Click here to view earlier versions of Companies Rules (COMP).
| Companies Rules (COMP) | ||
|
COMP 1: Application, Purpose and Interpretation |
COMP 1.1 Application | |
| COMP 1.2 Purpose | ||
| COMP 1.3 Interpretation | ||
|
COMP 2: Articles of Association |
COMP 2.1 Articles of Association | |
|
COMP 3: LLC registry, Forms and Fees |
COMP 3.1 Forms | |
| COMP 3.2 Time for Filing Forms | ||
| COMP 3.3 Fees | ||
| COMP 3.4 Provision of Information | ||
|
COMP 4: Accounting and Audit |
COMP 4.1 Accounting Standards | |
| COMP 4.2 Approved Auditors | ||
| COMP 4.3 Register of Approved Auditors | ||
|
COMP 5: Migration of Bodies Corporate |
COMP 5.1 Transfer of Incorporation to the QFC | |
| COMP 5.2 Transfer of Incorporation from the QFC | ||
|
COMP 6: Miscellaneous |
COMP 6.1 Registers and Records | |
| COMP 6.2 Objection to Notice of Financial Penalty | ||
|
COMP App1: Standard Articles |
COMP A1.1 The LLC Standard Articles | |
|
COMP App2: Prescribed Forms |
COMP A2.1 Prescribed Company Forms | |
|
COMP App3: Prescribed Fees |
COMP A3.1 Prescribed Company Fees | |
These rules apply to every Person to whom the Companies Regulations apply.
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
The purpose of these rules is to provide further detail in respect of the operation of the Companies Regulations. Accordingly, these rules should be read in conjunction with the Companies Regulations.
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
In these rules:
| Defined Term | Meaning |
| Authorisation | Authorisation granted by the Regulatory Authority to carry on Regulated Activities in accordance with Part 5 of the Financial Services Regulations. |
| CRO | Companies Registration Office |
| Companies Regulations | The QFC Companies Regulations 2005 |
| Islamic Financial Business | The business of carrying on one or more Regulated Activities in accordance with Shari'a. |
| Person | Any person and includes a natural or legal person, body corporate, or body unincorporate, including a branch, company, partnership, unincorporated association or other undertaking, government or state. |
| Regulated Activities | Has the meaning set out in Article 23 of the Financial Services Regulations. |
| Amended by QFCA RM2012-1 (as from 20th March 2012) |
For the purposes of Article 49 of the Companies Regulations, the articles of association set out in COMP Appendix 1 are prescribed as the standard LLC articles of association.
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
If the standard articles are not adopted, then the articles filed by the LLC with the application for a certificate of incorporation must, at least, provide for:
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
The forms identified in column 3 in the table in COMP Appendix 2 are prescribed for the purposes set out in column 1 of that table.
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
Any form, annexure or other document filed with the CRO must:
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
Where a provision of the Companies Regulations or these rules requires a certified copy of a document to be filed with the CRO, the copy must be certified by:
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
Where an Article in the Companies Regulations or a rule in these rules requires a notice to be filed with the CRO, the notice must be filed, in the absence of a time limit being stated in the Companies Regulations or these rules, within 21 days of the date of the happening of the event to which the notice relates.
| Amended by QFCA RM2012-1 (as from 20th March 2012) |
The fees identified in column 3 in the table in COMP Appendix 3 are prescribed for the purposes set out in column 1 of that table.
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
For the purposes of Article 82 of the Companies Regulations, the accounting standards published by the Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI) are prescribed in respect of an LLC which is an Authorised Firm and which has on its Authorisation an endorsement authorising it to conduct Islamic Financial Business.
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
An auditor applying for approval by the QFC Authority and to be entered onto the register of approved auditors maintained by the CRO must:
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
Subject to COMP Rule 4.2.3, before the QFC Authority approves an auditor to appear on the register an applicant must satisfy the QFC Authority that it:
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
An applicant shall be taken to meet the criteria set out in COMP Rule 4.2.2 if that applicant is:
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
An auditor must pay the annual fee prescribed in COMP Appendix 3 to remain on the register of approved auditors.
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
If, at any time after registration, an auditor no longer meets the requirements for registration as an approved auditor, the auditor must immediately inform the CRO in writing.
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
The CRO will maintain the register of approved auditors by recording the following information in respect of current and former registered approved auditors:
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
An application pursuant to Article 110 of the Companies Regulations must be accompanied by:
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
If any documents submitted to the CRO are not in the English language, the documents must be accompanied by a certified English translation.
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
A Non-QFC Company which is an Authorised Firm and which wishes to transfer its incorporation to the QFC and be continued as an LLC under Article 110 of the Companies Regulations must obtain the prior written consent of the Regulatory Authority.
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
A certificate of continuation is conclusive evidence that the Non-QFC Company is a duly registered LLC from the date of continuation stated in the certificate.
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
Where a Non-QFC Company is continued as an LLC, the LLC must file with the CRO any certificate or document issued under the laws of the jurisdiction of the Non-QFC Company evidencing the fact the Non-QFC Company has ceased to be incorporated under the laws of that jurisdiction.
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
An LLC, applying to the CRO for authorisation to transfer its incorporation and be continued as a Non-QFC Company, must apply in writing to the CRO and must be accompanied by:
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
An LLC making an application under Article 115 of the Companies Regulations must place a legible and comprehensible notice 60 days prior to making such an application in one or more newspapers or other publication best suited to bring the proposed transfer of incorporation to the attention of any persons who may be affected by such transfer.
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
Subject to any specific requirement of the Companies Regulations, any register or record that an LLC is required to keep or maintain by operation of the Companies Regulations or these rules, must be kept at the registered office of the LLC or at such other place determined by the directors.
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
A decision of the directors to keep any register or record referred to in COMP Rule 6.1.1 at a place other than the registered office of the LLC must only be made by the directors at a directors' meeting and minutes must be kept of the decision, including the decision as to the place at which the registers or records must be maintained.
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
To object to the imposition of a financial penalty in accordance with Article 129(3)(B) of the Companies Regulations, a person must file with the CRO within the period stated in the notice of imposition of financial penalty a notice of objection which sets out the following information:
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
For the purposes of the Companies Regulations and these rules, these are the 'Standard Articles'.
INTERPRETATION
SHARE CAPITAL
SHARE CERTIFICATES
TRANSFER OF SHARES
TRANSMISSION OF SHARES
ALTERATION OF SHARE CAPITAL
PURCHASE OF OWN SHARES
GENERAL MEETINGS
REQUISITION AND NOTICE OF GENERAL MEETINGS
PROCEEDINGS AT GENERAL MEETINGS
VOTES OF MEMBERS
NUMBER OF DIRECTORS
ALTERNATE DIRECTORS
POWERS OF DIRECTORS
DELEGATION OF DIRECTORS' POWERS
APPOINTMENT AND RETIREMENT OF DIRECTORS
DISQUALIFICATION AND REMOVAL OF DIRECTORS
REMUNERATION AND EXPENSES OF DIRECTORS
DIRECTORS' APPOINTMENTS AND INTERESTS
DIRECTORS' GRATUITIES AND PENSIONS
PROCEEDINGS OF DIRECTORS
SECRETARY
DIVIDENDS
ACCOUNTS
CAPITALISATION OF PROFITS
NOTICES
INDEMNITY
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
For the purpose of the Companies Regulations and these rules the Prescribed Forms are listed in the table.
| Purpose |
Relevant Article or Rule |
Form |
| Application for registration as an approved auditor | COMP Rule 4.2.1 | Q04 |
|
Application for:
(A) incorporation as an LLC;
(B) application of transfer of incorporation to the QFC; or
(C) for registration as a branch in the QFC
where the application is in conjunction with an application for a licence to conduct non-regulated activities
|
Article 17, 110, 118 | Q01 |
|
Application for:
(A) incorporation as an LLC;
(B) application of transfer of incorporation to the QFC; or
(C) for registration as a branch in the QFC
where the application is in conjunction with an application for authorisation to conduct regulated activities.
|
Article 17, 110, 118 | Q02 |
| Notice of allotment of shares | Article 22 | Q07 |
| Notice of alteration of share capital | Article 28(3) | Q07 |
| Notice of reduction in share capital | Article 30(5) | Q07 |
| Notice of change of name | Article 37(2) | Q07 |
| Notice of change of registered office | Article 43(2) | Q07 |
| Annual Return | Article 47 | Q15 |
| Alteration of Articles of Association | Article 50 | Q07 |
| Registration of the particulars of each new director appointed, removed or who resigns and any change in the particulars of the directors of a LLC | Article 52(4) | Q07 |
| Registration of the particulars of each new secretary appointed, removed or who resigns and any change in the particulars of the secretary | Article 60(3) | Q07 |
| Filing of copies of resolutions | Article 77 | Q07 |
| Notice of new financial year | Article 81(3) | Q07 |
| Notice of change or appointment of auditor | Article 86 (1) and 86(6) | Q07 |
| Notice of resignation of auditor | Article 88 (4) | Q07 |
| Notice of change of branch particulars | Article 122 | Q07 |
| Filing of a financing statement | Article 138 | Q23 |
|
Amended by QFCA RM2012-1 (as from 20th March 2012) |
The forms referred to in the table in COMP Appendix 2 are published on the website of the Regulatory Authority (www.qfcra.com)
| Derived from QFC RM02/2005 (as from 22nd November 2005). |
For the purpose of the Companies Regulations and these rules the Prescribed Fees are listed in the table.
| Purpose |
Relevant Article or Rule |
Fee US$ |
| Request for an extract of the information maintained in the register maintained by the CRO | COMP Rule 3.4.1 | 50 |
| Request for certified copy of certificate of incorporation or certificate of registration or any document required to be filed with the CRO in accordance with the Companies Regulations | COMP Rule 3.4.2 | 50 |
| Application to be an approved auditor | COMP Rule 4.2.1 | 500 |
| Annual approved auditor fee | COMP Rule 4.2.4 | 500 |
| Application to transfer incorporation in to the QFC | Rule 5.1.1 | 5000 |
| Application to transfer incorporation from the QFC | COMP Rule 5.2.1 | 5000 |
|
Application for:
(A) incorporation as an LLC;
(B) transfer of incorporation to the QFC; or
(C) registration as a branch in the QFC.
|
Articles 17, 110 or 118 | Nil |
| Filing of change of name of an LLC | Article 37 | 200 |
| Filing of change of Registered Office | Article 43 | 200 |
| Delivery of annual return to CRO | Article 47 | 200 |
| Registration of alteration of articles of association | Article 50 | 200 |
| Registration of the particulars of each director appointed, removed or who resigns and any change in the particulars of the directors of a LLC | Article 52(4) | 200 |
| Registration of the particulars of each secretary appointed, removed or who resigns and any change in the particulars of the secretary | Article 60(3) | 200 |
| Notice of change or appointment, removal or resignation of an auditor | Article 86(1) or Article 86(6) or Article 88(4) | 200 |
| Filing of notice of change in the branch particulars | Article 122(1) | 200 |
| Registration of a financing statement with the CRO | Article 139 | 200 |
| Search of the register of financial statements | Article 145 | 50 |
| Amended by QFCA RM2012-1 (as from 20th March 2012) |
| Data Protection Rules (DATA) | ||
| DATA 1: Introduction |
DATA 1.1 Application | |
| DATA 1.2 Interpretation | ||
| DATA 2: Permit for Processing Sensitive Personal Data |
DATA 2.1 Application for a permit | |
| DATA 3: Permit for transfer out of the QFC of Personal Data |
DATA 3.1 Assessing adequate levels of protection | |
| DATA 3.2 Application for permit | ||
| DATA 4: Records and Notifications |
DATA 4.1 Records | |
| DATA 4.2 Notifications | ||
| DATA 5: Claims |
DATA 5.1 Process of lodging a claim | |
The Data Protection Rules apply to every Person to whom the Data Protection Regulations 2005 apply and to the same extent in relation to every such Person as the Data Protection Regulations, except to the extent that a provision of these Rules provides for a narrower application.
