Companies Registration
The Companies Registration Office (CRO)
Register
Maintain
File & Update
Dissolve
Register
Registration
Any application by a body corporate registered in another jurisdiction (Non-QFC company) or where such Non-QFC company is a partner or a member, needs to include copies of certificate of incorporation and constitutional documents of such Non-QFC company and appropriate resolutions approving the establishment in the QFC.
Application
Registration by Legal Type
Limited Liability Company (LLC)
The proposed articles of association for the LLC must also be lodged.
Limited Liability Partnership (LLP)
The partnership agreement must also be lodged.
Branch
A branch must also provide information about the details of the applicant’s Non-QFC incorporation or partnership, and its directors.
Incorporation and constitutional documents of the non-QFC company or partnership agreement and audited accounts for the previous two years must also be lodged.
Maintain
Maintain Public Register of Companies
As part of a policy of transparency, QFC registered companies’ details and information are searchable, accessible and available to the public.
Approve Insolvency Practitioners
CRO approves Insolvency Practitioners (IP) at QFC under the Insolvency Regulations.
Approve Auditors
CRO qualifies and approves companies who act as auditors at QFC under Article 85 of the Companies Regulations.
Approve Support Service Providers
Find companies that have been approved to act as Support Services Providers at QFC under Rule 2.3.3 of the Special Company Rules.
File & Update
Filings
During the course of its life in the QFC, a QFC company must make a variety of filings with the CRO.
The nature of these will depend on the type of legal entity that has been established.
Annual Filing
You may be required to submit “time-driven” filings. These must be made on an annual basis.
Late filing or failure to submit will be subject to a financial penalty.
Ad-Hoc Updates
When an event occurs whereby a LLC or an LLP’s particular circumstances change, this results in the requirement to make a notification to the CRO. Late filing or failure to submit will be subject to a financial penalty.
Compliance Checklist
A form of annual self-assessment to ensure companies are aware of and remain in compliance with applicable QFC Legislation.
The Checklist is combined with the Legislation and Compliance (L&C) Checklist and this can be accessed through theL&C module of the QFC’s Portal.
How to Avoid a Fine
Waivers & Modifications
If you believe you have sufficient reason(s) as to why you cannot comply, then prior to the deadline, you can apply to the CRO for an Extension of Time or other waiver/modification e.g. if a firm cannot hold its AGM/submit its annual accounts by the due date.
If you cannot meet a deadline, then you can Make a Request for an extension of time to the CRO through the QFC eServices Portal.
Audited Financial Statements
Exemptions
Special Purpose Company registered with QFCA;
Annual Filing by Type of Legal Entity
Limited Liability Company - LLC
Required Documents
Compliance ChecklistAnnual Return
Audited Financial Statements
Q15 Form
Deadline
28 calendar days from due date
Fees
US$200
Limited Liability Company (By Guarantee) - LLC(G)
Required Documents
Compliance ChecklistAnnual Return
Q15 Form
Deadline
28 calendar days from due date
Fees
US$200
Limited Liability Partnership - LLP
Required Documents
Compliance ChecklistAnnual Return
Q15 Form
Deadline
28 calendar days from due date
Fees
US$200
Non-QFC LLC or LLP Branch
Branches are not required to file an annual return or accounts with the CRO in the same manner as LLCs and LLPs. They are only required to notify CRO of changes that are ad hoc or event-driven. Please refer to the next section.
Ad-Hoc Filing by Type of Legal Entity
LLC and LLC(G)
Required Documents
Q07 Form
Deadline
Typically 21 calendar days, but may vary
Fees
Typically US$200, but may vary
Required Ad-Hoc Updates
Change of registered office;
Change of directors or their details;
Change of company secretary details;
Allotment of shares;
Alteration of authorised share capital.
LLP
Required Documents
Q07 Form
Deadline
Typically 21 calendar days, but may vary
Fees
Typically US$200, but may vary
Required Ad-Hoc Updates
Change of registered office;
Appointment or change of auditor;
Change of name;
Change of financial year end;
Change of members
Non-QFC LLP & LLC Branch
Required Documents
Q07 Form
Deadline
Typically 21 calendar days, but may vary
Fees
Typically US$200, but may vary
Required Ad-Hoc Updates
Change of Non-QFC company director;
Change of principal representatives details
Change of principal place of business;
Change of constitutional documents.
Tutorials
Annual Filing
How to File Your QFC Company's Annual Return
Financial Statements
How to File Your QFC Company's Audited Financial Statements
Ad-Hoc Filing
How to Update CRO with Changes to Your QFC Company's Details
Related Links
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