Appendix IV – Limited Liability Partnerships

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Form CRO 3 Companies Registration Office CRO3-VER3-May08 Page 1 of 19

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Transcript of Appendix IV – Limited Liability Partnerships

Page 1: Appendix IV – Limited Liability Partnerships

Form CRO 3Companies Registration Office

Application for incorporation of a Limited Liability Partnership (LLP) in the QFC

Name of applicant      

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Date application made      

Please submit this form to:QFC Regulatory AuthorityRegulatory ServicesLevel 14, QFC Tower PO Box 22989Doha, QatarTel: +974 4956 888Fax: +974 4835 031Email: [email protected]

For Regulatory Authority Use

Reference No:

Date received:

Received by:

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Background and purpose of this form

A company must not engage or carry on (or purport to carry on) any trade or business activity in or from the QFC unless it is incorporated in the QFC as a limited liability partnership (LLP), or by registering as a branch with the companies registration office (CRO) in accordance with the QFC’s Limited Liability Partnerships Regulations 2005.

This form is the incorporation document of the company for the purposes of the QFC’s Limited Liability Partnerships Regulations 2005, article 9.

Where can I find guidance on completing this form?

We recommend that you read the documents, ‘A Guide to the Application Process’ and ‘The Application Process – Frequently Asked Questions’, available from the Regulatory Authority’s website, www.qfcra.com.

Please also refer to the QFC‘s Limited Liability Partnerships Regulations.

There are also guidance notes for completing this application at the end of the form that will assist you in completing some questions. The availability of notes for a particular question will be indicated in the question itself by the phrase ‘(see notes)’.

Who should complete this form?

This form should be completed by persons who wish to incorporate as an LLP in the QFC in accordance with Limited Liability Partnerships Regulations 2005, article 9.

Defined terms in this form

This application uses certain terms that are defined in the Limited Liability Partnerships Regulations 2005, article 63, available through the QFC legislation website. Defined terms are identified throughout this form by the italicisation of the term. For example, business is defined as, ‘including every trade, profession and occupation’.

Completing this form

Please refer to Limited Liability Partnerships Regulations 2005 chapter 3 for the requirements in respect of completing this form – this is available on the Regulatory Authority’s website, www.qfcra.com.

Submitting this form

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The completed form CRO3 should be submitted to the Regulatory Authority. The Regulatory Authority will forward it to the CRO.

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Personal data

The Personal Data provided in this form will be processed by the Regulatory Authority in accordance with the QFC’s Data Protection Regulations 2005.

How will information supplied in this form be used?

Information provided in or with forms submitted to the Regulatory Authority will be used to establish and update registers and databases kept by the Regulatory Authority, the QFC Authority and the CRO.

Information provided in or with forms submitted to the Regulatory Authority may be shared between the Regulatory Authority, the QFC Authority and the CRO under arrangements between them.

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Contents

Title

Page

1 General questionnaire 5

2 Nature of applicant’s business 5

3 Information on members 6

4 Information on designated members9

5 Declaration and consent 10

Supporting documentation to be included with

Form CRO 3 11

Notes for completing form CRO3

13

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1 Applicant’s contact details

1.1 Name of applicant (see notes)

1.2 Name of LLP to be established within the QFC (see notes)

1.3 Name and position of main contact for this application (see notes)

1.4 Office address of main contact

1.5 Telephone and fax number of main contact

1.6 Email address of main contact

1.7 Preferred method of contact

1.8 Address of the LLP’s registered office in the QFC (see notes)

1.9 Date of LLP’s financial year end

2 Nature of applicant’s business

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Please describe the nature of the business to be conducted by the LLP

3 Information on members

Members (please list in alphabetical order and attach additional pages if necessary)

a. Family name      

Given names      

Date and place of birth Date of birth (DD/MM/YY)

Place of birth

           

Nationality      

Address      

City      Post code      Country      

Business occupation      

b. Family name      

Given names      

Date and place of birth Date of birth (DD/MM/YY)

Place of birth

           

Nationality      

Address      

City      Post code      Country      

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Business occupation      

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c. Family name      

Given names      

Date and place of birth Date of birth (DD/MM/YY)

Place of birth

           

Nationality      

Address      

City      Post code      Country      

Business occupation      

d. Family name      

Given names      

Date and place of birth Date of birth (DD/MM/YY)

Place of birth

           

Nationality      

Address      

City      Post code      Country      

Business occupation      

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e. Family name      

Given names      

Date and place of birth Date of birth (DD/MM/YY)

Place of birth

           

Nationality      

Address      

City      Post code      Country      

Business occupation      

f. Family name      

Given names      

Date and place of birth Date of birth (DD/MM/YY)

Place of birth

           

Nationality      

Address      

City      Post code      Country      

Business occupation      

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4 Information on designated members

Will all members be designated members (see notes)?

