by way of dividend lawfully made or a distribution made in the course of the LLC's winding up;
        (B) the allotment of bonus Shares;
        (C) a reduction of capital in accordance with these Regulations; or
        (D) a redemption or purchase of Shares in accordance with these Regulations.
        Amended (as from 5th April 2015).

      • Article 34 - Dividends and other distributions

        (1) Subject to any limitations or provisions to the contrary in its articles of association, an LLC may, by a resolution of its directors, declare and pay or make dividends or other distributions in money, Shares or other property.
        (2) An LLC shall not declare, make or pay any dividend or other distribution if there are reasonable grounds for believing that:
        (A) the LLC would after the payment of the dividend or making of the distribution be unable to satisfy its Liabilities as they become due; or
        (B) the realisable value of the LLC's assets would thereafter be less than the aggregate of its Liabilities and its issued share capital and share premium account.

      • Article 35 - Consequences of an unlawful dividend or other distribution

        Where a dividend or other distribution, or part thereof, made by an LLC to any of its Members is made in contravention of Article 34 and, at the time of such dividend or other distribution, the Member knows or has reasonable grounds for believing that it is so made, he is liable to repay it, or that part of it, to the LLC or, in the case of a dividend or other distribution made otherwise than in cash, to pay the LLC a sum equal to the value of the dividend or other distribution or such part thereof, at that time, together with, in either case, interest at a rate prescribed, or calculated in accordance with, rules made by the CRO.

    • Section 4: Section 4: Names and Change of Names

      • Article 36 - Registration of name

        (1) The name of an LLC must:
        (A) be written using letters of the English alphabet or such other characters acceptable to the CRO; and
        (B) end with:
        (i) the expression "Limited Liability Company"; or
        (ii) the abbreviation "llc" or " LLC".
        (2) An LLC shall not be registered by a name:
        (A) which includes, other than at the end of the name, either the expression "Limited Liability Company" or either of the abbreviations "llc" or LLC";
        (B) which is the same as a name appearing on the index of names maintained by the CRO or by the Ministry of Economy and Commerce in the State; or
        (C) which in the opinion of the CRO is offensive or otherwise undesirable.
        (3) Except with the approval of the CRO, an LLC shall not be registered by a name which in the opinion of the CRO would be likely to give the impression that it is connected in any way with the State.
        Amended (as from 5th April 2015).

      • Article 37 - Change of name

        (1) An LLC may, by Special Resolution, change its name at any time to another name with which an LLC may be registered under Article 36.
        (2) Where an LLC changes its name it shall deliver, within 21 days of the Special Resolution, a notice to the CRO and shall pay to the CRO the Prescribed Fee.
        (3) A notice delivered under Article 37(2):
        (A) shall be in a form prescribed or approved by the CRO; and
        (B) shall be signed by a director or secretary of the LLC or authenticated in a manner approved by the CRO.
        (4) Where the CRO receives a notice under Article 37(2) it shall (unless the new name is one by which an LLC may not be registered):
        (A) enter the new name on the register in place of the former name; and
        (B) issue a certificate of the change of name.
        (5) The change of name has effect from the date on which the certificate referred to in Article 37(4)(B) is issued.

      • Article 38 - Effect of change of name

        A change of name by an LLC does not:

        (1) affect any of its rights or duties; or
        (2) render defective any legal proceedings by or against it
        and any legal proceedings that might have been commenced or continued against it in its former name may be commenced or continued against it in its new name.

      • Article 39 - Power to require change of name

        (1) Where an LLC has been registered by a name which:
        (A) is the same or, in the opinion of the CRO, too like a name appearing at the time of registration in the index maintained by the CRO; or
        (B) is the same as or, in the opinion of the CRO, too like a name which should have appeared in the index at that time
        the CRO may within 12 months of that time in writing direct the LLC to change its name within such period as it may specify.
        (2) If it appears to the CRO:
        (A) that misleading information has been given for the purpose of the registration of an LLC by a particular name; or
        (B) that undertakings or assurances have been given for that purpose and have not been fulfilled
        it may, within 5 years of the date of its registration by that name, in writing direct the LLC to change its name within such period as the CRO may specify.
        (3) If in the CRO's opinion the name by which an LLC is registered gives so misleading an indication of the nature of its activities as to be likely to cause harm to the public, it may in writing direct the LLC to change its name within such period (being not less than 1 month) as the CRO may specify.
        (4) The LLC may, within 3 weeks from the date of any direction under Article 39(1), (2) or (3), apply to the Regulatory Tribunal to set it aside and the Regulatory Tribunal may set the direction aside or confirm it and, if it confirms it, shall specify the period within which it must be complied with.
        (5) Where a direction has been given under Article 39(1), (2) or (3) specifying a period within which an LLC is to change its name, the CRO may at any time before that period ends extend it by a further direction in writing.
        Amended (as from 5th April 2015).

      • Article 40 - Improper use of "Limited Liability Company"

        (1) If any person carries on a Business under a name or title which includes in the last words
        (A) the expression "Limited Liability Company"; or
        (B) any contraction or imitation of that expression
        that person, unless an LLC or a Branch of a Non-QFC Company whose corporate name includes the words "limited liability company" or an abbreviation thereof, contravenes these Regulations.

      • Article 41 - Similarity of names

        In determining for the purpose of this Section 4 whether one name is the same as another there are to be disregarded:

        (1) the definite article as the first word of either name;
        (2) any of the following at the end of the names:
        (A) "limited liability company";
        (B) "company";
        (C) "limited";
        (D) "unlimited";
        (E) "limited partnership";
        (F) "limited liability partnership";
        (G) "partnership"; and,
        (H) and any abbreviation thereof;
        (3) type and case of letters, accents, spaces between letters and punctuation marks; and
        (4) "and" and "&" are to be taken as the same.

