Article 17 of Companies Regulations 2005:- Any one or more persons may apply for the incorporation of an LLC for the purpose of carrying on a Business of a kind permitted by the QFC Law to be conducted in the QFC by signing and filing with the CRO an incorporation document together with the Prescribed Fee and otherwise complying with the requirements of these Regulations in respect of registration.

Article 18 of Companies Regulations 2005:- (1) No LLC shall be incorporated without the consent of the CRO.

(2) On incorporation the CRO shall:
(A) give a certificate that the LLC is incorporated with the name specified in the certificate and with effect from the date of the certificate;
(B) allocate to the LLC a number, which shall be the LLC’s registered number; and
(C) enter the name and registered number of the LLC in the index of names and registered numbers maintained by the CRO under these Regulations.

(3) If an LLC fails to deliver an annual return in accordance with this Article 47 before the end of the period of 28 days after the return date, the LLC shall be in contravention of these Regulations. The contravention continues until such time as an annual return made up to that return date and complying with the requirements of Article 47(2) (except as to date of delivery) is delivered by the LLC to the CRO.

The managers of the company shall be jointly liable for this registry and the correctness of the information therein. The members and all parties of interest have the right to view this registry.

Article 19(6) of Companies Regulations 2005:- Every LLC shall keep a register of Members, together with:
(A) a statement of the Shares held by each Member, distinguishing each Share by its number (if the Share has a number) and, where the LLC has more than one class of issued Shares, by its class;
(B) the date on which each person was registered as a Member; and
(C) the date on which any person ceased to be a Member.

Article 44(1) of Companies Regulations 2005:- For an LLC (Public), a record of transfer or title to any shares in the LLC (Public) held in the QSE or the relevant exchange’s registry or system will be the definitive register of transfers and register of Members

For an LLC (Public), a record of transfer or title to any shares in the LLC (Public) held in the QSE or the relevant exchange’s registry or system will be the definitive register of transfers and register of Members

(2) enable the directors to ensure that any accounts prepared by the LLC comply with the requirements of these Regulations.

Article 80(1) of Companies Regulations 2005:- The LLC’s accounting Records shall be:
(A) kept at the LLC’s registered office;

(B) preserved by the LLC for at least 6 years from the date to which they relate; and

(C) at all reasonable times be open to inspection by the directors and auditor of the LLC.

Article 76 of Companies Regulations 2005:- (1) Every LLC shall cause minutes of all proceedings at general meetings, meetings of the holders of a class of Shares, meetings of its directors and committees of directors to be entered in books kept for that purpose.

(2) Any such minute, if purporting to be signed by the chairman of the meeting at which the proceedings took place, or by the chairman of the next succeeding meeting, is evidence of the proceedings.

(5) The books containing the minutes of a general meeting or of a meeting of the holders of a class of Shares or a meeting of the directors shall be kept at the LLC’s registered office, and shall during business hours be open to examination by a Member without charge.

(2) Alterations so made to the articles of association shall have effect from the time of the passing of the Special Resolution or such later time as shall be specified in it.

(3) Any alteration to the articles of association must be registered on the Prescribed Form, accompanied by the payment of the Prescribed Fee, with the CRO within 21 days of the Special Resolution to alter it being passed by the Members.

(3) An LLC having altered its share capital pursuant to Article 28(1), shall within 21 days thereafter give notice in the Prescribed Form to the CRO, together with a copy of the Ordinary Resolution effecting the alteration.

(2) In particular, and without prejudice to the generality of Article 30(1), an LLC may:
(A) extinguish or reduce the liability on any of its Shares in respect of capital not paid up;
(B) either with or without extinguishing or reducing liability on any of its Shares, cancel any paid up capital that is lost or unrepresented by available assets; or
(C) either with or without extinguishing or reducing liability on any of its Shares, pay off any paid up capital that is in excess of the requirements of the LLC.

