Article 14 — Directors, Secretary and Senior Executive Function
14.1 A Special Purpose Company shall have a minimum of one director which may be a Person that is a natural person or a body corporate. If a director is a body corporate, the Special Purpose Company shall, before incorporation or promptly on appointment of the body corporate, furnish to the CRO copies of its up to date constitutional documents, and full details of its legal owners (including any changes from time to time to such documents or information). The Special Purpose Company must provide such further information as the CRO may require regarding the legal owners of the body corporate.
14.2 The CRO may publish similar information about the body corporate acting as a director of a Special Purpose Company as it would have published had the director been a natural person. The CRO shall not make available on the CRO's public register or to the public, information regarding legal owners of the corporate director supplied in accordance with Article 14.1, except pursuant to either a statutory obligation or an order of the
QFC Court to disclose the information and, in such cases, the CRO may make available such information on terms it considers appropriate.
14.3 A Special Purpose Company shall appoint a secretary which may be a natural person, a body corporate or a Support Services Provider, or a subsidiary of the Support Services Provider.
14.4 In respect of a Special Purpose Company, the director and secretary may be the same body corporate and the director, secretary and
Senior Executive Function may be the same natural person.
14.5 Where relevant holding more than one appointment shall not be in contravention of any requirements or restrictions on a sole director performing the functions of a secretary and a director. For the purposes of the Companies Regulations, any acts validly carried out by the Person performing one or more of these functions for the Special Purpose Company shall be deemed to satisfy any corporate capacity, quorum and procedural requirements of the Companies Regulations.
14.6 Where a Person performs more than one function of the director, secretary and
Senior Executive Function, that Person shall ensure that he avoids or manages any conflicts of interests that arise in the performance of more than one function.
14.7 Unless it has engaged the services of the Support Services Provider to perform the functions of a director or secretary, a Special Purpose Company shall ensure:
(a) in the case of a natural person that performs the functions of a director or secretary, that at least one of its director(s) or secretary is resident in the State; or
(b) in the case of body corporate that performs the functions of a director or secretary, that at least one of its director(s) or secretary which is a body corporate has a registered office in the State.
14.8 A Special Purpose Company may comply with all or any of its obligations regarding appointment of a
Senior Executive Function under Rule 11.3 of the QFCA Rules through the appointment of a natural person from the Support Services Provider.
14.9 A Special Purpose Company shall file a notice with the CRO of any change to its directors or its secretary within twenty-one days of the change of the director or secretary, as the case may be, using the Prescribed Form and paying the Prescribed Fee. In the case of a change in a corporate director, the Special Purpose Company shall, at the time of filing the notice of change, supply to the CRO the information prescribed in Article 14.1 concerning such a director.
|Amended (as from 19th October 2017).
Amended (as from 6th July 2021).