SUMMARY OF FILING REQUIREMENTS DURING THE LIFECYCLE OF A QFC LIMITED LIABILITY PARTNERSHIP (LLP) & BRANCH OF A NON-QFC LLP (BRANCH)

Transcription

1 SUMMARY OF FILING REQUIREMENTS DURING THE LIFECYCLE OF A QFC LIMITED LIABILITY PARTNERSHIP (LLP) & BRANCH OF A NON-QFC LLP (BRANCH)

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3 This help guide (Guide) has been created by the Companies Registration Office (CRO) to assist LLPs and Branches licensed by the QFC. This Guide will tell you about the main notifications you have to deliver to the CRO. In the Guide all references to legislation and/or forms can be found on the QFC website. Any capitalised terms will have the meaning reflected in Part 1 of this Guide or the Regulations or Rules. The Guide is not an exhaustive list of the CRO requirements and is only intended to provide information on the most frequently arising notifications to the CRO. It does not provide information on all the filings and other requirements placed on an LLP and Branches under the Regulations and Rules or other applicable QFC legislation. In the event that further information or clarification is required, you should refer to the Regulations, the Rules and the directions/requirements contained in the applicable forms or, alternatively, seek professional advice. 3

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5 CONTENTS This Guide is split into the following Parts: PART 1 GENERAL INFORMATION FOR LLPs AND BRANCHES A. Definitions... 6 B. Background on the CRO... 6 C. Submission Information... 6 D. CRO Fees... 7 E. Late Filing Penalties... 8 F. CRO Reminders... 8 PART 2 LLPs Section 1 Annual or Time Driven Requirements... 9 A. Annual Return (Art 30)... 9 B. Audited Accounts (Art 34) C. CRO Compliance Checklist Section 2 Ad Hoc or Event Driven Filings A. Change of Member or Designated Member or Their Details (Art 16) B. Change of Registered Office (Art 26) C. Appointment and Change of Auditor (Art 38) D. Change of Name (Art 20) E. Change of Financial Year End (Art 33) PART 3 BRANCHES Section 1 Annual or Time Driven Requirements A. CRO Compliance Checklist Section 2 Ad Hoc or Event Driven Filings A. Change of Member of Non-QFC LLP (Art 45) B. Change of Principal Representative or Their Details (Art 50) C. Change of Principal Place of Business (Art 50) APPENDIX 1 Table of Fees Guide and Time Limits APPENDIX 2 Filing Reference Table QFC LLPs should read Parts 1 and 2 Branches should read Parts 1 and 3 5

6 PART 1 GENERAL INFORMATION FOR LLPs AND BRANCHES Whilst the Regulations, Rules and Prescribed Forms will detail all the requirements relating to submissions to the CRO, the following general information will assist you in locating the correct forms, and will tell you where to send a notification or filing. A. Definitions AR Annual Return Accounts Audited financial statements Branch Branch of a Non-QFC LLP registered by the CRO Checklist CRO compliance checklist CRO Companies Registration Office Guidance Note Late Filing Penalties Guidance LLP Limited Liability Partnership incorporated in the QFC by the CRO Notice Notice of Financial Penalty PR Principal Representative QFC Qatar Financial Centre QFC Authority Qatar Financial Centre Authority QFC Law Law no. 7 of 2005 (as amended) QFC Regulatory Authority Qatar Financial Centre Regulatory Authority Regulations Limited Liability Partnerships Regulations 2005 Rules Limited Liability Partnerships Rules 2012 B. Background on the CRO Q. What is the CRO? A. The CRO was created pursuant to Article 7 of QFC Law for the purposes of performing such duties and functions in relation to companies and other entities which may be incorporated or established to carry on business in the QFC and such other duties and functions as the QFC Authority shall think fit. Q. What does the CRO do? A. Although the CRO has a number of functions, it is primarily responsible for incorporating or registering entities within the QFC, administering the CRO public register, and receiving CRO filings and notifications from all QFC firms. C. Submission Information Q. How do I notify the CRO? A. Generally, notifications must be made to the CRO on a Prescribed Form. Q. What form should I use? A. Except where otherwise indicated in this Guide the correct form is Form Q07. Q. Where can I find the CRO forms? A. All forms (except the Checklist which will be sent to the LLP and Branch by the CRO) are available for download from the forms link on the QFC s website. Q. What is the time limit for notifying the CRO? A. Unless otherwise stated in this Guide, the time limit for a complete notification to be received by the CRO is 21 calendar days. Example: If a Member or Designated Member is appointed on the 1st May the time limit to notify the CRO is 21st May. 6