    • Section 5: Section 5: Registered Office

      • Article 42 - Situation of registered office

        (1) An LLC shall:
        (A) at all times have a registered office situated in the QFC; and
        (B) carry on its principal Business activity at or from the registered office unless the QFC Authority permits such Business activity to be carried on at or from another place within the QFC.
        (2) On the incorporation of an LLC the situation of its registered office shall be that stated in the incorporation document.
        (3) A Document may be served on an LLC by leaving it at, or sending it by hand or by fax or by courier to, the registered office of the LLC.

      • Article 43 - Change of registered office

        (1) An LLC may change its registered office by delivering notice of the change within 21 days to the CRO together with payment of the Prescribed Fee.
        (2) A notice delivered under Article 43(1):
        (A) shall be in the Prescribed Form; and
        (B) shall be signed by a director or secretary of the LLC or authenticated in a manner approved by the CRO.
        (3) Where the CRO receives a notice under Article 43(1) it shall enter the new registered office on the register in place of the former registered office.
        (4) The change of registered office shall take effect upon the notice of change of registered office delivered to the CRO in accordance with Article 43(2) being registered by the CRO, but until the end of the period of 21 days beginning with the date on which it is registered a person may validly serve any Document on the LLC at its previous registered office.
        (5) Where an LLC unavoidably ceases to perform at its registered office any duty to keep at its registered office any register, index or other Document or to mention the address of its registered office in any Document in circumstances in which it was not practicable to give prior notice to the CRO of a change in the situation of the registered office, but:
        (A) resumes performance of that duty at other premises as soon as practicable; and
        (B) gives notice accordingly to the CRO of a change in the situation of its registered office within 21 days of doing so
        it shall not be treated as having failed to comply with that duty.
        Amended by QFCA RM2012-1 (as from 11th April 2012)

    • Section 6: Section 6: Formalities of Carrying on Business

      • Article 44 - Requirement to keep internal Company registers

        (1) Every LLC shall keep the following internal registers at its registered office address:
        (A) Register of Members as provided for in Article 19(6);
        (B) Register of directors and secretary, including Name, Address, nationality, date of birth and business occupation;
        (C) Register of transfers of Shares, including Name and Address of transferor and transferee, date of transfer and number and class of Shares transferred; and
        (D) Register of allotments of Shares, including Name of applicant, date of application and allotment and number and class of Shares.
        For an LLC (Public), a record of transfer or title to any shares in the LLC (Public) held in the QSE or the relevant exchange's registry or system will be the definitive register of transfers and register of Members..
        (2) Any Member may without charge, and any other person may upon payment of any reasonable fee required by the LLC, visit the registered office during the office hours of the LLC in order to inspect the registers referred to in Article 44(1).
        (3) For an LLC (Public), on such notice as is reasonably required for the LLC (Public) to obtain the registers from the QSE or other exchange, any Member may without charge, and any person may upon payment of any reasonable fee required by the LLC (Public), visit the registered office during the office hours of the LLC (Public) in order to inspect the registers referred to in Article 44(1)(A) and Article 44(1)(C).
        Amended (as from 5th April 2015).

      • Article 45 - Name to appear outside place of Business

        (1) Every LLC shall paint or affix, and keep painted or affixed, its name on the outside of every office or place in which its Business is carried on, in a conspicuous position and in letters easily legible.
        (2) If an LLC does not paint or affix, and keep painted or affixed, its name as required above, the LLC and every Officer of it who is in default is in contravention of these Regulations.

      • Article 46 - Disclosures required of an LLC in the use of its name

        (1) The name of an LLC, its registered number, and the address of its registered office shall appear in legible characters in all its Business letters, written orders for goods or services, invoices and receipts, written demands for payment and other such similar Documentation.
        (2) If an Officer of an LLC or a person on its behalf:
        (A) issues or authorises the issue of any Business letter of the LLC, or any Document mentioned in Article 46(1), in which the LLC's name is not so mentioned as required by Article 46(1); or
        (B) signs or authorises to be signed on behalf of the LLC any bill of exchange, promissory note, endorsement, cheque or order for money or goods in which the LLC's name is not mentioned as required by Article 46(1)
        he is in contravention of these Regulations and he is further personally liable to the holder of any such bill of exchange, promissory note, cheque or order for money or goods for the amount of it (unless it is duly paid by the LLC).

    • Section 7: Section 7: Annual Return

      • Article 47 - Duty to deliver annual returns

        (1) Every LLC shall deliver to the CRO successive annual returns each of which is made up to a date not later than the date which is from time to time the "return date" of the LLC, that is:
        (A) the anniversary of the incorporation of the LLC; or
        (B) if the last return delivered by the LLC in accordance with this Article 47 was made up to a different date, the anniversary of that date.
        (2) Each annual return shall:
        (A) be in the Prescribed Form;
        (B) contain the information required by Article 48;
        (C) be signed by a director or secretary of the LLC; and
        (D) be delivered to the CRO together with payment of the Prescribed Fee.
        (3) If an LLC fails to deliver an annual return in accordance with this Article 47 before the end of the period of 28 days after the return date, the LLC shall be in contravention of these Regulations. The contravention continues until such time as an annual return made up to that return date and complying with the requirements of Article 47(2) (except as to date of delivery) is delivered by the LLC to the CRO.
        (4) Where an LLC is in contravention of these Regulations under Article 47(3) every director of the LLC is similarly liable unless he shows that he took all reasonable steps to avoid the commission of or the continuance of the contravention of these Regulations.
        (5) This Article does not apply to an LLC that is a Collective Investment Fund.
        Amended (as from 5th April 2015).

      • Article 48 - Contents of annual return

        Every annual return shall state the date to which it is made up and shall contain the following information:

        (1) In respect of each class of Members, the Name and Address of each Member of the LLC holding more than 1% in nominal value of all the issued shares of that class;
        (2) the Name, Address, nationality, date of birth and Business occupation of each of the directors and the secretary of the LLC;
        (3) the registered office of the LLC;
        (4) the authorised and issued share capital of the LLC;
        (5) the principal Business activities of the LLC in the year in question;
        (6) the Name and Address of the auditor of the LLC; and
        (7) any other information as may be prescribed by the CRO.
        Amended (as from 5th April 2015).