| Derived from QFC RM01/2005 (as from 17th October 2005). |
| Derived from QFC RM01/2005 (as from 17th October 2005). |
In these Rules:
| Derived from QFC RM01/2005 (as from 17th October 2005). |
A Data Controller which seeks a permit from the QFC Authority to Process Sensitive Personal Data pursuant to Article 8(2) of the Data Protection Regulations must apply in writing to the QFC Authority setting out:
| Derived from QFC RM01/2005 (as from 17th October 2005). |
The Data Controller must provide the QFC Authority with such further information as may be required by the QFC Authority in order to determine whether to grant a permit in accordance with Article 8(2) of the Data Protection Regulations.
| Derived from QFC RM01/2005 (as from 17th October 2005). |
Rejection of an application for a permit
| Derived from QFC RM01/2005 (as from 17th October 2005). |
Granting a permit to process sensitive personal data
| Derived from QFC RM01/2005 (as from 17th October 2005). |
| Transfers to jurisdictions with adequate levels of protection (1) Subject to Article 10, a Data Controller may only transfer Personal Data to a Recipient located in a jurisdiction outside the QFC if an adequate level of protection for that Personal Data is ensured by laws and regulations that are applicable to the Recipient. (2) The adequacy of the level of protection ensured by laws and regulations to which the Recipient is subject as referred to in Article 9(1) shall be assessed in the light of all the circumstances surrounding a Personal Data transfer operation or set of Personal Data transfer operations, including, but not limited to: (A) the nature of the data; (B) the purpose and duration of the proposed Processing operation or operations; (C) if the data does not emanate from the QFC, the country of origin and country of final destination of the personal data; and (D) any relevant laws to which the recipient is subject. |
| Derived from QFC RM01/2005 (as from 17th October 2005). |
A Data Controller who seeks a permit from the QFC Authority pursuant to Article 10(1)(A) of the Data Protection Regulations for transferring Personal Data to a Recipient which is not subject to laws and regulations which ensure an adequate level of protection, must apply in writing to the QFC Authority setting out:
| Derived from QFC RM01/2005 (as from 17th October 2005). |
The Data Controller must provide the QFC Authority with such further information as is required the QFC Authority in writing in order to determine whether to grant a permit in accordance with Article 10(1)(A) of the Data Protection Regulations.
| Derived from QFC RM01/2005 (as from 17th October 2005). |
Rejection of an application for a permit
| Derived from QFC RM01/2005 (as from 17th October 2005). |
Granting a permit to transfer personal data
| Derived from QFC RM01/2005 (as from 17th October 2005). |
For the purposes of Article 17(2)(A) of the Data Protection Regulations, a Data Controller must record the following information in relation to its Personal Data Processing operations:
| Derived from QFC RM01/2005 (as from 17th October 2005). |
With respect to DATA Rule 4.1.1(B) the purposes for which Personal Data may be processed will vary but will usually include one or more of the following:
With respect to DATA Rule 4.1.1(C), where Personal Data of multiple Data Subjects is being processed, Data Controllers may instead of listing individual Data Subjects, record the class of Data Subject involved. In such a case, Data Controllers may use the following, or other similar, classes:
| Derived from QFC RM01/2005 (as from 17th October 2005). |
For the purposes of Article 17(2)(B) of the Data Protection Regulations, a Data Controller must notify the QFC Authority of any of the following Personal Data Processing operations undertaken other than in accordance with a permit issued by the QFC Authority:
| Derived from QFC RM01/2005 (as from 17th October 2005). |
When a Data Controller gives a notification to the QFC Authority in accordance with DATA Rule 4.2.1, the notification must contain the following information:
| Derived from QFC RM01/2005 (as from 17th October 2005). |
The notification required by DATA Rule 4.2.1 must be provided to the QFC Authority:
| Derived from QFC RM01/2005 (as from 17th October 2005). |
The annual notification in DATA Rule 4.2.3(B) must be submitted to the QFC Authority within four months of the Data Controller’s financial year end.
| Derived from QFC RM01/2005 (as from 17th October 2005). |
For the purposes of Article 23(1) of the Data Protection Regulations, a Person may file a claim with the QFC Authority by providing the following information in writing:
| Derived from QFC RM01/2005 (as from 17th October 2005). |
| Derived from QFC RM01/2005 (as from 17th October 2005). |
Upon receiving a claim lodged under Article 23(1) of the Data Protection Regulations, the QFC Authority may make such enquiries in respect of the claim that will, in the view of the QFC Authority, lead to the most timely, fair and effective resolution of the claim.
| Derived from QFC RM01/2005 (as from 17th October 2005). |
At the conclusion of the mediation process, should the QFC Authority determine to issue a direction requiring a Data Controller to do any act or thing in accordance with Article 23(3) of the Data Protection Regulations, the QFC Authority will do so by issuing a notice in writing setting out:
| Derived from QFC RM01/2005 (as from 17th October 2005). |
| LLP Rules | ||
|
LLP 1: Application, purpose and interpretation |
LLP 1.1 Application | |
| LLP 1.2 Purpose | ||
| LLP 1.3 Interpretation | ||
|
LLP 2: Limited Liability Partnerships registry, Forms and Fees |
LLP 2.1 Forms | |
| LLP 2.2 Time for Filing Forms | ||
| LLP 2.3 Fees | ||
| LLP 2.4 Provision of Information | ||
|
LLP 3: Accounting and Audit |
LLP 3.1 Accounting Standards | |
|
LLP 4: Miscellaneous |
LLP 4.1 Registers and Records | |
| LLP 4.2 Objection to Notice of Financial Penalty | ||
|
LLP App1: Prescribed Forms |
||
|
LLP App2: Prescribed Fees |
||
| Inserted by from RM2011-2 (as from 6th December 2011). |
These rules apply to every Person to whom the Limited Liability Partnerships Regulations apply.
| Inserted by from RM2011-2 (as from 6th December 2011). |
The purpose of these rules is to provide further detail in respect of the operation of the Limited Liability Partnerships Regulations. Accordingly, these rules should be read in conjunction with the Limited Liability Partnerships Regulations.
| Inserted by from RM2011-2 (as from 6th December 2011). |
In these rules:
| Defined Term | Meaning |
| Authorisation | Authorisation granted by the Regulatory Authority to carry on Regulated Activities in accordance with Part 5 of the Financial Services Regulations. |
| CRO | Companies Registration Office |
| Limited Liability Partnerships Regulations | The QFC Limited Liability Partnerships Regulations 2005 |
| Islamic Financial Business | The business of carrying on one or more Regulated Activities in accordance with Shari'a. |
| Person | Any person and includes a natural or legal person, body corporate, or body unincorporate, including a branch, company, Partnerships, unincorporated association or other undertaking, government or state. |
| Regulated Activities | Has the meaning set out in Article 23 of the Financial Services Regulations. |
| Inserted by from RM2011-2 (as from 6th December 2011). |
The forms identified in column 3 in the table in Appendix 1 are prescribed for the purposes set out in column 1 of that table.
| Inserted by from RM2011-2 (as from 6th December 2011). |
| Inserted by from RM2011-2 (as from 6th December 2011). |
Any form, annexure or other document filed with the CRO must:
| Inserted by from RM2011-2 (as from 6th December 2011). |
Where a provision of the Limited Liability Partnerships Regulations or these rules requires a certified copy of a document to be filed with the CRO, the copy must be certified by:
| Inserted by from RM2011-2 (as from 6th December 2011). |
Where an Article in the Limited Liability Partnerships Regulations or a rule in these rules requires a notice to be filed with the CRO, the notice must be filed, in the absence of a time limit being stated in the Limited Liability Partnerships Regulations or these rules, within 21 days of the date of the happening of the event to which the notice relates.
| Inserted by from RM2011-2 (as from 6th December 2011). |
The fees identified in column 3 in the table in Appendix 2 are prescribed for the purposes set out in column 1 of that table.
| Inserted by from RM2011-2 (as from 6th December 2011). |
| Inserted by from RM2011-2 (as from 6th December 2011). |
| Inserted by from RM2011-2 (as from 6th December 2011). |
For the purposes of Article 34 of the Limited Liability Partnerships Regulations, the accounting standards published by the Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI) are prescribed in respect of a Limited Liability Partnerships which is an Authorised Firm and which has on its Authorisation an endorsement authorising it to conduct Islamic Financial Business.
| Inserted by from RM2011-2 (as from 6th December 2011). |
Subject to any specific requirement of the Limited Liability Partnerships Regulations, any register or record that a Limited Liability Partnerships is required to keep or maintain by operation of the Limited Liability Partnerships Regulations or these rules, must be kept at the registered office of the Limited Liability Partnerships or at such other place determined by the Members.
| Inserted by from RM2011-2 (as from 6th December 2011). |
A decision of the Members to keep any register or record referred to in Rule 4.1.1 at a place other than the registered office of the Limited Liability Partnerships must only be made by the Members and a record must be kept of the decision, including the decision as to the place at which the registers or records must be maintained.
| Inserted by from RM2011-2 (as from 6th December 2011). |
To object to the imposition of a financial penalty in accordance with Article 57(3)(B) of the Limited Liability Partnerships Regulations, a person must file with the CRO within the period stated in the notice of imposition of financial penalty a notice of objection which sets out the following information:
| Inserted by from RM2011-2 (as from 6th December 2011). |
For the purpose of the Limited Liability Partnerships Regulations and these rules the Prescribed Forms are listed in the table.
| Purpose | Relevant Article or Rule | Form |
| Annual Return | Article 30(1) | Q15 |
| Application for:
(A) incorporation as a Limited Liability Partnership;
(B) for registration as a branch in the QFC
where the application is in conjunction with an application for a licence to conduct non-regulated activities |
Article 9, 46 | Q01 |
| Application for:
(A) incorporation as an Limited Liability Partnerships;
(B) for registration as a branch in the QFC
Whe where the application is in conjunction with an application for authorisation to conduct regulated activities. |
Article 9, 46 | Q02 |
| Notice of change or appointment, removal or resignation of an auditor | Article 38(1) and Article 38(6) and Article 40(4) | Q07 |
| Notice of change of branch particulars | Article 50 | Q07 |
| Notice of change of name of a Limited Liability Partnership | Article 20(2) | Q07 |
| Notice of change of financial year | Article 33 | Q07 |
| Registration of a financing statements with the CRO | Article 65 | Q23 |
| Notice of change of registered office of a Limited Liability Partnership | Article 26(1) | Q07 |
| Registration of the particulars of each Member who becomes or ceases to be a Member or any change in the particulars of the Members of a Limited Liability Partnership | Article 16(1) (A) and 16(1) (B) | Q07 |
| Registration of the particulars of each new Designated Member who becomes or ceases to be a Designated Member | Article 16(1)(A) | Q07 |
| Inserted by from RM2011-2 (as from 6th December 2011). |
The forms referred to in the table in Appendix 1 are published on the website of the Regulatory Authority (www.qfcra.com).
| Inserted by from RM2011-2 (as from 6th December 2011). |
For the purpose of the Limited Liability Partnerships Regulations and these rules the Prescribed Fees are listed in the table.
| Purpose | Relevant Article or Rule | Fee US$ |
|
Application for:
(A) incorporation as a Limited Liability Partnerships;
or
(B) registration as a branch in the QFC.
|
Article 9, 46 | Nil |
| Filing notice of change in the branch particulars | Article 50 | 200 |
| Filing of change of name of a Limited Liability Partnership | Article 20(2) | 200 |
| Filing of change of registered office of a Limited Liability Partnership | Article 26(1) | 200 |
| Delivery of annual return to CRO | Article 30(1) | 200 |
| Notice of change or appointment, removal or resignation of an auditor | Article 38(1) and Article 38(6) and Article 40(4) | 200 |
| Registration of a financing statements with the CRO | Article 65 | 200 |
| Registration of the particulars of each Member who becomes or ceases to be a Member or any change in the particulars of the Members of a Limited Liability Partnerships | Article 16(1) (A) and 16(1) (B) | 200 |
| Registration of the particulars of each new Designated Member who becomes or ceases to be a Designated Member or any change in the particulars of the Members of a Limited Liability Partnerships | Article 16(1) (A) and 16(1) (B) | 200 |
| Request for an extract of the information maintained in the register maintained by the CRO | Rule 2.4.1 | 50 |
| Request for certified copy of certificate of incorporation or certificate of registration or any document required to be filed with the CRO as provided for in the Limited Liability Partnerships Regulations | Rule 2.4.2 | 50 |
| Search of the register of financing statements | Article 71(3) | 50 |
| Inserted by from RM2011-2 (as from 6th December 2011). |
The rules set out herein shall be referred to as the QFCA Tax Rules and are made pursuant to Article 91 of the QFCA Tax Regulations. These rules apply to every QFC Entity.
