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
LLCfor the purpose of carrying on a Businessof a kind permitted by the QFC Lawto be conducted in the QFCby signing and filing with the CROan incorporation document together with the Prescribed Feeand otherwise complying with the requirements of these Regulationsin respect of registration.(2) The Prescribed Formand incorporation document filed with the CROshall set out or have attached thereto:(A) the name of the LLCwhich must comply with Article 36 of these Regulations;(B) the nature of the Businessto be conducted by the LLCand it shall be sufficient to state that the purpose of the LLCis to engage in any lawful act or activity for which LLCsmay be incorporated under the QFC Lawand 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 Nameand Addressof each of the incorporators of the LLCand the number of Shareseach 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 LLCtogether with a declaration that each of them is qualified to act as a director or secretary of an LLCpursuant 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 LLCbe registered, and the division thereof into Sharesof fixed amount;(I) the LLC'sarticles of association, signed by the incorporators, setting out the rules for the internal governance of the LLCwhich shall comply with these Regulations; and(J) such other particulars as the CROmay require from time to time.(3) The share capital of an LLCmay be denominated in any currency approved by the CRO.(4) The incorporation document and all other documentation required to be submitted to the CROshall be in English and shall be in such form as the CROmay prescribe or approve from time to time.(5) Article 17(2)(E) does not require the incorporators of an LLCto agree to take any Sharesif, on incorporation, the LLCwill be a Collective Investment Fund.(6) Article 17(2)(H) does not apply if, on incorporation, the LLCwill be a Collective Investment Fund.(7) An LLCthat is a Collective Investment Fundis not required to have an authorised share capital. Amended (as from 5th April 2015).
Article 18 - Registration(1) No
LLCshall be incorporated without the consent of the CRO.(2) On incorporation the CROshall:(A) give a certificate that the LLCis incorporated with the name specified in the certificate and with effect from the date of the certificate;(B) allocate to the LLCa number, which shall be the LLC'sregistered number; and(C) enter the name and registered number of the LLCin the index of names and registered numbers maintained by the CROunder these Regulations.(3) A certificate of incorporation shall be conclusive evidence that the LLCis incorporated with the name specified in it and that the requirements of these Regulationshave been complied with in respect of the incorporation and registration of the LLCand 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 LLCshall be a Body Corporatehaving 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 CROrefusing to issue a certificate of incorporation may be reviewed consistent with any applicable standards and procedures issued by the QFC Authorityfor such purpose. Amended (as from 5th April 2015).