QFCA Rules

Companies Rules (COMP)

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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: Migration of Bodies Corporate	COMP 5.2 Transfer of Incorporation from the QFC
COMP 6: Miscellaneous	COMP 6.1 Registers and Records
COMP 6: Miscellaneous	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

COMP 1 Application, Purpose and Interpretation

COMP 1.1 Application

COMP 1.1.1
These rules apply to every Person to whom the Companies Regulations apply.

Derived from QFC RM02/2005 (as from 22nd November 2005).

COMP 1.2 Purpose

COMP 1.2 Guidance
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).

COMP 1.3 Interpretation

COMP 1.3.1

In these rules:

(A) defined terms are identified by the capitalisation of the initial letter of the word or phrase and are in italics;

(B) subject to (C) defined terms have the same meaning as they have in the Companies Regulations; and

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)

COMP 2 Articles of Association

COMP 2.1 Articles of Association

COMP 2.1.1
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).

COMP 2.1.2
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:

(A) the purpose for which the LLC is being formed;

(B) the amount of share capital of the LLC and the creation of classes of shares, where the LLC considers that it may seek to create classes of shares;

(C) the issue or alteration of share capital;

(D) the rights attaching to shares or classes of shares;

(E) the transfer of shares and, if relevant, liens over shares;

(F) an annual general meeting;

(G) the requisition, by members, of general meetings;

(H) the proceedings including voting at general meetings;

(I) accounts and other information to be provided to members before every annual general meeting;

(J) the maximum number of directors;

(K) the appointment, retirement, disqualification and removal of directors and other officers;

(L) the remuneration of directors;

(M) the powers of directors, including powers to borrow on behalf of the company and the delegation of those powers;

(N) proceedings of directors meetings;

(O) appointment of the secretary; and

(P) the keeping of minutes.

Derived from QFC RM02/2005 (as from 22nd November 2005).

COMP 3 LLC registry, Forms and Fees

COMP 3.1 Forms

COMP 3.1.1
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).

COMP 3.1.2
(1) The Prescribed Forms must be completed in accordance with any directions, instructions or requirements contained in the form.

(2) An annexure to a Prescribed Form must be endorsed with the words:

"This is the annexure to the (insert description of form) relating to (insert name of LLC) dated (insert date of form)."

Derived from QFC RM02/2005 (as from 22nd November 2005).

COMP 3.1.3
Any form, annexure or other document filed with the CRO must:

(A) be on white paper of international A4 size;

(B) be clearly printed or written in black in a manner that is permanent and is able to be reproduced or copied by photographic or electronic means;

(C) contain, where applicable, original signatures of the person or persons indicated on the form and the date on which they signed;

(D) set out the name and QFC number (where applicable) of the LLC or Branch to which the form relates; and

(E) be completed in the English language.

Derived from QFC RM02/2005 (as from 22nd November 2005).

COMP 3.1.4
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:

(A) in the case of a document created or issued by an LLC or Non-QFC Company itself, including but not limited to articles of association and other constitutional documents, a director or secretary of the LLC or Non-QFC Company;

(B) in the case of a document issued by the public body responsible for the incorporation of companies or the maintenance of the company registry in another jurisdiction, a person properly authorised by that public body; or

(C) in any other case, a person duly authorised to certify official documents in the jurisdiction in which the copy is being certified.

Derived from QFC RM02/2005 (as from 22nd November 2005).

COMP 3.2 Time for Filing Forms

COMP 3.2.1
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)

COMP 3.3 Fees

COMP 3.3.1
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).

COMP 3.4 Provision of Information

COMP 3.4.1
(1) The CRO will, upon application and payment of the Prescribed Fee, produce an extract of the information maintained in the register maintained by the CRO in relation to any particular LLC or Branch.

(2) An extract of information produced pursuant to (1) is prima facie evidence of the matters stated in it.

Derived from QFC RM02/2005 (as from 22nd November 2005).

COMP 3.4.2
(1) The CRO will, upon application and payment of the Prescribed Fee, produce a certified copy of a certificate of incorporation of an LLC or of a certificate of registration of a Branch, or any document filed with the CRO.

(2) A certified copy of a certificate of incorporation or certificate of registration produced pursuant to (1) is conclusive evidence of the incorporation of the LLC or registration of the Branch.

Derived from QFC RM02/2005 (as from 22nd November 2005).

COMP 4 Accounting and Audit

COMP 4.1 Accounting Standards

COMP 4.1.1
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).

COMP 4.2 Approved Auditors

COMP 4.2.1
An auditor applying for approval by the QFC Authority and to be entered onto the register of approved auditors maintained by the CRO must:

(A) complete the form prescribed in COMP Appendix 2 and file it with the QFC Authority;

(B) provide such additional material as may be required by the QFC Authority; and

(C) pay the Prescribed Fee to the QFC Authority.

Derived from QFC RM02/2005 (as from 22nd November 2005).

COMP 4.2.2
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:

(A) is fit and proper to be registered as an auditor taking into account:
(i) where the applicant is an individual, the applicant's:
(a) qualifications;

(b) experience;

(c) membership of relevant professional bodies; and

(d) available resources; and

(ii) where the applicant is a firm, the applicant's:
(a) background and history;

(b) ownership and Group; and

(c) resources; and

any other information required by the CRO;

(B) has adequate professional indemnity insurance which provides cover in respect of work undertaken in the QFC; and

(C) meets any other requirements prescribed by the QFC Authority.

Derived from QFC RM02/2005 (as from 22nd November 2005).

COMP 4.2.3
An applicant shall be taken to meet the criteria set out in COMP Rule 4.2.2 if that applicant is:

(A) registered as an auditor in a jurisdiction acceptable to the QFC Authority; and

(B) in good standing with the body responsible for registration of auditors in that jurisdiction.

Derived from QFC RM02/2005 (as from 22nd November 2005).

COMP 4.2.4
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).

COMP 4.2.5
(1) The QFC Authority may require an auditor to file with the CRO:
(A) at the time of filing an application for approval and registration; and

(B) at the time of payment of the annual fee or by such later time that the CRO may direct

an assessment completed within the preceding three months by a firm or body approved for this purpose by the CRO addressing such matters relating to the auditor as notified by the CRO.

(2) If upon receiving an annual assessment the CRO forms the view that the auditor is no longer fit and proper to be on the register of approved auditors, the CRO may cancel the registration of the auditor.

(3) The auditor must pay for the services of the firm or body undertaking the assessment referred to in (1).

Derived from QFC RM02/2005 (as from 22nd November 2005).

COMP 4.2.6
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).

COMP 4.3 Register of Approved Auditors

COMP 4.3.1
The CRO will maintain the register of approved auditors by recording the following information in respect of current and former registered approved auditors:

(A) full name;

(B) address;

(C) date of registration as an approved auditor with the CRO; and

(D) date of cessation of registration as an auditor with the CRO.

Derived from QFC RM02/2005 (as from 22nd November 2005).

COMP 5 Migration of Bodies Corporate

COMP 5.1 Transfer of Incorporation to the QFC

COMP 5.1.1
An application pursuant to Article 110 of the Companies Regulations must be accompanied by:

(A) the articles of continuation as required in Article 110(2)(B) of the Companies Regulations, together with:
(i) a certified copy of the current certificate of its incorporation or document of similar effect and any amendments thereto; and

(ii) a certified copy of the articles of association or other constitutional document of similar effect and any amendments thereto;

(B) evidence satisfactory to the CRO that the Non-QFC Company is permitted by the laws of the jurisdiction in which it is incorporated to be continued under the laws of another jurisdiction and that it has complied with all the relevant requirements;

(C) evidence satisfactory to the CRO that all necessary consents in the original jurisdiction of incorporation, including but not limited to any necessary consent of shareholders, have been obtained and certified;

(D) a copy of the Non-QFC Company's most recent audited accounts filed with the relevant authority in the jurisdiction in which it is incorporated or otherwise to the satisfaction of the CRO; and

(E) the relevant Prescribed Fee prescribed in COMP Appendix 3.

Derived from QFC RM02/2005 (as from 22nd November 2005).

COMP 5.1.2
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).

COMP 5.1.3
(1) A Non-QFC Company must not apply to the CRO under Article 110 of the Companies Regulations unless the directors have filed with the CRO a declaration that:
(A) the Non-QFC Company is solvent;

(B) at the time of the application, there is no reasonable prospect of the Non-QFC Company becoming insolvent; and

(C) there are no applications made to any court:
(i) to put the Non-QFC Company into liquidation;

(ii) to wind up the Non-QFC Company;

(iii) to have the Non-QFC Company declared insolvent; or

(iv) for the appointment of a receiver in relation to any property of the Non-QFC Company.

(2) In (1) 'insolvent' has the meaning given under the Insolvency Regulations 2005.

Derived from QFC RM02/2005 (as from 22nd November 2005).

COMP 5.1.4
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).

COMP 5.1.5
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).

COMP 5.1.6
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).

COMP 5.2 Transfer of Incorporation from the QFC

COMP 5.2.1
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:

(A) a certified copy of the Special Resolution approving that the LLC transfer its incorporation and be continued as a Non-QFC Company;

(B) evidence acceptable to the CRO that:
(i) the LLC is able to transfer its incorporation and be continued under the laws of another jurisdiction; and

(ii) the laws of the other jurisdiction satisfy the requirements set out in Article 115 of the Regulations;

(C) the Regulatory Authority's written consent if the LLC is an Authorised Firm;

(D) any declaration, certification, information, document or confirmation as the CRO may require; and

(E) the relevant Prescribed Fee in COMP Appendix 3.

Derived from QFC RM02/2005 (as from 22nd November 2005).

COMP 5.2.2
(1) An LLC must not apply to the CRO under Article 115 of the Companies Regulations unless the directors have filed with the CRO a declaration that:
(A) the LLC is solvent;

(B) at the time of the application, there is no reasonable prospect of the LLC becoming insolvent; and

(C) there are no applications made to any court:
(i) to put the LLC into liquidation;

(ii) to wind up the LLC;

(iii) to have the LLC declared insolvent; or

(iv) for the appointment of a receiver in relation to any property of the LLC.

(2) In (1) 'insolvent' has the meaning given under the Insolvency Regulations 2005.

Derived from QFC RM02/2005 (as from 22nd November 2005).

COMP 5.2.3
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).

COMP 6 Miscellaneous

COMP 6.1 Registers and Records

COMP 6.1.1
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).

COMP 6.1.2
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).

COMP 6.2 Objection to Notice of Financial Penalty

COMP 6.2.1
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:

(A) the name of the person to whom the notice of imposition of financial penalty was addressed;

(B) the date of the notice of imposition of financial penalty;

(C) the period within which objection to the imposition of financial penalty must be made; and

(D) every matter which the person believes ought to be taken into account by the CRO in determining whether to commence proceedings in the Tribunal for payment of financial penalty.

Derived from QFC RM02/2005 (as from 22nd November 2005).

COMP App1 Standard Articles

COMP A1.1 The LLC Standard Articles

COMP A1.1.1
For the purposes of the Companies Regulations and these rules, these are the 'Standard Articles'.

INTERPRETATION

1. In these articles:
(A) "the Regulations" means the QFC Companies Regulations 2005; and

(B) unless otherwise indicated, words or expressions contained in these articles bear the same meaning as in the Regulations.

SHARE CAPITAL

2. Subject to the Regulations and without prejudice to any rights attached to any existing shares, shares may be issued with such rights or restrictions as the LLC may by resolution determine.

3. Subject to the Regulations, the LLC may issue, or convert existing non-redeemable shares, whether issued or not, into redeemable shares at option of the LLC or the shareholder.

4. No person may be recognised by the LLC as holding any share upon trust.

SHARE CERTIFICATES

5. Unless the conditions of allotment of the shares otherwise provide, the LLC shall provide to every member:
(A) a share certificate for the shares of each class allotted to him;

(B) a share certificate for the shares transferred to him; and

(C) upon transferring a part of his shares, of any class, a share certificate for the balance of his holding.

Such share certificate shall be provided without payment but if the member requires additional share certificates, the LLC may charge a reasonable fee for every share certificate after the first share certificate.

6. Every share certificate shall specify the number, class and distinguishing numbers of the shares to which it relates.

7. If a share certificate is lost or destroyed, it may be replaced on such terms which may include indemnity and payment of reasonable expenses as the directors may determine. If a share certificate is defaced or worn out, it may be replaced on delivery of the old certificate upon the payment of such fee as the directors may determine.

TRANSFER OF SHARES

8. The instrument of transfer of a share may be in any form which the directors may approve and shall be executed by or on behalf of the transferor.

9. The directors may refuse to register the transfer of a share to a person of whom they do not approve and they may refuse to register the transfer of a share unless:
(A) the instrument of transfer, the share certificate and any other evidence that the directors may reasonably require, are filed at the registered office;

(B) the transfer is in respect of only one class of shares; and

(C) the transfer is in favour of not more than four transferees.

10. If the directors refuse to register a transfer of a share, they shall within one month notify the transferee accordingly.

11. The directors may suspend the registration of transfers of shares at such times and for such periods as determined by them.

12. The LLC may charge a reasonable fee for the registration of any instrument of transfer.

13. The LLC shall retain any instrument of transfer which is registered.

TRANSMISSION OF SHARES

14. If a member dies his personal representative and, where he was a joint holder, the survivor or survivors shall be the only persons recognised by the LLC as having title to the shares.

15. A person becoming entitled to a share in consequence of the death or bankruptcy of a member shall be registered as a member upon giving notice to the LLC and upon registration he shall have the same rights as the holders of the same class of shares.

ALTERATION OF SHARE CAPITAL

16. The LLC may by resolution:
(A) increase its share capital by creating new shares;

(B) consolidate and divide all or any of its shares (whether issued or not) into shares of larger amount than its existing shares;

(C) sub-divide its shares, or any of them, into shares of smaller amount; and

(D) cancel shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of the LLC's share capital by the amount of the shares so cancelled.

17. Any fractions of shares resulting from a consolidation of shares may be sold by the directors on behalf of the members and the net proceeds distributed proportionately amongst those members.