The purpose of these rules is to provide further detail in respect of the operation of the Tax Regulations. Accordingly, these rules should be read in conjunction with the Tax Regulations.
These rules are to be interpreted in keeping with the spirit of the rules and with regard to the objective and purpose as well as the letter of the rules.
The object and purpose of any provision in these rules will be derived primarily from the wording of the provision itself and from the context both within the chapter of the rules in which it appears and other related provisions elsewhere in the rules.
Article 139 (Interpretation) applies to these rules as it applies to the Tax Regulations.
In these rules defined terms are identified by the capitalisation of the initial letter of the word or phrase and have the same meaning as they have in the Tax Regulations.
In these rules all references to "Article" relate to the corresponding Article in the QFC Tax Regulations, referred to in these rules as the "Tax Regulations".
The Tax Department shall allocate to each QFC Entity, by notice in writing, a unique number to be known as the Tax Identification Number (TIN).
The Tax Department may require a QFC Entity to show its TIN in any claim, notice, return, statement or other document used for the purposes of the Tax Regulations or these rules.
Every Officer of the Tax Department shall—
An Officer of the Tax Department may disclose a document or information referred to in rule 3.1–
Any person, court, tribunal, or authority receiving documents or information under rule 3.2 is required to keep them secret under the provisions of this rule, except to the minimum extent necessary to achieve the purposes for which the disclosure is permitted.
The Tax Department may from time to time prescribe the form of any notice, return or other document required for the purposes of the administration of the Tax Regulations or these rules and where any form has been so prescribed such form of notice, return or document shall be used for such purposes.
Notices, forms, demands or other documents issued or given by the Tax Department under the Tax Regulations or these rules shall be sufficiently authenticated if the name and title of the Director of Tax or the name and title of the Officer of the Tax Department authorised to act in that behalf is printed, stamped or written thereon.
Where, under the Tax Regulations or these rules, any notice or other document is required or authorised to be served on or given to any QFC Entity by the Tax Department, such notice or other document shall be sufficiently served—
Any notice or document served by post or courier under this rule is taken to have been served on the second business day after it is posted or, in the case of service by courier, dispatched. Any notice left at an address, or served otherwise than by post or courier under this rule is taken to have been served on that day.
A notice or document issued under these rules is not invalid or defective if it is in substance and effect in conformity with the Tax Regulations and these rules.
Where a notice or document issued by the Tax Department under these rules contains a defect that does not involve a dispute as to the interpretation of the Tax Regulations and these rules, or facts involving a particular QFC Entity, the Tax Department may for the purposes of rectifying the defect, amend the notice or document.
A QFC Entity which is required to file a return under Article 97 for any Accounting Period must—
The records for any Accounting Period must be preserved until the later date of—
The records required to be maintained and preserved under this rule include records of—
The duty to preserve records under this rule may be satisfied by the preservation of the information contained in them and where information is so preserved a copy of any document forming part of the records is admissible in evidence in any proceedings before the Regulatory Tribunal to the same extent as the records themselves.
An application for a ruling under Article 93 must contain the following information—
In the case of an application for a ruling on an arrangement already entered into, in addition to the information required by rule 7.1, the application must also contain the following information—
The fee payable by a QFC Entity applying for a ruling under Article 93 is QR 3,000 and must be paid in full before the Tax Department considers the application. If the Tax Department declines or fails to give a ruling they shall refund the fee.
Where a QFC Entity, which is required to file a return for an Accounting Period under Article 97, makes a written application to the Tax Department before the filing date given by Article 99(1) (in these rules, the "filing date"), the Tax Department—
The Tax Department may grant multiple extensions under rule 8.1.1 but the extensions shall not in total exceed 120 days from the filing date.
The granting of any extension to the filing date under this rule in respect of a return for an Accounting Period does not change the due and payable date, under Article 128(1), for tax due for that Accounting Period.
If the Tax Department has insufficient information to determine an Accounting Period for a QFC Entity under Article 17 (Accounting Periods) a determination of tax payable under Article 97(3) may be made on the basis of an Accounting Period as determined by the Tax Department and specified in the notice issued under rule 8.2.3.
Where a determination of tax payable is made under this rule for an uncertain Accounting Period and the Tax Department, on further facts coming to their knowledge, see fit to revise the Accounting Period, the determination of tax payable shall have effect as if it were a determination for the revised Accounting Period.
A notice of determination of tax payable under Article 97(3) must be served on the QFC Entity in respect of which it is made, stating the amount of the determination, the date of issue and the Accounting Period.
If a QFC Entity shows—
then any determination of tax payable under this rule is of no effect.
The power to make a determination of tax payable under this rule includes the power to determine the amount of corporation tax payable, as mentioned in Article 100 (self-assessment), and any amount forming part of the calculation of that amount.
A determination of tax payable under this rule has effect for the purpose of collection and recovery of tax and interest on overdue tax as if it were a self-assessment by the QFC Entity.
Where proceedings have begun for the recovery of any tax charged by a determination of tax payable made under Article 97(3) and, before the proceedings are concluded, the determination is superseded by a self-assessment under Article 97(4) the proceedings may be continued as if they were proceedings for the recovery of unpaid tax charged by the self-assessment.
A claim to Group Relief under Article 32 must be made by being included in the claimant Company's return, filed under Article 97, for the Accounting Period for which the claim is made, and may be included in the return originally made or by amendment under Article 104.
A claim for Group Relief may not be amended, but must be withdrawn and replaced by another claim and a claim may only be withdrawn by the claimant Company amending its return under Article 104.
A claim for Group Relief must specify the amount of relief claimed and the name of the surrendering Company, and the amount specified must be an amount which is quantified at the time the claim is made.
A claim for Group Relief may be made for less than the amount available for surrender at the time the claim is made.
A claim for Group Relief requires the consent of the surrendering Company to be given by notice in writing to the Tax Department at or before the time the claim is made, otherwise the claim is ineffective.
A notice of consent by the surrendering Company, to be effective, must include—
A notice of consent may not be amended, but may be withdrawn by notice to the Tax Department, and replaced by another notice of consent. Except where the consent is withdrawn under rule 9.5 (withdrawal in consequence of reduction of amount available for surrender) the notice of withdrawal must, to be effective, be accompanied by a notice signifying the consent of the claimant Company to the withdrawal.
The claimant Company must, so far as it is able, amend its return for the Accounting Period for which the claim was made so as to reflect the withdrawal of consent.
Where notice of consent by the surrendering Company is given after the Company has filed a return for the Accounting Period to which the surrender relates, the surrendering Company must at the same time amend its return so as to reflect the notice of consent.
Where notice of consent by the surrendering Company relates to a tax loss in respect of which relief has been given under Article 28 (carry forward of tax losses), the surrendering Company must at the same time amend its return for the Accounting Period or, if more than one, each of the Accounting Periods in respect of which relief for that tax loss has been given, so as to reflect the new notice of consent.
The time limits otherwise applicable to amendment of a return under the Tax Regulations do not prevent an amendment being made under rule 9.3.1 or 9.3.2.
A claim for Group Relief may be made or withdrawn at any time up to whichever is the last of the following dates—
The time limits otherwise applicable under the Tax Regulations for an amendment of a return do not apply to an amendment to the extent that it makes or withdraws a claim for Group Relief within the time allowed in rule 9.4.1.
This rule applies if, after the surrendering Company has given one or more notices of consent to surrender, the total amount available for surrender is reduced to less than the amount stated in the notice, or the total amounts stated in the notices, as being surrendered.
The Company must within 30 days withdraw the notice of consent, or as many of the notices as is necessary to bring the total amount surrendered within the new total amount available for surrender, and may give one or more new notices of consent.
The Company must notify in writing the withdrawal of consent, and send a copy of any new notice of consent, to the Tax Department and each of the Companies affected.
If the surrendering Company fails to act in accordance with rule 9.5.2 the Tax Department may, by notice to the surrendering Company give such directions as they think fit as to which notice or notices are to be ineffective or are to have effect in a lesser amount. The Tax Department must at the same time send a copy of the notice to the claimant Company, or each claimant Company, affected by their action.
A claimant Company which receives—
must, so far as it may do so, amend its return for the Accounting Period for which the claim is made so that it is consistent with the new position with regard to consent to surrender.
A claim to repayment of tax shall be subject to the procedure and time limits for making claims under rule 14.
The rate of interest in respect of late payment of tax under Article 131 or in respect of repayment of tax under Article 132 may be set by the Director of Tax from time to time and any change to the rate of interest must be published by the Tax Department by way of a public notice.
On the making of an appeal under Article 121 the Tax Department shall, on the receipt of an application in writing by the QFC Entity, stand over in full or in part any tax in dispute until the appeal is finally determined.
Any tax stood over under rule 11.1.1 that becomes payable on final determination of an appeal shall bear interest under Article 131 from the original due and payable date, as determined by Article 128(1).
This rule does not apply in respect of any appeal against an amendment to a self-assessment under Article 111 (Amendment of self-assessment during enquiry to prevent loss of tax).
The requirement under Article 97 to file a return shall be treated as fulfilled if the information is transmitted electronically and each of the conditions in rule 12.3 is met with respect to that transmission.
Where the requirement to file a return is met by electronic filing under rule 12.1.1 the requirement under Article 97(2) that the return be signed by the Representative and include a declaration to the effect that the return is to the best of his knowledge correct and complete shall not apply.
The time at which the requirement to file the return is fulfilled is the end of the day during which the last of the conditions in rule 12.3 is met.
In rule 12.1.1 "information" includes any self-assessment, partnership statement, particulars or claim.
This rule applies where information ("supporting documents") is to be filed with a return under Article 103(1)(b) and the requirement to file the return is fulfilled by electronic filing under rule 12.1.1.
The requirement to file supporting documents shall be treated as fulfilled if they are transmitted electronically and each of the conditions in rule 12.3 is met with respect to that transmission.
If supporting documents are not transmitted electronically the requirement under Article 103(1)(b) shall have effect as a requirement to file the supporting documents on or before the day which is the last day for the filing of the return.
The time at which the requirement to file the supporting documents is fulfilled is the end of the day during which the last of the conditions in rule 12.3 is met.
The first condition is that the transmission must be made by the Representative of the QFC Entity filing the return, or by a person specifically authorised by the Tax Department to file electronically on behalf of that QFC Entity.
