Article 25 — Articles of Association
25.1 AThe CRO may from time to time prescribe one or more sets of standard articles of association (which shall be in the English language) to be known as the
Standard Articles of Association for Special Companies.
25.2 If the CRO prescribes
Standard Articles of Association for Special Companies, a Special Company may, by reference, adopt for its articles of association the whole of the relevant Standard Articles of Association or may, by reference, adopt for its articles of association the Standard Articles of Association subject to the following: 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 Standard Articles of Associationas it shall deem fit.
25.3 If the
Standard Articles of Association are altered by the CRO, the alteration will not affect the articles of association of a Special Company registered before the alteration takes effect.
25.4 If the
Standard Articles of Association are not adopted, then the articles filed by the Special Company must, at a minimum, provide for all the requirements under Article 2.2.2 (A) to 2.2.2 (P) of the Companies Rules:
(a) for the purposes of Article 17(2)(b) of the
Companies Regulations, the purposes of a Special Company as set out in its Articles of Association must be to act as either a Special Purpose Company or a Holding Company as applicable and the activities that it is permitted to carry on must be limited to Special Purpose Company Activities or Holding Company Activities, as applicable;
articles of association of a Special Company must state the purpose of the Special Company and provide that the Special Company shall not carry on any activities of the type described in Paragraphs 1 to 9, Part 1, Schedule 3 of the QFC Law in or from the QFC by way of business; and
articles of association of a Special Purpose Company must provide that no transfer of shares in the Special Purpose Company shall take effect until the QFC Authority has confirmed in writing that it does not object to such transfer.
25.5 A Special Company must notify the CRO of any proposed amendments to its Articles of Association. A
Special Company must give no less than twenty-one days' prior written notice on a Prescribed Form and for a Prescribed Fee to the CRO of any proposal to amend its Articles of Association. The CRO may consult with the QFC Authority or the Regulatory Authority as appropriate and may object to any proposed amendment if it is not in line with the status of a Special Company. A Special Company must file its amended Articles of Association with the CRO within twenty-one days of the amendment taking effect.
|Amended (as from 19th October 2017).|