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  • 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.