The second condition is that if the person who makes the transmission is notified by the Tax Department of any requirements as to the manner in which transmissions are to be made by him, the transmission complies with the requirements so notified.
In rule 12.3.2 the requirements referred to include in particular requirements as to the hardware (or type of hardware) or software (or type of software) to be used to make transmissions.
The third condition is that the transmission must signify, in a manner approved by the Tax Department, that before the transmission was made a hard copy of the information to be transmitted was made and authenticated in accordance with rule 12.4.
The fourth condition is that the information transmitted must be accepted by the Tax Department under a procedure selected for the purposes of this rule.
A hard copy is made in accordance with rule 12.3.4 if it is made under arrangements designed to ensure that the information contained in the hard copy is the information in fact transmitted.
A hard copy is authenticated for the purposes of rule 12.3.4 if it is endorsed with a declaration by the Representative of the QFC Entity filing the return that the hard copy is to the best of his knowledge correct and complete and is signed by the Representative.
In this rule "hard copy" means, in relation to information held electronically, a printed out version of that information.
Where information is transmitted electronically under this rule the Tax Department have all the powers they would have if the information accepted had been contained in a return filed by post.
A hard copy made and authenticated in accordance with rule 12.3.4 shall be treated for the purposes of any proceedings as if it were a return filed in accordance with Article 97.
If no hard copy is shown to have been made and authenticated in accordance with rule 12.3.4 a hard copy certified by the Tax Department to be a true copy of the information transmitted shall be treated for the purpose of any proceedings as if it were a return filed in accordance with Article 97, containing any declaration and signature which would have appeared on a hard copy made and authenticated in accordance with rule 12.4.2.
In rule 12.5 references to a return includes supporting documents.
Where any provision of the Tax Regulations or these rules provides for relief to be given or any other thing to be done on the making of a claim, this rule shall unless otherwise provided, have effect in relation to the claim.
A claim for a relief or for repayment of tax shall be for an amount which is quantified at the time the claim is made.
A claim shall not at any time be made otherwise than being included in a return if it could, at that or any subsequent time, be made by being so included.
References in this rule to a claim being made in a return include references to a claim being so included by virtue of an amendment of the return under Article 104.
Where a claim has been made, whether by being included in a return or otherwise, and the claimant subsequently discovers that an error or mistake has been made in the claim, the claimant may make a supplementary claim within the time allowed for making the original claim.
Subject to any provision of the Tax Regulations or these rules prescribing a longer or shorter period no claim may be made more than 3 years after the end of the Accounting Period to which the claim relates.
A claim which could not have been allowed but for the making of an assessment under Article 116 (discovery assessments) may be made at any time within one year of the date on which the assessment is made.
A claim not included in a return shall be in such form as the Tax Department may determine and shall provide for a declaration to the effect that all the particulars given in the form are correctly stated to the best of the information and belief of the person making the claim.
The form of a claim may require—
Part 18 of the Tax Regulations (Enquiries) shall, with necessary modifications, apply to claims not included in a return.
A late election under Article 32(4) (Group Relief), Article 40 (Double Taxation Relief), Article 78(3) (Captive Insurance Companies) or Article 84 (Special Exempt Status) may be accepted by the Director of Tax where he is satisfied, on receipt of a written application for the purpose, that there was a reasonable cause why the election could not be made in time and it was made thereafter without unreasonable delay.
An application under Article 46 shall be made in the return for the Accounting Period during which the reorganisation or reconstruction occurred and must contain the following information—
The rules set out herein shall be referred to as the QFCA Rules. These QFCA Rules are made pursuant to Article 12 of the QFC Authority Regulations.
The QFCA Rules shall apply to all Licensed Firms and where specified in Table 1 below to Authorised Firm in respect of a Relevant Requirement. The QFCA Rules also apply to Applicants, as relevant, and references to Licensed or Authorised Firms shall include, where the context requires, Applicants to become Licensed or Authorised Firms.
TABLE 1 : QFCA RULES APPLICABLE TO AUTHORISED FIRMS
| PART/RULES |
Part 2 : General Rules General Rule 3.3, General Rule 5, General Rule 6, General Rule 7 and General Rule 10.7 |
Part 5 : Compliance And Enforcement Rules |
In the QFCA Rules, a reference to :
The headings in the QFCA Rules shall not affect its interpretation.
A reference in a rule or other part or Schedule of the QFCA Rules to a paragraph, sub-paragraph or rule by number or letter only, and without further identification, is a reference to a paragraph, sub-paragraph or rule of that number or letter contained in the rule or other part or Schedule of the QFCA Rules in which that reference occurs.
Each of the Schedules to the QFCA Rules shall have effect as if set out in the QFCA Rules and reference to QFCA Rules shall include reference to the Schedule.
Any reference in QFCA Rules to "include", "including", "in particular", "for example", "such as" or similar expressions shall be considered as being by way of illustration or emphasis only and are not to be construed so as to limit the generality of any words preceding them.
The terms used in these QFCA Rules shall have the meanings set out below. If any term is not defined it shall have the meaning set out in INAP.
"AML Regulations" means the QFC Anti Money Laundering Regulations.
"AML Rules" means the rules made under the AML Regulations.
"AML/CFT Law" means Law No. (4) of 2010 on Anti-Money Laundering and Combating the Financing of Terrorism.
"AML/CFT Rules" means the Anti-Money Laundering and Combating Terrorist Financing Rules 2010 of the QFC Regulatory Authority.
"Applicant" means a body corporate, partnership or unincorporated association which is the subject of an application for a QFCA Licence or QFC Regulatory Authority Authorisation.
"Application" means an application for a QFCA Licence or QFC Regulatory Authority Authorisation.
"Authorised Firm" means a person authorised by the QFC Regulatory Authority to engage in Regulated Activities as set forth in Article 23 of QFC Financial Services Regulations.
"Business Day" means any day which is not a Friday, a Saturday or a public holiday in the State of Qatar.
"CER Rules" means the Compliance and Enforcement Rules set out in Part 5 of these QFCA Rules.
"Client" means any person who enters into a transaction with a Licensed Firm in respect of a Non-Regulated Activity, including the receipt of advice and any other business or service undertaken by a Licensed Firm in the course of carrying out a Non-Regulated Activity in or from the QFC.
"Client Money" means all money held or received by a Licensed Firm
"COB Rules" means the conduct of business rules set out in Part 3 of these QFCA Rules.
"Controller Notice" means a notice relating to a change in control of a Licensed Firm or Parent Entity of a Licensed Firm as required under General Rule 8.3.
"Eligible Bank" has the meaning given by INAP.
"Firm-Related Distribution Event" means in relation to a Licensed Firm:
"General Rules" means the general rules set out in Part 2 of these QFCA Rules.
"Group" has the meaning given by INAP.
"INAP" means the Interpretation and Application Rulebook of the QFC Regulatory Authority.
"LFAR" means Licensed Firm Asset Rules set out in Part 4 of these QFCA Rules.
"Licensed Firm" means a person licensed by the QFCA to engage in Non-Regulated Activities in or from the QFC, and that is not an Authorised Firm.
"Local Licensed Firm" means a Licensed Firm which is a QFC Entity.
"Non-Local Licensed Firm" means a Licensed Firm which is not a Local Licensed Firm.
"Non-Regulated Activities" has the meaning set out at Article 110 of the QFC Financial Services Regulations.
"Objectives" mean the Objectives of the QFCA pursuant to Article 6 of the QFC Authority Regulations.
"Parent Entity" has the meaning set out in Article 110 of the QFC Financial Services Regulations.
"Person" means any person and includes a natural or legal person, body corporate, or body unincorporated, including a branch, company, partnership, unincorporated association or other undertaking, government or state.
"Protected Item" means a communication between a professional legal adviser and his Client or any Person representing his Client, which is made either in connection with the giving of legal advice to the Client or in connection with, or in contemplation of, legal proceedings (including the exercise of powers by the QFCA under relevant Regulations, or in proceedings before the Relevant Review Body) and for the purposes of those proceedings.
"QFCA" means the Qatar Financial Centre Authority.
"QFC Law" means Law No. (7) of Year 2005.
"QFC Entity" means a Company incorporated under the Companies Regulations or a Limited Liability Partnership incorporated under the Limited Liability Partnership Regulations."QFCA Licence" means a licence, approval or authorisation to operate in the QFC issued by the QFCA pursuant to Article 11.1 of the QFC Law.
"QFCA Rule" means any rules made by the QFCA pursuant to Article 12 of the QFC Authority Regulations.
"QFC Authority Regulations" means the QFC Authority Regulations, No 9 of 2005, as amended from time to time.
"Regulations" means Regulations enacted by the Minister in accordance with Article 9 of the QFC Law;
"Relevant Requirement" has the meaning set out in CER Rule 6.1 in relation to Regulations or rules administered by the QFCA.
"Relevant Review Body" has the meaning set out in the CER Rule 3.1.2.
"Senior Executive Function" has the meaning set out in General Rule 11.2.
"Third Party-Related Distribution Event" has the meaning set out in the QFC Regulatory Authority Interpretation and Application Rulebook.
The QFCA Rules in Part 2 shall be referred to as the General Rules and shall apply to all Licensed Firms, and where specified herein to Authorised Firms in respect of a Relevant Requirement.
This General Rule 2 applies to a Licensed Firm that is not an Authorised Firm.
In order to become and remain a Licensed Firm, a Person shall ensure it is and remains fit and proper and complies with any Regulations and Rules as well as the QFCA Rules that may apply to the particular type of Non-Regulated Activities undertaken and shall conduct itself at all times in a manner that (A) reflects and promotes the spirit, purpose and Objectives of the general principles set out in Schedule 1 (the "Principles"), and (B) does not harm or hinder the QFCA in achieving its Objectives, strategies and priorities.
Pursuant to Article 21(1) of the QFCA Regulations, the QFCA shall have the discretion and power to reject an Application if the QFCA considers, after review of the Application, that the Application does not meet the Objectives, strategies and priorities set by the QFCA from time to time (including, but not limited to, the consideration of the existing number and composition of Licensed Firms in the QFC), taking into account the matters set out in Article 21(2) of the QFCA Regulations.
This General Rule 3 applies to a Licensed Firm and where specified, to an Authorised Firm in respect of a Relevant Requirement.
A Licensed Firm must not misrepresent its status expressly or by implication.
Without prejudice to any other provision of these Rules all communications made by a Licensed or Authorised Firm to the QFCA whether pursuant to any Regulations, Rules, or otherwise shall be made by an employee (officer or otherwise) of the Licensed or Authorised Firm authorised to make such communication to the QFCA and shall be in English unless otherwise permitted by the QFCA.
All internal procedures, records or other documentation created by the Licensed or Authorised Firm shall be in English.
Without prejudice to the rights set out at Article 25 of the QFCA Regulations, the QFCA shall make arrangements for the prompt, efficient, impartial and independent investigation of complaints made against it arising out of the exercise, or failure to exercise, any of its functions under Articles 19 or 21 of the QFCA Regulations.
The QFCA shall make public its register of Licensed Firms licensed to conduct Non-Regulated Activities including a register of individuals undertaking a Registered Function at a Licensed Firm.
The QFCA registers will be maintained in electronic form in English and extracts of the registers will also be made available at the premises of the QFCA during normal business hours, upon application and payment of the prescribed fee set forth in Schedule 4 (Fees) or otherwise prescribed by notice.
An extract of information from the registers maintained by the QFCA under General Rule 3.5, in relation to any particular Licensed Firm and individuals undertaking Registered Functions, upon application and payment of the prescribed fee, is prima facie evidence of the matters stated in it.
This General Rule 4 applies to a Licensed Firm that is not an Authorised Firm.
