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01
Notifications relating to a change of director of a
Non Qatar Financial Centre Authority (“Non-QFC”)
registered Company
This help guide (“Guide”) has been created by the
Companies Registration Office (“CRO”) to assist
companies licensed in the QFC.
In the Guide all references to legislation and/or forms
can be found on the QFC Legislation website which can
be accessed on http://www.complinet.com/qfcra/.
In this Guide references to the “Regulations” means the
Companies Regulations 2005 and the “Rules” means the
Companies Rules. Any capitalised terms will have the
meaning reflected in the Regulations or Rules.
This Guide only applies to the notifications of changes
relating to directors of Non-QFC companies. In the
event that further information or clarification is
required, you should refer to the Regulations, the Rules
and the directions/requirements contained in Form Q07.
Background on the CRO
Q. What is the CRO?
A. The CRO was created pursuant to Article 7 of Law no. 7 of 2005 (“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
register, and receiving CRO filings and notifications from QFC Licensed Firms.
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.
Contact DETAILS
Companies Registration Office
Qatar Financial Centre Authority (QFCA)
QFC Tower 1, PO Box 23245
Doha, Qatar
T. +974 4496 7776
www.qfc.com.qa
F. +974 4496 7772
Change of Director
Non-QFC Registered
Company
02
Notifications relating to a change of director of a
Non Qatar Financial Centre Authority (“Non-QFC”)
registered Company
Notifications relating to a change of director of a
Non Qatar Financial Centre Authority (“Non-QFC”)
registered Company
04
BACKGROUND
Q. Why does a Non- QFC company need to notify the CRO about matters relating
to its directors?
A. The CRO is responsible for receiving and processing filings required under the
Regulations and administering the CRO public register (“Register”). One of the CRO’s
primary responsibilities is to ensure that it retains accurate corporate records for
each Non-QFC company and that, where applicable, this information is available on
the Register.
DIRECTORS – NON-QFC Company
Q. When does a Non-QFC company need to notify the CRO about matters relating
to its directors?
A. Non-QFC companies which have registered branches in the QFC are required to
make various notifications to the CRO relating to its directors. These include those
matters referred to in Article 122(1) of the Regulations and include the:
1. appointment of a new director; and / or
2. resignation or removal of a director; and / or
3. change in the personal details of a director, including any change
a. of name;
b. of residential address;
c. in business occupation;
d. in nationality; and / or
e. in other directorships (new and /or resignations)
Q. How does the Non-QFC company notify the CRO?
A. The ‘Prescribed Form’ under Appendix 2 of the Rules is Form Q07 which is
available for download from the Forms link on the QFC Legislation website at the
following address: http://www.complinet.com/qfcra/.
You will need to complete the relevant parts of section 4.1 of the Form.
Q. Who needs to sign the Form?
A. The principal representative or authorised signatory (i.e. a person registered as
an authorised signatory of the Non-QFC company in the CRO’s records) will need to
sign the declaration in Section 8. If the notification is for the appointment of a new
director then the newly appointed director cannot sign in section 8 of the form.
Q. What supporting documents does the Non-QFC company need to send with the Form?
A. This will depend on the nature of the notification. You should check the instructions
on the Form to ensure you attach the correct certified documentary evidence which
may include:
1. a certified copy of the director’s passport;
2. a certified copy of the resolution appointing / removing the director; and
3. evidence of change of name such as a marriage certificate.
Where a director has resigned, the CRO will require either a certified copy of the
resignation letter or written confirmation from the company secretary or a remaining
director that the director in question is no longer a director of the Non-QFC company.
Note: A passport copy must be certified by a person duly authorised to certify official
documents in the jurisdiction in which the copy is being certified.
Note: Any copy of other supporting documents such as a copy of a board resolution
must be certified as a true copy by either a director or the company secretary.
Q. Where do I return the Form?
A. The Form can be delivered to the CRO at the following address:
By HandBy Post
Companies Registration Office
Companies Registration Office
QFC Tower 1 QFC Tower 1
Diplomatic DistrictDiplomatic District
West Bay (Opposite City Centre)
PO Box 23245
Doha, QatarDoha, Qatar
Q. Does the CRO accept photocopies or scanned Forms and Documents?
A. The CRO always requires an original completed Form to be submitted. The Form
should be accompanied by all supporting certified documents, and the Prescribed Fee
within the prescribed time limit.
The CRO does not accept copies of the Form and/or supporting documents submitted
electronically. Likewise any photocopied notifications and/or documents will also not
be processed.
Q. What is the time limit for notifying the CRO?
A. Pursuant to Article 122(2) of the Regulations the time limit for a complete notification
to be received by the CRO is 21 days from the date of appointment, resignation or the
change to the director’s details.
Q. Is there a filing Fee?
A. For each notification you must pay the Prescribed Fee of US $200.00 per
notification (see Appendix 3 of the Rules). Payment should be made at the time
of lodging the Form by either cheque or direct bank transfer to the QFCA’s bank
account.
Example - If there is a resignation and an appointment notified there will be 2
notifications, each carrying a fee of US $200 (total US $400).
Q. When is a notification considered complete?
A. A notification is not complete until the CRO has received a fully acceptable
completed Form with all the necessary supporting documents and payment of the
correct Prescribed Fee. 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. What are the most common reasons for rejection or delay in processing a
notification?
A. The most common reasons for rejecting a submission are:
•
The Form has not been signed by an authorised signatory of the Non-QFC
company and/or the new director;
•
The Form is not clear and legible; and
•
The correct supporting documentation was not enclosed with the Form;
Q. What happens if the Non-QFC company is late in filing a notification?
A. If a complete notification (Form, documents and Prescribed Fee) is not received
within the prescribed time limit, the Firm will be liable to a Financial Penalty up to
the maximum level set out in Schedule 1 of the Regulations. For further details, you
should refer to the Regulations and the Late Filing Penalties Guidance Note available
on the CRO’s website at http://www.qfc.com.qa/CRO.