18. The LLC may, in accordance with the Regulations, reduce its share capital in any way and on such terms as it may decide.

PURCHASE OF OWN SHARES

19. Subject to the provisions of the Regulations, the LLC may purchase its own shares.

GENERAL MEETINGS

20. All general meetings other than annual general meetings shall be called extraordinary general meetings.

21. The directors may, and on the requisition of members in accordance with the Regulations, shall, call extraordinary general meetings.

REQUISITION AND NOTICE OF GENERAL MEETINGS
22. Subject to the Regulations, an annual general meeting and an extraordinary general meeting shall be called by at least twenty-one days' notice to all the members, the directors and auditors.

Such notice of general meeting shall specify the time and place of the meeting and the general nature of the matters to be considered. A notice of meeting in respect of an annual general meeting shall in addition specify that it is in respect of an annual general meeting.

23. The proceedings of a meeting are not invalid solely because of the inadvertent failure to give notice of the meeting to, or the failure to receive notice of a meeting by, any person entitled to receive such notice.

PROCEEDINGS AT GENERAL MEETINGS

24. No meeting shall take place unless a quorum is present. Two persons entitled to vote shall constitute a quorum.

25. If a quorum is not present within half an hour from the time stated for the meeting, the meeting shall be adjourned to a place and time determined by the directors. If during the meeting a quorum ceases to be present the meeting shall be adjourned to a place and time determined by the directors.

26. The chairman of the board of directors shall chair the meeting. If the chairman of the board of directors is not present or willing to act within fifteen minutes of the stated time for commencement of the meeting, and in the absence of a nominee, another director elected by the directors present shall chair the meeting. If no directors are present or willing to chair the meeting, then the members shall elect one of their number to chair the meeting.

27. Regardless of whether he is a member, a director is entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the LLC.

28. The chairman may adjourn the meeting with the consent of the majority of the votes at the meeting. No matters shall be considered at an adjourned meeting other than matters that might have been considered at the meeting had the adjournment not taken place. It is not necessary to give notice of the adjourned meeting unless the meeting was adjourned for fourteen days or more, in which case at least seven days' notice shall be given specifying the time and place of the adjourned meeting and the general nature of the matters to be considered.

29. Unless a poll is demanded, a resolution put to the vote shall be decided on a show of hands. A poll may be demanded before or on the declaration of the result of a vote by show of hands:
(A) by the chairman;

(B) by at least two members having the right to vote at the meeting; or

(C) by a member representing not less than 5% of the total voting rights of all the members having the right to vote.

30. Unless a poll is demanded the chairman may declare that a resolution has been carried or lost by a particular majority. The entry in the minutes of the meeting of that declaration shall be conclusive evidence of the result of the resolution.

31. The chairman may consent to the withdrawal of the demand for a poll.

32. A poll shall be taken in the manner the chairman directs and the result shall be the resolution of the meeting at which the poll was demanded.

33. The chairman shall have the deciding vote in the case of an equality of votes.

34. A poll demanded on the election of a chairman or on an adjournment shall be taken immediately. A poll demanded on any other question shall be taken as the chairman directs but not more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll is demanded.

35. Seven days notice shall be given specifying the time and place at which a poll shall be taken unless the time and place is announced at the meeting at which the poll is demanded.

36. A resolution may be passed in writing in accordance with the Regulations.

VOTES OF MEMBERS

37. On a show of hands, every member present, including the representative of a body corporate member, shall have one vote. On a poll, every member shall have one vote for every share held. This Article is subject to any rights or restrictions attached to any shares.

38. Joint members may only exercise one vote or one vote per share as the case may be. If more than one vote is cast by joint members, only the vote of the joint member whose name appears first on the register of members shall be taken into account.

39. Where a member has had a personal representative appointed because of some physical or mental disability, that personal representative may exercise the voting rights of the member if the personal representative has given notice to the directors in writing in the form of proxy used by the LLC and within the time limit for filing proxies prior to any meeting being held or vote being taken.

40. No objection may be raised to the right of any voter except at the meeting at which the voter is to vote. The decision of the chairman in respect of any objection or the right of any voter shall be final.

41. A member may vote on a poll by proxy.

42. An instrument appointing a proxy shall be in writing in a form approved by the LLC and distributed with the notice of a meeting. The form approved and distributed by the LLC must include a section allowing the member to direct the proxy on how the proxy shall act.

43. The instrument appointing a proxy must be deposited at the registered office of the LLC at least 48 hours before the time at which the meeting at which the proxy is to be exercised is to be held. In the case of a poll not being taken immediately but some time after it is demanded, the instrument appointing a proxy may be deposited at the poll with the chairman, Secretary or any Director or at any time before the poll at the registered office of the LLC.

44. A vote given or poll demanded by proxy is valid notwithstanding the determination of the member who appointed the proxy unless the LLC receives notice from the member in writing prior to the vote being taken or the poll being demanded.

NUMBER OF DIRECTORS

45. The LLC shall have at least one director.

ALTERNATE DIRECTORS

46. Any director may appoint any other director or any other person approved by the directors to act as his alternate and may remove the alternate Director so appointed. The alternate director shall perform all the functions of his appointer as a director but is not entitled to remuneration for his services.

47. An alternate director shall be given notice of all meetings of which his appointor is entitled to receive notice and is entitled to attend and vote at such meetings.

48. An alternate director holds office for as long as his appointor holds office unless he is removed by written instrument by his appointor.

49. Any appointment or removal of an alternate director shall be given to the secretary of the LLC.

50. Unless otherwise provided, an alternate director shall not be regarded as an agent of his appointor but shall be responsible for his acts or omissions.

POWERS OF DIRECTORS

51. Subject to the Regulations and these articles the business of the LLC shall be managed by the directors. No subsequent amendment to these articles shall invalidate any act of a director or the directors.

52. The directors may appoint a person to be the agent of the LLC.

DELEGATION OF DIRECTORS' POWERS

53. The board of directors may delegate any of its powers to a managing director, executive director or a committee of directors.

APPOINTMENT AND RETIREMENT OF DIRECTORS

54. At the first annual general meeting of the LLC, all directors shall retire from office. At every subsequent annual general meeting at least one third or number nearest to one third of the directors who are subject to retirement by rotation shall retire.

55. The directors subject to retirement by rotation are those that have been longest in office since their last appointment. In respect of those directors appointed on the same day, those that are to retire shall be determined by whose name appears first on the register of directors.

56. A director shall remain in office, if so willing, if the LLC at the meeting at which he retires by rotation, resolves not to fill the vacancy.

57. A person (other than a director retiring by rotation) shall not be appointed a director at a general meeting unless he has been recommended by the directors or a member and details of the proposed director have been included in the notice of meeting at which the appointment shall be considered. The details shall include at least the information that would be included in the register of directors if the person was appointed.

58. Subject to the preceding articles, additional directors may be appointed by the LLC by resolution as long as the total number of directors does not exceed any maximum number of directors stipulated by the Regulations or these articles.

59. A director appointed pursuant to the preceding article shall hold office only until the next annual general meeting at which time the director shall retire but may, in accordance with the articles, be re-appointed.

DISQUALIFICATION AND REMOVAL OF DIRECTORS

60. A director's office is automatically vacated if he:
(A) is prohibited by the Regulations from being a director;

(B) becomes bankrupt;

(C) is, by virtue of any mental or physical disability, incapable of acting;

(D) without permission, does not attend three successive meetings of the directors;

(E) resigns his office by notice to the LLC; or

(F) is removed by resolution of the LLC.

REMUNERATION AND EXPENSES OF DIRECTORS

61. The directors shall receive such remuneration as the LLC determines by resolution and shall receive payment of all expenses incurred in association with the carrying out of their duties as directors.

DIRECTORS' APPOINTMENTS AND INTERESTS

62. Subject to the Regulations, the directors may appoint one or more of their number to the office of managing director or to any other executive office under the LLC. Such appointment, agreement or arrangement may be made upon such terms as the directors determine. Any appointment of a director to an executive office shall terminate if he ceases to be a director. A managing director and a director holding any other executive office shall not be subject to retirement by rotation.

DIRECTORS' GRATUITIES AND PENSIONS

63. The directors may provide benefits, including gratuities and pensions, of any kind for any present or past director and for any member of his family.

PROCEEDINGS OF DIRECTORS

64. Subject to the provisions of these articles, the directors may regulate their proceedings as they think fit. A director may, and the secretary at the request of a director shall, call a meeting of the directors. Any matters arising at a meeting shall be decided by a majority of votes with the chairman having a second or casting vote in the case of equality of votes.

65. The quorum for the transaction of the business of the directors shall be two or any other number fixed by the directors

66. If the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting.

67. The directors shall appoint one of their number to be the chairman of the board of directors who shall preside at all meetings and may at any time remove him from that office. If there is no director holding that office, or if the director holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the directors present may appoint one of their number to be chairman of the meeting.

68. All acts done by a meeting of directors, or of a committee of directors, or by a person acting as a director shall be valid, notwithstanding any defect in his appointment or his disqualification from holding office, or that he was not entitled to vote, being discovered afterwards.

69. A resolution in writing signed by all the directors entitled to receive notice of the meeting shall be as valid and effectual as if it had been passed at a meeting of directors. The resolution may consist of several documents in the like form each signed by one or more directors.

70. A director shall not vote at a meeting of directors on any resolution concerning a matter in which he has a direct or indirect conflict of interest.

71. For the purposes of this article, an interest of a director includes an interest of any person who is connected to the director.

72. A director shall not be counted in the quorum present at a meeting in relation to are solution on which he is not entitled to vote.

73. The LLC may by resolution suspend or relax any provision of these articles prohibiting a director from voting at a meeting.

74. The chairman of the meeting shall rule on any question arising at a meeting on the right of a director, other than himself, to vote and his ruling shall be final and conclusive.

SECRETARY

75. Subject to the Regulations, the secretary shall be appointed and removed by the directors who shall decide on the terms, remuneration and conditions of appointment.

76. The directors shall cause minutes to be kept for recording:
(A) all appointments of officers made by the directors; and

(B) all proceedings at meetings of the LLC, of the holders of any class of shares in the LLC, and of the directors, and of committees of directors, including the names of the directors present at each such meeting.

DIVIDENDS

77. Subject to the provisions of the Regulations, the LLC may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the directors.

78. Subject to the provisions of the Regulations, the directors may pay interim dividends if it appears to them that they are justified by the profits of the LLC available for distribution. If the share capital is divided into different classes, no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear. Provided the directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.

79. The directors may recommend and a general meeting declare that a dividend may be satisfied wholly or partly by the distribution of assets. Where any difficulty arises in regard to the distribution, the directors may determine the method of settlement.

80. Any dividend or other moneys payable in respect of a share may be paid by cheque sent by post to the registered address of the person entitled. If two or more persons are the holder of the share or are jointly entitled to it, to the registered address of that person who is first named in the register of members or to such person and to such address as the person or persons entitled may in writing direct. Every cheque shall be made payable to the order of the person or persons entitled, or to such other person as the person or persons entitled may in writing direct, and payment of the cheque shall be a good discharge to the LLC. Any joint holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share.

81. No dividend or other moneys payable in respect of a share shall bear interest unless otherwise provided by the rights attached to the share.

82. Any dividend which has remained unclaimed for twelve years from the date when it became due for payment shall, if the directors so resolve, be forfeited and cease to remain owing by the LLC.

ACCOUNTS

83. No member shall have any right of inspecting any accounting records or other book or document of the LLC except as conferred by law or authorised by the directors or by the LLC.

CAPITALISATION OF PROFITS

84. The directors may with the authority of the LLC:
(A) subject as hereinafter provided, resolve to capitalise any undivided profits of the LLC not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of the LLC's share premium account or capital redemption reserve;

(B) appropriate the sum resolved to be capitalised to the members who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply such sum on their behalf in allotting unissued shares or debentures as fully paid up, shares or debentures of the LLC of a nominal amount equal to that sum. The share premium account, the capital redemption reserve, and any profits which are not available for distribution may, for the purposes of this regulation, only be applied in allotting unissued shares to members as fully paid;

(C) make by payment in cash or otherwise as they determine in the case of shares or debentures becoming distributable under this regulation in fractions; and

(D) authorise any person to enter into a binding agreement with the LLC on behalf of all the members concerned providing for the allotment to them respectively, credited as fully paid, of any shares or debentures to which they are entitled upon such capitalisation.

NOTICES

85. Any notice required to be given under these Articles shall be in writing.

86. The LLC may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address. In the case of joint holders of a share, all notices shall be given to the joint holder whose name stands first in the register of members in respect of the joint holding and notice so given shall be sufficient notice to all the joint holders.

87. A person present, either in person or by proxy, at any meeting shall be deemed to have received notice of the meeting.

88. Every person who becomes entitled to a share shall be bound by any notice in respect of that share.

89. Proof that an envelope containing a notice was properly addressed, prepaid and posted is conclusive evidence that the notice was given 48 hours after it was posted. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.

90. A notice may be given by the LLC to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending or delivering it, at the address, supplied for that purpose by the persons claiming to be so entitled. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

INDEMNITY

91. The LLC shall indemnify every director or other officer or auditor of the LLC in respect of any liability incurred in defending any proceedings to the extent allowed by the Regulations.

Derived from QFC RM02/2005 (as from 22nd November 2005).

COMP App2 Prescribed Forms

COMP A2.1 Prescribed Company Forms

COMP A2.1.1

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)

COMP A2.1.1 Guidance
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).

COMP App3 Prescribed Fees

COMP A3.1 Prescribed Company Fees

COMP A3.1.1

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 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

DATA 1 Introduction

DATA 1.1 Application

DATA 1.1.1
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).

DATA 1.2 Interpretation

DATA 1.2.1
(1) If a provision in the Data Protection Rules refers to a communication, notice, agreement or other document 'in writing' then, unless the contrary intention appears, it means in legible form and capable of being reproduced on paper, irrespective of the medium used. Expressions related to writing must be interpreted accordingly.

(2) This does not affect any other legal requirements which may apply in relation to the form or manner of executing a document or agreement.

Derived from QFC RM01/2005 (as from 17th October 2005).

