Legal Awareness
Legal Awareness
- Commercial Companies Law
A Practical Questions & Answers Guide Based on Commercial Companies Law No. (11) of 2015, as amended.
- Chapter One: General Provisions
- Chapter Two: Joint-Liability (Partnership) Company
- Chapter Three: Simple Partnership (Limited Partnership) Company
- Chapter Four: Joint Venture Company
- Chapter Five: Public Shareholding ( Joint Stock) Company
- Chapter Six: Private Shareholding (Joint Stock) Company
- Chapter Seven: Limited Partnership with Shares
- Chapter Eight: Limited Liability Company
- Chapter Nine: Holding Company
- Chapter Ten: Conversion, Merger, Division and Acquisition of Companies
- Chapter Eleven: Termination (Dissolution) and Liquidation of Companies
- Chapter Twelve: Control over Companies
- Chapter Thirteen: Penalties and Closing Provisions
Pursuant to Article (2) of the Commercial Companies Law, a commercial company is a contract whereby two or more persons, whether natural or juristic persons, undertake to contribute to a profit-making project by providing a share of money or work, and to share the profits or losses arising from such project.
Pursuant to Articles (2) and (228) of the Commercial Companies Law, a company may be incorporated by one person, in accordance with the provisions governing limited liability companies.
Pursuant to Article (3) of the Commercial Companies Law, every company incorporated in Qatar shall be of Qatari nationality, and its headquarters must be located in Qatar. However, this does not necessarily mean that the company enjoys rights legally restricted to Qatari nationals, unless it is wholly owned by Qataris.
Pursuant to Article (4) of the Commercial Companies Law, a company must take one of the following forms: a general partnership, a limited partnership, a joint venture company, a public shareholding company, a private shareholding company, a Limited Partnership with Shares, or a limited liability company.
Pursuant to Article (5) of the Commercial Companies Law, a company that does not take one of the forms prescribed by law shall be null and void. The persons who contracted in its name shall be personally and jointly liable for the obligations arising from such contract.
Pursuant to Article (6) of the Commercial Companies Law, except for a joint venture company, the company contract and any amendment thereto must be written in Arabic and notarized; otherwise, the contract or amendment shall be null and void.
Pursuant to Article (6) of the Commercial Companies Law, the company contract or any amendment thereto may be accompanied by a translation into a foreign language. In the event of any discrepancy, the Arabic text shall prevail.
Pursuant to Article (7) of the Commercial Companies Law, the partners may invoke such nullity among themselves, but they may not rely on it against third parties. Third parties, however, may invoke such nullity against the partners.
Pursuant to Article (8) of the Commercial Companies Law, except for a joint venture company, a company does not acquire legal personality until it is registered in accordance with the provisions of this law.
Pursuant to Article (8) of the Commercial Companies Law, the managers or members of the Board of Directors, as the case may be, shall be jointly liable for any damage sustained by third parties as a result of the failure to register the company.
Pursuant to Article (9) of the Commercial Companies Law, a partner’s share may be a cash share, an in-kind share serving the company’s purposes, or work performed personally by the partner. A partner’s share may not consist merely of reputation or influence.
Pursuant to Article (11) of the Commercial Companies Law, a partner is deemed indebted to the company for the share he undertook to provide. If he delays providing it on the due date, he shall be liable to compensate the company for any damage caused by such delay.
Pursuant to Article (12) of the Commercial Companies Law, a personal creditor of a partner may not recover his debt directly from the partner’s share in the company’s capital. He may, however, recover his debt from the debtor partner’s share of profits according to the company’s balance sheet, or from his share upon the company’s dissolution after payment of its debts. If the partner’s share is represented by shares, the creditor may also apply to the competent court for the sale of those shares and may request a precautionary attachment over them.
Pursuant to Article (13) of the Commercial Companies Law, any provision in the company contract depriving a partner of profits or exempting him from losses shall be null and void. However, a partner whose contribution consists of work may be exempted from sharing in the losses.
Pursuant to Article (14) of the Commercial Companies Law, if the company contract does not specify a partner’s share of profits or losses, his share shall be proportionate to his share in the capital. If the contract specifies only the partner’s share of profits, his share of losses shall be equivalent to his share of profits, and the same applies where the contract specifies only his share of losses.
Pursuant to Article (15) of the Commercial Companies Law, fictitious profits may not be distributed to partners. If such profits are distributed, the company’s creditors may require each partner to return what he received, even if he acted in good faith. A partner is not required to return genuine profits received in a given year merely because the company incurs losses in subsequent years.
Pursuant to Article (16) of the Commercial Companies Law, the company’s contracts, correspondence, notices and other documents must state the company’s name, form, registered office, and Commercial Register number. Except for general partnerships and limited partnerships, they must also state the company’s capital and the paid-up amount thereof.
