Article 34 — Definitions

The following words and phrases shall, where the context permits, have the meaning shown against each of them:

Defined Term Definition
AML/CFT Law the Law No. (4) of 2010 on Anti-Money Laundering and Combating the Financing of Terrorism, as amended from time to time.
Articles of Association the articles of association of a Special Purpose Company or Holding Company setting out the rules for internal corporate governance of the entity and which must comply with the Companies Regulations.
Associate in relation to a Person holding shares in a QFC Licensed Firm or a Parent Entity of a QFC Licensed Firm, or entitled to exercise or Control the exercise of voting power in a QFC Licensed Firm or a Parent Entity of a QFC Licensed Firm:
(A) the spouse of that Person;
(B) a child or stepchild of that Person;
(C) the trustee of any settlement (including any disposition or arrangement under which property is held on trust (or subject to a comparable obligation) under which that Person has a life interest in possession);
(D) an Entity of which that Person is a director;
(E) an Entity in the same Group as that Person;
(F) a Person who is an employee or partner of that Person;
(G) if that Person is an Entity:
(i) a director of that Person;
(ii) a Subsidiary of that Person;
(iii) a director or employee of such Subsidiary; or
(H) if that Person has with any other Person an agreement or arrangement with respect to the acquisition, holding or disposal of shares or other interests in the QFC Licensed Firm or a Parent Entity of the QFC Licensed Firm or under which they undertake to act together in exercising their voting power in relation to the QFC Licensed Firm or a Parent Entity of a QFC Licensed Firm (other than where the only such agreement or arrangement to which they are party forms part of the constitutional documents of the QFC Licensed Firm or, as the case may be, the Parent Entity).
Authorised Firm a Person that has been granted an authorisation by the QFC Regulatory Authority in accordance with Part 5 of the Financial Services Regulations.
Beneficial Owner natural person(s) who: (i) has/have ultimate ownership or Control of an entity, including natural persons who exercise ultimate effective Control over a legal person or arrangement regardless of legal ownership; and/or (ii) on whose behalf a Transaction is being conducted.
Companies Regulations the Qatar Financial Centre Regulations No.2 of 2005, Companies Regulations (Amended).
Companies Rules the Qatar Financial Centre Companies Rules.
Company a company incorporated in the QFC under the Companies Regulations.
Control for the purposes of these Regulations and the QFCA Rules, the definition of control in relation to a Special Company is as follows:
(1) A Person exercises control over a Special Company where the Person:
(A) holds 25% or more of the shares in the Special Company;
(B) is entitled to exercise, or controls the exercise of, 25% or more of the voting power in the Special Company;
(C) is able to exercise significant influence over the management of the Special Company by virtue of shareholding or voting power, or by contractual or other arrangements, including but not limited to the Special Company's board of directors and senior executive function; or
(D) is able to exercise influence through other means without ownership, including without limitation, through personal or family connections to persons in positions described above in paragraphs 1(A) to (C), by participating in the financing of the enterprise, or through historical or contractual associations with the Special Company.
(2) For purposes of this Article:
(A) shares:
(i) in relation to a Special Company with a share capital, means allotted shares;
(ii) in relation to a Special Company with capital but no share capital, means rights to share in the capital of the Special Company; and
(iii) in relation to a Special Company without capital, means interests conferring any right to share in the profits, or liability to contribute to the losses, of the Special Company; or giving rise to any obligation to contribute to the debts or expenses of the Special Company in the event of winding up; and
(B) voting power, in relation to a Special Company which does not have general meetings at which matters are decided by the exercise of voting rights, means the right under the articles of association of the Special Company to alter the terms of its constitution.
Corporate and Administrative Services the services enumerated in the Rules.
Council of Ministers the Council of Ministers of the State.
CRO the Companies Registration Office whose general functions, duties and powers are contained in the Companies Regulations.
Entity a body corporate or partnership or unincorporated association.
FSR the Qatar Financial Centre Regulations No.1 of 2005, Financial Services Regulations.
Group in relation to an Entity:
i) that Entity;
ii) any holding company of the Entity; or
iii) any Subsidiary (direct or indirect) of that Entity or of any holding company of that Entity.
Holding Company a limited liability company incorporated in the QFC for the purpose of carrying out Holding Company Activities pursuant to these Regulations.
Holding Company Activities any of the activities set out in Article 20.1(a) to (g).
Holding Company Group in relation to a Holding Company:
(A) the Holding Company itself;
(B) any Parent Entity of the Holding Company; and
(C) any Subsidiary (whether direct or indirect) of the Holding Company (or of any Parent Entity of the Holding Company).
Incorporator