DATA 1.2.2
In these Rules:

(A) defined terms are identified by the capitalisation of the initial letter of the word or phrase and are in italics; and

(B) defined terms have the same meaning as they have in the Data Protection Regulations.

Derived from QFC RM01/2005 (as from 17th October 2005).

DATA 2 Permit for Processing Sensitive Personal Data

DATA 2.1 Application for a permit

DATA 2.1.1
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:

(A) the name of the Data Controller;

(B) the address of the Data Controller;

(C) the name, address, telephone number and e-mail address of the Person within the Data Controller responsible for making the application for the permit;

(D) a description of the Processing of Sensitive Personal Data for which the permit is being sought, including a description of the nature of the Sensitive Personal Data involved;

(E) the purpose of the Processing of the Sensitive Personal Data;

(F) the identity of the Data Subjects to whom the relevant Sensitive Personal Data relates, or in the event of classes of Data Subjects being affected, a description of the class of Data Subjects;

(G) the identity of any Person to whom the Data Controller intends disclosing the Sensitive Personal Data;

(H) to which jurisdictions, if known, such Sensitive Personal Data must be transferred outside of the QFC; and

(I) a description of the safeguards put into place by the Data Controller, to ensure the security of the Sensitive Personal Data.

Derived from QFC RM01/2005 (as from 17th October 2005).

DATA 2.1.2
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).

DATA 2.1.3
Rejection of an application for a permit

(1) The QFC Authority may refuse to grant an application for a permit to Process Sensitive Personal Data.

(2) Upon refusing to grant a permit, the QFC Authority will without undue delay inform the Data Controller in writing of such refusal and provide the reasons for such refusal.

Derived from QFC RM01/2005 (as from 17th October 2005).

DATA 2.1.4
Granting a permit to process sensitive personal data

(1) The QFC Authority may grant an application for a permit to process Sensitive Personal Data with or without such conditions as it considers necessary.

(2) Upon deciding to grant a permit, the QFC Authority will without undue delay inform the Data Controller of such decision and any conditions.

Derived from QFC RM01/2005 (as from 17th October 2005).

DATA 3 Permit for transfer out of the QFC of Personal Data

DATA 3.1 Assessing adequate levels of protection

DATA 3.1 Guidance

1. Article 9 of the Data Protection Regulations states:

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.

2. The Regulatory Authority expects Data Controllers to adopt a consistent approach when assessing the adequacy of levels of protection for Personal Data in other jurisdictions.

3. Data Controllers should consider not just the extent to which data protection standards have been adopted but also at whether there is a means for ensuring that standards are applied in practice and whether there is an effective mechanism for individuals to enforce their rights or obtain redress if the standards are not met.

4. In addition to the circumstances provided in Article 9(2) of the Data Protection Regulations, the Data Controller should also consider:

a. the law in force in the jurisdiction in question regarding data protection;

b. international obligations to which the recipient is subject;

c. any relevant codes of conduct or other rules which are enforceable in that jurisdiction;

d. any security measures taken in respect of the data in that jurisdiction; and

e. whether (or the extent to which) the jurisdiction in question is the subject of any finding or presumption of adequacy by another data protection regulator or other relevant body (such as the European Commission).

Derived from QFC RM01/2005 (as from 17th October 2005).

DATA 3.2 Application for permit

DATA 3.2.1
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:

(A) the name of the Data Controller;

(B) the address of the Data Controller;

(C) the name, address, telephone number, fax number and e-mail address of the Person within the Data Controller responsible for making the application for the permit;

(D) a description of the proposed transfer of Personal Data for which the permit is being sought, including a description of the nature of the Personal Data involved;

(E) the purpose of the proposed transfer of Personal Data;

(F) the identity of the Data Subjects to whom the relevant Personal Data relates, or in the event of classes of Data Subjects being affected, a description of the class of Data Subjects;

(G) the identity of the proposed Recipient of the Personal Data;

(H) the jurisdiction of the proposed Recipient and a description of the laws and regulations which apply to the proposed Recipient in respect of Personal Data protection; and

(I) a description of the safeguards put into place by the Data Controller, to ensure the security of the Personal Data should the relevant transfer take place.

Derived from QFC RM01/2005 (as from 17th October 2005).

DATA 3.2.2
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).

DATA 3.2.3
Rejection of an application for a permit

(1) The QFC Authority may refuse to grant an application for a permit to transfer Personal Data.

(2) Upon refusing to grant a permit, the QFC Authority will without undue delay inform the Data Controller in writing of such refusal and provide the reasons for such refusal.

Derived from QFC RM01/2005 (as from 17th October 2005).

DATA 3.2.4
Granting a permit to transfer personal data

(1) The QFC Authority may grant an application for a permit to transfer Personal Data with or without conditions it considers necessary.

(2) Upon deciding to grant a permit, the QFC Authority will without undue delay inform the Data Controller of such decision and any conditions.

Derived from QFC RM01/2005 (as from 17th October 2005).

DATA 4 Records and Notifications

DATA 4.1 Records

DATA 4.1.1
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:

(A) description of the Personal Data Processing being carried out;

(B) an explanation of the purpose for the Personal Data Processing;

(C) the Data Subjects or class of Data Subjects whose Personal Data is being processed;

(D) a description of the class of Personal Data being processed; and

(E) a list of the jurisdictions to which Personal Data may be transferred by the Data Controller, along with an indication as to whether the particular jurisdiction has been assessed as having adequate levels of protection for the purposes of Articles 9 and 10 of the Data Protection Regulations.

Derived from QFC RM01/2005 (as from 17th October 2005).

DATA 4.1.1 Guidance
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:

a. accounting and auditing;

b. administration of justice;

c. administration of membership records;

d. advertising, marketing and public relations for the Data Controller itself;

e. advertising, marketing and public relations for others;

f. benefits, grants and loans administration;

g. consultancy and advisory services;

h. credit referencing;

i. debt administration and factoring;

j. education;

k. information and data bank administration;

l. insurance administration;

m. legal services;

n. licensing and registration;

o. pensions administration;

p. property management;

q. provision of financial services;

r. research; and

s. staff administration.

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:

a. staff, including agents, temporary and casual workers;

b. clients and customers;

c. suppliers;

d. members;

e. complainants, correspondents and enquirers;

f. relatives and associates of the Data Subject; and

g. advisors, consultants and other professional experts.

Derived from QFC RM01/2005 (as from 17th October 2005).

DATA 4.2 Notifications

DATA 4.2.1
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:

(A) any Personal Data Processing operation or set of operations involving the Processing of Sensitive Personal Data; and

(B) any Personal Data Processing operation or set of operations involving the transfer of Personal Data to a Recipient outside of the QFC which is not subject to laws and regulations which ensure an adequate level of protection.

Derived from QFC RM01/2005 (as from 17th October 2005).

DATA 4.2.2
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:

(A) the name of the Data Controller;

(B) the address of the Data Controller;

(C) the name, address, telephone number, fax number and e-mail address of the Person within the Data Controller responsible for making the application for the permit;

(D) the reason for which notification is being provided;

(E) a general description of the Personal Data Processing being carried out;

(F) an explanation of the purpose of the Personal Data Processing;

(G) the Data Subjects or class of Data Subjects whose Personal Data is being processed;

(H) a description of the class of Personal Data being processed; and

(I) a statement of which jurisdictions to which Personal Data will be transferred by the Data Controller, along with an indication as to whether the particular jurisdiction has been assessed as having adequate level of protection for the purposes of Articles 9 and 10 of the Data Protection Regulations.

Derived from QFC RM01/2005 (as from 17th October 2005).

DATA 4.2.3
The notification required by DATA Rule 4.2.1 must be provided to the QFC Authority:

(A) immediately upon commencing of the Personal Data Processing referred to in DATA Rule 4.2.1;

(B) on an annual basis where the Personal Data Processing is to continue in the subsequent year; and

(C) immediately upon any Personal Data Processing being processed in a manner different to that described in the initial notification.

Derived from QFC RM01/2005 (as from 17th October 2005).

DATA 4.2.4
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).

DATA 5 Claims

DATA 5.1 Process of lodging a claim

DATA 5.1.1
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:

(A) full name and address of the Person making the claim;

(B) the full name and address of the Data Controller whom the Person believes has contravened the Data Protection Regulations;

(C) a detailed statement of facts which the Person believes gives rise to contravention of the Data Protection Regulations;

(D) the relief sought by the Person making the claim; and

(E) a declaration from the Person that they have provided the QFC Authority with accurate information and that they understand that any information provided will be processed by the QFC Authority in accordance with Article 8 of the Data Protection Regulations.

Derived from QFC RM01/2005 (as from 17th October 2005).

DATA 5.1.1 Guidance
A claim filed with the QFC Authority under DATA Rule 5.1.1 should also include:
a. full contact details of the Person making the claim including the preferred method of contact;

b. the relationship the Person has with the Data Controller (for example employee, customer or account holder);

c. copies of any relevant documents which describe the events that gave rise to the claim; and

d. copies of relevant correspondence between the Person and the Data Controller, including details of any correspondence between the Person and the Data Controller trying to resolve the problem.

Derived from QFC RM01/2005 (as from 17th October 2005).

DATA 5.1.2
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).

DATA 5.1.3
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:

(A) the act or thing that the Data Controller is required to do; and

(B) the time within which, or before which, the Data Controller is required to do that act or thing.

Derived from QFC RM01/2005 (as from 17th October 2005).

Limited Liability Partnerships Rules

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).

LLP 1 Application, Purpose and Interpretation

LLP 1.1 Application

LLP 1.1.1
These rules apply to every Person to whom the Limited Liability Partnerships Regulations apply.

Inserted by from RM2011-2 (as from 6th December 2011).

LLP 1.2 Purpose

LLP 1.2 Guidance
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).

LLP 1.3 Interpretation

LLP 1.3.1

In these rules:

(A) defined terms are identified by the capitalisation of the initial letter of the word or phrase and are in italics;

(B) subject to (C) defined terms have the same meaning as they have in the Limited Liability Partnerships Regulations; and

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).

LLP 2 Limited Liability Partnerships registry, Forms and Fees

LLP 2.1 Forms

LLP 2.1.1
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).

LLP 2.1.2
(1) The Prescribed Forms must be completed in accordance with any directions, instructions or requirements contained in the form.

(2) An annexure to a Prescribed Form must be endorsed with the words:

"This is the annexure to the (insert description of form) relating to (insert name of Limited Liability Partnerships) dated (insert date of form)."

Inserted by from RM2011-2 (as from 6th December 2011).

LLP 2.1.3
Any form, annexure or other document filed with the CRO must:

(A) be on white paper of international A4 size;

(B) be clearly printed or written in black in a manner that is permanent and is able to be reproduced or copied by photographic or electronic means;

(C) contain, where applicable, original signatures of the person or persons indicated on the form and the date on which they signed;

(D) set out the name and QFC number (where applicable) of the Limited Liability Partnerships or Branch to which the form relates; and

(E) be completed in the English language.

Inserted by from RM2011-2 (as from 6th December 2011).

LLP 2.1.4
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:

(A) in the case of a document created or issued by a Limited Liability Partnerships or Non-QFC Limited Liability Partnerships itself, including but not limited to the Limited Liability Partnerships Agreement and other constitutional documents, a Member or Designated Member of the Limited Liability Partnerships or Non-QFC Limited Liability Partnerships;

(B) in the case of a document issued by the public body responsible for the incorporation of companies or the maintenance of the company registry in another jurisdiction, a person properly authorised by that public body; or

(C) in any other case, a person duly authorised to certify official documents in the jurisdiction in which the copy is being certified.

Inserted by from RM2011-2 (as from 6th December 2011).

LLP 2.2 Time for Filing Forms

LLP 2.2.1
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).

LLP 2.3 Fees

LLP 2.3.1
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).

LLP 2.4 Provision of Information

LLP 2.4.1
(1) The CRO will, upon application and payment of the Prescribed Fee, produce an extract of the information maintained in the register maintained by the CRO in relation to any particular Limited Liability Partnerships or Branch.

(2) An extract of information produced pursuant to (1) is prima facie evidence of the matters stated in it.

Inserted by from RM2011-2 (as from 6th December 2011).

LLP 2.4.2
(1) The CRO will, upon application and payment of the Prescribed Fee, produce a certified copy of a certificate of incorporation of a Limited Liability Partnerships or of a certificate of registration of a Branch, or any document required to be filed with the CRO as provided for in the Limited Liability Partnerships Regulations.

(2) A certified copy of a certificate of incorporation or certificate of registration produced pursuant to (1) is conclusive evidence of the incorporation of the Limited Liability Partnerships or registration of the Branch.

Inserted by from RM2011-2 (as from 6th December 2011).

LLP 3 Accounting and Audit

LLP 3.1 Accounting Standards

LLP 3.1.1
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).

LLP 4 Miscellaneous

LLP 4.1 Registers and Records

LLP 4.1.1
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).

LLP 4.1.2
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).

LLP 4.2 Objection to Notice of Financial Penalty

LLP 4.2.1
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:

(A) the name of the person to whom the notice of imposition of financial penalty was addressed;

(B) the date of the notice of imposition of financial penalty;

(C) the period within which objection to the imposition of financial penalty must be made; and

(D) every matter which the person believes ought to be taken into account by the CRO in determining whether to commence proceedings in the Regulatory Tribunal for payment of financial penalty.

Inserted by from RM2011-2 (as from 6th December 2011).

LLP App1 Prescribed Forms

LLP A1.1 Prescribed Limited Liability Partnerships Forms

LLP A1.1.1

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).

LLP A1.1.1 Guidance
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).

LLP App2 Prescribed Fees

LLP A2.1 Prescribed Limited Liability Partnerships Fees

LLP A2.1.1

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).