Pursuant to Article (17) of the Commercial Companies Law, the Law applies to foreign companies that conduct activities in the State, except for the provisions relating to incorporation.
Pursuant to Article (18) of the Commercial Companies Law, the Qatar Financial Markets Authority issues corporate governance rules for listed public shareholding companies, while The Minister of Economy and Commerce issues corporate governance decisions for private shareholding companies, except for companies subject to the supervision of Qatar Central Bank.
Pursuant to Article (21) of the Commercial Companies Law, a Joint-Liability (Partnership) Company is a company consisting of two or more natural persons, whose partners are jointly liable, in all their assets, for the company’s obligations.
Pursuant to Article (21) of the Commercial Companies Law, the liability of a partner in a Joint-Liability (Partnership) Company is not limited to the value of his share. Each partner is jointly liable with the other partners, in all his assets, for the company’s obligations.
Pursuant to Article (26) of the Commercial Companies Law, a partner in a Joint-Liability Company (Partnership) acquires the capacity of a trader (merchant) and is deemed to carry on commercial business under the name of the company. The bankruptcy of the company shall result in the bankruptcy of all partners.
Pursuant to Article (27) of the Commercial Companies Law, the partners’ shares in a Joint-Liability (Partnership) Company may not take the form of tradable securities.
Pursuant to Article (28) of the Commercial Companies Law, a partner may not assign his share in a Joint-Liability (Partnership) Company unless all partners agree, or unless the assignment is made in accordance with the conditions set out in the company’s contract. In such case, the company’s contract must be amended and the assignment must be registered in accordance with the Law. Any agreement permitting the unrestricted assignment of shares shall be null and void. However, a partner may assign to a third party the rights attached to his share in the company, provided that such agreement shall have effect only between its parties.
Pursuant to Article (29) of the Commercial Companies Law, the creditors of a Joint-Liability (Partnership) Company may have recourse against the company’s assets. They may also have recourse against any partner’s personal assets, in accordance with the rules of joint liability applicable to this type of company.
Pursuant to Article (45) of the Commercial Companies Law, a Simple Partnership (Limited Partnership) Company is a company consisting of two categories of partners: joint partners who manage the company and are liable, in all their assets, for its obligations; and trustee partners who contribute to the capital and are liable only to the extent of the amount they have contributed or undertaken to contribute.
Pursuant to Article (45) of the Commercial Companies Law, the joint (General) partner manages the company and bears personal and joint liability for its obligations, while the trustee (Limited) partner is liable only within the limits of his share or the amount he has undertaken to pay.
Pursuant to Article (48) of the Commercial Companies Law, the name of a Simple Partnership (Limited Partnership) Company shall include only the names of the joint (General) partners, with an addition indicating the existence of other partners. The company may also have a special trade name, provided that it is accompanied by wording indicating that it is a Simple Partnership (Limited Partnership) Company. The name of a trustee (Limited) partner may not be included in the company’s name. If his name is included with his knowledge, he shall be jointly liable towards bona fide third parties for the company’s obligations.
Pursuant to Article (49) of the Commercial Companies Law, the management of a Simple Partnership (Limited Partnership) Company is vested in the joint (General) partners. If a trustee (Limited) partner intervenes in the management of the company, such intervention may affect the limits of his liability in accordance with the provisions governing Simple Partnership Companies.
Pursuant to Article (53) of the Commercial Companies Law, a Joint Venture Company is a concealed company which shall not be effective against third parties. It does not enjoy legal personality and is not subject to declaration procedures.
Pursuant to Article (53) of the Commercial Companies Law, a Joint Venture Company does not enjoy legal personality and does not appear to third parties as an independent company.
Pursuant to Article (53) of the Commercial Companies Law, a Joint Venture Company is not subject to declaration procedures.
Pursuant to Article (54) of the Commercial Companies Law, the relationship between the partners is governed by the Joint Venture Company contract, which determines the company’s objectives, the rights and obligations of the partners, and the manner in which profits and losses are distributed.
Pursuant to Article (62) of the Commercial Companies Law, a Public Shareholding (Joint Stock) Company is a company whose capital is divided into equal tradable shares. A shareholder shall only be liable to the extent of his contribution to the company’s capital.
Pursuant to Article (67) of the Commercial Companies Law, a Public Shareholding (Joint Stock) Company shall be established by no fewer than five founders.
Pursuant to Article (67) of the Commercial Companies Law, a Public Shareholding (Joint Stock) Company shall offer its shares for public subscription within sixty days from the date of its incorporation.
Pursuant to Article (67) of the Commercial Companies Law, a Public Shareholding (Joint Stock) Company shall be incorporated under a company contract and Articles of Association, in accordance with the provisions, forms and procedures prescribed by the Law and the competent authority.