    • Section 8: Section 8: Articles of Association

      • Article 49 - Standard articles of association

        (1) The CRO may from time to time prescribe a set of model articles of association (which shall be in the English language) to be known as the standard LLC articles of association.
        (2) If the CRO prescribes standard articles of association, an LLC may, by reference, adopt for its articles of association the whole of the standard articles of association or may, by reference, adopt for its articles of association the standard articles of association subject to 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 model articles of association as it shall deem fit.
        (3) If the standard articles of association are altered by the CRO, the alteration will not affect the articles of association of an LLC registered before the alteration takes effect.

      • Article 50 - Alteration of articles of association

        (1) An LLC may by Special Resolution alter the provisions of its articles of association.
        (2) Alterations so made to the articles of association shall have effect from the time of the passing of the Special Resolution or such later time as shall be specified in it.
        (3) Any alteration to the articles of association must be registered on the Prescribed Form, accompanied by the payment of the Prescribed Fee, with the CRO within 21 days of the Special Resolution to alter it being passed by the Members.
        Amended by QFCA RM2012-1 (as from 11th April 2012)

      • Article 51 - Articles binding on LLC and Members

        (1) Subject to the provisions of these Regulations, the articles of association when registered with the CRO bind an LLC and its Members to the same extent as if they had been executed by the LLC and by each Member, and contained covenants on the part of the LLC and each Member to observe all the provisions of the articles of association.
        (2) A Member of an LLC is not bound by an alteration made in the articles of association after the date on which he became a Member, if and so far as the alteration:
        (A) requires him to take or subscribe for more Shares than the number held by him at the date on which the alteration is made; or
        (B) in any way increases his liability as at that date to contribute to the LLC's share capital or otherwise pay money to the LLC.
        (3) An LLC shall, upon request by a Member, send such Member a copy of its articles of association including all alterations thereto, subject to the Member paying the reasonable cost thereof.

    • Section 9: Section 9: Directors and Secretary

      • Article 52 - Appointment of directors

        (1) An LLC shall have at least one director.
        (2) No person shall be a director who:
        (A) if an individual, is under the age of 18 years;
        (B) is disqualified from being a director in the QFC or in any other place;
        (C) is an undischarged bankrupt in any country; or
        (D) is a Body Corporate, unless—
        (i) the Body Corporate is an Authorised Firm; and
        (ii) the LLC is a Collective Investment Fund.
        (3) The first directors of an LLC shall be those named in the incorporation document and thereafter the directors, subject to the provisions of these Regulations and any other Regulations, shall be appointed and removed and shall hold and vacate office as provided in the articles of association of the LLC.
        (4) The particulars of each director appointed, removed or who resigns and any change in the particulars of the directors of an LLC from time to time, shall be registered with the CRO in the Prescribed Form and no later than 21 days after such change, together with payment of any Prescribed Fee. For each director appointed these particulars shall include his Name, date of birth, Address, nationality, business occupation, any directorships held by him or which have been held by him within the last 5 years and shall be accompanied by or include a written declaration signed by the director that he is qualified to act as a director pursuant to these Regulations.
        (5) The articles of association of an LLC may provide for a director to appoint an alternate to attend meetings in the absence of the director who appointed him and to vote in his place.
        Amended (as from 5th April 2015).

      • Article 53 - Removal of directors

        (1) Notwithstanding anything in its articles of association or in any agreement between the LLC and the director and without prejudice to any other power to remove a director which may exist apart from this Article 53, an LLC may by Ordinary Resolution at a general meeting remove a director before the expiration of his period of office, provided that notice of any such meeting shall be served on the director concerned not less than 21 days before the meeting and such director shall be entitled to be heard at such meeting.
        (2) The removal of a director from office by resolution of the Members of the LLC under Article 53(1) shall be without prejudice to any rights of that director to compensation or damages in respect of the termination of his appointment as director.

      • Article 54 - Powers of directors

        The directors of an LLC may collectively exercise all powers of the LLC in accordance with its articles of association, save to the extent that these Regulations or any other Regulations or any rules made by the QFC Authority or the LLC's articles of association require any such powers to be exercised by the Members of the LLC.

      • Article 55 - Duties of directors

        (1) A director of an LLC owes a duty to the LLC to comply with the following provisions of this Article and shall, unless his failure to comply with any such duty shall be approved or ratified by an Ordinary Resolution of the LLC, be liable to compensate the LLC for any loss suffered by the LLC and to account to the LLC for any profit, gain or benefit obtained by the director in consequence of any such failure.
        (2) A director shall:
        (A) act honestly and in good faith with a view to the best interests of the LLC;
        (B) act in accordance with the articles of association of the LLC and decisions of the LLC taken in accordance with these Regulations and the articles of association and not delegate any of his powers or fail to exercise his independent judgement in relation to any exercise of his powers, except where authorised by these Regulations or the articles of association or any such decisions;
        (C) exercise the care, diligence and skill that a reasonably prudent person with the knowledge, skill and experience which may reasonably be expected of a director in his position and any additional knowledge, skill and experience which he has would exercise in comparable circumstances;
        (D) not use for his own or anyone else's benefit any property or information of the LLC or any opportunity of the LLC of which he become aware in the performance of his functions as a director; and
        (E) not accept any benefit from a third party which is conferred because of his position as a director or by reason of his doing or not doing anything as a director, unless the benefit is incidental to the proper performance of his functions as a director or there is no real possibility of the benefit resulting in a conflict of interest on the part of the director.