Tax Rules

Tax Rules

Tax 1:
Application, purpose and interpretation 1.1 Application

1.2 Purpose

1.3 Interpretation

1.4 Defined Terms

1.5 The Tax Regulations

Tax 2:
Tax Identification Number 2.1

2.2

Tax 3:
Secrecy 3.1

3.2

3.3

Tax 4:
Prescribed forms 4.1

4.2

Tax 5:
Service of notice or documents 5.1

5.2

5.3

5.4

Tax 6:
Maintenance and preservation of records 6.1

6.2

6.3

6.4

Tax 7:
Rulings 7.1

7.2

7.3

Tax 8:
Returns 8.1 Extension of filing date

8.2 Determination of tax where no return filed

Tax 9:
Claims to Group Relief and surrender of tax losses 9.1 Claims

9.2 Consent

9.3 Amendment of a return

9.4 Time limit for claims

9.5 Amount available for surrender reduced

Tax 10:
Claims to repayment of tax and rate of interest 10.1 Repayment of tax

10.2 Rate of interest

Tax 11:
Appeals 11.1 Standing over of tax payable

Tax 12:
Electronic filing of returns 12.1 The basic rule

12.2 Supporting documents

12.3 The conditions

12.4 Hard copies

12.5 Status of information and proceedings

Tax 13:
Claims and Elections 13.1 Procedure for making claims

13.2 Time limits

13.3 Claims not included in a return

13.4 Late Elections

Tax 14:
Reorganisations and reconstructions

1 Application, purpose and interpretation

1.1 Application
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.

1.2 Purpose
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.

1.3 Interpretation

1.3.1
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.

1.3.2
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.

1.3.3
Article 139 (Interpretation) applies to these rules as it applies to the Tax Regulations.

1.4 Defined terms
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.

1.5 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".

2 Tax Identification Number

2.1
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).

2.2
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.

3 Secrecy

3.1
Every Officer of the Tax Department shall—

(A) regard and deal with all documents and information coming into his possession or knowledge in connection with the performance of his duties under the Tax Regulations and these rules as secret; and

(B) not disclose such documents or information to a court, tribunal, or other person except as provided for in rules 3.2 and 3.3.

3.2
An Officer of the Tax Department may disclose a document or information referred to in rule 3.1–

(A) to the extent required in order to perform his duties under the Tax Regulations and these rules;

(B) where required by a court or tribunal in relation to administrative review or proceedings with respect to a matter under the Tax Regulations or these rules;

(C) where the disclosure is necessary for the purposes of any other fiscal law of the QFC or any QFCA Board's delegation or similar order; or

(D) for the purposes of disclosure by Qatar's competent authority to the competent authority of the government of another country with which Qatar has entered into an international agreement, to the extent permitted under that agreement.

(E) pursuant to a request made by a court, person or entity duly authorised to obtain the document or information in question by a judicial decision made in the State.

3.3
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.

4 Prescribed forms

4.1
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.

4.2
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.

5 Service of notice or documents

5.1
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—

(A) by sending it by prepaid post or by courier to the Representative's usual or last known address;

(B) by leaving it at the Representative's usual or last known place of business; or

(C) by serving it personally on the Representative.

5.2
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.

5.3
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.

5.4
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.

6 Maintenance and preservation of records

6.1
A QFC Entity which is required to file a return under Article 97 for any Accounting Period must—

(A) maintain such records as may be needed to enable it to file a correct and complete return for that Accounting Period; and

(B) preserve those records in accordance with this rule.

6.2
The records for any Accounting Period must be preserved until the later date of—

(A) 6 years from the end of the Accounting Period; or

(B) the completion of any enquiry into the return under Part 18 of the Tax Regulations, for the Accounting Period.

6.3
The records required to be maintained and preserved under this rule include records of—

(A) all sums of money received or expended, all sales and purchases of goods and services and other transactions and the assets and liabilities of the QFC Entity. Such records shall be sufficient to show and explain all transactions by the QFC Entity and must be such as to disclose with reasonable accuracy the financial position of the QFC Entity at any time; and

(B) supporting documents relating to the items mentioned in rule 6.3(A) including but not limited to accounts, books, deeds, contracts, vouchers and receipts.

6.4
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.

7 Rulings

7.1
An application for a ruling under Article 93 must contain the following information—

(A) the name and TIN of the applicant;

(B) full particulars of the arrangement in question;

(C) copies of all relevant documents with the relevant parts or passages identified;

(D) the applicant's opinion of the tax consequences of the arrangement, together with the reasons why it is considered those consequences prevail;

(E) the applicant's explanation of the particular point(s) of difficulty giving rise to the ruling request;

(F) details of the provisions of the Tax Regulations and these rules that the applicant considers are relevant to the application; and

(G) particulars of any case law, or practice notes issued under Article 94, the applicant considers are relevant to the application.

7.2
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—

(A) the date(s) that the transactions constituting the arrangement took place;

(B) details of the particular aspect(s) of the transactions constituting the arrangement in respect of which a ruling is sought; and

(C) a statement to the effect that, to the best of the applicant's knowledge and belief, the facts given are correct and all relevant facts have been disclosed.

7.3
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.

8 Returns

8.1 Extension of filing date

8.1.1
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—

(A) may, on such terms and conditions as they consider appropriate and where reasonable cause is shown, extend the filing date; and

(B) shall serve the QFC Entity with written notice of their decision on the application.

8.1.2
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.

8.1.3
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.

8.2 Determination of tax where no return filed

8.2.1
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.

8.2.2
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.

8.2.3
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.

8.2.4
If a QFC Entity shows—

(A) that there is no Accounting Period ending in or at the end of the period specified in the notice of determination;

(B) that it has filed a return for the Accounting Period specified in the notice of determination; or

(C) that no return is yet due for any such period,

then any determination of tax payable under this rule is of no effect.

8.2.5
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.

8.2.6
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.

8.2.7
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.

9 Claims to Group Relief and surrender of tax losses

9.1 Claims

9.1.1
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.

9.1.2
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.

9.1.3
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.

9.1.4
A claim for Group Relief may be made for less than the amount available for surrender at the time the claim is made.

9.1.5
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.

9.2 Consent

9.2.1
A notice of consent by the surrendering Company, to be effective, must include—

(A) The name of the surrendering Company;

(B) The name of the claimant Company;

(C) The amount of the tax loss being surrendered; and

(D) The Accounting Period of the surrendering Company to which the surrender relates.

9.2.2
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.

9.2.3
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.

9.3 Amendment of a return

9.3.1
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.

9.3.2
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.

9.3.3
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.

9.4 Time limit for claims

9.4.1
A claim for Group Relief may be made or withdrawn at any time up to whichever is the last of the following dates—

(A) the first anniversary of the filing date for the return of the claimant Company for the Accounting Period of claim;

(B) if notice of enquiry is given into that return under Article 109, 30 days after the enquiry is completed;

(C) if after such an enquiry the Tax Department amends the return under Article 112, 30 days after the notice of amendment is issued;

(D) if an appeal is brought against such an amendment, 30 days after the date on which the appeal is finally determined, or such longer time as the Tax Department may allow.

9.4.2
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.

9.5 Amount available for surrender reduced

9.5.1
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.

9.5.2
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.

9.5.3
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.

9.5.4
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.

9.5.5
A claimant Company which receives—

(A) a notice of withdrawal of consent, or a copy of a new notice of consent, under rule 9.5.3; or

(B) a copy of a notice containing directions by the Tax Department under rule 9.5.4

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.

10 Claims to repayment of tax and rate of interest

10.1 Repayment of tax
A claim to repayment of tax shall be subject to the procedure and time limits for making claims under rule 14.

10.2 Rate of interest
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.

11 Appeals

11.1 Standing over of tax payable

11.1.1
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.

11.1.2
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).

11.1.3
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).

12 Electronic filing of returns

12.1 The basic rule

12.1.1
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.

12.1.2
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.

12.1.3
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.

12.1.4
In rule 12.1.1 "information" includes any self-assessment, partnership statement, particulars or claim.

12.2 Supporting documents

12.2.1
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.

12.2.2
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.

12.2.3
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.

12.2.4
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.

12.3 The conditions

12.3.1
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.

12.3.2
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.

12.3.3
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.

12.3.4
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.

12.3.5
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.

12.4 Hard copies

12.4.1
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.

12.4.2
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.

12.4.3
In this rule "hard copy" means, in relation to information held electronically, a printed out version of that information.

12.5 Status of information and proceedings

12.5.1
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.

12.5.2
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.

12.5.3
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.

12.5.4
In rule 12.5 references to a return includes supporting documents.

13 Claims and Elections

13.1 Procedure for making claims

13.1.1
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.

13.1.2
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.

13.1.3
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.

13.1.4
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.

13.1.5
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.

13.2 Time limits

13.2.1
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.

13.2.2
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.

13.3 Claims not included in a return

13.3.1
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.

13.3.2
The form of a claim may require—

(A) such information as is reasonably required for the purposes of determining whether, and if so the extent to which, the claim is correct; and

(B) the delivery, with the claim, of such accounts, statements and documents relating to information contained in the claim, as are reasonably required for the purpose mentioned in paragraph 13.3.2(A).

13.3.3
Part 18 of the Tax Regulations (Enquiries) shall, with necessary modifications, apply to claims not included in a return.

13.4 Late Elections
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.

14 Reorganisations and reconstructions
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—

(A) full particulars of the transaction or transactions constituting the reorganisation or reconstruction;

(B) the date that the transaction or transactions constituting the reorganisation or reconstruction took place;

(C) copies of all relevant documents with the relevant parts or passages identified;

(D) the applicant's opinion of the tax consequences of the reorganisation or reconstruction, together with the reasons why it is considered those consequences should not apply, and the tax neutral treatment of Article 46 apply instead;

(E) the applicant's explanation of any particular point(s) of difficulty regarding the application; and

(F) details of the provisions of the Tax Regulations and these rules the applicant considers are relevant to the application.

QFCA Rules

QFCA Rules

Part 1:
Application, Interpretation and Definitions 1. Application

2. Interpretation

3. Definitions

Part 2:
General Rules General Rule 1 Application

General Rule 2 License to Conduct Non-Regulated Activities

General Rule 3 General Provisions

General Rule 4 Notices to the QFCA

General Rule 5 Reporting

General Rule 6 Record Keeping

General Rule 7 Waivers and Modifications

General Rule 8 Controllers

General Rule 9 Accounting and Auditing

General Rule 10 Fees

General Rule 11 Registered Functions

General Rule 12 Notification of Registered Functions

General Rule 13 Fitness and Propriety

General Rule 14 Competence, Training and Supervision

General Rule 15 Performance of Registered Functions

General Rule 16 Professional Support Services

Schedule 1 Principles

Schedule 2 Reporting Table

Schedule 3 Record Keeping Requirements

Schedule 4 Fees

Schedule 5 Licensing Criteria

Part 3:
Conduct of Business Rules (COB) COB Rule 1. Application

COB Rule 2. General Conduct of Business

COB Rule 3. Communication of Information and Marketing Materials

COB Rule 4. Conflicts and Material Interests

COB Rule 5. Complaints Handling

Part 4:
Licensed Firm Assets Rules (LFAR) LFAR Rule 1. Application

LFAR Rule 2. Objectives

LFAR Rule 3. General Provisions

LFAR Rule 4. Client Money

LFAR Rule 5. Client Money Distribution Rules

Part 5:
Compliance and Enforcement Rules (CER) CER Rule 1. Applicatio

CER Rule 2. Administration

CER Rule 3. Investigations

CER Rule 4. Disciplinary Powers

CER Rule 5. Enforcement Procedure

CER Rule 6. Contraventions

Part 1: Application, Interpretation and Definitions

1. Application
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

2. Interpretation
In the QFCA Rules, a reference to :

(A) a provision of any law, regulation or rule includes a reference to that provision as amended or re-enacted from time to time;

(B) a calendar year shall mean a year of the Gregorian calendar;

(C) a month shall mean a month of the Gregorian calendar;

(D) the masculine gender includes the feminine and the neuter;

(E) writing includes any form of representing or reproducing words in legible form; and

(F) references to a Person is, where the context permits, to any Person in respect of which the QFCA has jurisdiction under or pursuant to the QFC Law or Regulations or Rules or whose conduct or activities are or may be subject to the QFC Law, Regulations or Rules.

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.

3. Definitions
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

(A) from or on behalf of a Client in the course of or in connection with the carrying on of a Non-Regulated Activity in or from the QFC; or

(B) which a Licensed Firm treats as Client Money in accordance with LFAR.

"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:

(A) the appointment of a liquidator, receiver or administrator or trustee in bankruptcy or any equivalent appointment in any relevant jurisdiction in respect of that Licensed Firm;

(B) the withdrawal or cancellation by the QFCA of the Licensed Firms' Licence; or

(C) the variation of Licensed Firms' Licence by addition of a condition that it is no longer permitted to hold Client Money.

"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.

Amended by QFC Rules 2011-1 (as from 3rd October 2011)

Part 2: General Rules

General Rule 1. Application
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.

General Rule 2. License to Conduct Non-Regulated Activities

General Rule 2.1 Application
This General Rule 2 applies to a Licensed Firm that is not an Authorised Firm.

General Rule 2.2 General Conduct
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.

General Rule 2.3 Rejection of License Application
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.

General Rule 3. General Provisions

General Rule 3.1 Application
This General Rule 3 applies to a Licensed Firm and where specified, to an Authorised Firm in respect of a Relevant Requirement.

General Rule 3.2 Disclosure of Licensed Status

General Rule 3.2.1
A Licensed Firm must not misrepresent its status expressly or by implication.

General Rule 3.2.2
(A) A Licensed Firm must take reasonable care to ensure that all business documents in connection with the carrying on of Non-Regulated Activities in or from the QFC include one of the disclosures in General Rule 3.2.2(C).

(B) The expression "business documents":
(i) includes, but is not limited to, letterheads, whether issued by post, fax or electronic means, terms of business, Client agreements, written financial communications, business cards, prospectuses and websites; but

(ii) does not include compliment slips, account statements or text messages.

(C) The disclosure required under this General Rule is:
(i) 'Licensed by the Qatar Financial Centre Authority'; or

(ii) 'Licensed by the QFCA'.

(D) The QFCA logo must only be reproduced with the express written permission of the QFCA and in accordance with any conditions for use issued from time to time.

General Rule 3.3 Communication with the QFCA

General Rule 3.3.1
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.

General Rule 3.3.2
All internal procedures, records or other documentation created by the Licensed or Authorised Firm shall be in English.

