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
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 • [email protected] • www.qfc.qa
QATAR FINANCIAL CENTRE (QFC)