      • Article 56 - Directors' interests

        (1) A director of an LLC who has a direct or indirect interest of which he is aware in a transaction entered into or proposed to be entered into by an LLC or by a Subsidiary of the LLC, shall disclose to the directors of the LLC the nature and extent of his interest.
        (2) The disclosure required under Article 56(1) shall be made as soon as practicable but no later than 10 days after the director becomes aware of the circumstances from which his duty to make the disclosure arises.
        (3) An interest solely through a holding of less than 10 percent of the shares in a Body Corporate listed on any stock exchange shall not constitute an interest requiring disclosure under this Article 56.
        (4) A notice in writing given to the LLC by a director (including a sole director) that he is to be regarded as interested in any transaction with a specified person and specifying the reason why he is to be regarded as so interested is sufficient disclosure of his interest in any such transaction entered into after the notice is given.
        (5) Where a director fails to disclose an interest of his under this Article 56 the director shall, unless the transaction is confirmed by an Ordinary Resolution at a general meeting of the LLC at which the nature of the director's interest in the transaction was properly disclosed, be liable to account to the LLC for any profit, gain or benefit obtained by the director in connection with the transaction.
        (6) A sole director of an LLC who is required by this Article 56 to disclose any interest shall record the nature and extent of his interest in writing in a register which shall be kept at the LLC's registered office and shall be made available there for inspection by any Member and the LLC's auditor without charge during the office hours of the LLC.
        Amended (as from 5th April 2015).

      • Article 57 - Prohibition of financial assistance to directors

        (1) Without the consent of any Member or Members holding in the aggregate not less than 90 percent of the total voting rights of all the Members having the right to vote at any meeting of the Members it shall not be lawful for an LLC to make a loan or similar form of financial assistance to any person who is its director or a director of its Holding Company, or to enter into any guarantee or provide security in connection with any financial assistance made to such person as aforesaid by any other person provided that nothing in this Article 57 shall apply to either:
        (A) subject to Article 57(2) to anything done to provide any such person as aforesaid with funds to meet expenditure incurred or to be incurred by him for the purposes of the LLC or for the purpose of enabling him properly to perform his duties as an Officer of the LLC;
        (B) in the case of an LLC whose ordinary Business includes the lending of money or the giving of guarantees in connection with financial assistances made by other persons, to anything done by the LLC in the ordinary course of that Business; or
        (C) any financial assistance prescribed in rules made by the QFC Authority.
        (2) The proviso stated at Article 57(1)(A) shall not authorise the making of any financial assistance, or the entering into of any guarantee, or the provision of any security, except either:
        (A) with the prior agreement of the LLC given at a general meeting at which the purposes of the expenditure and the amount of the financial assistance or the extent of the guarantee or security, as the case may be, are disclosed; or
        (B) on condition that, if the approval of the LLC is not given as aforesaid at or before the next following annual general meeting, the financial assistance shall be repaid or the liability under the guarantee or security shall be discharged, as the case may be, within 6 months from the conclusion of that meeting.
        (3) Where the approval of the LLC is not given as required by any such condition, the directors authorising the making of the financial assistance, or entering into the guarantee, or the provision of security, shall be jointly and severally liable to indemnify the LLC against any loss arising therefrom.
        (4) For the purposes of this Article 57 a financial assistance shall not be deemed to have been made in the ordinary course of Business of an LLC if it has not been made on normal commercial terms including in respect of interest rates, repayment terms and security.
        (5) Financial assistance shall be deemed to be financial assistance to a director if it is made to or in favour of:
        (A) a spouse or child of a director; or
        (B) a Body Corporate of which a director or his spouse or child (or any of them together) owns or controls directly or indirectly more than 20 percent of the share capital.
        Amended (as from 5th April 2015).

      • Article 58 - Payment to directors for loss of office

        (1) It is not lawful for an LLC to make to a director of the LLC any payment by way of compensation for loss of office, or as consideration for or in connection with his retirement from office, without particulars of the proposed payment (including its amount) being disclosed to Members of the LLC and the proposal being approved by Ordinary Resolution. This Article 58 does not affect the ability of an LLC to pay compensation to a director in connection with the termination of his employment by the LLC.
        (2) Where a payment which is unlawful under this Article 58 is made to a director, he shall be liable to repay it to the LLC, unless and until the provisions of this Article are subsequently complied with.

      • Article 59 - Validity of acts of director

        The acts of a director are valid notwithstanding any defect that may afterwards be found in his appointment or qualification.

      • Article 60 - Appointment of secretary

        (1) Every LLC shall have at all times an appropriately qualified secretary.
        (2) The first secretary of an LLC shall be the person named in the incorporation document, and after that shall be any person appointed by the directors, including one of their number (except that a sole director cannot also be a secretary). A secretary may be removed by the directors of an LLC or may resign by the submission of a letter of resignation.
        (3) The particulars of each secretary appointed, removed or who resigns and any change in the particulars of the secretary of an LLC from time to time, shall be registered with the CRO in the Prescribed Form, together with payment of the Prescribed Fee, and within 21 days of such change. For each secretary appointed these particulars shall include his Name, date of birth, Address and nationality and in the case of a Body Corporate its name, registered number and registered office address.
        Amended (as from 5th April 2015).

      • Article 61 - Exemption, indemnification and liability of Officers

        (1) Subject to Article 61(2), an LLC may in its articles of association or in any contract or arrangement between the LLC and any Officer, or any person employed by the LLC as auditor, exempt such Officer or person from, or indemnify him in respect of any negligence, default, breach of duty or breach of trust of which the Officer or person may be guilty in relation to the LLC or any Subsidiary thereof.
        (2) Any provision whether contained in the articles of association of the LLC or in any contract or arrangement between the LLC and any Officer, or any person employed by the LLC as auditor, exempting such Officer or person from, or indemnifying him against any liability which by virtue of any rule of law would otherwise attach to him in respect of any fraud or dishonesty of which he may be guilty in relation to the LLC shall be void provided that, notwithstanding anything in this Article 61 an LLC may, in pursuance of any such provision as aforesaid, indemnify any such Officer or auditor against any liability incurred by him in defending any proceedings, whether civil or criminal in which judgement is given in his favour or in which he is acquitted.

      • Article 62 - Insurance of Officers

        An LLC may purchase and maintain insurance for the benefit of any Officer of the LLC against any liability incurred by him in his capacity as an Officer of the LLC or indemnifying such an Officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the Officer may be guilty in relation to the LLC or any Subsidiary thereof and nothing in these Regulations shall make any such policy void or voidable.