General Rule 3.4 Complaints against the QFCA
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.

General Rule 3.5 Registers of Public Information

General Rule 3.5.1
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.

General Rule 3.5.2
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.

General Rule 3.6 Provision of Information
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.

General Rule 4. Notices to the QFCA

General Rule 4.1 Application
This General Rule 4 applies to a Licensed Firm that is not an Authorised Firm.

General Rule 4.2 Provision of Notifications

General Rule 4.2.1
Unless a QFCA Rule states otherwise, a Licensed Firm must ensure that each notification it provides to the QFCA:

(A) is in writing and contains the Licensed Firm's name and QFC number; and

(B) is submitted on any relevant QFC Form.

General Rule 4.2.2
A notification must be submitted to the QFCA:

(A) by electronic mail at the address provided by the QFCA; and

(B) duly signed by the signatories specified in the relevant QFCA Rule or as set forth herein and delivered by:
(i) post to the current address of the QFCA;

(ii) hand delivery to the current address of the QFCA; or

(iii) fax to a fax number provided by the QFCA.

General Rule 4.2.3
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.

General Rule 4.3 Core Details

General Rule 4.3.1
A Licensed Firm must provide the QFCA with reasonable advance notice of any change in:

(A) the Licensed Firm's name;

(B) the continuation of its business in the QFC;

(C) the address of the Licensed Firm's principal place of business in the QFC;

(D) in the case of a branch, its registered office or head office address;

(E) its legal structure;

(F) the name of any individual undertaking a Registered Function or any material matters relating to such individual's fitness and propriety; and

(G) Control, pursuant to General Rule 8.

General Rule 4.3.2
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.

General Rule 4.4 Significant Events

General Rule 4.4.1
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.

General Rule 4.5 Fraud and Errors

General Rule 4.5.1
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) it becomes aware that an employee may have committed a fraud against one of its Client;

(B) a serious fraud has been committed against it;

(C) it has reason to believe that a Person is acting with intent to commit a serious fraud against it; or

(D) it identifies significant irregularities in its accounting or other records, whether or not there is evidence of fraud.

General Rule 4.6 Action Against a Licensed Firm

General Rule 4.6.1
A Licensed Firm must notify the QFCA immediately if:

(A) civil proceedings are brought against the Licensed Firm and the amount of the claim is in excess of 20% of the Licensed Firm's financial resources or is significant in relation to its reputation; or

(B) the Licensed Firm is prosecuted for, or convicted of, any offence involving fraud or dishonesty, or any penalties are imposed on it for tax evasion.

General Rule 5. Reporting

General Rule 5.1 Application
This General QFCA Rule 5 applies to a Licensed Firm and to an Authorised Firm in respect of a Relevant Requirement.

General Rule 5.2 Provision of Reports

General Rule 5.2.1
(A) Unless a QFCA Rule states otherwise, a Licensed or Authorised Firm must ensure that each report it provides to the QFCA:
(i) contains the Licensed or Authorised Firm's name and the related QFC number; and

(ii) subject to (B) is received by the QFCA by 5pm on the day on which it is due.

(B) If the due date is not a Business Day, the report must be received by the QFCA by 5pm on the next Business Day.

(C) A report will not be considered to have been received by the QFCA until it has been:
(i) received by electronic mail, or as otherwise directed, at the address provided by the QFCA; and

(ii) duly signed by the signatories specified in the relevant QFCA Rule and delivered by:
(1) post to the current address of the QFCA;

(2) hand delivered to the current address of the QFCA; or

(3) faxed to a fax number provided by the QFCA.

General Rule 5.2.2
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.

General Rule 5.3 Summary of Reporting Requirements
The reporting requirements relevant to Licensed or Authorised Firms are set out at Schedule 2.

General Rule 6. Record Keeping

General Rule 6.1 Application
This General Rule 6 applies to a Licensed Firm and to an Authorised Firm in respect of a Relevant Requirement.

General Rule 6.2 General Requirements

General Rule 6.2.1
A Licensed or Authorised Firm must maintain appropriate records of:

(A) matters and dealings, including accounting records;

(B) policies and procedures; and

(C) other documentation,

which are required under Relevant Requirements.

General Rule 6.3 Maintenance of Records

General Rule 6.3.1
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.

General Rule 6.3.2
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.

General Rule 6.3.3
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.

General Rule 6.3.4
(A) Where original documents cannot be maintained, copies may be kept, provided they are duly certified copies of the original documents.

(B) A document in (A) must be certified by:
(i) in the case of a document created or issued or copied by the Licensed or Authorised Firm itself, a Director or secretary of the Firm;

(ii) in the case of a document issued by a public body responsible for the maintenance of the original document, a Person properly authorised by that public body; or

(iii) in any other case, a Person duly authorised to certify official documents in the jurisdiction in which the copy is being certified.

General Rule 6.3.5
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.

General Rule 7. Waivers and Modifications

General Rule 7.1 Application
This General Rule 7 applies to a Licensed Firm and to an Authorised Firm in respect of a Relevant Requirement.

General Rule 7.2 Application to Waive or Modify Rules

General Rule 7.2.1
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.

General Rule 7.2.2
The application for a Waiver or Modification Notice must contain:

(A) the Licensed or Authorised Firm's name and the related QFC number;

(B) the Relevant Requirement to which the application relates;

(C) a clear explanation of the waiver or modification that is being applied for and the reason why the Licensed or Authorised Firm is requesting it;

(D) details of any other requirements; for example, if there is a specific period for which the Waiver or Modification Notice is required;

(E) any reasons the Licensed or Authorised Firm may have as to why the Waiver or Modification Notice should not be published or why it should be published without disclosing the identity of the Firm or the confidential or propriety nature of certain information; and

(F) all relevant facts to support the application.

General Rule 7.2.3
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.

General Rule 7.2.4
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.

General Rule 7.3 Procedure on Receipt of an Application

General Rule 7.3.1
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.

General Rule 7.3.2
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.

General Rule 7.4 Conditions for Granting a Waiver or Modification

General Rule 7.4.1
The QFCA must be satisfied, when giving a notice under this General Rule 7 in relation to a Person, that:

(A) either:
(i) the burden experienced by that Person in complying with the Relevant Requirement would significantly outweigh the benefits that the Relevant Requirement was intended to achieve; or

(ii) compliance with the Relevant Requirement would not achieve or further the purpose for which the Relevant Requirement was made; and

(B) the notice would not result in undue risk to Persons whose interests the QFCA Rule is intended to protect.

General Rule 7.5 Applicability of a Waiver or Modification Notice

General Rule 7.5.1
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.

General Rule 7.5.2
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.

General Rule 7.6 Continuing Relevance of a Written Notice
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.

General Rule 7.7 Publication of a Waiver or Modification Notice

General Rule 7.7.1
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:

(A) those likely to be affected by it; and

(B) others who may be likely to become subject to a similar notice.

General Rule 7.8 Revocation or Variation of a Waiver or Modification Notice
The QFCA may on the application of the Person to whom it applies, or on its own initiative:

(A) revoke a written notice; or

(B) vary a written notice.

General Rule 7.9 Referral of the QFCA's Decisions in Relation to a Waiver or Modification Notice
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).

General Rule 8. Controllers

General Rule 8.1 Application

General Rule 8.1.1
This General Rule 8 applies to:

(A) Persons who acquire, or change their level or type of Control over a Licensed Firm that is not an Authorised Firm; and

(B) Licensed Firms that is not an Authorised Firm.

General Rule 8.2 General Provisions

General Rule 8.2.1
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..

General Rule 8.2.2
A Licensed Firm must provide information on its Controllers in the form and in the manner required by QFC Form Q01.

General Rule 8.2.3
A Licensed Firm must establish and maintain systems and controls to enable it to:

(A) be advised of any proposed or actual acquisitions or changes in Control; and

(B) monitor any proposed or actual acquisition or changes in Control.

General Rule 8.3 Requirement to Notify the QFCA
A Controller Notice must be submitted to the QFCA to notify the QFCA of an acquisition or cessation of Control in a Licensed Firm.

General Rule 8.4 Controller Notice

General Rule 8.4.1
A Controller Notice must be in writing on any relevant QFC Form.

General Rule 8.4.2
A Controller Notice must be accompanied by the information and documents as specified in any such QFC Form.

General Rule 8.4.3
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.

General Rule 8.4.4
A Controller Notice must be submitted by:

(A) the Licensed Firm in question; or

(B) where the Licensed Firm is not aware of the acquisition or change in Control, the Person who is proposing to acquire or cease Control or has acquired or ceased Control.

General Rule 8.4.5
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.

General Rule 8.4.6
A Controller Notice must be submitted to the QFCA in line with the provisions for notifications outlined in these General Rules.

General Rule 8.4.7
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.

General Rule 8.5 Consideration of Controller Notices

General Rule 8.5.1
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.

General Rule 8.5.2
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:

(A) the Licensed Firm's fitness, propriety and compliance with the Regulations and Rules;

(B) the spirit, purpose and Objectives of the Principles; and

(C) the Objectives, strategies and priorities of the QFCA.

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.

General Rule 8.6 Annual Controller's Report

General Rule 8.6.1
(A) A Licensed Firm must submit a Controller's report to the QFCA annually within four (4) months of its financial year end.

(B) The Controller's report in (A) must include:
(i) the name of each Person having Control over the Licensed Firm;

(ii) the level and type of Control of each Person in (i);

(iii) if the Person in (i) is a Body Corporate, its country of incorporation, address and registered number; and

(iv) if the Person in (i) is an individual, his date and place of birth.

General Rule 9. Accounting and Auditing

General Rule 9.1 Application
This General Rule 9 applies to a Licensed Firm that is not an Authorised Firm.

General Rule 9.2 Accounting Records

General Rule 9.2.1
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) disclose with reasonable accuracy the financial position of the Licensed Firm at any time;

(B) enable the Licensed Firm to ensure that any accounts prepared by the Licensed Firm comply with the requirements in these Rules; and

(C) record the financial position of the Licensed Firm as at its financial year end.

General Rule 9.2.2
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.

General Rule 9.3 Accounting Standards
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.

General Rule 9.4 Financial Accounts and Statements

General Rule 9.4.1
Within four months of the end of the financial year, a Licensed Firm must:

(A) have its accounts and financial statements examined and reported upon by the Licensed Firm's auditor in accordance with the requirements of the Companies Regulations or Limited Liability Partnership Regulations, any other applicable Regulations and these Rules; and

(B) file a copy of the financial statements and auditor's report with the CRO.

General Rule 9.5 Auditor's Report

General Rule 9.5.1
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:

(A) conducts an audit of the Licensed Firm's accounts and financial statements in accordance with the requirements of the relevant standards published by the International Auditing and Assurance Standards Board (IAASB) or other standards deemed acceptable by the QFCA;

(B) produces a report on the audited accounts and financial statements which states:
(i) whether, in the auditor's opinion, the accounts have been properly prepared in accordance with the requirements imposed by Regulations or these Rules;

(ii) in particular, whether the accounts give a true and fair view of the financial position of the Licensed Firm for the financial year and of the state of the Licensed Firm's affairs at its financial year end; and

(iii) any other matter or opinion relating to the requirements of Regulations or these Rules;

(C) produce an auditors report which states whether:
(i) the auditor has audited the Licensed Firm's annual financial statements in accordance with the IAASB or other standards deemed acceptable by the QFCA;

(ii) the auditor has carried out any other procedures considered necessary, having regard to the IAASB or other standards deemed acceptable by the QFCA;

(iii) the auditor has received all necessary information and explanations for the purposes of preparing this report to the QFCA; and

(iv) in the auditor's opinion, the Licensed Firm has kept proper accounting records, in compliance with the applicable Rules;

(D) produces, if the Licensed Firm controls or holds Client Money, a report which states whether, in the opinion of the Auditor:
(i) the Licensed Firm has maintained throughout the year systems and controls to enable it to comply with the relevant provisions of the LFAR;

(ii) the Licensed Firm's controls are such as to ensure that Client Money is identifiable and secure at all times;

(iii) any of the requirements of LFAR have not been met;

(iv) if applicable, Client Money that has been segregated in accordance with the LFAR;

(v) if applicable, the Licensed Firm was holding and controlling an appropriate amount of Client Money in accordance with LFAR as at the date on which the Licensed Firm's audited balance sheet was prepared; and

(vi) if applicable, there have been any material discrepancies in the reconciliation of Client Money.

General Rule 10. Fees

General Rule 10.1 Application
Except as set forth in General Rule 10.7, this General Rule 10 applies to a Licensed Firm that is not an Authorised Firm.

General Rule 10.2 General Provisions

General Rule 10.2.1
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.

General Rule 10.2.2
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.

General Rule 10.2.3
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.

General Rule 10.3 Supplementary Fees

General Rule 10.3.1
(A) The QFCA may require a Licensed Firm or Applicant to pay a supplementary fee to the QFCA in circumstances where it has or reasonably expects to incur substantial additional costs in dealing with an Application or conducting ongoing supervision.

(B) In such cases the QFCA will notify the Applicant as soon as reasonably practicable of the amount of the supplementary fee.

General Rule 10.4 Application Fees

General Rule 10.4.1
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:

(A) the Application fees specified in Schedule 4; and

(B) any supplementary fee required by the QFCA.

General Rule 10.4.2
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.

General Rule 10.5 Annual Fees

General Rule 10.5.1
A Licensed Firm must pay to the QFCA:

(A) the annual fee specified in Schedule 4; and

(B) any supplementary fee required by the QFCA.

General Rule 10.5.2
(A) The initial annual fee (pro rated) must be paid in full to the QFCA within twenty one (21) days of the date of grant of a Licence.

(B) Subsequent annual fees must be paid in full to the QFCA on or before 1 January of every calendar year.

General Rule 10.6 Fees for Extracts of Information from the Registers of Public Information
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.

General Rule 10.7 Miscellaneous Fees
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.

General Rule 11. Registered Functions

General Rule 11.1 Application
This General Rule 11 applies to a Licensed Firm that is not an Authorised Firm.

General Rule 11.2 Description of Registered Function
The function described in this General Rule 11.2 is a Registered Function for the purposes of QFCA Rules.