Unless a QFCA Rule states otherwise, a Licensed Firm must ensure that each notification it provides to the QFCA:
A notification must be submitted to the QFCA:
Where a QFCA Rule does not specify a specific signatory, any notification or submission of a report must be signed by the individual performing the Senior Executive Function or a Director of the Licensed Firm or other authorised signatory.
A Licensed Firm must provide the QFCA with reasonable advance notice of any change in:
A Local Licensed Firm must provide the QFCA with prior notice of the establishment or closure of a branch office anywhere in the world from which it carries on services.
A Licensed Firm must advise the QFCA immediately if it becomes aware of any matters that have occurred or may occur in the foreseeable future that could materially impact on the Licensed Firm's ability to provide adequate services to its Client and/or to continue in business and/or have a significant adverse impact on the reputation of the Licensed Firm or of the QFC.
A Licensed Firm must notify the QFCA immediately if one of the following events arises in relation to its activities in or from the QFC:
A Licensed Firm must notify the QFCA immediately if:
This General QFCA Rule 5 applies to a Licensed Firm and to an Authorised Firm in respect of a Relevant Requirement.
Where a QFCA Rule does not specify a specific signatory, the report must be signed by the individual performing the Senior Executive Function or a Director of the Licensed or Authorised Firm or other authorised signatory.
The reporting requirements relevant to Licensed or Authorised Firms are set out at Schedule 2.
This General Rule 6 applies to a Licensed Firm and to an Authorised Firm in respect of a Relevant Requirement.
A Licensed or Authorised Firm must maintain appropriate records of:
which are required under Relevant Requirements.
A Licensed or Authorised Firm must ensure records, however stored, are capable of reproduction on paper within a reasonable period not exceeding three (3) Business Days.
In maintaining records, a Licensed or Authorised Firm must have regard to any requirements for preservation, confidentiality, security and the frequency and ease of access required to records.
Subject to General Rule 3.3.2 the Licensed or Authorised Firm may maintain records created by third parties in any language. If those records are requested by the QFCA they must be reproduced in English within a reasonable period not exceeding three (3) Business Days of the date of the request.
Unless otherwise stated in a specific provision, records and documents must be maintained by the Licensed or Authorised Firm for at least six (6) years.
This General Rule 7 applies to a Licensed Firm and to an Authorised Firm in respect of a Relevant Requirement.
If a Licensed or Authorised Firm wishes to apply for a Waiver or Modification Notice, it must apply in writing to the Legal Department of the QFCA.
The application for a Waiver or Modification Notice must contain:
An application for a Waiver or Modification Notice must be signed by the individual performing the Senior Executive Function or a Director of the Licensed or Authorised Firm.
A Licensed or Authorised Firm must immediately notify the QFCA if it becomes aware of any material change in circumstances which may affect the application for a Waiver or Modification Notice.
The QFCA will acknowledge an application for a Waiver or Modification Notice and may request further information. The time taken to determine the application will depend upon the issues it raises.
An application for a Waiver or Modification Notice may be withdrawn at any time up until the giving of the Waiver or Modification Notice. In doing so, a Licensed or Authorised Firm should provide reasons for withdrawing the application.
The QFCA must be satisfied, when giving a notice under this General Rule 7 in relation to a Person, that:
If a Waiver or Modification Notice directs that a Relevant Requirement is to apply to a Licensed or Authorised Firm with modifications, then failure to comply with the modified requirement constitutes a contravention under the QFCA Regulations.
If a Waiver or Modification Notice is given subject to a condition, then failure to comply with the terms and conditions constitutes a contravention under the QFCA Regulations.
A Licensed or Authorised Firm must immediately notify the QFCA if it becomes aware of any material change in circumstances which could affect the continuing relevance of a Waiver or Modification Notice.
Unless the QFCA is satisfied that it is inappropriate or unnecessary to do so, it must publish a Waiver or Modification Notice given under General Rule 7.5 in such a way (including publication on its website) as it considers appropriate for bringing the notice to the attention of:
The QFCA may on the application of the Person to whom it applies, or on its own initiative:
Any decision of the QFCA with respect to the granting or refusal of a waiver or modification of a Relevant Requirement may be referred to the Relevant Review Body by the Person to whom the waiver or modification relates (or would relate if granted).
This General Rule 8 applies to:
For the purposes of these QFCA Rules, the definition of "Control" shall follow that set out at Article 37 of the QFC Financial Services Regulations..
A Licensed Firm must provide information on its Controllers in the form and in the manner required by QFC Form Q01.
A Licensed Firm must establish and maintain systems and controls to enable it to:
A Controller Notice must be submitted to the QFCA to notify the QFCA of an acquisition or cessation of Control in a Licensed Firm.
A Controller Notice must be in writing on any relevant QFC Form.
A Controller Notice must be accompanied by the information and documents as specified in any such QFC Form.
The QFCA may request such additional information or documents as it reasonably considers necessary in order to enable it to determine what action it should take in response to the Controller Notice.
A Controller Notice must be submitted by:
A Controller Notice must be submitted by the individual performing the Senior Executive Function, or a Director of the Licensed Firm or other authorised signatory.
A Controller Notice must be submitted to the QFCA in line with the provisions for notifications outlined in these General Rules.
A Controller Notice must be submitted to the QFCA not less than thirty (30) days in advance of the proposed acquisition or change in Control. Where this is not reasonably practicable, the Licensed Firm must submit the Controller Notice immediately upon becoming aware of the proposed or actual acquisition or change in Control.
The QFCA shall advise of any objections to the Controller Notice or conditions to the acceptance of the Controller Notice no later than 30 days following the date of delivery of the Controller Notice to the QFCA. If the QFCA does not send any objections or notice of conditions in writing to the Licensed Firm within thirty (30) days following such date the Controller Notice shall be deemed to have been accepted unconditionally by the QFCA. If the QFCA does advise the Licensed Firm of any objections or conditions of acceptance then it may call for such further information from the Licensed Firm and such other parties as it considers necessary or appropriate, and shall make a final determination within thirty (30) days of receipt of such information.
In considering whether to object to the Controller Notice or issue conditions to the acceptance of the Controller Notice, the QFCA may have regard to:
Any determination made by the QFCA pursuant to this General Rule 8.5 may be referred to the Relevant Review Body by the Licensed Firm to which the proposed change in control relates.
This General Rule 9 applies to a Licensed Firm that is not an Authorised Firm.
A Licensed Firm must keep accounting records with respect to all sums of money received and expended by the Licensed Firm and all sales and purchases of goods and services and other transactions by the Licensed Firm and the assets and liabilities of the Licensed Firm. Such accounting records must be sufficient to show and explain all transactions by the Licensed Firm and must be such to:
A Licensed Firm must maintain the accounting records, financial accounts and statements and auditors reports required under the Companies Regulations, the Limited Liability Partnership Regulations, any other applicable Regulations and this chapter for at least six (6) years from the date to which they relate.
A Licensed Firm must prepare and maintain all financial accounts and statements in accordance with IFRS, US GAAP, UK GAAP or such other principles or standards approved in writing by the QFCA.
Within four months of the end of the financial year, a Licensed Firm must:
A Licensed Firm must in addition to the requirements contained in the Companies Regulations, the Limited Liability Partnership Regulations, and other applicable Regulations ensure that its auditor:
Except as set forth in General Rule 10.7, this General Rule 10 applies to a Licensed Firm that is not an Authorised Firm.
Where a fee is payable for any Application to the QFCA, the Application may not be regarded as submitted until the fee has been paid in full.
Where an annual fee or supplementary fee in relation to ongoing supervision is due from a Licensed Firm under a provision of these Rules, it must be paid by the date upon which it falls due. Should a Licensed Firm fail to pay by the due date then, without limiting the right of the QFCA to take any other action, the sum due will be increased by 1% for each calendar month, or part of a calendar month, that it remains outstanding beyond the due date.
The QFCA may reduce, waive or refund all or part of any fee if, having considered the exceptional circumstances of a particular case, it deems it would be equitable to do so.
An Applicant seeking to conduct Non-Regulated Activities in or from the QFC and a Licensed Firm applying for a licence to conduct additional Non-Regulated Activities must pay to the QFCA:
Any Application and supplementary fees paid, whether in respect of an Applicant or Licensed Firm, are non-refundable, regardless of whether the Application is successful or not.
A Licensed Firm must pay to the QFCA:
Persons seeking extracts of information in accordance with General Rule 3.6 maintained in the public registers by the QFCA in relation to a Licensed Firm and Persons conducting Registered Functions must, upon application pay the fee prescribed in Schedule 4.
The QFCA may also charge fees as specified in Schedule 4 or otherwise by notice for various services requested by Licensed or Authorised Firms not mandated by any Relevant Requirement but are otherwise consistent with the QFCA's Objectives.
This General Rule 11 applies to a Licensed Firm that is not an Authorised Firm.
The function described in this General Rule 11.2 is a Registered Function for the purposes of QFCA Rules.
The Senior Executive Function is the function of having overall responsibility alone or jointly with one or more individuals:
The Senior Executive Function must be carried out by an individual who:
The Money Laundering and Terrorist Financing Reporting Function is required for a Licensed Firm that is a designated non-financial business or profession (within the meaning of the AML/CFT Rules).
Subject to General Rule 11.3.2, every Licensed Firm must have one individual registered to carry on the following functions:
If more than one individual is appointed to perform any of the Registered Functions listed in General Rule 11.4.1 the Licensed Firm must ensure that the allocation of responsibility for the purposes of General Rule 12.2 clearly avoids duplication or omission.
This General Rule 11 applies to a Licensed Firm that is not an Authorised Firm.
A Licensed Firm shall provide details to the QFCA of each person that shall conduct a Registered Function on behalf of the Licensed Firm, in writing on QFC Form Q01, signed by the individual who will be performing the Registered Function and a senior manager on behalf of the Licensed Firm.
For the purposes of General Rule 12.2.1 a Licensed Firm includes an Applicant for Licensed Firm status.
The Licensed Firm shall promptly inform the QFCA in writing of any change in the status, identity or qualifications of any individual conducting a Registered Function, together with any other matters referred to in the original QFC Form regarding the relevant individual which have changed since the original Application. This does not relieve the Licensed Firm from providing any required notice under the AML/CFT Law and the AML/CFT Rules to the Regulatory Authority.
This General Rule 13 applies to a Licensed Firm that is not an Authorised Firm.
Before registering an individual as conducting a Registered Function with the QFCA, a Licensed Firm must make reasonable enquiries as to an individual's fitness and propriety to carry out a Registered Function. When making an assessment of an individual to determine the fitness and propriety of the individual, a Licensed Firm should have regard to the individual's:
A Licensed Firm must not register an individual to conduct a Registered Function if it has reasonable grounds to believe that the individual is not fit and proper to carry out the Registered Function.
This General Rule 14 applies to a Licensed Firm that is not an Authorised Firm.
A Licensed Firm should carry out appropriate investigations as to skill, experience, background and qualifications of that individual having regard to the nature and complexity of the relevant Registered Function in the context of the Non-Regulated Activities carried on by the Licensed Firm.
A Licensed Firm may not assess an individual as competent to perform the Money Laundering Reporting Function unless it is satisfied that the individual has adequate knowledge of the AML Regulations and AML Rules.
A Licensed Firm may not assess an individual as competent to perform the Money Laundering and Terrorist Financing Reporting Function unless it is satisfied that the individual has adequate knowledge of the AML/CFT Law and the AML/CFT Rules.
A Licensed Firm must implement appropriate procedures to ensure that an individual it has assessed as competent is and remains competent taking into account the functions they perform and any changes to the products and services offered by the Licensed Firm and the types of Client with which the Licensed Firm deals.
