Article 9 — Special Purpose Company Activity

9.1 A Special Purpose Company is a company incorporated under the Companies Regulations and registered by the CRO as a Special Purpose Company. A Special Purpose Company may only be established for the Purpose of a Transaction. Subject to the terms of its Licence, a Special Purpose Company may only carry on one or more of the following activities ("Special Purpose Company Activities"):
(a) the acquisition (by way of leasing, title transfer, risk transfer or otherwise), the holding and the disposal of any asset (tangible or intangible, including but not limited to receivables, shares, real or personal rights, interests, options or privileges of any kind whatsoever in, over or in respect of any such asset);
(b) the obtaining of any type of financing (banking or capital markets), the granting of any type of security interest, the provision of any indemnity or similar support or the entering into any type of loan or hedging arrangements, including to secure the repayment of any money borrowed, raised or owed or any other obligation of or binding on the Special Purpose Company by mortgage, charge, standard security, lien or other security upon the whole or any part of the Special Purpose Company's property or assets (whether present or future), including its uncalled capital;
(c) the financing of the Initiator or any other Person;
(d) the carrying out of any of the following activities:
(i) to act as trust administrator or agent for any participant in a Transaction;
(ii) to enter into arrangements or grant licences in respect of intellectual property rights, know-how, confidential information or trade secrets;
(iii) to issue any shares or enter into any agreements which provide for the issue or allotment of, or grant any Person the right to call for the issue or allotment of, any share or loan capital; and
(iv) to subscribe for, purchase, or otherwise acquire, hold, sell, deal with and dispose of, place and underwrite shares, stocks, debentures, debenture stocks, bonds, sukuks, obligations or securities issued or guaranteed by any other Entity or any government or authority, municipal, local or otherwise, including in the State or overseas;
(e) any other activity approved in writing by the QFC Authority that falls within the Permitted Activities identified in paragraphs 10 to 15 of Schedule 3 of the QFC Law, or qualifies as an exemption under Schedule 3 of the FSR, including, to invest and deal with the moneys of the Special Purpose Company not immediately required in such manner as may from time to time be determined and to hold or otherwise deal with any investments made;
(f) any other activity approved in writing by the QFC Authority that is ancillary to the Purpose of the Transaction. Such activities may include any of the following:
(i) to acquire an interest in, amalgamate with, enter into partnership with or enter into any arrangement for sharing profits, for co-operation, for joint venture, for mutual assistance or otherwise with any Person;
(ii) to acquire, undertake and carry on the whole or any part of the activities, goodwill, property and assets of any Person and, as part of the consideration for such acquisition, to undertake any of the liabilities of such Person;
(iii) to arrange to improve, manage, construct, repair, develop, exchange, let or otherwise, mortgage, charge, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Special Purpose Company;
(iv) to enter into an arrangement to secure or become responsible for the performance of any obligations or the discharge of any liabilities of or by any Person in any manner on any terms and for any purposes whatsoever;
(v) to sell, lease, exchange, let on hire, or dispose of any real or personal property or the undertaking of the Special Purpose Company, or any part or parts thereof, for such consideration as the directors shall approve;
(vi) to act as agents or as trustees for any Person, and to arrange performance of sub-contracts; and
(vii) to distribute among the Shareholders any property of the Special Purpose Company or any other subsidiary of the Special Purpose Company of whatsoever nature;
(g) activities that the QFC Authority, in consultation with the QFC Regulatory Authority, is satisfied fall within any of paragraphs 1 to 9 of Schedule 3 of the QFC Law and which are not carried on by way of business within the meaning of Article 25 of the FSR. Such activities may include any of the following:
(i) to take deposits or give credit on any terms with or without security to a Person;
(ii) to give or award pensions, annuities, gratuities, and superannuation or other allowances or benefits and generally to provide advantages, facilities and services for any Persons who are or have been directors of, or who are or have been employed by, or who are serving or have served, the Special Purpose Company or the Initiator's Group or the predecessors in the business of the Special Purpose Company or the Initiator's Group and to the wives, widows, children and other relatives and dependants of such Persons; to make payments towards insurance; and to set up, establish, support and maintain superannuation and other funds or schemes (whether contributory or non-contributory) for the benefit of any of such Persons and of their wives, widows, children and other relatives and dependants;
(iii) to arrange to insure the life of any Person or to arrange to insure against any accident to any Person who may, in the opinion of the directors, be of value to the Special Purpose Company or the Initiator's Group and to pay the premiums on such insurance; and
(iv) to arrange to insure any Person on behalf of the Special Purpose Company or the Initiator's Group and to pay the premiums on such insurance.
9.2 A Special Purpose Company may hold property for a third party whether on trust or otherwise and the Special Purpose Company may hold such property by taking physical possession of the property, by holding documents of title to or other evidence of ownership of the property or by being registered as the owner of the property.
9.3 Subject to the terms of its Licence, a Special Purpose Company is prohibited from carrying on any activities other than the Special Purpose Company Activities.
Amended (as from 19th October 2017).