Companies Registration

The Companies Registration Office (CRO)

Register

Incorporate entities and register companies in the QFC

Maintain

Maintain the QFC Public Register of Companies

File & Update

Receive periodic company registration filings and compliance checklists, and send notifications of the same.

Dissolve

Dissolution of QFC companies

Register

Registration

As part of the process of establishment of an entity in the QFC, any company, branch or partnership must be registered by the Companies Registration Office (CRO).

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

For a Limited Liability Company (LLC), a Limited Liability Partnership (LLP) or a Branch, an application for incorporation or registration must be made on a prescribed form and contain information about the incorporators and members, proposed business activities, nominated directors and company secretary or principal representatives, intended share capital (authorised and issued), etc. as applicable, and be accompanied by declarations from the incorporators.

Registration by Legal Type

Limited Liability Company (LLC)

For LLCs, information concerning nominated directors and company secretary must also be supplied and the application must be accompanied by declarations and consents by those persons.

The proposed articles of association for the LLC must also be lodged.

Limited Liability Partnership (LLP)

For LLPs, the application needs to be accompanied by declarations from the applicants and members.

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.

Go to Public Register of Companies

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

LLCs and LLPs are required to file a copy of their financial accounts to the CRO through the QFC eServices Portal within (21) twenty-one days of the approval of the members. Late filing or failure to submit will be subject to a financial penalty.

Exemptions

Collective Investment Funds registered with the QFCRA;
Special Purpose Company registered with QFCA;

Annual Filing by Type of Legal Entity

Limited Liability Company - LLC

Required Documents

Compliance Checklist

Annual 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 Checklist

Annual Return

Q15 Form

Deadline

28 calendar days from due date

Fees

US$200

Limited Liability Partnership - LLP

Required Documents

Compliance Checklist

Annual 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.