7 Q. Where do I return the applicable form(s)? A. All form(s) and notifications, regardless of which Article or Rule it relates to, can be delivered to the CRO at the following address: By Hand By Post Companies Registration Office Companies Registration Office QFC Tower 1 QFC Tower 1 Diplomatic District Diplomatic District West Bay (Opposite City Centre) PO Box Doha, Qatar Doha, Qatar Please check the CRO website for details of our current floor location. Q. Does the CRO accept photocopies or scanned forms and documents? A. Except where otherwise indicated in the Guide the CRO always requires submission of an original completed form and original correctly certified copy of supporting documents. The CRO does not accept copies of a form or supporting documents submitted electronically. Likewise, any photocopied notifications and/or documents will also not be accepted. Q. Who can certify supporting documents? A. This will depend on the document in question, but generally supporting documents such as a copy of a board resolution or passport copy must be certified as a true copy by either a Member, Designated Member or the holder of the Senior Executive Function. Q. Who needs to sign the form? A. An authorised signatory (i.e. a person authorised by the LLP) will need to sign the declaration in Section 8 of the form. If the notification is for the appointment of a new Member or Designated Member then the newly appointed Member or Designated Member cannot sign in Section 8 of the form. Q. What are the most common reasons for rejection or delay in processing a notification? A. The most common reasons for the CRO to reject or delay a submission are: the form has not been signed by an authorised signatory of the LLP; the form is not clear and legible; Prescribed Fees are not paid; and failure to submit correct supporting documents. D. CRO Fees Q. How can I find out what Prescribed Fees are due? A. Appendix 2 of the Rules sets out a table of Prescribed Fees. Alternatively, the CRO has compiled a quick reference table of fees guide which can be found at Appendix 1 of this Guide. Q. How do I work out how much to pay? A. Unless otherwise stated in this Guide the fee applying to each notification is US$ 200. Example: If there is an appointment and resignation of a Member or Designated Member notified to the CRO, there will be 2 notifications, each carrying a fee of US$ 200 (total US$ 400). Note: The CRO does not issue invoices for Prescribed Fees, although on request the QFC Authority will issue a receipt for payments made. 7

8 Q. What is the best way to pay the Prescribed Fees? A. The most effective way to make payment of Prescribed Fees is by transferring US Dollars directly to the QFC Authority s bank account, details of which can be found on the CRO s website. Alternatively, in exceptional circumstances the Prescribed Fee may be paid by cash or cheque in Qatari Riyals to the QFC Authority s finance department. Note: Please include details of the notification that the payment relates to on the bank transfer. E. Late Filing Penalties The CRO is required to maintain a public register of corporate information and this can only be achieved if the information the CRO holds is up to date and accurate. As a result, where firms are late in making notifications, the CRO will issue late filing penalties. Q. What happens if the LLP or Branch is late in filing a notification? A. If a complete notification, i.e. Prescribed Form, supporting documents and Prescribed Fee (as applicable) is not received within the prescribed time, the LLP or Branch will be liable to a financial penalty up to the level set out in Schedule 1 of the Regulations. Q. When is a notification considered complete? A. A notification is not considered complete until the CRO has received (as applicable) a: fully completed original form; and supporting documents (correctly certified); and payment of the correct Prescribed Fee. Note: In the event that any of the requirements are not met, the CRO will not be able to process the notification and this may result in a late filing. Q. How can I calculate what financial penalty may be due? A. The Regulations set out the maximum financial penalty that the CRO can levy. However, to ensure transparency and assist firms in understanding how the CRO will approach quantifying a financial penalty, please refer to the Guidance Note available on the QFC s website. The Guidance Note was published to ensure consistent treatment of firms and the principle underlying it is that the longer the delay, the greater the financial penalty will be. Q. How will I know if I have been fined? A. If the CRO determines that a breach of the Regulations has occurred, it will deliver to the LLP or Branch the Notice to its registered office or principal place of business. The Notice will specify the Article that has been breached, the amount of the fine levied and the date that the fine needs to be paid by. F. CRO Reminders The CRO does not publish a list of filing deadlines for each LLP or Branch, however, in relation to the annual or time driven filings referred to in Sections 1 of Parts 2 and 3 respectively, the CRO will, wherever possible, send reminders to firms of upcoming deadlines. However, the LLP or Branch should not rely upon these reminders and it is the LLP or the Branch s obligation to be aware of its filing requirements. Note: The absence of a reminder from the CRO will not invalidate any financial penalty that has been levied for a late return. To enable the CRO to continue to send reminders it is very important that the CRO has up to date details of the preferred contact(s) at the LLP or Branch. Please therefore ensure that the CRO are notified of any changes in personnel or contact details. 8