YESNO

Names of designated members, if all members are not designated members

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5 Declaration and consent

5.1 Declaration

I declare that:

I am a partner of [insert name of LLP to be incorporated].

I am qualified to act as a partner of an LLP pursuant to the Limited Liability Partnerships Regulations 2005.

5.2 Consent

I acknowledge that it may be necessary for the CRO to obtain information from other regulators, law enforcement agencies or other persons (whether in Qatar or elsewhere) to properly consider and decide this application. Accordingly, I consent to the CRO obtaining any information from third parties that the CRO considers is necessary for the purpose of considering and deciding this application. All personal data provided to the CRO will be processed in accordance with the Data Protection Regulations 2005.

IMPORTANT

It is a contravention of the Limited Liability Partnerships Regulations 2005 to give false or misleading information to the CRO or to conceal information if the concealment is likely to mislead or deceive the CRO.

a. Name       Capacity      

Signature       Date      

b. Name       Capacity      

Signature       Date      

c. Name       Capacity      

Signature       Date      

d. Name       Capacity      

Signature       Date      

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e. Name       Capacity      

Signature       Date      

f. Name       Capacity      

Signature       Date      

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Supporting documentation to be included with form CRO 3

Document Included

1. A copy of the Limited liability partnership agreement signed by the members.

If an incorporator is a body corporate (see notes):

2. A copy of the incorporator’s current certificate of incorporation or registration in its place of origin, or a document of similar effect, certified by the authority responsibly for the incorporation or registration of companies in the jurisdiction in which it is incorporated or registered.

Where this document is not in the English language, this must be accompanied by a translation – certified as a true and accurate translation of the document by a professional translator.

3. A copy of the constitutional document of the incorporator, certified as a true copy by the company secretary, i.e. articles of association, partnership deed or members agreement etc.

As above, where this document is not in the English language, this must be accompanied by a translation – certified as a true and accurate translation of the document by a professional translator.

4. Resolution of the board of directors or partners of the body corporate:

authorising the incorporation of the limited liability partnership in the QFC; and

appointing the person authorised to sign documents on behalf of the body corporate in relation to the incorporation of the new limited liability partnership; or

authorising the issuance of a power of attorney giving a named individual the powers to sign all documents in connection with the establishment of the limited liability partnership.

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Notes for completing form CRO3

Question 1.1

The applicant will be the partnership that proposes to incorporate as the LLP in the QFC.

Question 1.2

The name of the LLP must comply with Article 19 of the Limited Liability Partnerships Regulations 2005.

The QFC’s Limited Liability Partnerships Regulations, article 19 deals with the registration of the name of an LLP with the Companies Registration Office (CRO). It states that:

(1) The name of an LLP must:

a. be written using letters of the English alphabet or such other characters acceptable to the CRO; and

b. end with:

(i) the expression “Limited Liability Partnership”; or(ii) the abbreviation “llp” or “LLP”.

(2) An LLP shall not be registered by a name:

(A) which includes, otherwise than at the end of the name, either the expression “Limited Liability Partnership” or either of the abbreviations “llp” or “LLP”;

(B) which is the same as a name appearing on the index of names maintained by the CRO; or

(C) which in the opinion of the CRO is offensive or otherwise undesirable.

(3) Except with the approval of the CRO, an LLP shall not be registered by a name which in the opinion of the CRO would be likely to give the impression that it is connected in any way with the State.

Question 1.3

The Regulatory Authority may require further information to process an application. If it needs further information, the Regulatory Authority will contact the individual identified in question 1.2.

Question 1.8

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Please refer to Limited Liability Partnerships Regulations 2005, articles 9(2)(C) and 25, for requirements in relation to location of the LLP’s registered office.

Section 4

The definition of a designated member can be found in the QFC’s Limited Liability Partnerships Regulations 2005, Article 15.

Questions 5.1 and 5.2

This form must be signed by all the persons who have signed the limited liability partnership agreement. In the event a person is a body corporate, an official of that body corporate, who holds the necessary authority, must sign this form. A copy of the body corporate’s current certificate of incorporation or registration in its place of origin or a document of similar effect, certified by the relevant registry in the jurisdiction in which it is incorporated, must be submitted with the application.

Supporting documents

An incorporator is a member of the proposed LLP.

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