‹ Article 45 - Definitions Enactment Notice › 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 ‹ Article 45 - Definitions Enactment Notice ›