i) in the case of incorporating of a Special Purpose Company, the applicant for incorporation including its proposed or existing Shareholders, the Support Service Provider or any legal or accounting firm; or
ii) in the case of incorporating of a Holding Company, the applicant for incorporation including any Persons who are proposed or existing Members of the Holding Company.
Initiator the Person who establishes the Special Purpose Company.
Insolvency Regulations the Qatar Financial Centre Regulations No.5 of 2003, Insolvency Regulations 2005.
Licence a licence, approval or authorisation to operate in the QFC issued by the QFC Authority pursuant to Article 11.1 of the QFC Law.
Member a member of a Company as defined in Article 19 of the Companies Regulations.
Minister the Minister of Finance.
Parent Entity an Entity which, with respect to another Entity:
(A) holds a majority of the voting rights in that other Entity;
(B) is a member of that other Entity (whether direct or indirect, or through legal or beneficial entitlement) and has the right to appoint or remove a majority of the board of directors of that other Entity;
(C) has the right to exercise a dominant influence over the management and operation of that other Entity through:
(i) provisions contained in the constitutive documents of that other Entity; or
(ii) any contractual arrangement relating to the management and operation of that other Entity;
(D) is a member of that other Entity (whether direct or indirect, or through legal or beneficial entitlement) and alone, or together with one or more Associate(s) holds a majority of the voting rights in that other Entity,
or is a Parent Entity of any Entity which is a Parent Entity of that other Entity.
Passive
(A) in relation to a Special Purpose Company, a Special Purpose Company that carries on one or more of the activities listed in Article 9.1(a) to (d) of these Regulations;
(B) in relation to a Holding Company, a Holding Company that:
(i) carries on one or more of the activities listed in Article 20.1(a) to (f) of these Regulations; and
(ii) owns shares or assets of companies within the Holding Company Group.
Permitted Activities the activities listed in Schedule 3 of the QFC Law or designated by the Council of Ministers under Article 10(1) of the QFC Law.
Person a natural or juridical person, body corporate, or body unincorporated, including a branch, a company, partnership, unincorporated association or other undertaking, government or state.
Prescribed Fees a fee prescribed in rules made or approved by the QFC Authority.
Prescribed Forms a form prescribed by or approved by the QFC Authority.
Purpose the purpose of Transactions, as set out in the Licence, for which a Special Purpose Company is established, including arrangements to directly facilitate such Transactions.
QFC the Qatar Financial Centre.
QFC Authority the Qatar Financial Centre Authority established pursuant to Article 3 of the QFC Law.
QFC Authority Regulations the Qatar Financial Centre Regulations No. 9 of 2006, QFC Authority Regulations.
QFC Authority Rules the QFC Authority Rules applicable to licensed firms in the QFC.
QFC Court a competent court or tribunal established pursuant to the QFC Law, including the QFC Civil and Commercial Court.
QFC Law Law No. (7) of 2005 of the State, as amended.
QFC Licensed Firm a body corporate which has been granted and continues to hold a Licence granted by the QFC Authority.
Regulated Activities financial activity prescribed in the QFC Law, as may be amended from time to time, as constituting a Regulated Activity.
Regulations the Qatar Financial Centre Regulations No. 15 of 2012, Special Company Regulations.
Regulatory Authority the Qatar Financial Centre Regulatory Authority established pursuant to Article 8 of the QFC Law.
Rules rules made by the QFC Authority pursuant to Article 7 of these Regulations.
Shareholder a Member or shareholder of a Special Company as the case may be.
Special Company a Special Purpose Company or a Holding Company.
Special Purpose Company the company described in Article 9 of these Regulations.
Special Purpose Company Activities any of the activities listed in Article 9.1 of these Regulations.
Senior Executive Function the function to be carried out pursuant to General Rule 11.3 of the QFCA Rules.
Standard Articles of Association the standard articles of association set in Appendix 1 of the Companies Rules.
State the State of Qatar.
Subsidiary an Entity in which another Entity:
(a) holds a majority of the voting rights in the first Entity;
(b) is a Member of the first Entity (whether direct or indirect, or through legal or beneficial entitlement) and has the right to appoint or remove a majority of the board of directors of the first Entity;
(c) has the right to exercise a dominant influence over the management and operation of that other Entity through:
(i) provisions contained in the constitutive documents of that other Entity; or
(ii) any contractual arrangement relating to the management and operation of that other Entity; or
(d) is a Member of the first Entity (whether direct or indirect, or through legal or beneficial entitlement) and controls alone or pursuant to an agreement with other Member or Members, a majority of the voting rights in the first Entity;
or if the first Entity is a Subsidiary of another Entity which is itself a Subsidiary of the second Entity.
Support Service Provider a body corporate, partnership or limited liability partnership approved by the QFC Authority to provide Corporate and Administrative Services.
Transaction a transaction or series of connected transactions.

Amended (as from 19th October 2017).