• 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).