General Rule 11.2.1 Senior Executive Function
The Senior Executive Function is the function of having overall responsibility alone or jointly with one or more individuals:

(A) for the conduct of the whole of the business of a Licensed Firm; or

(B) in the case of a Licensed Firm established outside the QFC operating through a branch in the QFC (a Non-Local Licensed Firm), for the business of the Licensed Firm carried out in or from the QFC.

General Rule 11.3 Additional Requirements for Registered Functions

General Rule 11.3.1
The Senior Executive Function must be carried out by an individual who:

(A) in the case of a Local Licensed Firm is ordinarily resident in the State; and

(B) in the case of a Non-Local Licensed Firm spends an appropriate proportion of his time in the State having regard to responsibilities that the Senior Executive Function entails.

General Rule 11.3.2
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).

Amended by QFC Rules 2011-1 (as from 3rd October 2011)

General Rule 11.4 Registered Functions

General Rule 11.4.1
Subject to General Rule 11.3.2, every Licensed Firm must have one individual registered to carry on the following functions:

(A) Senior Executive Function; and

(B) if applicable, the Money Laundering and Terrorist Financing Reporting Function and in compliance with the requirements of the AML/CFT Law and the AML/CFT Rules under the supervision of the QFC Regulatory Authority.

Amended by QFC Rules 2011-1 (as from 3rd October 2011)

General Rule 11.4.2
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.

General Rule 12. Notification of Registered Functions

General Rule 12.1 Application
This General Rule 11 applies to a Licensed Firm that is not an Authorised Firm.

General Rule 12.2 Notification of an Individual Conducting Registered Functions

General Rule 12.2.1
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.

General Rule 12.2.2
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.

Amended by QFC Rules 2011-1 (as from 3rd October 2011)

General Rule 13. Fitness and Propriety

General Rule 13.1 Application
This General Rule 13 applies to a Licensed Firm that is not an Authorised Firm.

General Rule 13.2 Licensed Firm's Assessment of Individuals

General Rule 13.2.1
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) honesty, integrity and reputation;

(B) competence and capability; and

(C) financial soundness.

General Rule 13.2.2
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.

General Rule 14. Competence, Training and Supervision

General Rule 14.1 Application
This General Rule 14 applies to a Licensed Firm that is not an Authorised Firm.

General Rule 14.2 Suitability and Competence

General Rule 14.2.1
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.

General Rule 14.2.2
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.

General Rule 14.2.3
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.

Amended by QFC Rules 2011-1 (as from 3rd October 2011)

General Rule 14.3 Training and Supervision
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.

General Rule 15. Performance of Registered Functions

General Rule 15.1 Application
This General Rule 15 applies to a Licensed Firm that is not an Authorised Firm.

General Rule 15.2 Multiple Appointments

General Rule 15.2.1
An individual may carry on Registered Functions for more than one Licensed Firm provided that:

(A) each such Licensed Firm confirms to the QFCA:
(i) that it is aware of the Registered Functions which that individual carries out for any other Licensed Firm; and

(ii) that it is satisfied that no conflict of interest will arise from the performance by that individual of those Registered Functions for such other Licensed Firm; and

(B) the QFCA is satisfied that no such conflicts of interest will arise.

General Rule 15.2.2
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.

General Rule 16. Professional Support Services

General Rule 16.1 Application
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.

General Rule 16.2 Definition

General Rule 16.2.1
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.

General Rule 16.2.2
The activities for the purposes of General Rule 16.2.1 are:

(A) providing Legal Services;

(B) providing Accountancy Services;

(C) providing Tax Consulting Services;

(D) providing Ship Broking and Agency Services;

(E) providing Credit Rating Services;

(F) providing Classification Services

General Rule 16.2.3
Each kind of activity specified in General Rule 16.2.2:

(A) is to be construed in the manner provided under these Rules; and

(B) is subject to rules and exclusions under these Rules which may apply to such an activity.

General Rule 16.2.4
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.

General Rule 16.2.5
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.

General Rule 16.2.6
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) which are within the same Group; or

(B) which are or propose to become participators in a joint enterprise and the transaction is entered into for the purposes of or in connection with that enterprise.

General Rule 16.2.7
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.

General Rule 16.3 Definitions of Professional Support Services

General Rule 16.3.1 Providing Legal Services
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:

(A) giving legal advice or counsel to such a Person as to his legal rights or the legal rights or responsibilities of others;

(B) giving legal advice or counsel to such a Person in relation to any QFC Law, or any Regulations or Rules issued thereunder or the laws of any other jurisdiction;

(C) drafting or completion of legal documents or agreements which affect such a Person's legal rights;

(D) representation of such a person in court proceedings or in an administrative adjudicative procedure in which legal pleadings are filed or a record is established as the basis for judicial review; or

(E) negotiation of legal rights or responsibilities on behalf of such a Person; but excluding acting as a lay representative authorised by an administrative agency or tribunal, serving as a judge, mediator, arbitrator, conciliator or facilitator; and participation in employment negotiations, arbitrations or conciliations.

General Rule 16.3.2 Providing Accountancy Services
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:

(A) performing audit, examination, verification, investigation, certification, presentation or review of financial transactions and accounting records for such a Person;

(B) preparing or certifying reports on audits or examinations of books or records of account, balance sheets, and other financial, accounting and related documents for such a Person; or

(C) advising such a Person on matters relating to accounting procedure and the recording, presentation or certification of financial information or data, including financial information or data required, including by legislation applicable in the QFC.

General Rule 16.3.3 Providing Tax Consulting Services
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.

General Rule 16.3.4 Providing Ship Broking and Agency Services
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.

General Rule 16.3.5 Providing Credit Rating Services
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.

General Rule 16.3.6 Providing Classification Services
In General Rule 16.2.2 providing Classification Services means providing services for classification of vessels.

General Rule 16.4 Application

General Rule 16.4.1
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.

General Rule 16.4.2
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.

General Rule 16.4.3
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.

General Rule 16.4.4
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.

General Rule 16.4.5
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.

General Rule 16.4.6
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.

General Rule 16.5 On going duties

General Rule 16.5.1
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.

General Rule 16.5.2
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.

General Rule 16.5.3
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.

General Rule 16.5.4
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.

General Rule 16.6 Withdrawal of licence
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.

Schedule 1 — Principles

1. Principles of Conduct

1.1 Principles 3, 4 and 5 also take into account any activities of other members of a Licensed Firm's Group where those activities impact or potentially impact the Licensed Firm's compliance with these Principles.

1.2 References in the Principles to Clients include references to potential Clients.

1.3 The Principles

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.

Schedule 2 — Reporting Table

1. Reporting Table

Guidance

1. The aim of the Reporting Table is to provide a Licensed Firm with an overview of the relevant periodic reporting requirements throughout the Rules.

2. The table is not a complete statement of all requirements and should not be relied upon as such.

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

Schedule 3 — Record Keeping Requirements

1. RECORD KEEPING TABLE

General Rules

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

Individuals

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

COB Rules

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

Schedule 4 — Fees

1. Application Fees

An Applicant seeking a Licence to conduct Non-Regulated Activities must pay the fees as follows, and may be amended by the QFCA:

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

No separate fee is payable for registration with the CRO.

2. Annual Fees

Initial Annual Fee

2.1

(1) A Licensed Firm must pay to the QFCA an initial annual fee for the initial period after the grant of Licensed Firm status.

(2) The initial annual fee is calculated as the fee which was payable at the time of Application for a licence, pro-rated over the whole months remaining between the date of the grant of the licence and the end of the calendar year.

Subsequent Annual Fees

2.2

(1) A Licensed Firm must pay to the QFCA a standard annual fee for any period of regulation after the period described in above paragraph 2.1.

(2) The standard annual fee is as follows, and may be amended by the QFCA:

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

3. Provision of Extracts of Information from the Registers of Public Information

In accordance with General Rule 10.6, Persons must upon Application for extracts of information from the registers of public information maintained by the QFCA, whether relating to either a Licensed Firm or a Registered Function, pay to the QFCA the prescribed fee of US$50 for each specific information request.

4. Miscellaneous Fees

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. The minimum fee for any such service shall be US$50.00 and notice will be provided in advance of actual fees to be assessed for that service.

Schedule 5 — Licensing Criteria
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.

A) In respect to providing Legal Services
(i) a list of the professional bodies to which the Applicant is associated and/or regulated by;

(ii) details of any codes of practice or rules to which the Applicant complies;

(iii) a list of the laws and jurisdictions in which the Applicant and its lawyers are qualified to practise;

(iv) a list of any investigations undertaken by any regulatory body that regulates the Applicant;

(v) details of the types of Clients and matters that the Applicant has worked on in the past;

(vi) the extent to which the Applicant has shown its qualification to practice particular areas of law in support of different Permitted Activities to the standard that shall apply in the QFC;

(vii) the extent to which the Applicant has demonstrated that its core areas of practice are not readily available from provider of legal services already available in the State of Qatar or elsewhere in the region;

(viii) details of the Applicants professional indemnity insurance cover;

(ix) such other criteria as the QFCA may consider relevant or necessary.

B) Accountancy Services
(i) a list of the professional bodies to which the Applicant is associated and/or regulated by;

(ii) details of any codes of practice or rules to which the Applicant complies;

(iii) a list of any investigations undertaken by any regulatory body that regulates the Applicant;

(iv) details of the types of Clients and matters that the Applicant has worked on in the past;

(v) details of the Applicants professional indemnity insurance cover;

(vi) qualifications to apply IFRS, UK GAAP, US GAAP, General Accepted Accounting Standards and/or AAOIFI standards;

(vii) such other criteria as the QFCA may consider relevant or necessary.

C) Tax Consulting Services
(i) a list of the professional bodies to which the Applicant is associated and/or regulated by;

(ii) details of the codes of practice or rules to which the Applicant complies;

(iii) a list of any investigations undertaken by any regulatory body that regulates the Applicant;

(iv) details of the types of Clients and matters that the Applicant has worked on in the past;

(v) details of the tax systems on which the Applicant has experience of advising;

(vi) details of the Applicant's professional indemnity insurance cover;

(vii) such other criteria as the QFCA may consider relevant or necessary.

D) Ship Broking and Agents Services
(i) a list of the professional bodies to which the Applicant is associated and/or regulated by;

(ii) details of the codes of practice or rules to which the Applicant complies;

(iii) a list of any investigations undertaken by any regulatory body that regulates the Applicant;

(iv) details of the types of Clients and matters that the Applicant has worked on in the past;

(v) details of the Applicant's professional indemnity insurance cover;

(vi) such other criteria as the QFCA may consider relevant or necessary.

E) Credit Rating Services
(i) a list of the professional bodies to which the Applicant is associated and/or regulated by;

(ii) details of the codes of practice or rules to which the Applicant complies;

(iii) a list of any investigations undertaken by any regulatory body that oversees the Applicant;

(iv) details of the types of Clients and matters that the Applicant has worked on in the past;

(v) details of the Applicant's professional indemnity insurance cover;

(vi) such other criteria as the QFCA may consider relevant or necessary.

F) Classification Services
(i) a list of the professional bodies to which the Applicant is associated and/or regulated by;

(ii) details of the codes of practice or rules to which the Applicant complies;

(iii) a list of any investigations undertaken by any regulatory body that oversees the Applicant;

(iv) details of the types of Clients and matters that the Applicant has worked on in the past;

(v) details of the Applicant's professional indemnity insurance cover;

(vi) such other criteria as the QFCA may consider relevant or necessary.

G) Other Non-Regulated Activities
(i) a list of the professional bodies to which the Applicant is associated and/or regulated by;

(ii) a list of the codes of practice or rules to which the Applicant complies;

(iii) a list of any investigations undertaken by any regulatory body that oversees the Applicant;

(iv) details of the types of Clients and matters that the Applicant has worked on in the past;

(v) details of the Applicant's professional indemnity insurance cover;

(vi) such other criteria as the QFCA may consider relevant or necessary.

Part 3: Conduct of Business Rules (COB)

COB Rule 1. Application

COB Rule 1.1
The QFCA Rules in Part 3 shall be referred to as the Conduct of Business Rules (the "COB Rules").

COB Rule 1.2
The provisions of these COB Rules apply to a Licensed Firm that is not an Authorised Firm.

COB Rule 2. General Conduct of Business
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.

COB Rule 3. Communication of Information and Marketing Materials

COB Rule 3.1 Communication of Information

COB Rule 3.1.1
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.

COB Rule 3.1.2
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.

COB Rule 3.2 Reliance on Others

COB Rule 3.2.1
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.

COB Rule 3.2.2
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.

COB Rule 3.3 Marketing Material
Before a Licensed Firm communicates any marketing material to a Client it must ensure that the material is accurate and not misleading.

COB Rule 3.4 Confidentiality
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.

COB Rule 4. Conflicts and Material Interests

COB Rule 4.1 Conflicts and Material Interests

COB Rule 4.1.1
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.

COB Rule 4.1.2
Where a Licensed Firm has knowledge of a conflict or a material interest, it must manage that interest by:

(A) establishing and maintaining effective internal restrictions on the communication of that knowledge within the Licensed Firm;

(B) disclosing the material interest or conflict of interest to the Client in writing either generally or in relation to a specific transaction and taking reasonable steps to ensure that the Client does not object; or

(C) relying on a written policy of independence, which requires an Employee to disregard any conflict of interest or material interest when advising a Client or exercising discretion.

COB Rule 4.1.3
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.

COB Rule 4.1.4
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.

COB Rule 5. Complaints Handling

COB Rule 5.1 Complaints Handling

COB Rule 5.1.1
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.

COB Rule 5.1.2
The internal complaints handling procedures referred to in COB Rule 5.1.1 must provide for:

(A) receiving complaints;

(B) responding to complaints; and

(C) the appropriate investigation of complaints.

COB Rule 5.1.3
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.

COB Rule 5.1.4
A Licensed Firm's systems and controls must include appropriate management controls to ensure that:

(A) it handles complaints fairly, consistently and promptly; and

(B) it identifies and remedies any recurring or systemic problems, as well as any specific problem identified by a complaint.

COB Rule 5.2 Record Keeping
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.

Part 4 Licensed Firm Assets Rules (LFAR)

LFAR Rule 1. Application
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.

LFAR Rule 2. Objectives

LFAR Rule 2.1 General Objectives
The QFCA considers that the proper safeguarding of money and other assets belonging to Clients is essential to the pursuit of its Objectives.

LFAR Rule 2.2 Requirements

LFAR Rule 2.2.1
This LFAR sets out the requirements applicable to Licensed Firms in relation to the proper safeguarding of money and other assets belonging to Clients.

LFAR Rule 2.2.2
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.

LFAR Rule 3. General Provisions

LFAR Rule 3.1 Provision of Information
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.

LFAR Rule 4. Client Money

LFAR Rule 4.1 Application

LFAR Rule 4.1.1
This chapter applies to every Licensed Firm that holds Client Money.

LFAR Rule 4.1.2
For the purposes of Rule 4.1.1 of the LFAR, Client Money is held by a Licensed Firm if it is:

(A) directly held by the Licensed Firm

(B) held in an account in the name of the Licensed Firm or

(C) held by a Person, or in an account in the name of a Person, controlled by the Licensed Firm.

LFAR Rule 4.2 Definition of Client Money

LFAR Rule 4.2.1
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.

LFAR Rule 4.2.2
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.

LFAR Rule 4.2.3
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.

LFAR Rule 4.3 Creation of Trust over Client Money

LFAR Rule 4.3.1
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) for the purposes of and on the terms of the Client Money Protection Rules and the Client Money Distribution Rules;

(B) subject to Rule 4.3.1(C) of the LFAR, for the Clients for whom that money is held according to their respective interests in it;

(C) on the failure of the Licensed Firm, for the payment of the costs properly attributable to the distribution of the Client Money, in accordance with Rule 4.3.1(B) of the LFAR; and

(D) after all valid claims and costs under Rule 4.3.1(B) and Rule 4.3.1(C) of the LFAR have been met, for the Licensed Firm itself.

LFAR Rule 4.4 Payment of Client Money into Client Bank Accounts

LFAR Rule 4.4.1
A Client Bank Account is an account:

(A) that is held with a Eligible Bank;

(B) that includes the words "Client Bank Account" in its title; and

(C) in respect of which, the Licensed Firm has:
(i) notified the relevant Eligible Bank in writing that all money standing to the credit of the account is held by the Licensed Firm as trustee and that the Eligible Bank is not entitled to combine the account with any other account or to exercise any right of set-off or counterclaim against money in that account in respect of any sum owed to it on any other account of the Licensed Firm; and

(ii) requested the Eligible Bank to provide it with a written acknowledgement of the matters set out in Rule 4.4.1(C)(i) of the LFAR.

Amended by QFC Rules 2011-1 (as from 3rd October 2011)

LFAR Rule 4.4.2
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.

LFAR Rule 4.4.3
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:

(A) the money is received directly into a Client Bank Account; and

(B) if money is received directly into the Licensed Firm's own account, the money is transferred into a Client Bank Account within one (1) Business Day of receipt.

LFAR Rule 4.4.4
If a Licensed Firm receives a mixed remittance (part Client Money and part other money), it must:

(A) pay the full sum into a Client Bank Account in accordance with Rule 4.4.2 of the LFAR; and

(B) transfer out that part of the payment which is not Client Money within one (1) Business Day of the day on which it would normally expect the remittance to be cleared (or, if such day is not a Business Day in the jurisdiction in which the account is held, on the next Business Day in that jurisdiction).

LFAR Rule 4.4.5
A Licensed Firm:

(A) may only pay, or permit to be paid, Client Money into a Client Bank Account where it has undertaken a prior assessment of the suitability of the relevant Designated Bank and concluded on reasonable grounds that the Designated Bank is suitable to hold that Client Money in a Client Bank Account; and

(B) must have systems and controls in place to ensure that the Designated Bank remains suitable.

LFAR Rule 4.4.6
The requirement for a Licensed Firm to pay Client Money into a Client Bank Account does not apply with respect to Client Money:

(A) received in the form of cheque, or other payable order, until the Licensed Firm is in receipt of the proceeds of that cheque; or

(B) temporarily held by a Licensed Firm before forwarding to a Person nominated by the Client.

LFAR Rule 4.4.7
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.

LFAR Rule 4.5 Segregation of Client Money from the Licensed Firm's Own Money

LFAR Rule 4.5.1
Subject to Rule 4.5.2 of the LFAR, a Licensed Firm must not deposit its own money into a Client Bank Account.

LFAR Rule 4.5.2
A Licensed Firm must not hold money other than Client Money in a Client Bank Account unless it is:

(A) a minimum sum required to open the account or to keep it open;

(B) money that is temporarily in the account in accordance with Rule 4.4.4 of the LFAR (mixed remittance); or

(C) interest credited to the account which exceeds the amount payable to Clients as interest and has not yet been withdrawn by the Licensed Firm, provided that the money is removed within one calendar month.

LFAR Rule 4.5.3
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.

LFAR Rule 4.6 Payment of Client Money from Client Bank Accounts

LFAR Rule 4.6.1
A Licensed Firm must have procedures for ensuring all withdrawals from a Client Bank Account are authorised.

LFAR Rule 4.6.2
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:

(A) due and payable to the Licensed Firm;

(B) paid to the Client on whose behalf the Client Money is held;

(C) paid in accordance with an instruction from the Client on whose behalf the Client Money is held;

(D) required to meet the payment obligations of the Client on whose behalf the Client Money is held; or

(E) paid out in circumstances that are otherwise authorised by the QFCA

whereupon it shall cease to be Client Money and the Licensed Firm's obligations as trustee in respect of such money shall cease.

LFAR Rule 4.6.3
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.

LFAR Rule 4.7 Client Notifications
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.

LFAR Rule 4.8 Client Reporting

LFAR Rule 4.8.1
A Licensed Firm must send a statement to the Client quarterly or at such other intervals as are agreed in writing with the Client.

LFAR Rule 4.8.2
The statement must include:

(A) The Client's total Client Money balances held by the Licensed Firm reported in the currency in which the Client Money is held, or the relevant exchange rate if not reported in the currency in which the money is held;

(B) the amount, date, value and description of each credit and debit paid into and out of the account since the previous statement; and

(C) any interest earned and charged on the Client Money since the previous statement.

LFAR Rule 4.8.3
The statement sent to the Client must be prepared within one (1) calendar month of the statement date.

LFAR Rule 4.9 Reconciliation

LFAR Rule 4.9.1
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.

LFAR Rule 4.9.2
A Licensed Firm must:

(A) reconcile the individual credit ledger balances, Client Bank Account balances and the balances on the relevant Eligible Bank statement;

(B) check that the balance in the Client Bank Accounts as at the close of business on the previous day was at least equal to the aggregate balance of individual credit ledger balances as at the close of business on the previous day; and

(C) ensure that all shortfalls, excess balances and unresolved differences, other than differences arising solely as a result of timing differences between the accounting systems of the Eligible Bank and the Licensed Firm, are investigated and, where applicable, corrective action taken as soon as is practicable.

Amended by QFC Rules 2011-1 (as from 3rd October 2011)

LFAR Rule 4.9.3
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.

LFAR Rule 4.9.4
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.

LFAR Rule 4.10 Auditor's Reports

LFAR Rule 4.10.1
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).

LFAR Rule 4.11 Record Keeping

LFAR Rule 4.11.1
A Licensed Firm must maintain records:

(A) which enable the Licensed Firm to demonstrate to its auditors and the QFCA its compliance with the requirements set out in this chapter; and

(B) which enable the Licensed Firm to demonstrate and explain all entries of money held in accordance with this chapter.

LFAR Rule 4.11.2
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.

LFAR Rule 4.11.3
A Licensed Firm must maintain a master list of all of its Client Bank Accounts.

LFAR Rule 4.11.4
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.

LFAR Rule 4.11.5
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.

LFAR Rule 4.11.6
Except as otherwise stated, all records maintained by a Licensed Firm pursuant to this chapter must be kept for at least six (6) years.

LFAR Rule 5. Client Money Distribution Rules

LFAR Rule 5.1 Application
This chapter applies to every Licensed Firm that holds Client Money.

LFAR Rule 5.2 Firm-Related Distribution Event

LFAR Rule 5.2.1
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):

(A) first, all Client Money held in any Client Bank Account, shall be pooled and distributed among the Licensed Firm's Clients on a proportionate basis in accordance with the value of their respective valid claims against the Licensed Firm in respect of money owed to them by the Licensed Firm that is Client Money;

(B) secondly, upon satisfaction of all claims in (A) above;

(C) if a liquidator, receiver, administrator, or trustee in bankruptcy has been appointed over the Licensed Firm, the surplus shall be distributed in accordance with applicable insolvency or bankruptcy laws of the QFC; or

(D) in all other cases, the surplus shall be distributed in accordance with the direction of the QFCA.

LFAR Rule 5.2.2
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.

LFAR Rule 5.2.3
To the extent that the above requirements are inconsistent with the Insolvency Regulations, the above requirements will prevail.

LFAR Rule 5.3 Third Party-Related Distribution Event

LFAR Rule 5.3.1
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:

(A) the selection of the Eligible Bank; and

(B) its subsequent monitoring of that Eligible Bank.

Amended by QFC Rules 2011-1 (as from 3rd October 2011)

LFAR Rule 5.3.2
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).

LFAR Rule 5.3.3
Following the occurrence of a Third Party-Related Distribution Event in relation to a Eligible Bank:

(A) unless the Licensed Firm chooses to make good shortfalls in the Client Money balances held (or which should have been held) in the Client Bank Accounts held by a Licensed Firm with the relevant Eligible Bank, such shortfalls shall be borne by Clients who have valid claims against the Licensed Firm in respect of money owed to them by the Licensed Firm that is Client Money, in proportion to the respective value of their claims;

(B) the Licensed Firm must, as soon as is practicable, make and retain a record of each such Client's share of the shortfall and must promptly notify the amount of the shortfall to the affected Clients (except where the Licensed Firm chooses to make good the shortfall); and

(C) Client Money received after the Third Party-Related Distribution Event:
(i) must not be transferred to the Eligible Bank which has suffered the Third Party-Related Distribution Event unless this is on the specific instructions of the Client (given after the occurrence of the Third Party-Related Distribution Event) in order to settle an obligation of that Client to that Eligible Bank; and

(ii) must, subject to (i), be placed in a separate Client Bank Account that has been opened with a different Eligible Bank after the Third Party-Related Distribution Event has occurred.

Amended by QFC Rules 2011-1 (as from 3rd October 2011)

Part 5: Compliance and Enforcement Rules (CER)

CER Rule 1. Application

CER Rule 1.1
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.

CER Rule 1.2
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.

CER Rule 1.3
For the purposes of the CER Rules, "Customer" has the meaning set out in QFC Regulatory Authority Interpretation and Application Rulebook.

CER Rule 2. Administration

CER Rule 2.1
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.

CER Rule 3. Investigations

CER Rule 3.1 Powers to Obtain Documents and Information

CER Rule 3.1.1
The QFCA may require the production in the QFC or (subject to CER Rule 3.1.2) elsewhere of:

(A) specified information or information of a specified description; and/or

(B) specified documents or documents of a specified description,

within such timetable and in such form and manner as the QFCA may reasonably require.

CER Rule 3.1.2
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).

CER Rule 3.1.3
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.

CER Rule 3.1.4
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.

CER Rule 3.2 Reports

CER Rule 3.2.1
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.

CER Rule 3.2.2
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.

CER Rule 3.2.3
The Nominated Person appointed to make any report required by CER Rule 3.1.1 must be nominated or approved by the QFCA.

CER Rule 3.2.4
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.

CER Rule 3.2.5
The obligation in CER Rule 3.1.4 is enforceable on Application by the QFCA to Relevant Review Body.

CER Rule 3.2.6
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.

CER Rule 3.3 Appointment of Investigators

CER Rule 3.3.1
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

CER Rule 3.3.2
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.

CER Rule 3.3.3
A Licensed or Authorised Firm under investigation is entitled to legal representation during the course of an investigation under CER Rule 3.3.

CER Rule 3.3.4
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.

CER Rule 3.4 Investigations — Duties and Powers

CER Rule 3.4.1
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.

CER Rule 3.4.2
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"):

(A) to attend before the Investigator at a specified time and place and to answer questions;

(B) to produce at a specified time and place any specified document or documents of a specified description; and/or

(C) to provide such information or assistance as the Investigator may require and the Relevant Person is able to give.

CER Rule 3.4.3
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.

CER Rule 3.4.4
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.

CER Rule 3.4.5
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.

CER Rule 3.4.6
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.

CER Rule 3.5 Admissibility
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.

CER Rule 3.6 The Role of the Relevant Review Body in Investigations

CER Rule 3.6.1
The QFCA may apply to the Relevant Review Body to assist in the enforcement of the QFCA's powers in this CER Rule 5.

CER Rule 3.6.2
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.

CER Rule 3.7 Self Incrimination

CER Rule 3.7.1
Subject to CER Rule 3.8, it is not a reasonable excuse for a Licensed or Authorised Firm to refuse or fail to:

(A) permit the inspection or copying of any information or document;

(B) produce, or disclose, or procure the production or disclosure of, any information or document; or

(C) answer questions;

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.

CER Rule 3.8 Protected Items

CER Rule 3.8.1
A Relevant Person may not be required under these CER Rules to produce, disclose or permit the inspection of Protected Items.

CER Rule 3.8.2
A communication or item is not a Protected Item if it is held with the intention of furthering a criminal purpose.

CER Rule 3.9 Obstruction of the QFCA
A Relevant Person shall not engage in conduct, including:

(A) the destruction of documents;

(B) the failure to give or produce information or documents specified by the QFCA;

(C) the failure to attend before the QFCA at a specified time and place to answer questions;

(D) the giving of information that is false or misleading; and

(E) the failure to give any assistance in relation to an investigation which the Relevant Person is able to give;

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.

CER Rule 4. Disciplinary Powers

CER Rule 4.1 Public Censure
If the QFCA considers that a Licensed or Authorised Firm has contravened a Relevant Requirement the QFCA may publish a statement to that effect.

CER Rule 4.2 Financial Penalties

CER Rule 4.2.1
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.

CER Rule 4.2.2
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.

CER Rule 4.2.3
A penalty under these CER Rules is payable to the QFCA unless the QFCA determines otherwise.

CER Rule 4.2.4
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.

CER Rule 4.2.5
The QFCA may publish a statement describing the contravention to which this CER Rule relates and the amount of any financial penalty imposed.

CER Rule 4.3 Appointment of Managers

CER Rule 4.3.1
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.

CER Rule 4.3.2
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.

CER Rule 4.4 Undertakings

CER Rule 4.4.1
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.

CER Rule 4.4.2
The Licensed or Authorised Firm may withdraw or vary the undertaking at any time, but only with the consent of the QFCA.

CER Rule 4.4.3
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.

CER Rule 4.5 Prohibitions and Restrictions
The QFCA may by written notice:

CER Rule 4.5.1
prohibit a Licensed or Authorised Firm from:

(A) entering into certain specified transactions or types of transaction;

(B) soliciting business from certain specified Persons or types of Person; or

(C) carrying on business in a specified manner or other than in a specified manner;

CER Rule 4.5.2
require a Licensed or Authorised Firm to carry on business or conduct itself in a specified manner; or

CER Rule 4.6 Injunctions

CER Rule 4.6.1
If the QFCA is satisfied that a Licensed or Authorised Firm:

(A) will contravene a Relevant Requirement; or

(B) has contravened a Relevant Requirement and there is a reasonable likelihood that the contravention will continue or be repeated,

the QFCA may apply to the Relevant Review Body for an order restraining such contravention.

CER Rule 4.6.2
If the QFCA is satisfied that:

(A) a Licensed or Authorised Firm has contravened a Relevant Requirement; and

(B) there are steps which could be taken to remedy the contravention,

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.

CER Rule 4.6.3
If the QFCA is satisfied that a Licensed or Authorised Firm may have:

(A) contravened a Relevant Requirement; or

(B) been knowingly concerned in the contravention of a Relevant Requirement,

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.

CER Rule 4.7 Restitution Orders
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

(A) profits have accrued to him as a result of the contravention, or

(B) one or more Persons have suffered loss or been otherwise adversely affected as a result of the contravention,

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.

CER Rule 4.8 Civil Proceedings
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.

CER Rule 4.9 Appeals
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.

CER Rule 4.10 Power of QFCA to Intervene in any Proceedings

CER Rule 4.10.1
The QFCA may intervene as a party in any proceedings before the Relevant Review Body where it considers such intervention appropriate.

CER Rule 4.10.2
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.

CER Rule 4.12 Procedural Irregularities

CER Rule 4.12.1
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.

CER Rule 4.12.2
For the purposes of this CER Rule:

(A) procedure includes the making of a decision, the conduct of a hearing, the giving of a notice, and any proceedings (legal or otherwise); and

(B) procedural irregularity includes a reference to a defect, irregularity or deficiency of notice or time.

CER Rule 5. Enforcement Procedure

CER Rule 5.1 Right to Make Written Representations

CER Rule 5.1.1
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:

(A) a written notice specifying the action which the QFCA proposes to take; and

(B) an opportunity to make written representations to the QFCA in relation to the proposed action to be taken.

CER Rule 5.1.2
The QFCA may specify in any such notice the manner and time within which any such written representations must be made.

CER Rule 5.1.3
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.

CER Rule 5.2 Decision Notices

CER Rule 5.2.1
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.

CER Rule 5.2.2
A Decision Notice must:

(A) be in writing;

(B) give the QFCA's reasons for the decision to take the action to which the notice relates;

(C) state whether CER Rule 5.7 (Access to QFCA Material) applies and, if so, describe its effect; and

(D) give an indication of:
(i) any right to have the matter referred to the Relevant Review Body within a reasonable period specified in the notice or as required by this Part; and

(ii) the procedure on such a reference.

CER Rule 5.2.3
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.

CER Rule 5.3 Implementation of a Decision Notice
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.

CER Rule 5.4 Discontinuance of Proceedings

CER Rule 5.4.1
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..

CER Rule 5.4.2
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.

CER Rule 5.5 Publishing Information
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.

CER Rule 5.6 Publication of Statements
After a statement under CER Rule 4.1 is published, the QFCA must send a copy of it to the Licensed or Authorised Firm.

CER Rule 5.7 Access to QFCA Material

CER Rule 5.7.1
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.

CER Rule 5.7.2
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).

CER Rule 5.7.3
If the QFCA does not allow a Licensed or Authorised Firm access to material, it must give him written notice of:

(A) the refusal; and

(B) the reasons for such refusal.

CER Rule 5.8 Procedure in Relation to Decision Notices

CER Rule 5.8.1
The QFCA may issue more particularised Rules relating to the procedure that it proposes to follow in relation to the giving of Decision Notices.

CER Rule 5.8.2
Subject to CER Rule 4.12 (Procedural Irregularities), when giving a Decision Notice the QFCA must follow its stated procedure.

CER Rule 5.8.3
If the QFCA changes the procedure in a material way, it must publish revised Rules or a revised statement.

CER Rule 5.9 Policy in Relation to Penalties

CER Rule 5.9.1
The QFCA must prepare and publish a statement of its policy with respect to:

(A) the imposition of financial penalties under CER Rule 4.2; and

(B) the amount of penalties under CER Rule 4.2.

CER Rule 5.9.2
The QFCA's policy in determining the amount of a financial penalty must include a requirement to have regard to:

(A) the seriousness of the contravention in question in relation to the nature of the requirement contravened;

(B) the extent to which that contravention was deliberate or reckless;

(C) whether the Person on whom the penalty is to be imposed is an individual; and

(D) the effect on third parties, Clients or Customers and the best interests of the Financial System and the QFC.

CER Rule 5.9.3
The QFCA may at any time alter or replace a statement issued under this CER Rule.

CER Rule 5.9.4
If a statement published under this CER Rule is altered or replaced, the QFCA must publish the altered or replacement statement.

CER Rule 6. Contraventions

CER Rule 6.1 Contravention of Relevant Requirements

CER Rule 6.1.1
For the purposes of these CER Rules a Licensed or Authorised Firm contravenes a Relevant Requirement if it:

(A) fails to comply with any prohibition or requirement imposed on it by the QFCA or any undertaking given by him to the QFCA;

(B) does any act or thing that is prohibited under or breaches a Relevant Requirement;

(C) omits to do any act or thing that it is required to do under a Relevant Requirement;

(D) commits an act of fraud or abuses any fiduciary duty which it owes to its Clients or Customers; or

(E) otherwise commits any contravention described as such in these CER Rules.

CER Rule 6.1.2
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:

(A) knowingly or recklessly provides to the QFCA any information which is false, misleading or deceptive, or conceals information where the concealment of such information is likely to mislead or deceive the QFCA;

(B) conducts Permitted Activities in or from the QFC in breach of Article 11.2 of the QFC Law;

(C) knows or suspects that QFCA action under these CER Rules is being or is likely to be conducted and:
(i) falsifies, conceals, destroys or otherwise disposes of a document which it knows or suspects is or would be relevant to such action, or

(ii) causes or permits the falsification, concealment, destruction or disposal of such a document,

unless it shows that it had no intention of concealing facts disclosed by the documents from the QFCA or any Nominated Person preparing a report.

CER Rule 6.2 Involvement in Contraventions

CER Rule 6.2.1
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.

CER Rule 6.2.2
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.

CER Rule 6.2.3
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.

CER Rule 6.2.4
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.

CER Rule 6.2.5
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.

CER Rule 6.2.6
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..

CER Rule 6.2.7
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:

(A) has aided, abetted, counselled, or procured the contravention;

(B) has induced, whether by threats or promises or otherwise, the contravention;

(C) has in any way, by act or omission, directly or indirectly, been knowingly involved in or been party to, the contravention; or

(D) has conspired with another or others to commit the contravention.

Data Protection Rules (DATA)
DATA 1: Introduction	DATA 1.1 Application
DATA 1: Introduction	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: Records and Notifications	DATA 4.2 Notifications
DATA 5: Claims	DATA 5.1 Process of lodging a claim

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

Tax Rules
Tax 1: Application, purpose and interpretation	1.1 Application
	1.2 Purpose
	1.3 Interpretation
	1.4 Defined Terms
	1.5 The Tax Regulations
Tax 2: Tax Identification Number	2.1
Tax 2: Tax Identification Number	2.2
Tax 3: Secrecy	3.1
	3.2
	3.3
Tax 4: Prescribed forms	4.1
Tax 4: Prescribed forms	4.2
Tax 5: Service of notice or documents	5.1
	5.2
	5.3
	5.4
Tax 6: Maintenance and preservation of records	6.1
	6.2
	6.3
	6.4
Tax 7: Rulings	7.1
	7.2
	7.3
Tax 8: Returns	8.1 Extension of filing date
Tax 8: Returns	8.2 Determination of tax where no return filed
Tax 9: Claims to Group Relief and surrender of tax losses	9.1 Claims
	9.2 Consent
	9.3 Amendment of a return
	9.4 Time limit for claims
	9.5 Amount available for surrender reduced
Tax 10: Claims to repayment of tax and rate of interest	10.1 Repayment of tax
Tax 10: Claims to repayment of tax and rate of interest	10.2 Rate of interest
Tax 11: Appeals	11.1 Standing over of tax payable
Tax 12: Electronic filing of returns	12.1 The basic rule
	12.2 Supporting documents
	12.3 The conditions
	12.4 Hard copies
	12.5 Status of information and proceedings
Tax 13: Claims and Elections	13.1 Procedure for making claims
	13.2 Time limits
	13.3 Claims not included in a return
	13.4 Late Elections
Tax 14: Reorganisations and reconstructions

QFCA Rules
Part 1: Application, Interpretation and Definitions	1. Application
	2. Interpretation
	3. Definitions
Part 2: General Rules	General Rule 1 Application
	General Rule 2 License to Conduct Non-Regulated Activities
	General Rule 3 General Provisions
	General Rule 4 Notices to the QFCA
	General Rule 5 Reporting
	General Rule 6 Record Keeping
	General Rule 7 Waivers and Modifications
	General Rule 8 Controllers
	General Rule 9 Accounting and Auditing
	General Rule 10 Fees
	General Rule 11 Registered Functions
	General Rule 12 Notification of Registered Functions
	General Rule 13 Fitness and Propriety
	General Rule 14 Competence, Training and Supervision
	General Rule 15 Performance of Registered Functions
	General Rule 16 Professional Support Services
	Schedule 1 Principles
	Schedule 2 Reporting Table
	Schedule 3 Record Keeping Requirements
	Schedule 4 Fees
	Schedule 5 Licensing Criteria
Part 3: Conduct of Business Rules (COB)	COB Rule 1. Application
	COB Rule 2. General Conduct of Business
	COB Rule 3. Communication of Information and Marketing Materials
	COB Rule 4. Conflicts and Material Interests
	COB Rule 5. Complaints Handling
Part 4: Licensed Firm Assets Rules (LFAR)	LFAR Rule 1. Application
	LFAR Rule 2. Objectives
	LFAR Rule 3. General Provisions
	LFAR Rule 4. Client Money
	LFAR Rule 5. Client Money Distribution Rules
Part 5: Compliance and Enforcement Rules (CER)	CER Rule 1. Applicatio
	CER Rule 2. Administration
	CER Rule 3. Investigations
	CER Rule 4. Disciplinary Powers
	CER Rule 5. Enforcement Procedure
	CER Rule 6. Contraventions

QFCA Rules

Companies Rules (COMP)

COMP 1 Application, Purpose and Interpretation

COMP 1.1 Application

COMP 1.1.1

COMP 1.2 Purpose

COMP 1.2 Guidance

COMP 1.3 Interpretation

COMP 1.3.1

COMP 2 Articles of Association

COMP 2.1 Articles of Association

COMP 2.1.1

COMP 2.1.2

COMP 3 LLC registry, Forms and Fees

COMP 3.1 Forms

COMP 3.1.1

COMP 3.1.2

COMP 3.1.3

COMP 3.1.4

COMP 3.2 Time for Filing Forms

COMP 3.2.1

COMP 3.3 Fees

COMP 3.3.1

COMP 3.4 Provision of Information

COMP 3.4.1

COMP 3.4.2

COMP 4 Accounting and Audit

COMP 4.1 Accounting Standards

COMP 4.1.1

COMP 4.2 Approved Auditors

COMP 4.2.1

COMP 4.2.2

COMP 4.2.3

COMP 4.2.4

COMP 4.2.5

COMP 4.2.6

COMP 4.3 Register of Approved Auditors

COMP 4.3.1

COMP 5 Migration of Bodies Corporate

COMP 5.1 Transfer of Incorporation to the QFC

COMP 5.1.1

COMP 5.1.2

COMP 5.1.3

COMP 5.1.4

COMP 5.1.5

COMP 5.1.6

COMP 5.2 Transfer of Incorporation from the QFC

COMP 5.2.1

COMP 5.2.2

COMP 5.2.3

COMP 6 Miscellaneous

COMP 6.1 Registers and Records

COMP 6.1.1

COMP 6.1.2

COMP 6.2 Objection to Notice of Financial Penalty

COMP 6.2.1

COMP App1 Standard Articles

COMP A1.1 The LLC Standard Articles

COMP A1.1.1

COMP App2 Prescribed Forms

COMP A2.1 Prescribed Company Forms

COMP A2.1.1

COMP A2.1.1 Guidance

COMP App3 Prescribed Fees

COMP A3.1 Prescribed Company Fees

COMP A3.1.1

Data Protection Rules (DATA)

DATA 1 Introduction

DATA 1.1 Application

DATA 1.1.1

DATA 1.2 Interpretation

DATA 1.2.1

DATA 1.2.2

DATA 2 Permit for Processing Sensitive Personal Data

DATA 2.1 Application for a permit

DATA 2.1.1

DATA 2.1.2

DATA 2.1.3

DATA 2.1.4

DATA 3 Permit for transfer out of the QFC of Personal Data