9 PART 2 LLPs This part of the Guide is intended to assist an LLP understand the main notifications that it must make during its lifecycle. During the course of its life an LLP must make a variety of filings with the CRO. Some filings are time driven and must be made on an annual basis and some are event driven and will arise when circumstances relating to the LLP change. SECTION 1 ANNUAL OR TIME DRIVEN REQUIREMENTS A. Annual Return (Art 30) Each year an LLP must complete an AR. The AR is a snapshot of general information at the return date about an LLP and includes information on amongst other things its name, Members, business activities, registered office and auditors. Every LLP must submit an AR to the CRO at least once in every 12 month period. The LLP s Designated Members are responsible for ensuring that they deliver the AR and pay the Prescribed Fee. Q. What is the AR period? A. The AR period is usually the 12 month period from the incorporation of the LLP or the anniversary of the date of the previous AR submitted to the CRO. Example: Incorporation Date: 1st July 2012 First AR period 1st July th June 2013 and recurring thereafter unless changed. The AR period can be changed but it can never be for more than a calendar year. Example: Incorporation Date: 1st July 2012 First AR period 1st July th June Note: Firm wishes to change AR period to 1st January 31st December annually. Second AR period 1st July st December 2013 (6 months). Third AR period 1st January st December 2014 and recurring thereafter. Q. What form should I use? A. The Prescribed Form under Appendix 1 of the Rules is Form Q15. Q. What information does it include? A. The AR includes information relating to: name; registration number; AR period covered; registered office; principal business activities; auditor details; and Members details. The information supplied in the form should generally conform to the CRO s records. 9

10 Q. What happens if the CRO records are different to those on the AR? A. If the details on the AR do not match the information in the CRO records then the CRO may contact you. It may require you to file additional forms to rectify any details that have not been filed with the CRO, such as a previous change of Member or Designated Member. Q. Who needs to sign the form? A. The form must be signed by a Member or Designated Member of the LLP in Section 7. Q. What is the time limit for sending the AR to the CRO? A. Pursuant to the Regulations the AR and Prescribed Fee must be received by the CRO within 28 days of the end of the AR period. A late filing of the complete notification would constitute a breach of the Regulations and may attract a financial penalty. Example: If the AR period is 1st January st December 2013 then the complete notification must be received by the CRO by the 28th January B. Audited Accounts (Art 34) Each year all QFC LLPs must prepare a set of Accounts. Q. When do Accounts need to be prepared? A. Within four calendar months of the financial year end, the Accounts must be prepared, audited and approved by the Members or Designated Members of the LLP. A failure to complete these steps within this period would constitute a breach of the Regulations and may attract a financial penalty. Example: If the financial year of an LLP ends on 31st December 2013 then the Accounts must be prepared, audited and approved by the Members no later than the 30th April Q. Do Accounts need to be audited and by whom? A. Accounts must be audited and LLPs must use a QFC approved auditor. A list of approved auditors is available on the QFCA Public Register. Note: If the LLP is an Authorised firm then approval should be sought from the QFC Regulatory Authority regarding a proposed auditor. Q. What is the time limit for filing Accounts with the CRO? A. The LLP must file a copy of the Accounts with the CRO within 21 days of the approval of the Members. Any delay would constitute a breach of the Regulations and may attract a financial penalty. Example: If the Members approve the Accounts on 1st April 2013 the Accounts must be lodged with the CRO by 21st April. Q. Is there a Prescribed Form and Prescribed Fee that needs to accompany the Accounts? A. There is no form or fee for filing Accounts. 10

11 Q. What period must the Accounts cover? A. The first financial year of an LLP starts on the date of incorporation and cannot be for a period of less than 6 months or for a period of more than 18 months. Example: Financial year end: 31st December 2013 Date of incorporation: 30th September 2013 The first financial year cannot be for a period of 3 months from 30th September st December As a result the first financial year end would be for a 15 month period covering 30th September st December 2014 Subsequent accounting periods will start the day after the previous accounting period ends and finish on the financial year end. C. CRO Compliance Checklist As part of the QFC compliance regime and in accordance with the QFC Authority Rules, LLPs are required each year to complete a Checklist. The Checklist is a summary of the main requirements of the Regulations and Rules and each LLP must complete it on a self-assessment basis. The purpose of the Checklist is to provide all LLPs with notice of their continuing obligations under the Regulations and Rules and to ensure that firms are both aware of and remain in compliance with them. Q. When do I need to complete the Checklist? A. The Checklist is sent out to firms by the CRO on or before 1st January with a requirement that it is completed and returned to the CRO no later than 31st January. However, when you receive the Checklist from the CRO, the CRO will stipulate the date that it must be returned by. Q. What form should I use? A. The form will be sent to each LLP by the CRO. Q. Is there a filing fee? A. There is no fee for filing the Checklist. SECTION 2 AD HOC OR EVENT DRIVEN FILINGS This section of the Guide will assist you in identifying some of the most frequent filings which are required as a result of the LLP s particular circumstances changing and which would result in the need to make a notification to the CRO. The LLP should complete the applicable parts of Form Q07. A. Change of Member or Designated Member or Their Details (Art 16) The CRO must be informed when a person becomes or ceases to be a Member or Designated Member of an LLP. In addition, if there is a change in details of the Member/Designated Member such as name, address, nationality or business occupation, then a notification is required to the CRO. 11

12 You should check the form to ensure you attach the correct certified documentary evidence, which may include: a certified copy of the new Member/Designated Member s passport; a certified copy of the resolution (or equivalent document) appointing/removing the Member/Designated Member; and evidence of change of name, such as a certified copy of a marriage certificate. Where a Member/Designated Member has resigned, the CRO will require either a certified copy of the resignation letter or written confirmation from a remaining Member/Designated Member that the Member/Designated Member in question has left the LLP. B. Change of Registered Office (Art 26) Every LLP must have a registered office in a QFC designated location. If the registered office changes then a notification is required to the CRO. Any notification to the CRO must include the following address details: office number; floor number; QFC approved business centre name or tower number; and street number, street name and area. Any change to these details requires a notification to the CRO. Note: A change in office number or floor, even in the same building, is considered a change in registered office. Note: If the intended new registered office is not in a QFC designated location then the LLP will first need to apply to the QFC Authority for designation of those premises. C. Appointment and Change of Auditor (Art 38) All LLPs are required to produce Accounts (see Section 1 above). All Accounts must be audited by a QFC approved auditor; therefore, on the first appointment, removal, resignation or subsequent change of auditor a notification must be made to the CRO. You should check the instructions on the form to ensure you attach the correct certified documentary evidence, which may include: For appointment: certified copy of resolution or similar document appointing the auditor; or For removal: certified copy of the ordinary resolution removing the auditor or other appropriate documentation authorising the removal of the auditor; or For resignation: certified copy of letter of resignation (or other suitable certified documentary evidence such as a letter confirming resignation signed by a Member or partner of the LLP). In the case of a removal or resignation of an auditor, the time limit is 5 days from the date of the removal or resignation. Note: If the LLP is Authorised then approval should be sought from the QFC Regulatory Authority regarding an LLP s proposed auditor. 12

13 D. Change of Name (Art 20) If an LLP changes its name then it must send a notification to the CRO. To ensure that the proposed new name meets the requirements set out in the Regulations and is available for use, it is recommended that the LLP informs the CRO of the proposed new name prior to the LLP approving the change. The LLP will need to provide a certified copy of the resolution (or equivalent document) authorising the change of name and once processed by the CRO the LLP will receive an amended certificate of incorporation reflecting the new name. E. Change of Financial Year End (Art 33) At incorporation the LLP indicates the financial year end that its Accounts are to be made up to. If the LLP subsequently wishes to change its financial year end date then it must inform the CRO. The LLP will need to provide a certified copy of the resolution (or equivalent document approving the change) which specifies the new financial year end date. There is no Prescribed Fee for this notification. Note: If the LLP is Authorised then prior written consent from the QFC Regulatory Authority should be obtained before specifying a new financial year end date. PART 3 BRANCHES This part of the Guide is intended to assist a Branch understand the main notifications that it must make during its lifecycle. During the course of its life as a Branch registered in the QFC, a Branch must make a variety of filings with the CRO. One is time driven and must be made on an annual basis whilst the rest are event driven and will arise when circumstances relating to the Branch change. SECTION 1 ANNUAL OR TIME DRIVEN REQUIREMENTS A. CRO Compliance Checklist As part of the QFC compliance regime and in accordance with the QFC Authority Rules, Branches are required each year to complete the Checklist. The Checklist is a summary of the main requirements of the Regulations and Rules and each Branch must complete the form on a self-assessment basis. The purpose of this Checklist is to provide all Branches with notice of their continuing obligations under the Regulations and Rules and to ensure that firms are both aware of and remain in compliance with them. Q. When do I need to complete the Checklist? A. The Checklist is sent out to firms by the CRO on or before 1st January with a requirement that it is completed and returned to the CRO no later than 31st January. However, when you receive the Checklist from the CRO, the CRO will stipulate the date that it must be returned by. Q. What form should I use? A. The form will be sent to each Branch by the CRO. Q. Is there a filing fee? A. There is no fee for filing the Checklist. 13

14 SECTION 2 AD HOC OR EVENT DRIVEN FILINGS This section of the Guide will assist you in identifying some of the most frequent filings which are required as a result of the Branch s particular circumstances changing and which would result in the need to make a notification to the CRO. The Branch should complete the applicable parts of Sections 2 and 4 of Form Q07. A. Change of Member of the Non-QFC LLP (Art 45) The CRO must be informed when a person becomes or ceases to be a Member of the Non-QFC Limited Liability Partnership. There is no Prescribed Fee for this notification. B. Change of Principal Representative or Their Details (Art 50) A Branch must always have a PR resident in Qatar. The CRO must be informed when the PR changes. In addition, if there is any change in name, address, nationality or terms of an existing power of attorney granted to the PR, then a notification is required to be made to the CRO. You should check the form to ensure you attach the correct certified documentary evidence which may include an original (amended or new) power of attorney for the new PR (satisfying Article 45(2)(A)) or other certified documentary evidence of the name change. C. Change of Principal Place of Business (Art 50) Every Branch must have a principal place of business in a QFC designated location. If a Branch changes its principal place of business then a notification is required to be made to the CRO. Note: A change in office number or floor, even in the same building, is considered a change in the principal place of business. Note: If the intended new principal place of business is not in a QFC designated location then the Branch will first need to apply to the QFCA for designation of those premises. 14

15 APPENDIX 1 TABLE OF FEES GUIDE AND TIME LIMITS This is a quick reference guide only. In the event that further information or clarification is required you should refer to the Regulations and Rules. Example: If a Member is appointed on 1st May the time limit to notify the CRO is 21st May. LLP Description Fee Time Limit Application for incorporation of an LLP Nil N/A Change of LLP name $ Days Change of registered office $ Days Change of Member/Designated Member, each notification for: $ Days appointment; removal; resignation. Change in each individual Member/Designated Member details: $ Days name; address. Change of an auditor: appointment; $ Days/ 5 Days removal; resignation. Change of financial year end Nil 21 Days Delivery of AR $ Days Filing of compliance checklist Nil N/A Delivery of Accounts Nil 21 Days 15

16 Branches Description Fee Time Limit Application for Registration as a Branch in the QFC Nil N/A Change of Branch Particulars including: $ Days name of Branch or Non-QFC LLP; principal place of business in the QFC; registered office address of the Non-QFC LLP; Principal Representative; date and place of incorporation of Non-QFC LLP; trading or business name of the Branch. Change of constitutional documents of the Non-QFC LLP Nil 21 Days Change of Non-QFC LLP Member/Designated Member Nil 21 Days Any restriction or revocation and/or any change in the power Nil 21 Days of attorney for the Principal Representative Filing of compliance checklist Nil As advised by the CRO Other Filings/Application Description Fee Time Limit Request for each extract of the Information maintained in the $50 N/A CRO Register Request for each Certified copy of: $50 N/A Certificate of Incorporation; Certificate of Registration; or any document filed with the CRO in accordance with the Regulations. Registration of Financing Statements with the CRO $200 N/A Each search of the Register of Financing Statements $50 N/A 16

17 APPENDIX 2 FILING REFERENCE TABLE LLPs Filing Type Form Document Fee Annual Return Accounts Checklist Appointment/removal or resignation of Member/Designated Member Change of Member/Designated Member s details Change of registered office First appointment and change of auditor Change of name Change in financial year end Branches Filing Type Form Document Fee Checklist Change of Non-QFC LLP Member Change of PR Change of PR s details Change of principal place of business 17

18 For further information please contact: Companies Registration Office Qatar Financial Centre Authority QFC Tower 1 Diplomatic District PO Box Doha, Qatar T: F: E: cro@qfc.qa Published: December, Disclaimer This Guide is provided for information only. Whilst every effort has been made to ensure that the contents are up to date and the information contained in it is correct, the CRO does not warrant nor accept any responsibility or liability for its contents. By using this Guide and any information in it, you accept that the CRO does not guarantee and does not assume any legal liability whatsoever in respect of the use or reliance on its contents. The contents of this Guide may be subject to change without notice.

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20 QATAR FINANCIAL CENTRE (QFC) Companies Registration Office, PO Box 23245, Doha, Qatar T: F: