CRO LATE FILING

PENALTIES GUIDANCE

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Firms incorporated or registered in the Qatar Financial Centre (“QFC”) pursuant

to applicable QFC Regulations (“Regulations”) (collectively hereinafter “Firms”)

are required to submit various returns and notifications to the QFC Companies

Registration Office (“CRO”) from time to time including, but not limited to, their

audited annual accounts, annual return and various periodic notifications.

The Regulations set out various filing requirements and the timeframes within

which Firms are required to submit returns and notifications to the CRO. Furthermore,

each Schedule 1 of the Regulations provides various financial penalties for a range

of contraventions relating to notification and compliance filings made to the CRO.

The purpose of this CRO Late Filing Penalties Guidance (“Guidance”) is to clarify

the circumstances in which the CRO will levy a financial penalty, to encourage Firms

to maintain high standards of conduct and compliance with the Regulations, and

more specifically to:

1. Highlight to Firms important non-compliance issues;

2. Deter Firms from committing further similar transgressions in the future; and

3. Assist Firms in appreciating the wider benefits of good corporate governance

and compliance.

INTRODUCTION

PURPOSE

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As part of the compliance-focused culture of the QFC, the CRO is required to receive

and process documents and information from Firms and to keep and maintain a

register of Firms in the QFC. Therefore, it is important that Firms submit filings

to the CRO in a timely manner. As a result, the late filing penalties are imposed

when Firms fail to submit documents to the CRO within the prescribed time limit.

The tables in each respective Schedule 1 set out the maximum financial penalties

that will be levied by the CRO for various delays in notifying submissions to the

CRO, and other contraventions of the Regulations. The imposition of a penalty up

to the maximum amount provided in the relevant Schedule 1 of the Regulations

shall be mandatorily imposed on those Firms that contravene the relevant provisions

of the regulations.

WHY ARE LATE FILING

PENALTIES PAYABLE?

HOW MUCH ARE THE LATE

FILING PENALTIES?

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Late filing penalties are easy to avoid by simply lodging with the CRO by the due

date a fully completed form and fee payment (where applicable) together with the

requisite supporting documentation.

Alternatively, if you believe that you have an acceptable reason which makes it

difficult to comply with a prescribed time limit then, prior to the filing deadline

you can make an application in writing for an extension of time or other waiver

or modification to the CRO. The application must be made in good time and contain

all pertinent information (including (where applicable) the length of the extension

requested) together with an explanation of why the Firm cannot comply with the filing

deadline. In some cases where it would assist the CRO in making a recommendation,

the CRO would expect an external third party to verify the reasons supplied by

Firms. As an example: if a Firm cannot submit its annual audited accounts by the

due date then the application for an extension of time should include detailed

reasons for the delay and include separate written confirmation of the reasons

from your auditors or other professional advisers. If the CRO is satisfied that the

information given is sufficient to recommend an extension of time, then the CRO

will make the appropriate recommendation to the QFC Authority (“QFCA”), which

may in its discretion grant the extension.

If insufficient information is given, or the request is not granted and the Firm fails

to make the notification in time, then Firms will be liable for the late filing penalty.

All applications for a waiver or modification should be sent to:

CRO Manager

Companies Registration Office

Qatar Financial Centre Authority

QFC Tower 1

Diplomatic Area, West Bay

Doha, Qatar

CRO@qfc.qa

HOW CAN I AVOID A LATE

FILING PENALTY?

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In addition to the fines imposed by the CRO pursuant to the Regulations, a Firm

may also be subject to the imposition of additional fines, penalties, and enforcement

action by the QFCA, the QFC Regulatory Authority (“QFCRA”), or any other regulatory

body where applicable.

ARE THE FINES SET OUT IN THE REGULATIONS

THE ONLY FINANCIAL PENALTIES

TO WHICH A FIRM MAY BE SUBJECT?

The CRO cannot accept documents until they meet all the requirements of the

Regulations and accordingly acceptance by the CRO will depend on the Regulations

pursuant to which the documents are filed. If, for example, the signature of a

director, company secretary or the auditor is missing, the CRO would need the

amended document including the signature to be sent prior to the filing deadline.

To allow sufficient time for the CRO to verify the documents and notifications

provided, Firms are strongly urged to submit all forms and documents as soon

as possible.

WHAT IF THE CRO REJECTS

MY DOCUMENTS?

If a Firm delivers its documents after the filing deadline, the CRO will automatically

issue a penalty notice in the form attached as Annex 1 (“Notice”) to the registered

office address of the Firm. The Notice will include details of the penalty imposed

against the Firm.

HOW WILL THE FIRM KNOW WHEN

A PENALTY HAS BEEN IMPOSED?

If a Firm submits a return or notification after the relevant filing deadline, the CRO

will automatically issue an invoice to the contact person of the Firm at the registered

office address.

WHAT HAPPENS WHEN A LATE FILING

PENALTY HAS BEEN IMPOSED?

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The safest and most secure way of submitting returns and notifications to the

CRO is by hand or by courier. The CRO office hours are 8am to 5pm Sunday to

Thursday inclusive.

The address is:

Companies Registration Office

Qatar Financial Centre Authority

QFC Tower 1

PO Box 23245

Diplomatic Area, West Bay

Doha, Qatar

The CRO will expect to receive from Firms original forms, documents, and returns.

A failure to provide the originals by the filing deadline will result in the imposition

of the late filing penalty.

HOW DO YOU SEND

INFORMATION TO THE CRO?

If a Firm believes that a financial penalty has been levied incorrectly, or a Firm

wishes to object to the imposition of such a penalty, then the Firm should submit

an objection notification to the CRO in the form attached as Annex 2. Further

details may be found in Rule 6.2 of the Companies Rules and Rule 4.2 of the Limited

Liability Partnerships Rules.

HOW CAN I OBJECT TO A

LATE FILING PENALTY?

The amount of the penalty shall be determined in the sole discretion of the CRO,

up to the maximum penalty amount. Depending on the severity of a Firm’s failure

to comply with the Regulations, the CRO would normally seek to first impose a

fine of approximately twenty percent (20%) of the maximum penalty amount. If

the notification remains unfiled, an additional ten percent (10%) of the maximum

penalty amount will be levied on the contravening Firm for each subsequent

month. However, where a contravention is deemed by the CRO to be “serious”, the

maximum penalty amount may be immediately imposed on a contravening Firm.

If the notification remains unfiled for a period of 3 months, then the QFCA may take

appropriate enforcement measures, including the suspension or revocation of a

Firm’s licence in the QFC.

HOW DOES THE CRO DETERMINE THE AMOUNT

OF THE LATE FILING PENALTY TO BE LEVIED?

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NOTICE OF FINANCIAL PENALTY PURSUANT TO ARTICLE [•] OF THE QATAR FINANCIAL

CENTRE [•]1 REGULATIONS

To: [•]

1. The QFC Companies Registration Office (“CRO”) considers that you have contravened Article(s)

[•] of the QFC [•] Regulations (“Regulations”).

2. The particulars of the facts giving rise to this contravention/these contraventions are as follows:

[•]

3. As set out in the CRO Late Filing Penalties Guidance (“Guidance”), the primary purposes of

imposing financial penalties are to promote high standards of conduct and to encourage a culture

of compliance by deterring Persons from committing contraventions of the Regulations. Taking into

account these purposes, the facts set out in Paragraph 2 of this Notice and the general circumstances

of this matter, the following fine(s) is imposed:

[•]

4. This fine may be paid at any time before 5pm local time on [•] by forwarding payment to [•]. Should

you pay this fine prior to 5pm on [•], then no proceedings will be commenced by the CRO against

you in respect of the contraventions set out in this Notice. Firms and individuals to whom this filing

penalty relates will continue to incur additional filing penalties (up to the maximum amount) each

subsequent month so long as the requisite notification (and fee as applicable) remains outstanding.

Should you continue to be in contravention of the Regulations, the CRO may take action in respect

of any obligation to do or refrain from doing any act or thing.

5. If you object to the imposition of this fine, you may file a Notice of Objection (“Notice”) by sending

or delivering the Notice in the form attached, to the following address:

The Companies Registration Office

QFC Tower 1

PO Box 23245

West Bay

Doha, Qatar

6. The Notice must detail the issues and circumstances you wish the CRO to take into account in

determining whether to commence proceedings to recover the fine. The Notice must be received by

the CRO before 5pm on [•]. Should you file a Notice, the CRO will determine whether to commence

proceedings against you for payment of the fine.

7. Should you neither pay the full amount of the fine, nor file a Notice before 5pm on [•], then the CRO

may take any necessary steps to recover that part of the fine that remains unpaid, together with costs.

8. The CRO may publish details of the matter to which this Notice of Financial Penalty relates.

Name: [•]

Date: [•]

Qatar Financial Centre Companies Registration Office

ANNEX 1

COMPANIES REGISTRATION OFFICE

1 Insert reference to the relevant QFC Regulations.

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To: [•]

Qatar Financial Centre Companies Registration Office

PO Box [•]

Doha

Qatar

I refer to the Notice of Financial Penalty, the details of which are as follows:

[•]

I object to the imposition of the fine or so much of the fine that relates to [•].2

OR

I hold the position of [•] within [•] and I am authorised on its behalf to file this Notice of Objection.3

In determining whether to commence proceedings to recover the fine I believe that the Companies

Registration Office should take into account the following matters:

[•]

Name: [•]

Date: [•]

ANNEX 2

NOTICE OF OBJECTION

2 Where a penalty has been issued in respect of an individual.3 Where a penalty has been issued in respect of a QFC Firm.

QFC Authority, PO Box 23245, Doha, Qatar • T: +974 4496 7777 • F: +974 4496 7676 • info@qfc.qa • www.qfc.qa

QATAR FINANCIAL CENTRE (QFC)