(3) No LLC shall reduce the amount of its share capital under Article 30(1) unless it complies with the following:
(A) at a date not more than 30 days and not less than 15 days before the date from which the reduction of the share capital is to have effect, the LLC shall publish a notice in an newspaper approved by the CRO stating the amount of the LLC’s share capital at such date, the amount to which, and manner in which, the share capital is to be reduced and the date from which the reduction is to have effect; and
(B) on the date from which the reduction is to have effect a certificate shall be signed by at least two directors of the LLC or the sole director if there is only one director declaring either:
(i) that on that date and following the reduction of capital, the realisable value of the LLC’s assets will be not less than the aggregate of its Liabilities and issued share capital and Share Premium Account and the LLC will be able to satisfy its Liabilities as they fall due; or
(ii) that all the creditors of the LLC on that date have consented to the reduction.

(5) Where an LLC reduces the amount of its share capital then within 30 days after the date on which the reduction has effect the LLC shall file a notice in Prescribed Form with the CRO together with a copy of the notice referred to in Article 30(3)(A) and the certificate referred to in Article 30(3)(B) above.

(2) Where an LLC changes its name it shall deliver, within 21 days of the Special Resolution, a notice to the CRO and shall pay to the CRO the Prescribed Fee.

(2) A notice delivered under Article 43(1):
(A) shall be in the Prescribed Form; and
(B) shall be signed by a director or secretary of the LLC or authenticated in a manner approved by the CRO.

Article 77 of Companies Regulations 2005:- (1) A copy of every resolution or agreement to which this Article 77 applies shall within 21 days after it is passed or made, be registered with the CRO on the Prescribed Form.

(2) This Article applies to:
(F) a resolution removing an auditor of an LLC from office.

(2) When an auditor ceases for any reason to hold office the auditor shall deposit at the LLC’s registered office:
(A) a statement of any circumstances connected with his ceasing to hold office which he considers should be brought to the notice of the Members or creditors of the LLC; or
(B) if he considers that there are no such circumstances a statement that there are none.

(3) Where a statement under this Article 88 falls within Article 88(2)(A), the LLC shall within 21 days send a copy of the statement to each director and Member of the LLC.

Article 63(1) of Companies Regulations 2005:- A meeting of the Members of an LLC shall be convened at least once in every calendar year (save that provided an LLC shall hold its first annual general meeting within 18 months of its incorporation, it need not hold it in the calendar year of its incorporation or the following calendar year); this meeting shall be referred to as the annual general meeting.

Article 66 of Companies Regulations 2005:- (1) Any general meeting of an LLC or a meeting of any class of Members of an LLC may, subject to any longer period of notice as may be required by its articles of association, be called by not less than 21 days notice in writing, inclusive of the day on which the notice is given.

(2) If a meeting is called by shorter notice than that specified in Article 66(1), it shall be deemed to be duly called if it is so agreed by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than 95 percent of the nominal value of the Shares of the LLC giving a right to attend and vote at that meeting.

(3) A notice of a general meeting of the LLC shall:
(A) set out a time and place for the meeting;
(B) set out in an agenda the nature of the business of the meeting;
(C) if a Special Resolution is to be proposed at the meeting set out the intention to propose a Special Resolution and attach a copy of the proposed Special Resolution to the agenda; and
(D) include a copy of any accounts or auditors report if the same is to be laid before the meeting.

(2) No person shall be a director who:
(A) if an individual, is under the age of 18 years;
(B) is disqualified from being or becoming a director in the QFC or in any other place;
(C) is an undischarged bankrupt in any country; or
(D) is a Body Corporate, unless—
(i) the Body Corporate is an Authorised Firm; and
(ii) the LLC is a Collective Investment Fund.

(2) The proviso stated at Article 57(1)(A) shall not authorise the making of any financial assistance, or the entering into of any guarantee, or the provision of any security, except either:
(A) with the prior agreement of the LLC given at a general meeting at which the purposes of the expenditure and the amount of the financial assistance or the extent of the guarantee or security, as the case may be, are disclosed; or
(B) on condition that, if the approval of the LLC is not given as aforesaid at or before the next following annual general meeting, the financial assistance shall be repaid or the liability under the guarantee or security shall be discharged, as the case may be, within 6 months from the conclusion of that meeting.