This General Rule 15 applies to a Licensed Firm that is not an Authorised Firm.
An individual may carry on Registered Functions for more than one Licensed Firm provided that:
An individual may carry on more than one Registered Function for a Licensed Firm provided that the Licensed Firm is satisfied that the performance of such Registered Functions does not give rise to any internal or external conflicts of interest and is appropriate having regard to the nature, scale and complexity of the business carried on by that Licensed Firm.
This General Rule 16 applies to a Licensed Firm that is not an Authorised Firm that is conducting or intends to conduct the Professional Support Services below in or from the QFC.
An activity constitutes Professional Support Services under these QFCA Rules where it is an activity specified in General Rule 16.2.2 and such activity is carried on by way of business in the manner described in General Rule 16.2.4.
The activities for the purposes of General Rule 16.2.1 are:
Each kind of activity specified in General Rule 16.2.2:
A Licensed Firm carries on an activity specified in General Rule 16.2.2 by way of business only if he carries on that activity from a permanent place of business maintained by it in the QFC and engages in that activity in a manner which constitutes the carrying on of a business by it.
An individual does not carry on an activity specified in General Rule 16.2.2 by way of business if he or she carries on that activity solely as an employee or partner who is employed or appointed under a contract of service or partnership contract by a Licensed Firm.
A Person does not carry on an activity specified in General Rule 16.2.2 by way of business if that Person is a Body Corporate and carries on the activity solely as principal with or for other Bodies Corporate:
A person does not carry on an activity specified in General Rule 16.2.2 by way of business if such a person is an agency or other body created by or under the QFC or employed by the QFCA or QFC Regulatory Authority to the extent that it exercises a power to perform a function relating to the governance or regulation of the QFC.
In General Rule 16.2.2, providing Legal Services means the application of legal principles or judgment with regard to the circumstances of another Person, including but not limited to:
In General Rule 16.2.2 providing Accountancy Services means the application of accounting principles or judgment with regard to the circumstances of another Person, including but not limited to the following:
In General Rule 16.2.2 providing Tax Consulting Services means the provision of advice regarding taxation within the QFC, and taxation in one or more international jurisdictions, and includes without limitation the tax implications in any jurisdiction of any Permitted Activity undertaken by an Authorised Firm or a Licensed Firm.
In General Rule 16.2.2 providing Ship Broking and Agency Services means acting as an international shipbroker and/or shipping agent, including acting as intermediaries between ship owners and cargo interests or trading on their own account.
In General Rule 16.2.2 providing Credit Rating Services means the assessment and provision of credit ratings and related financial information services in relation to Persons whether located in the QFC or outside the QFC.
In General Rule 16.2.2 providing Classification Services means providing services for classification of vessels.
An Applicant seeking registration to provide Professional Support Services must apply to the QFCA to provide such services in or from the QFC by completing the relevant appendix to QFC Form Q01 relating to the particular Professional Support Service as well as any other documentation required for an Applicant. An Applicant wishing to provide Professional Support Services must provide detailed information relating to all relevant criteria for the relevant Professional Support Service as set out in Schedule 5 to these General Rules.
An Applicant seeking to provide Professional Support Services must be a body corporate or a partnership. The Licensed Firm can be established as a Limited Liability Company, a Limited Liability Partnership, a Branch or as permitted by other Regulations within the QFC.
When considering an Application for registration to provide Professional Support Services, the QFCA will consider an Applicant's responses to the requirements set out in Schedule 5 for a particular Professional Support Service.
The QFCA shall have discretion whether to recognise any regulatory body or professional body to which an Applicant is a member (a "Recognised Professional Body") and any rules of conduct or code of conduct to which the Applicant may subscribe ("Recognised Conduct Rules"). The QFCA may also consider any matter that may harm or may have harmed the integrity or the reputation of the QFC or the QFCA.
The QFCA may from time to time, if it considers it expedient, publish lists of Recognised Professional Bodies or Recognised Conduct Rules. An Applicant's membership of a Recognised Professional Body or compliance with Recognised Conduct Rules shall not mean that the QFCA shall or must provide the Applicant with a license to operate in or from the QFC.
Following consideration of an Application, and any supporting information that the QFCA may request, the QFCA may in its discretion grant a license to an Applicant to conduct Professional Support Services in or from the QFC. The QFCA may place as a condition of the grant of a license to a Licensed Firm, amongst any other conditions as the QFCA may consider necessary, the continued membership and good standing of the Licensed Firm with the Recognised Professional Body to which it or its affiliate is a member and/or the continued compliance of the Licensed Firm with particular Recognised Conduct Rules or such other rules as the QFCA may consider necessary, provided that any such conditions shall be set out in the relevant license.
Without prejudice to the general operating requirements under the QFCA Rules, and other Rules and Regulations of the QFC applicable to a Licensed Firm, a Licensed Firm conducting Professional Support Services shall follow any Recognised Conduct Rules applicable to it and any other requirements of the Recognised Professional Body to which it or its affiliate is a member, as may be required by the QFCA when granting a license pursuant to General Rule 16.4.6.
Licensed Firms providing Professional Support Services in or from the QFC shall keep a record of all employees and, where applicable, partners operating in or from the QFC that are registered or certified by any Recognised Professional Body, and shall provide to the QFCA a list of all such employees and partners as amended from time to time.
The Licensed Firm shall ensure that all employees and partners or other offices of the Licensed Firm shall comply with any training requirements of the Recognised Professional Body, including any requirements for continuing professional education, and shall maintain any registration or authorisation by the Recognised Professional Body. The QFCA may in its own discretion waive a requirement for an individual employed by a Licensed Firm who provides Professional Support Services to be registered or authorised by a Recognised Professional Body.
The Applicant or a Licensed Firm must inform the QFCA in writing as soon as it becomes aware of any change in the information provided pursuant to General Rule 16.4.1, or of any investigation of the activities or employees or officers of the Licensed Firm or any of its affiliates, whether based in Qatar or outside Qatar, by any regulatory body or professional body to which either the Licensed Firm or any of its affiliates is responsible or is a member. The Licensed Firm will cooperate with the QFCA and provide further information to the QFCA including any revised rules of professional conduct or code of conduct to which the Licensed Firm complies.
Without prejudice to any other Rules and Regulations of the QFC, if a Licensed Firm loses its membership of a Recognised Professional Body the QFCA may suspend or withdraw the Licensed Firm's licence. If a Licensed Firm is the subject of an investigation by a Recognised Professional Body, the QFCA may provide any information it holds regarding the Licensed Firm to the Recognised Professional Body or its advisers.
| Principle 1 Integrity |
A Licensed Firm should observe high standards of integrity in the conduct of its business. |
| Principle 2 Skill, Care and Diligence |
A Licensed Firm should act with due skill, care and diligence in the conduct of its business. |
| Principle 3 Management |
A Licensed Firm should ensure that its affairs are managed effectively by its senior management. |
| Principle 4 Systems and Controls |
A Licensed Firm should have effective systems and controls including risk management systems and adequate human and technological resources. |
| Principle 5 Financial Prudence |
A Licensed Firm should maintain adequate financial resources. |
| Principle 6 Market Conduct |
A Licensed Firm should observe proper standards of market conduct. |
| Principle 7 Clients' Interests |
A Licensed Firm should have due regard to its Clients' interests and treat them fairly. |
| Principle 8 Communications with Clients |
A Licensed Firm should pay due regard to the information needs of its Clients and communicate information to them in a way which is clear, fair and not misleading. |
| Principle 9 Conflicts of Interest |
A Licensed Firm should manage conflicts of interest fairly, both between itself and its Client, and between a Client and another Client, and must organise its affairs such that conflicts can be identified. |
| Principle 10 Relationship of Trust |
A Licensed Firm should discharge faithfully a responsibility of trust toward a Client, including, taking reasonable care to ensure the suitability of its advice and discretionary decisions for any Client who is entitled to rely upon its judgment. |
| Principle 11 Client Assets |
A Licensed Firm should arrange adequate protection for Clients' assets when it is responsible for them in accordance with the responsibility it has accepted. |
| Principle 12 Confidentiality |
A Licensed Firm should ensure that information of a confidential nature received in the course of dealings with its Clients is treated in an appropriate manner. |
| Principle 13 Relations with the QFCA |
A Licensed Firm should deal with all relevant rules and regulations in an open and cooperative manner and keep the QFCA promptly informed of anything relating to the Licensed Firm, of which the QFCA would reasonably expect notice. |
| REFERENCE | REPORT | FREQUENCY | DUE DATE | FIRM |
| General Rule 9.4 | Financial Statements and Auditors Annual Report | Annually | Within four (4) months of the end of its financial year | Licensed Firm |
| General Rule 9.5.1(D) | Client Money Auditors Report | Annually | Within four (4) months of the end of its financial year | Licensed Firm that holds Client Money |
| General Rule 9.6.1 | Controllers Report | Annually | Within four (4) months of the end of its financial year | Licensed Firm |
| Subject of record | When | Retention Period |
| Accounting records, financial accounts and statements and auditor reports | On making the record | Six (6) years from the date to which they relate |
| Auditors qualification and approval | On appointment of the auditor | Six (6) years following the cessation of appointment of the auditor |
| Subject of record | When | Retention Period |
| Suitability and competence of individual to conduct Registered Functions | When assessing suitability and competence | Six (6) years after the individual ceases to perform the relevant Registered Function |
| Assessment of competency | When assessing competency | Six (6) years from the date on which the steps were taken |
| Subject of record | When | Retention Period |
| Any complaint received pursuant to COB Rule 6.2 | On receiving complaint | Six (6) years after date of complaint |
| Non-regulated Activity | (US$) |
| Accountancy services | 5,000 |
| Administration of companies | 5,000 |
| Administration of trusts | 5,000 |
| Classification services and credit rating services | 5,000 |
| Company headquarters, management operations and treasury operations | 5,000 |
| General management consulting services | 5,000 |
| Holding companies | 5,000 |
| Legal services | 5,000 |
| Ship broking and shipping agents | 5,000 |
| Tax consultancy services | 5,000 |
| Non-regulated Activity | (US$) |
| Accountancy services | 5,000 |
| Administration of companies | 5,000 |
| Administration of trusts | 5,000 |
| Classification services and credit rating services | 5,000 |
| Company headquarters, management operations and treasury operations | 5,000 |
| General management consulting services | 5,000 |
| Holding companies | 5,000 |
| Legal services | 5,000 |
| Ship broking and shipping agents | 5,000 |
| Tax consultancy services | 5,000 |
When assessing an Application to conduct a Professional Support Service or other Non-Regulated Activity as the QFCA may determine on a case by case basis the QFCA may consider any of the following criteria, as well as any other criteria which in its sole discretion it considers relevant in order to further the QFCA's Objectives in Article 5 of the QFC Law to establish, develop and promote the QFC as a leading location for international finance and business with a legal and regulatory structure that complies with international best practice.
The QFCA Rules in Part 3 shall be referred to as the Conduct of Business Rules (the "COB Rules").
The provisions of these COB Rules apply to a Licensed Firm that is not an Authorised Firm.
Without limiting the provisions of these Rules, a Licensed Firm must conduct its business in accordance with the principles set out in the General Rules.
When a Licensed Firm communicates information to a Client, the Licensed Firm must take reasonable steps to communicate the information in a way which is clear, fair and not misleading.
A Licensed Firm must not, in any form of communication with a Client, attempt to avoid or limit any duty or liability it may have to that Client or any other person under a Relevant Requirement.
A Licensed Firm will be taken to comply with any Rule in these COB Rules that requires the Licensed Firm to obtain information to the extent that the Licensed Firm can show that it was reasonable for the Licensed Firm to rely on information provided to it in writing by another Person.
In COB Rule 3.2.1, it will be reasonable for the Licensed Firm to rely on any information provided to it in writing by a Person if it reasonably believes that the Person is competent to provide the information, unless the Licensed Firm is aware, or ought reasonably to be aware, of any fact or facts that would give the Licensed Firm reasonable grounds to question the accuracy of any such information.
Before a Licensed Firm communicates any marketing material to a Client it must ensure that the material is accurate and not misleading.
A Licensed Firm must refrain from disclosing outside the Licensed Firm any confidential information acquired in the conduct of its business without proper and specific authority unless there is a professional or legal duty to disclose.
A Licensed Firm must establish systems and controls to identify and manage any actual and potential conflict of interest and material interest to ensure that all of its Clients are fairly treated and not prejudiced by any such interests.
Where a Licensed Firm has knowledge of a conflict or a material interest, it must manage that interest by:
If a Licensed Firm determines that it is unable to manage a conflict of interest or material interest using one of the methods described in COB Rule 4.1.2 it must decline to act for the Client.
A Licensed Firm must ensure that neither it nor its employees offers, gives solicits or accepts any inducement which is likely to conflict to a material extent with any duty that it owes to its Clients.
A Licensed Firm must establish and operate appropriate and effective written internal complaints handling procedures for dealing with complaints made against it by Clients in relation to Non-Regulated Activities (whether justified or not) fairly, efficiently and with due diligence and consideration.
The internal complaints handling procedures referred to in COB Rule 5.1.1 must provide for:
A Licensed Firm must take reasonable steps to ensure that all relevant Employees are aware of the Licensed Firm's internal complaint handling procedures and must endeavour to ensure that they act in accordance with them.
A Licensed Firm's systems and controls must include appropriate management controls to ensure that:
A Licensed Firm must make and retain records of complaints (where the complaint is in writing) and, even where the complaint is not in writing, it must make and retain records of the handling of the complaint for at least six (6) years from the date of its receipt of the complaint.
The QFCA Rules in Part 4 shall be referred to as the Licensed Firm Assets Rules (the "LFAR") and shall apply to a Licensed Firm that is not an Authorised Firm.
The QFCA considers that the proper safeguarding of money and other assets belonging to Clients is essential to the pursuit of its Objectives.
This LFAR sets out the requirements applicable to Licensed Firms in relation to the proper safeguarding of money and other assets belonging to Clients.
Failure by a Licensed Firm to comply adequately with this Rulebook is likely to impact on the QFCA's assessment of that Licensed Firm's fitness and propriety pursuant to General Rule 2.
When a Rule in this LFAR requires information to be sent to a Client, a Licensed Firm must provide that information directly to the Client and not to another Person, unless the Licensed Firm has a written instruction from the Client requiring or permitting the Licensed Firm to provide the relevant information to that other Person, so long as the recipient is not connected with the Licensed Firm.
This chapter applies to every Licensed Firm that holds Client Money.
For the purposes of Rule 4.1.1 of the LFAR, Client Money is held by a Licensed Firm if it is:
All money held or received by a Licensed Firm from or on behalf of a Client in the course of, or in connection with, the carrying on of any Non-Regulated Activity in or from the QFC is Client Money, except where such money that is immediately due and payable by the Client to the Licensed Firm for its own account.
For the purposes of Rule 4.2.1 of the LFAR, money which is immediately due and payable to a Licensed Firm for its own account includes money which is paid to the Licensed Firm (including by being deducted from Client Money held by the Licensed Firm) in settlement of fees, including fees for services provided to a Client, expenses of the Licensed Firm incurred and payable by the Licensed Firm and other charges that are due and payable to the Licensed Firm.
For the purposes of this chapter, the expression 'money' includes any right, instruction or direction to pay or be paid money or money's worth.
All Client Money held by a Licensed Firm shall be subject to a trust (and the Licensed Firm shall be the trustee of that trust). Any Client Money held pursuant to that trust shall be held on the following terms:
A Client Bank Account is an account:
Where a Licensed Firm holds Client Money it must ensure, except where otherwise provided in Rule 4.4 or Rule 4.5 of the LFAR, that the Client Money is paid into one or more Client Bank Accounts as soon as possible and in any event within one (1) Business Day of receipt.
If the Client Money is received by a Licensed Firm in the form of an automated transfer, it must take reasonable steps to ensure that:
If a Licensed Firm receives a mixed remittance (part Client Money and part other money), it must:
The requirement for a Licensed Firm to pay Client Money into a Client Bank Account does not apply with respect to Client Money:
A Licensed Firm must have procedures for identifying Client Money received by it and for promptly recording the receipt of the money either in the books of account or a register for later posting to the Client cash book and ledger accounts. The procedures must cover Client Money received by the Licensed Firm through the mail, electronically or via agents of the Licensed Firm or through any other means.
Subject to Rule 4.5.2 of the LFAR, a Licensed Firm must not deposit its own money into a Client Bank Account.
A Licensed Firm must not hold money other than Client Money in a Client Bank Account unless it is:
A Licensed Firm must maintain systems and controls for identifying money that is not permitted to be in a Client Bank Account and for transferring any such money which is in a Client Bank Account out of that account without delay.
A Licensed Firm must have procedures for ensuring all withdrawals from a Client Bank Account are authorised.
Subject to Rule 4.6.3 of the LFAR, Client Money held by a Licensed Firm must remain in a Client Bank Account, until it is:
whereupon it shall cease to be Client Money and the Licensed Firm's obligations as trustee in respect of such money shall cease.
Money paid out by way of cheque or other payable order under Rule 4.6.2 of the LFAR must remain in a Client Bank Account until the cheque or payable order is presented to the Client's bank and cleared by the paying agent.
Before, or as soon as reasonably practicable after, a Licensed Firm receives Client Money, it must notify the Client on whose behalf the Client Money is held in writing of the terms on which such Client Money is held.
A Licensed Firm must send a statement to the Client quarterly or at such other intervals as are agreed in writing with the Client.
The statement must include:
The statement sent to the Client must be prepared within one (1) calendar month of the statement date.
A Licensed Firm must maintain a system to ensure that accurate reconciliations of the Client Bank Accounts in which Client Money is held are carried out, as frequently as necessary to ensure the accuracy of its records, and no less than once as at the close of the last Business Day of each calendar month.
A Licensed Firm must:
A Licensed Firm must perform the reconciliations required pursuant to Rule 4.9.2 of the LFAR within ten (10) Business Days of the date to which the reconciliation relates.
The Licensed Firm must notify the QFCA immediately where there has been a material discrepancy with the reconciliation which has not been rectified within one (1) Business Day following the day on which that discrepancy was identified.
A Licensed Firm that holds Client Money must arrange for its auditors to prepare a report and submit it to the QFCA in accordance with General Rule 9.5.1(D).
A Licensed Firm must maintain records:
A Licensed Firm must maintain proper books and accounts based on the double-entry booking principle. They must be legible, up to date and contain narratives with the entries which identify and provide adequate information about each transaction to which this rulebook applies. Entries must be made in chronological order and the current balance must be shown on each of the Licensed Firm's ledgers.
A Licensed Firm must maintain a master list of all of its Client Bank Accounts.
The details of a Client Bank Account must be documented and maintained in the master list for at least six (6) years following the closure of the relevant Client Bank Account.
A Licensed Firm must maintain adequate records of all cheques and payment orders received in accordance with Rule 4.4.6(A) of the LFAR.
Except as otherwise stated, all records maintained by a Licensed Firm pursuant to this chapter must be kept for at least six (6) years.
This chapter applies to every Licensed Firm that holds Client Money.
Following the occurrence of a Firm-Related Distribution Event in relation to a Licensed Firm, that Licensed Firm must distribute Client Money in the following order of priorities (subject to the deduction of any fees payable to the insolvency practitioner or other similar official that has responsibility for distributing such Client Money):
Following the occurrence of a Firm-Related Distribution Event in relation to a Local Firm, if the amount of Client Money held in the Licensed Firm's Client Bank Accounts is insufficient to satisfy the valid claims against the Licensed Firm of any Clients in respect of money owed to them by the Licensed Firm that is Client Money, all other assets beneficially owned by the Licensed Firm shall be used to satisfy any outstanding amounts remaining payable to such Clients in respect of those claims that have not been satisfied from the application of Rule 5.2.1(A) of the LFAR in priority to all of the Licensed Firm's other creditors other than those that have a prior ranking security interest in such assets.
To the extent that the above requirements are inconsistent with the Insolvency Regulations, the above requirements will prevail.
When Client Money is held by a Licensed Firm in a Client Bank Account with a Eligible Bank, the Licensed Firm continues to owe fiduciary duties to the Client by virtue of the trust constituted under Rule 4.3 of the LFAR. However, a Licensed Firm will not be held responsible for a shortfall in Client Money arising as a result of or in connection with a Third Party-Related Distribution Event, provided that the Licensed Firm has complied with its fiduciary duties, including its duty to exercise proper care and skill in:
Subject to compliance with these fiduciary duties, the Licensed Firm is therefore not required to make good any such shortfall (although it may, of course, choose to do so in the interests of its relationship with the relevant Clients).
Following the occurrence of a Third Party-Related Distribution Event in relation to a Eligible Bank:
These QFCA Rules shall be referred to as the Compliance and Enforcement Rules (the "CER Rules") and shall apply to all Licensed Firms or Authorised Firms.
Any term not defined in these Rules shall have the meaning set out in the QFC Financial Services Regulations, except that references to QFC Regulatory Authority, as relevant, shall refer instead to the QFCA.
For the purposes of the CER Rules, "Customer" has the meaning set out in QFC Regulatory Authority Interpretation and Application Rulebook.
For the avoidance of doubt, the responsibilities of the Employment Standards Office and Immigration Office set forth in the QFC Employment Regulations and QFC Immigration Regulations, respectively, to ensure compliance with and enforce the requirements of such Regulations shall be exercised by the Legal Department of the QFCA.
The QFCA may require the production in the QFC or (subject to CER Rule 3.1.2) elsewhere of:
within such timetable and in such form and manner as the QFCA may reasonably require.
The court, tribunal or other judicial body established under the QFC Law and empowered to hear matters arising under these Rules (hereinafter referred to as the "Relevant Review Body") may on Application by the QFCA order that the QFCA may make a requirement under CER Rule 3.1.1 in respect of a Person outside the QFC (whether in the State or otherwise).
The QFCA may enter the premises of Licensed or Authorised Firm in the QFC at any time for the purpose of inspecting and copying information or documents stored in any form in respect of matters within its jurisdiction on such premises.
The Licensed or Authorised Firm to which CER Rules 3.1.1 or 3.1.3 relates must give the QFCA all such assistance as the QFCA may reasonably require.
Subject to CER Rule 3.1, the QFCA may, by notice in writing given to a Licensed or Authorised Firm require the production to the QFCA of a report by a person nominated by the QFCA pursuant to CER Rule 3.2.3 ("Nominated Person") on any matter relating to the conduct of a Permitted Activity.
The QFCA may require any such report to be in such form as may be specified in the notice issued under CER Rule 3.2.1.
The Nominated Person appointed to make any report required by CER Rule 3.1.1 must be nominated or approved by the QFCA.
Where a report under CER Rule 3 has been required, the Licensed or Authorised Firm to whom a notice has been given must give the Nominated Person all such assistance as that Nominated Person may reasonably require.
The obligation in CER Rule 3.1.4 is enforceable on Application by the QFCA to Relevant Review Body.
The costs of providing a report under CER Rule 3 shall be borne by the Licensed or Authorised Firm to whom a notice has been given under CER Rule 3.1.1.
If it appears to the QFCA that there is a good reason for doing so, the QFCA may appoint one or more competent Investigators, who may be or include employees of the QFCA, to conduct investigations into a suspected contravention of a Relevant Requirement as defined in CER Rule 6.1 and to report to the QFCA accordingly
The QFCA must give written notice of the appointment of an Investigator to all Persons subject to investigation, unless it believes that giving such notice would risk frustrating the investigation in a material way. Any such notice must specify the purpose of and reason for the investigation.
A Licensed or Authorised Firm under investigation is entitled to legal representation during the course of an investigation under CER Rule 3.3.
The QFCA shall pay the costs and expenses of an investigation save that, where, as a result of an investigation under CER Rule 3.3, the Licensed or Authorised Firm under investigation is found to have contravened a Relevant Requirement, the QFCA or, where appropriate, the Relevant Review Body may order that the Licensed or Authorised Firm must pay the QFCA in respect of the whole or any part of the costs and expenses of the investigation.
An Investigator appointed under CER Rule 3.3 must, unless the investigation is discontinued for any reason, make a written report of his investigation to the QFCA.
In support of an investigation, the QFCA may require, by written notice, any Licensed or Authorised Firm, including any officer, employee or agent of such Firm (hereinafter "Relevant Person"):
The QFCA may require the Relevant Person to give such information or produce such documents within such reasonable time period and/or at such a specified place as detailed in the written notice given under CER Rule 3.4.2.
A Relevant Person providing information or documentation to the QFCA whether pursuant to a Relevant Requirement or voluntarily, will not be subject to any liability, nor any breach of duty by virtue of having done so provided that the Person has acted in good faith and in the reasonable belief that the information or documentation is relevant to any of the functions of the QFCA under the Relevant Requirement.
Where the QFCA is conducting an investigation under CER Rule 3.3 or CER Rule 3.4 and has reasonable grounds for believing that an individual conducting a Registered Function may have engaged in conduct that would form grounds for the withdrawal or variation of that individual's status, it may, upon written notice to both the individual and the relevant Licensed or Authorised Firm, suspend or vary that individual's approved status for the duration of the investigation and/or and related proceedings insofar as such investigation or proceedings relate to that individual.
Where the QFCA is conducting an investigation into a Licensed or Authorised Firm under CER Rule 3.3 it may apply to the Relevant Review Body for an order that all or any of the assets, books and records of such Firm be preserved and not moved or otherwise dealt with.
A statement made, information given or documents produced in compliance with a request under this Part shall be admissible in evidence in any proceedings before the Relevant Review Body, provided it also complies with any requirements governing the admissibility of evidence in the relevant proceedings.
The QFCA may apply to the Relevant Review Body to assist in the enforcement of the QFCA's powers in this CER Rule 5.
The Relevant Review Body shall provide such assistance as it considers appropriate in the circumstances and in accordance with its powers, including the imposition of financial penalties for contraventions in accordance with relevant QFC Regulations and these CER Rules and the issue of search orders and orders for the seizure of documents and/or information.
Subject to CER Rule 3.8, it is not a reasonable excuse for a Licensed or Authorised Firm to refuse or fail to:
pursuant to any requirement under these CER Rules, on the grounds that any such information or document or answer, as the case may be, might tend to incriminate the Relevant Person or make such Person liable to a financial penalty.
A Relevant Person may not be required under these CER Rules to produce, disclose or permit the inspection of Protected Items.
A communication or item is not a Protected Item if it is held with the intention of furthering a criminal purpose.
A Relevant Person shall not engage in conduct, including:
that is intended to obstruct the QFCA in the exercise of its powers under the Relevant Requirement. The intention to obstruct need not be the sole purpose, it is sufficient if the dominant purpose was the intention to obstruct.
If the QFCA considers that a Licensed or Authorised Firm has contravened a Relevant Requirement the QFCA may publish a statement to that effect.
If the QFCA considers that a Licensed or Authorised Firm has contravened a Relevant Requirement, it may impose on it a financial penalty, in respect of the contravention, of such amount as it considers appropriate.
The QFCA may not in respect of any contravention impose a financial penalty under this CER Rule 4.2 in respect of any matter for which the Licensed or Authorised Firm has already been sanctioned by the Relevant Review Body.
A penalty under these CER Rules is payable to the QFCA unless the QFCA determines otherwise.
Any penalty that is not paid within the period stipulated by the QFCA may on application to the Relevant Review Body be recovered by the QFCA as a debt.
The QFCA may publish a statement describing the contravention to which this CER Rule relates and the amount of any financial penalty imposed.
The QFCA may by written notice require a Licensed or Authorised Firm to appoint one or more individuals to act as managers of the business of such Firm on such terms as the QFCA may specify in any such notice.
The individual or individuals appointed to act as managers of the business of the Person under CER Rule 4.3.1 must be nominated or approved by the QFCA.
The QFCA may by written notice require a Licensed or Authorised Firm to give the QFCA a legally enforceable undertaking in such terms as the QFCA shall specify in any such notice. Such terms may include an undertaking by the Person to refrain from engaging in any particular type of conduct.
The Licensed or Authorised Firm may withdraw or vary the undertaking at any time, but only with the consent of the QFCA.
If the QFCA is satisfied that the Licensed or Authorised Firm who gave the undertaking has been in breach of any of its terms, it may apply to the Relevant Review Body for an order directing such Firm to comply with the relevant terms of the undertaking or any other order that the Relevant Review Body considers appropriate.
The QFCA may by written notice:
prohibit a Licensed or Authorised Firm from:
require a Licensed or Authorised Firm to carry on business or conduct itself in a specified manner; or
If the QFCA is satisfied that a Licensed or Authorised Firm:
the QFCA may apply to the Relevant Review Body for an order restraining such contravention.
If the QFCA is satisfied that:
the QFCA may apply to the Relevant Review Body for an order requiring such Firm to take such steps as it may direct to remedy the contravention.
If the QFCA is satisfied that a Licensed or Authorised Firm may have:
the QFCA may apply to the Relevant Review Body for an order restraining the Person from disposing of, or otherwise dealing with, any of its assets.
If the QFCA is satisfied that a Licensed or Authorised Firm has contravened a Relevant Requirement, or been knowingly concerned in the contravention of a Relevant Requirement, and
then the QFCA may apply to the Relevant Review Body for an order requiring the Person concerned to pay to the appropriate Person or distribute among the appropriate Persons such amount as appears to the QFCA to be just, having regard to the profits appearing to the QFCA to have accrued and/or to the extent of the loss or other adverse effect suffered.
The QFCA may make Rules giving Persons generally or particular categories of Persons who have suffered loss or damage as a result of the contravention by a Licensed or Authorised Firm of a Relevant Requirement the right to apply to the Relevant Review Body for a restitution order or any other awards permissible under the Relevant Requirement against such Firm.
If the QFCA exercises any of its disciplinary powers under this CER Rule 4, the Person concerned may, within twenty eight (28) days of receipt of a Decision Notice in accordance with CER Rule 5.2, or such longer period as may be advised by the QFCA in such notice, refer the matter to the Relevant Review Body.
The QFCA may intervene as a party in any proceedings before the Relevant Review Body where it considers such intervention appropriate.
Where the QFCA so intervenes it shall, subject to any other law, have all the rights, duties and liabilities of such a party in such proceedings.
A procedure under these CER Rules or any Related Regulations is not invalidated because of any procedural irregularity unless the Relevant Review Body declares the procedure to be invalid.
For the purposes of this CER Rule:
Subject to CER Rule 5.1.3, if the QFCA proposes to exercise its disciplinary powers under these CER Rules in relation to a Licensed or Authorised Firm, it must first give that Firm:
The QFCA may specify in any such notice the manner and time within which any such written representations must be made.
The requirement under CER Rule 5.1.1 shall not apply where the QFCA concludes that any delay likely to arise as a result of the requirement under CER Rule 5.1.1 might be prejudicial to the interests of the Clients or Customers of the relevant Person or the QFC.
Subject to CER Rules 5.1 and 5.2, if the QFCA decides to exercise a disciplinary power under this Part in relation to a Licensed or Authorised Firm, it must give such Firm a Decision Notice.
A Decision Notice must:
In the case of a financial penalty, the Decision Notice must state the amount of the financial penalty and the period within which it is to be paid.
If a Licensed or Authorised Firm who has received a Decision Notice does not refer the matter to the Relevant Review Body within the time period specified in the notice, the QFCA may take the action specified in the Decision Notice.
If the QFCA decides not to take the action to which a Decision Notice relates, it must give a notice of discontinuance identifying the proceedings which are being discontinued to the Licensed or Authorised Firm to whom the Decision Notice was given..
If a Licensed or Authorised Firm to whom a Decision Notice is given does refer the matter to the Relevant Review Body, that Firm may apply to the Relevant Review Body to stay the action specified in the Decision Notice pending the outcome of the appeal.
Subject to the QFCA Regulations and any other rights and obligations contained in the QFC Law and these CER Rules on the part of the QFCA relating to the publication of information, neither the QFCA nor any Licensed or Authorised Firm to whom a Decision Notice is given or copied may publish the notice or any details concerning it.
After a statement under CER Rule 4.1 is published, the QFCA must send a copy of it to the Licensed or Authorised Firm.
If the QFCA gives a Licensed or Authorised Firm a Decision Notice it must allow him access to the material on which it relied in taking the decision which gave rise to the obligation to give the notice.
The QFCA may refuse a Licensed or Authorised Firm access to particular material if, in its opinion, allowing access to the material would not be in the public interest or would not be fair (whether to other parties to whom the material relates or otherwise).
If the QFCA does not allow a Licensed or Authorised Firm access to material, it must give him written notice of:
The QFCA may issue more particularised Rules relating to the procedure that it proposes to follow in relation to the giving of Decision Notices.
Subject to CER Rule 4.12 (Procedural Irregularities), when giving a Decision Notice the QFCA must follow its stated procedure.
If the QFCA changes the procedure in a material way, it must publish revised Rules or a revised statement.
The QFCA must prepare and publish a statement of its policy with respect to:
The QFCA's policy in determining the amount of a financial penalty must include a requirement to have regard to:
The QFCA may at any time alter or replace a statement issued under this CER Rule.
If a statement published under this CER Rule is altered or replaced, the QFCA must publish the altered or replacement statement.
For the purposes of these CER Rules a Licensed or Authorised Firm contravenes a Relevant Requirement if it:
Without prejudice to the generality of CER Rule 6.1.1(B), for the purposes of these CER Rules a Licensed or Authorised Firm contravenes a Relevant Requirement if it:
If a Licensed or Authorised Firm is knowingly concerned in the contravention of a Relevant Requirement by another Person, that Firm also commits a contravention of a Relevant Requirement.
If an officer of a body corporate is knowingly concerned in the contravention of a Relevant Requirement committed by a body corporate, the officer also commits a contravention of a Relevant Requirement.
If the affairs of a body corporate are managed by its members, CER Rule 6.2.2 applies in relation to the acts and defaults of a member in connection with his functions of management as if he were a Director of the body corporate.
If a partner (or a Person purporting to act as a partner) is knowingly concerned in a contravention of a Relevant Requirement committed by a partnership in which he is a partner or by all or some of its constituent partners, he also commits a contravention of a Relevant Requirement.
If an officer of an unincorporated association (other than a partnership) or a member of its governing body is knowingly concerned in a contravention of a Relevant Requirement committed by the association, that officer or member also commits a contravention of a Relevant Requirement.
For the purposes of CER Rule 6.2, officer means a Director, member of a committee of management, chief executive, manager, secretary or other similar officer of the body corporate or association..
For the purposes of CER Rule 6.2, a Person is knowingly concerned in a contravention of a Relevant Requirement if, and only if, that Person: