Companies Regulations 2005

Click here to view earlier versions of QFC Reg 2 – Companies Regulations.

QFC Reg No 2 — Companies Regulations
Enactment Notice
Part 1:
Application, Commencement and Interpretation
Article 1 - Citation
Article 2 - Application
Article 3 - Commencement
Article 4 - Language
Article 5 - Interpretation
Article 5A - Power of QFC Authority and QFC Regulatory Authority to make rules
Part 2:
Companies Registration Office
Article 6 - The CRO
Article 7 - Role of the QFC Authority
Article 8 - Role and functions of the CRO
Article 9 - Powers of the CRO
Article 10 - Other zones or centres
Article 11 - Accounting and budget requirements of the CRO
Article 12 - Confidentially
Article 13 - The Registrar
Part 3:
Limited Liability Companies
Section 1: Establishment and Corporate Capacity
Article 14 - Limited Liability Companies
Article 15 - Corporate Capacity
Article 16 - Transaction entered into prior to corporate existence
Section 2: Incorporation and Registration
Article 17 - Incorporation of a Limited Liability Company
Article 18 - Registration
Section 3: Members and Share Capital
Article 19 - Members
Article 20 - Rectification of register of Members
Article 21 - Allotment of Shares
Article 22 - Return as to allotments
Article 23 - Prohibition on allotment of Shares at a discount
Article 24 - Transfer of Shares
Article 25 - Issue of certificates
Article 26 - Share premium account
Article 27 - Rights attaching to Shares
Article 28 - Alteration of share capital
Article 29 - Class Rights
Article 30 - Reduction of share capital
Article 31 - Redemption or purchase of own shares
Article 32 - Power of an LLC to purchse own Shares
Article 33 - Prohibition of financial assistance
Article 34 - Dividends and other distributions
Article 35 - Consequences of an unlawful dividend or other distribution
Section 4: Names and Change of Names
Article 36 - Registration of name
Article 37 - Change of name
Article 38 - Effect of change of name
Article 39 - Power to require change of name
Article 40 - Improper use of "Limited Liability Company"
Article 41 - Similarity of names
Section 5: Registered Office
Article 42 - Situation of registered office
Article 43 - Change of registered office
Section 6: Formalities of Carrying on Business
Article 44 - Requirement to keep internal Company registers
Article 45 - Name to appear outside place of Business
Article 46 - Disclosures required of an LLC in the use of its name
Section 7: Annual Return
Article 47 - Duty to deliver annual returns
Article 48 - Contents of annual return
Section 8: Articles of Association
Article 49 - Standard articles of association
Article 50 - Alteration of articles of association
Article 51 - Articles binding on LLC and Members
Section 9: Directors and Secretary
Article 52 - Appointment of directors
Article 53 - Removal of directors
Article 54 - Power of directors
Article 55 - Duties of directors
Article 56 - Directors' interests
Article 57 - Prohibition of financial assistance to directors
Article 58 - Payment to directors for loss of office
Article 59 - Validity of acts of director
Article 60 - Appointment of secretary
Article 61 - Exemption, indemnification and liability of Officers
Article 62 - Insurance of Officers
Section 10: Meetings and Resolutions
Article 63 - General meetings
Article 64 - CRO's power to call meeting in default
Article 65 - Requisition of general meetings
Article 66 - Notice of meetings
Article 67 - General provisions as to meetings and votes
Article 68 - Proxies
Article 69 - Right to demand a poll
Article 70 - Representation of Entity at meetings
Article 71 - Circulation of Member's resolution
Article 72 - Conditions to be met before LLC are bound to give notice of resolution
Article 73 - Resolutions in writing of Members
Article 74 - Directors meetings and written resolutions
Article 75 - Participation in meetings
Article 76 - Minutes
Article 77 - Filing of resolutions
Article 78 - Recording of decisions by sole Member
Section 11: Accounting and Audit Requirements
Article 79 - Maintenance of Accounting Records
Article 80 - Location of Accounting Records
Article 81 - Financial year of an LLC
Article 82 - LLC accounts
Article 83 - Provision of copy of accounts to Members
Article 84 - Publication of accounts
Article 85 - Qualification of auditor
Article 86 - Appointment and removal of auditor
Article 87 - Remuneration of auditor
Article 88 - Resignation of an auditor
Article 89 - Auditor's report to LLC
Article 90 - Powers and duties of auditor
Article 91 - Auditor's right to information
Article 92 - Obstruction of auditor
Part 3A:
Companies Limited by Guarantee
Section 1: Establishment and Corporate Capacity
Article 92A - Companies Limited by Guarantee
Article 92B - Corporate capacity
Article 92C - Transactions entered into prior to corporate existence
Section 2: Incorporation and Registration
Article 92D - Incorporation of an LLC(G)
Article 92E - Registration
Section 3: Members
Article 92F - Members
Article 92G - Rectification of register of Members
Section 4: Names and Change of Names
Article 92H - Registration of Name
Article 92I - Change of Name and similarity of Names
Article 92J - Improper use of "Limited Liability Company (Guarantee)", "Company Limited By Guarantee" or "LLC(G)"
Section 5: Registered Office and Support Services Provider
Article 92K - Situation of registered office
Article 92L - Change of registered office
Article 92M - Support Services Provider
Section 6: Formalities of Carrying on Activities
Article 92N - Requirement to keep internal Company registers
Article 92O - Name to appear outside place of activities
Article 92P - Disclosures required of an LLC(G) in the use of its Name
Section 7: Annual Return
Article 92Q - Duty to deliver annual returns
Article 92R - Contents of annual return
Section 8: Articles of Association
Article 92S - Standard articles of association
Article 92T - Alteration of articles of association
Article 92U - Articles binding on LLC(G) and Members
Section 9: Directors and Secretary
Article 92V - Directors and Secretary of an LLC(G)
Article 92W - Prohibition of financial assistance to directors
Section 10: Meetings and Resolutions
Article 92X - Notice of meetings
Article 92Y - General provisions as to meetings and votes
Article 92Z - Proxies
Article 92AA - Representation of Entity at meetings
Article 92BB - Resolutions in writing of Members
Article 92CC - Directors meetings and written resolutions
Article 92DD - Participation in meetings
Article 92EE - Minutes
Article 92FF - Filing of resolutions
Article 92GG - Recording of decisions by sole Member
Section 11: Accounting Requirements
Article 92HH - Accounting and Audit Requirements
Part 4:
Protected Cell Companies
Article 93 - Protected Cell Companies
Article 94 - Creation of Cells
Article 95 - Cellular and Non-Cellular Assets
Article 96 - Position of creditors
Article 97 - Recourse to Cellular Assets by creditors
Article 98 - Cell Shares and Share capital
Article 99 - Reduction of Cell Share Capital
Article 100 - Name and articles of association of PCC
Article 101 - Requirements for a PCC
Article 102 - Incorporation of Company as PCC
Article 103 - Liability of Cellular Assets
Article 104 - Disputes as to liability attributable to Cells
Article 105 - PCC to inform persons they are dealing with PCC
Article 106 - Attribution of Non-Cellular Assets and Liabilities
Article 107 - Provisions in relation to winding up of PCC
Article 108 - Transfer of Cellular Assets from PCC
Article 109 - Administration orders in relation to PCCs or Cells
Part 5:
Migration of Body Corporate
Article 110 - Transfer of incorporation to QFC
Article 111 - Certificate of continuation
Article 112 - Effect of certificate
Article 113 - Copy of certificate of continuation
Article 114 - Rights and liabilities
Article 115 - Transfer of incorporation from QFC to another jurisdiction
Article 116 - Refusal to grant authorisation to transfer incorporation
Part 6:
Branches
Article 117 - Requirement for registered Branch
Article 118 - Application to register a Branch
Article 119 - Acceptance or refusal of application to register a Branch
Article 120 - Prohibition of Branch with an undesirable name
Article 121 - Principal Representatives
Article 122 - Register of Branches
Article 123 - Records to be kept by Branches
Article 124 - Letterheads
Article 125 - Name to appear outside place of Business
Article 126 - Financial Penalties
Part 7:
International Business Companies
[Reserved]
Part 8:
Contraventions
Article 127 - General contraventions
Article 128 - Involvement in contraventions
Article 129 - Imposition of financial penalties
Part 9:
Other Provisions Relating to the CRO
Article 130 - Direction to Company to comply with these Regulations
Article 131 - Deregistration of Companies and Branches
Article 132 - False or Misleading Information
Part 10:
Application to the QFC Civil and Commercial Court
Article 133 - Orders for compensation
Article 134 - Minority Member protection: unfair prejudice
Part 11:
Reporting
Article 135 - Reporting by the CRO
Part 12:
Register of Financing Statements
Article 136 - Definitions
Article 137 - The Register
Article 138 - Financing statement
Article 139 - Time of filing
Article 140 - Duration of filing
Article 141 - CRO to issue verification statement
Article 142 - Errors in financing statement
Article 143 - Renewal and amendment of filing
Article 144 - Filing of transfers and subordinations
Article 145 - Searches
Article 146 - Debtor may require financing change statement
Part 13:
Acquisition of Minorities in Take-Overs
Article 147 - Definitions
Article 148 - Take-over offers
Article 149 - Right of offeror to buy out minority Members
Article 150 - Effect of notice under Article 149
Article 151 - Right of minority Member to be bought out by offeror
Article 152 - Effect of requirement under Article 151
Article 153 - Applications to the QFC Civil and Commercial Court
Article 154 - Joint offers
Article 155 - Associates
Part 14:
Interpretation and Definitions
Article 156 - Interpretation
Article 157 - Definitions
Schedule 1:
Contraventions with financial penalties stipulated
Schedule 2:
Financing change statement