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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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.
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CONTENTSThis Guide is split into the following Parts:
PART 1 – GENERAL INFORMATION FOR LLPs AND BRANCHES
A. Definitions ...................................................................................................... 6B. Background on the CRO .................................................................................. 6C. Submission Information ................................................................................. 6D. CRO Fees ........................................................................................................ 7E. Late Filing Penalties ...................................................................................... 8F. CRO Reminders .............................................................................................. 8
PART 2 – LLPs
Section 1 – Annual or Time Driven Requirements ............................................ 9A. Annual Return (Art 30) .................................................................................. 9B. Audited Accounts (Art 34) ........................................................................... 10C. CRO Compliance Checklist ............................................................................ 11
Section 2– Ad Hoc or Event Driven Filings ..................................................... 11A. Change of Member or Designated Member or Their Details (Art 16) ............ 11B. Change of Registered Office (Art 26) ........................................................... 12C. Appointment and Change of Auditor (Art 38) ............................................... 12D. Change of Name (Art 20) .............................................................................. 13E. Change of Financial Year End (Art 33) ......................................................... 13
PART 3 – BRANCHES
Section 1 – Annual or Time Driven Requirements .......................................... 13A. CRO Compliance Checklist ............................................................................ 13
Section 2 – Ad Hoc or Event Driven Filings .................................................... 14A. Change of Member of Non-QFC LLP (Art 45) .............................................. 14B. Change of Principal Representative or Their Details (Art 50) ....................... 14C. Change of Principal Place of Business (Art 50) ............................................ 14
APPENDIX 1
Table of Fees Guide and Time Limits ............................................................... 15
APPENDIX 2
Filing Reference Table ...................................................................................... 17
QFC LLPs should read Parts 1 and 2
Branches should read Parts 1 and 3
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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.
PART 1 – GENERAL INFORMATION FOR LLPs AND BRANCHES
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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 23245
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.
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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.
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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 2012 – 30th 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 2012 – 30th June 2013.
Note: Firm wishes to change AR period to 1st January – 31st December annually.
Second AR period → 1st July 2013 – 31st December 2013 (6 months).
Third AR period → 1st January 2014 – 31st 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.
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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 2013 – 31st December 2013 then the complete
notification must be received by the CRO by the 28th January 2014.
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 2014.
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.
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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 2013 –
31st December 2013.
As a result the first financial year end would be for a 15 month period covering
30th September 2013 – 31st 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.
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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.
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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.
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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.
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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 $200 21 Days
Change of registered office $200 21 Days
Change of Member/Designated Member, each notification for:
• appointment;
• removal;
• resignation.
$200 21 Days
Change in each individual Member/Designated Member details:
• name;
• address.
$200 21 Days
Change of an auditor:
• appointment;
• removal;
• resignation.
$200 21 Days/
5 Days
Change of financial year end Nil 21 Days
Delivery of AR $200 28 Days
Filing of compliance checklist Nil N/A
Delivery of Accounts Nil 21 Days
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Branches
Description Fee Time Limit
Application for Registration as a Branch in the QFC Nil N/A
Change of Branch Particulars including:
• 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.
$200 21 Days
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
of attorney for the Principal Representative
Nil 21 Days
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
CRO Register
$50 N/A
Request for each Certified copy of:
• Certificate of Incorporation;
• Certificate of Registration; or
• any document filed with the CRO in accordance with
the Regulations.
$50 N/A
Registration of Financing Statements with the CRO $200 N/A
Each search of the Register of Financing Statements $50 N/A
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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 ✓ ✓
For further information please contact:
Companies Registration Office
Qatar Financial Centre Authority
QFC Tower 1
Diplomatic District
PO Box 23245
Doha, Qatar
T: +974 4496 7738
F: +974 4496 7772
www.qfc.qa
Published: December, 2014
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.18
Companies Registration Office, PO Box 23245, Doha, Qatar • T: +974 4496 7777 • F: +974 4496 7676 • [email protected] • www.qfc.qa
QATAR FINANCIAL CENTRE (QFC)