    • Section 10: Section 10: Meetings and Resolutions

      • Article 63 - General meetings

        (1) A meeting of the Members of an LLC shall be convened at least once in every calendar year (save that provided an LLC shall hold its first annual general meeting within 18 months of its incorporation, it need not hold it in the calendar year of its incorporation or the following calendar year); this meeting shall be referred to as the annual general meeting.
        (2) The directors may, whenever they think fit, convene a general meeting of the Members of an LLC or the holders of any class of Shares thereof; all meetings other than annual general meetings shall be called special general meetings.

      • Article 64 - CRO's power to call meeting in default

        (1) If a default is made in the holding of a general meeting in accordance with Article 63(1), the CRO may, on the application of any Officer or Member of the LLC, call or direct the calling of, a general meeting of the LLC.
        (2) The LLC shall comply with any direction of the CRO made under Article 64(1).

      • Article 65 - Requisition of general meetings

        (1) Notwithstanding anything in its articles of association, the directors of an LLC shall, on requisition by Members holding the requisite Shares, proceed to call a special general meeting or as the case may be a meeting of any class of Members of the LLC to be held as soon as practicable, but in any case not later than 3 months after the date of requisition.
        (2) For the purposes of Article 65(1) the "requisite Shares" means not less than 10 percent in nominal value of the Shares which at the date of the requisition carry the right to vote at the meeting requisitioned.
        (3) The requisition shall state the objects of the meeting and must be signed by the requisitionists and be deposited at the registered office of the LLC marked for the attention of the directors. The requisition may consist of several Documents in like form signed by one or more requisitionists.
        (4) If the directors do not, within 21 days from the date of the deposit of the requisition proceed duly to convene a meeting, the requisitionists, or any of them representing more than 50 percent. of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of 3 months from the said date.
        (5) A meeting convened under this Article 65 shall be convened in the same manner, as nearly possible, as that in which meetings are to be convened by directors.
        (6) Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors to convene a meeting shall be repaid to the requisitionists by the LLC, and any sum so repaid shall be retained by the LLC out of any sums due or to become due from the LLC by way of fees or other remuneration in respect of their services to such directors as were in default.
        Amended (as from 5th April 2015).

      • Article 66 - Notice of meetings

        (1) Any general meeting of an LLC or a meeting of any class of Members of an LLC may, subject to any longer period of notice as may be required by its articles of association, be called by not less than 21 days notice in writing, inclusive of the day on which the notice is given.
        (2) If a meeting is called by shorter notice than that specified in Article 66(1), it shall be deemed to be duly called if it is so agreed by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than 95 percent of the nominal value of the Shares of the LLC giving a right to attend and vote at that meeting.
        (3) A notice of a general meeting of the LLC shall:
        (A) set out a time and place for the meeting;
        (B) set out in an agenda the nature of the business of the meeting;
        (C) if a Special Resolution is to be proposed at the meeting set out the intention to propose a Special Resolution and attach a copy of the proposed Special Resolution to the agenda; and
        (D) include a copy of any accounts or auditors report if the same is to be laid before the meeting.
        (4) The accidental omission to give notice of a meeting to, or the non-receipt of a notice of a meeting by, any persons entitled to receive notice shall not invalidate the proceedings of the meeting.
        Amended (as from 5th April 2015).

      • Article 67 - General provisions as to meetings and votes

        (1) The following provisions apply to any meeting of the LLC or of the holders of any class of Shares in the LLC insofar as the articles of association of the LLC do not make other provision in that behalf:
        (A) notice of every meeting shall be given to every Member entitled to receive it by delivering it to his registered address, being his address recorded in the register of Members or such other address as the Member shall notify to the LLC for delivery of notices from time to time;
        (B) (save in the case of an LLC having a single Member) two Members personally present shall be a quorum;
        (C) any Member elected by the Members present at a meeting may be chairman of it; and
        (D) every Member has one vote for every Share held by him.
        (2) Notwithstanding any provision to the contrary in the articles of association of an LLC which has a single Member, at any meeting thereof one Member present in person or by proxy shall be a quorum.
        Amended (as from 5th April 2015).

      • Article 68 - Proxies

        (1) A Member of an LLC entitled to attend and vote at a meeting of it (including a meeting of holders of any class of Shares in it) is entitled to appoint another person (whether a Member or not) as his proxy to attend and vote instead of him and a proxy appointed to attend and vote instead of a Member has the same right as the Member to speak at the meeting.
        (2) In every notice calling a meeting of an LLC there shall appear with reasonable prominence a statement that a Member entitled to attend and vote is entitled to appoint a proxy or, where that is allowed, one or more proxies to attend and vote instead of him, and that a proxy need not also be a Member.
        (3) A provision contained in an LLC's articles of association is void insofar as it would have the effect of requiring the appointment of a proxy or any Document necessary to show the validity of, or otherwise relating to, the appointment of a proxy, to be received by the LLC or any other person more than 48 hours before a meeting or an adjourned meeting in order that the appointment may be effective.

      • Article 69 - Right to demand a poll

        (1) A provision contained in an LLC's articles of association is void insofar as it would have the effect either:
        (A) of excluding the right to demand a poll at a general meeting, or at a meeting of any class of Members, on a question other than the election of the chairman of the meeting or the adjournment of the meeting; or
        (B) of making ineffective a demand for a poll on any such question which is made either:
        (i) by not less than five Members having the right to vote on the question;
        (ii) by a Member or Members representing not less than 10 percent of the total voting rights of all the Members having the right to vote on the question; or
        (iii) by a Member or Members holding not less than 10 percent in nominal value of the Shares in the LLC conferring a right to vote at the meeting.
        (2) The instrument appointing a proxy to vote at such a meeting is deemed also to confer authority to demand or join in demanding a poll; and for the purposes of Article 69(1) a demand by a person as proxy for a Member is the same as a demand by the Member.
        (3) On a poll taken at such a meeting, a Member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.
        Amended (as from 5th April 2015).

      • Article 70 - Representation of Entity at meetings

        (1) An Entity may:
        (A) if it is a Member of an LLC authorise such person as it thinks fit to act as its representative at any meeting of the LLC or at any meeting of any class of Members of the LLC; and
        (B) if it is a creditor (including a holder of debentures), of an LLC, authorise such person as it thinks fit to act as its representative in any meeting of any creditors of the LLC held in pursuance of these Regulations or any other Regulations, or in pursuance of the provisions contained in any debenture or trust deed, as the case may be.
        (2) A person authorised as aforesaid shall be entitled to exercise the same powers on behalf of the Entity which it represents as that Entity could exercise as if it were an individual Member, creditor or holder of debentures in the LLC.

      • Article 71 - Circulation of Members' resolution

        (1) Subject as provided in this Article, it shall be the duty of an LLC, on the requisition in writing of such number of Members as is herein after specified, at the expense of the requisitionists unless the LLC resolves otherwise:
        (A) to give the Members of the LLC entitled to receive notice of the next annual general meeting notice of any resolution which may properly be moved and is intended to be moved at that meeting; and
        (B) to circulate to Members entitled to have notice of any general meeting sent to them any statement of not more than one thousand words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting.
        (2) The number of Members necessary for requisition under Article 71(1) shall be:
        (A) either any number of Members representing not less than 5 percent. of the total voting rights of all the Members having at the date of the requisition a right to vote at the meeting to which the requisition relates; or
        (B) not less than ten Members.
        (3) Notice of any such intended resolution shall be given, and any such statement shall be circulated, to the Members of the LLC entitled to have notice of the meeting sent to them by serving a copy of the resolution on each such Member in any manner permitted for the service of notice of the meeting, and any notice of such resolution shall be given to any other Member of the LLC by giving notice of the general effect of the resolution in any manner permitted for giving him notice of meetings of the LLC, provided that the copy shall be served, or notice to the effect of the resolution shall be given, as the case may be, in the same manner, and so far as practicable, at the same time as notice of the meeting and, where it is not practicable for it to be served or given at that time, it shall be served or given as soon as practicable thereafter.
        Amended (as from 5th April 2015).

      • Article 72 - Conditions to be met before LLC bound to give notice of resolution

        (1) An LLC shall not be bound under Article 71 to give notice of any resolution or circulate any statement unless a copy of the requisition signed by the requisitionists, or two or more copies which between them containing the signatures of all the requisitionists, is deposited at the registered office of the LLC:
        (A) requiring notice of a resolution, not less than 21 days before the meeting; or
        (B) in the case of any other requisition, not less than one week before the meeting; and
        there is deposited or tendered with the requisition a sum reasonably sufficient to meet the LLC's expenses in giving effect thereto.
        (2) Provided that if, after a copy of the requisition requiring notice of a resolution has been deposited at the registered office of the LLC, an annual general meeting is called for a date 21 days or less after the copy has been deposited, the copy though not deposited within the time required by this Article 72 shall be deemed to have been properly deposited for the purposes thereof.

      • Article 73 - Resolutions in writing of Members

        (1) Anything which may be done by any kind of resolution of a meeting of the Members of an LLC, or any class thereof, may be effected, without a meeting and without any previous notice being required, by resolution in writing signed by all the Members entitled at the date of the resolution to attend and vote at such a meeting.
        (2) Each of the signatures of such written resolution need not be on a single Document provided each is on a Document which accurately states the terms of the resolution.
        (3) The date of the resolution means the date on which the resolution is signed by or on behalf of the last Member to sign.
        (4) A written resolution signed in accordance with this Article is valid and effective as if it was passed at a general meeting of the Members or at a meeting of the relevant class of Members of the LLC.

      • Article 74 - Directors meetings and written resolutions

        (1) Save in the case of an LLC with a sole director, meetings of the directors shall be held as often as is necessary for the conduct of the affairs of the LLC.
        (2) Subject as provided in the articles of association of the LLC, each director shall be entitled to one vote and decisions shall be made by majority vote.
        (3) A meeting of the directors of an LLC, or any committee thereof, may be effected by a resolution in writing signed by all the directors or all the members of the committee.

      • Article 75 - Participation in meetings

        Unless the articles of association of the LLC provide otherwise, a meeting of directors or a committee of directors or of the Members or any class thereof may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously, and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

      • Article 76 - Minutes

        (1) Every LLC shall cause minutes of all proceedings at general meetings, meetings of the holders of a class of Shares, meetings of its directors and committees of directors to be entered in books kept for that purpose.
        (2) Any such minute, if purporting to be signed by the chairman of the meeting at which the proceedings took place, or by the chairman of the next succeeding meeting, is evidence of the proceedings.
        (3) Where minutes have been made in accordance with this Article 76 then, until the contrary is proved, the meeting is deemed duly held and convened, and all proceedings which took place at the meeting to have duly taken place.
        (4) Where a decision of the Members, or any class thereof, or of the directors, is effected by a resolution in writing or decision of a sole Member or director in accordance with these Regulations, the LLC shall cause a record of the resolution or decision and of the signatures thereon to be entered in the relevant minute book in the same way as minutes of the proceedings at the relevant type of meeting.
        (5) The books containing the minutes of a general meeting or of a meeting of the holders of a class of Shares or a meeting of the directors shall be kept at the LLC's registered office, and shall during business hours be open to examination by a Member without charge.

      • Article 77 - Filing of resolutions

        (1) A copy of every resolution or agreement to which this Article 77 applies shall within 21 days after it is passed or made, be registered with the CRO on the Prescribed Form.
        (2) This Article applies to:
        (A) Special Resolutions of an LLC;
        (B) a resolution of an LLC removing a director from office;
        (C) resolutions of the Members of an LLC or resolutions of a sole Member to the extent that these would have been Special Resolutions if passed at a general meeting;
        (D) a resolution approving the purchase of an LLC's own Shares;
        (E) a Special Resolution approving a reduction of share capital of an LLC; and
        (F) a resolution removing an auditor of an LLC from office.
        Amended (as from 5th April 2015).

      • Article 78 - Recording of decisions by sole Member

        (1) If:
        (A) an LLC has only one Member;
        (B) the Member takes a decision which may be taken by the LLC in general meeting and has effect as if agreed by the LLC in general meeting; and
        (C) the decision is not taken by way of resolution in writing
        the Member shall provide the LLC with a record in writing of the decision.
        (2) Failure to comply with Article 78(1) shall not affect the validity of the decision.

    • Section 11: Section 11: Accounting and Audit Requirements

      • Article 79 - Maintenance of Accounting Records

        Every LLC shall keep proper accounting Records with respect to all sums of money received and expended by the LLC and all sales and purchases of goods and services and other transactions by the LLC and the assets and Liabilities of the LLC. Such accounting Records, shall be sufficient to show and explain all transactions by the LLC and must be such as to:

        (1) disclose with reasonable accuracy the financial position of the LLC at any time; and
        (2) enable the directors to ensure that any accounts prepared by the LLC comply with the requirements of these Regulations.

      • Article 80 - Location of Accounting Records

        (1) The LLC's accounting Records shall be:
        (A) kept at the LLC's registered office;
        (B) preserved by the LLC for at least 6 years from the date to which they relate; and
        (C) at all reasonable times be open to inspection by the directors and auditor of the LLC.
        (2) If an LLC fails to comply with Article 79 and Article 80(1), the LLC and every Officer is in contravention of these Regulations.
        Amended (as from 5th April 2015).

      • Article 81 - Financial year of an LLC

        (1) The first financial year of an LLC starts from the day on which it is incorporated and lasts for the period ending on the financial year end date specified in the incorporation document falling not less than 6 months and not more than 18 months after incorporation of the LLC.
        (2) The second and any subsequent financial year shall start with the day immediately following the end of the LLC's previous financial year and end on the financial year end date in the next calendar year.
        (3) An LLC may by notice in the Prescribed Form given to the CRO specify a new financial year end date having effect in relation to:
        (A) the LLC's current financial year and subsequent financial years; or
        (B) the LLC's previous financial year and all financial years subsequent to that previous financial year
        where, an LLC's "previous financial year" means that year immediately preceding its current financial year.
        (4) The notice shall state whether the current or previous financial year:
        (A) is to be shortened, so as to come to an end on the first occasion on which the new financial year end date falls or fell after the beginning of the financial year; or
        (B) is to be extended, so as to come to an end on the second occasion on which that date falls or fell after the beginning of the year.
        (5) A notice under Article 81(3), stating that the current or previous financial year is to be extended is ineffective, if given less than 5 years after the end of an earlier financial year of the LLC which was extended by virtue of this Article.
        (6) A notice under Article 81(3) may not be given in respect of a previous financial year if the period allowed for laying and delivering accounts in relation to that year has already expired.
        (7) An LLC's financial year shall not, in any case, be extended so as to exceed 18 months and a notice under Article 81(3) is ineffective if the current or previous financial year as extended in accordance with the notice would exceed that limit.
        Amended (as from 5th April 2015).

      • Article 82 - LLC accounts

        (1) The directors of every LLC shall cause accounts to be prepared in relation to each financial year of the LLC which shall be in the English language and shall comprise or include:
        (A) financial statements set out in accordance with IFRS, UK GAAP, US GAAP or such other accounting principles and standards as may be prescribed in rules made by the QFC Authority; and
        (B) such further information as may be required by these Regulations, any rules made by the QFC Authority and the LLC's articles of association.
        (2) The accounts shall be prepared in accordance with accounting principles and standards prescribed in rules made by the QFC Authority and comply with any other requirements of these Regulations or any rules made by the QFC Authority. The accounts shall show a true and fair view of the profit or loss of the LLC for the financial year in question and of the state of the LLC's affairs at the end of such financial year.
        (3) The LLC's accounts shall be approved by the directors and signed on their behalf by at least one of their number.
        (4) Within 4 months of the end of the financial year the accounts for that year shall be:
        (A) prepared and approved by the directors;
        (B) examined and reported on by the LLC's auditors in accordance with these Regulations and any rules made by the QFC Authority, such auditors' report to be written in the English language; and
        (C) laid before a meeting of the Members together with a copy of the auditors' report.
        (5) The LLC shall file with the CRO within 21 days after the meeting of the Members before which the accounts and auditor's report were laid, a copy of the accounts and auditor's report.
        (6) In this Section 11, reference to "accounts" are to those accounts prepared in accordance with this Article.
        (7) This Article does not apply to an LLC that is a Collective Investment Fund.
        Amended (as from 5th April 2015).

      • Article 83 - Provision of copy of accounts to Members

        (1) Any Member of an LLC is entitled, on demand and without charge, to be furnished with a copy of the LLC's latest audited accounts and auditor's report.
        (2) An LLC shall comply with such a request within 7 days.
        (3) If an LLC fails to comply with Article 83(2), the LLC and every Officer is in contravention of these Regulations.
        Amended (as from 5th April 2015).

      • Article 84 - Publication of accounts

        Any accounts published by an LLC must be audited and a copy of the auditors' report must accompany the published accounts.

      • Article 85 - Qualification of auditor

        (1) An LLC's auditor shall be an individual auditor or firm of auditors qualified to act as auditors in the QFC and approved by the QFC Authority to act as auditors for LLCs and other Companies and other Entities incorporated or registered in the QFC and entered in a register of approved auditors which shall be maintained by the CRO.
        (2) An auditor shall be regarded as qualified and approved by the QFC Authority to act as an auditor in the QFC and shall be entitled to be entered in the register maintained by the CRO if that auditor meets the criteria for approval set out in rules made by the QFC Authority.
        (3) Entry of an auditor or firm of auditors in the register of auditors shall be without prejudice to any rules concerning auditors made by the Regulatory Authority pursuant to the Financial Services Regulations.

      • Article 86 - Appointment and removal of auditor

        (1) An LLC shall appoint one or more auditors or a firm of auditors who shall examine and report on the LLC's accounts in accordance with these Regulations. Except as provided for in Article 86(6) and Article 88(4) the LLC shall give notice in writing to the CRO within 21 days of the first appointment and any subsequent change in auditor on the Prescribed Form together with the Prescribed Fee.
        (2) No person shall be appointed as auditor of an LLC who is an Officer or employee of that LLC or of an Affiliated Company or who is a partner, employer or employee of any such Officer or employee.
        (3) The directors of an LLC shall appoint the auditor of that LLC for its first financial year. In subsequent financial years, an LLC shall at its annual general meeting appoint an auditor to hold office from the conclusion of that meeting to the conclusion of the next annual general meeting. The directors or the Members of the LLC in general meeting may fill any vacancy in the office of auditor. While such a vacancy continues, any surviving or continuing auditor may continue to act.
        (4) Where for any reason no auditor is appointed, the CRO may, on the application of any Member, appoint one or more auditors to hold office until the close of the next annual general meeting.
        (5) Notwithstanding any agreement but without prejudice to the auditors' rights to compensation or damages, any auditor of an LLC may be removed by an Ordinary Resolution.
        (6) The LLC shall as soon as reasonably practicable and in any event not later than 5 days after the passing of the Ordinary Resolution referred to in Article 86(5) file a copy of the Ordinary Resolution with the CRO in the Prescribed Form together with the Prescribed Fee and if an Authorised Firm with the Regulatory Authority.
        Amended (as from 5th April 2015).

      • Article 87 - Remuneration of auditor

        (1) The remuneration of an auditor of an LLC appointed by the Members shall be fixed by the Members in general meeting or by the directors, if they are authorised to do so by the Members, and the remuneration of the auditor appointed by the directors shall be fixed by the directors.
        (2) Where one or more auditors are appointed by the CRO under Article 86, the CRO shall also fix the remuneration to be paid by the LLC for its or their services.
        (3) There shall be stated in a note to an LLC's audited accounts the amount of the remuneration of the LLC's auditors in their capacity as such.

      • Article 88 - Resignation of an auditor

        (1) An auditor of an LLC may resign from office by depositing a notice in writing to that effect at the LLC's registered office, and any such notice operates to bring his term of office to an end on the date on which the notice is deposited, or on such later date as may be specified in it.
        (2) When an auditor ceases for any reason to hold office the auditor shall deposit at the LLC's registered office:
        (A) a statement of any circumstances connected with his ceasing to hold office which he considers should be brought to the notice of the Members or creditors of the LLC; or
        (B) if he considers that there are no such circumstances a statement that there are none.
        (3) Where a statement under this Article 88 falls within Article 88(2)(A), the LLC shall within 21 days send a copy of the statement to each director and Member of the LLC.
        (4) The LLC shall as soon as reasonably practicable and in any event not later than 5 days after the deposit of notice of resignation at its registered office file a copy of the notice with the CRO in the Prescribed Form together with the Prescribed Fee and if an Authorised Firm with the Regulatory Authority.
        Amended (as from 5th April 2015).

      • Article 89 - Auditor's report to LLC

        (1) An LLC's auditor shall make a report to the LLC's Members on the accounts examined by the auditor.
        (2) The auditor's report shall state:
        (A) whether in the auditor's opinion the accounts have been properly prepared in accordance with these Regulations;
        (B) in particular, whether the accounts have been prepared in accordance with accounting principles and standards referred to in Article 82(2); and
        (C) any other matter or opinion required under these Regulations or rules made by the Regulatory Authority under the Financial Services Regulations.

      • Article 90 - Powers and duties of auditor

        (1) An LLC's auditor shall, in preparing a report in relation to the accounts of the LLC, carry out such investigations as will enable the auditor to form an opinion as to the following matters:
        (A) whether proper accounting Records have been kept by the Company and proper returns adequate for the audit have been received from offices or branches of the LLC not visited by the auditor;
        (B) whether the LLC's accounts are in agreement with such accounting Records and returns; and
        (C) whether the LLC's accounts have been prepared in compliance with applicable accounting principles and standards.
        (2) If the auditor is of the opinion that proper accounting Records have not been kept, or that proper returns adequate for the audit have not been received from offices or branches not visited by the auditor, or if the accounts are not in agreement with the accounting Records and returns, or that the accounts do not comply with accounting principles and standards, the auditor shall state that fact in his report under Article 89.
        (3) The auditor shall have a right of access at all reasonable times to an LLC's accounting and other books and Records and is entitled to require from an LLC's Officers such information or explanation that the auditor considers necessary for the performance of his duties.
        (4) If the auditor fails to obtain all the information and explanations which, to the best of the auditor's knowledge and belief, are necessary for the purposes of the audit, the auditor shall state that fact in his report under Article 89.
        (5) Every auditor is entitled to receive notice of, and attend, any meeting of Members and to be heard on any part of the business of the meeting which concerns the auditor.

      • Article 91 - Auditor's right to information

        An LLC, and any Member, Officer, employee or agent of the LLC, shall not knowingly or recklessly make to the LLC's auditor a statement (whether written or oral) which conveys or purports to convey any information or explanation which the auditor requires, or is entitled to require, as auditor of the LLC and is false, misleading or deceptive in a material particular.

      • Article 92 - Obstruction of auditor

        (1) An LLC, or any Officer of an LLC, or any person acting under the direction or authority of such an LLC or Officer, shall not engage in conduct, including without limitation the:
        (A) destruction or concealment of Documents;
        (B) coercion, manipulation, misleading, or influencing of the auditor;
        (C) failure to provide access to information or Documents specified by the auditor; or
        (D) failure to give any information or explanation which the person is able to give
        where the LLC, Officer or other person knows or ought to have known that such conduct could, if successful, have the effect referred to in Article 92(2).
        (2) For the purposes of Article 92(1), the effect referred to in this paragraph is:
        (A) to obstruct the auditor in the exercise of any powers under this Part 3; or
        (B) to result in the rendering of the accounts of the LLC or the auditor's report materially misleading.