Pursuant to Article (95) of the Commercial Companies Law, a Public Shareholding (Joint Stock) Company shall be managed by an elected Board of Directors. The company’s Articles of Association shall determine the method of election, the number of Board members, and the term of membership.
Pursuant to Article (95) of the Commercial Companies Law, the number of members of the Board of Directors shall not be fewer than five and shall not exceed eleven members.
Pursuant to Article (95) of the Commercial Companies Law, the term of membership of the Board of Directors shall not exceed three years. However, the term of the first Board of Directors may be five years, and a Board member may be re-elected.
Pursuant to Article (137) of the Commercial Companies Law, certain decisions may only be adopted by the Extraordinary General Assembly, including decisions to amend the company’s contract or Articles of Association, increase or decrease the capital, dissolve or liquidate the company, transform the company, merge the company, or approve its acquisition.
Pursuant to Article (152) of the Commercial Companies Law, the capital of a Public Shareholding (Joint Stock) Company shall be divided into equal shares. The nominal value of each share shall not be less than one Qatari Riyal and shall not exceed one hundred Qatari Riyals.
Pursuant to Articles (62) and (152) of the Commercial Companies Law, a share is a tradable security, meaning that its ownership may be transferred in accordance with the rules and procedures prescribed by law, unlike partners’ shares in partnerships or in a Limited Liability Company.
Pursuant to Article (62) of the Commercial Companies Law, a shareholder shall not be liable for the company’s debts except to the extent of his contribution to the company’s capital.
Pursuant to Article (18) of the Commercial Companies Law, listed Public Shareholding (Joint Stock) Companies shall comply with the corporate governance rules issued by the Qatar Financial Markets Authority, subject to the provisions applicable to companies supervised by Qatar Central Bank.
Pursuant to Article (205) of the Commercial Companies Law, a Private Shareholding (Joint Stock) Company is a shareholding company that does not offer its shares for public subscription. It is incorporated by a number of founders not fewer than five persons, and the founders shall subscribe to all its shares.
Pursuant to Article (205) of the Commercial Companies Law, a Private Shareholding (Joint Stock) Company may not offer its shares for public subscription upon incorporation.
Pursuant to Article (205) of the Commercial Companies Law, the capital of a Private Shareholding (Joint Stock) Company shall not be less than two million Qatari Riyals.
Pursuant to Article (208) of the Commercial Companies Law, a Private Shareholding (Joint Stock) Company may be converted into a Public Shareholding Company if the conditions prescribed by the Law are satisfied.
Pursuant to Article (209) of the Commercial Companies Law, a Limited Partnership with Shares is a company consisting of two categories of partners: one or more joint partners who are liable, in all their assets, for the company’s debts; and shareholder partners who are not liable for the company’s debts except to the extent of their shares in the capital.
Pursuant to Article (212) of the Commercial Companies Law, the capital of a Limited Partnership with Shares shall be divided into shares of equal value, which shall be tradable and indivisible.
Pursuant to Article (213) of the Commercial Companies Law, the capital of a Limited Partnership with Shares shall not be less than one million Qatari Riyals, and it shall be fully paid upon incorporation.
Pursuant to Article (218) of the Commercial Companies Law, a Limited Partnership with Shares shall have a General Assembly consisting of all joint partners and shareholder partners. The provisions governing the General Assembly of shareholding companies shall apply to it to the extent compatible with its nature.
Pursuant to Article (228) of the Commercial Companies Law, a Limited Liability Company is a company consisting of one or more persons, provided that the number of partners shall not exceed fifty. No partner shall be liable except to the extent of his share in the capital.
Pursuant to Article (228) of the Commercial Companies Law, a Limited Liability Company may consist of one person. In such case, the liability of that person shall be limited to the amount allocated to the company’s capital, in accordance with the provisions governing this type of company.
Pursuant to Article (228) of the Commercial Companies Law, the number of partners in a Limited Liability Company shall not exceed fifty.
Pursuant to Article (228) of the Commercial Companies Law, the partners’ shares in a Limited Liability Company shall not be negotiable (tradable) securities.
Pursuant to Article (229) of the Commercial Companies Law, a Limited Liability Company shall have a name derived from its purpose, or from the name of one or more of its partners. The name may also include an innovative name, provided that it is not misleading.
Pursuant to Article (229) of the Commercial Companies Law, the phrase “Limited Liability Company” must be added to the company’s name. If the managers fail to do so, they shall be jointly liable, in their own assets, for the company’s obligations, in addition to compensation.
Pursuant to Article (230) of the Commercial Companies Law, a Limited Liability Company may not resort to public subscription to form or increase its capital, or to obtain the funds required for it. It may not issue shares or negotiable (tradable) bonds.
Pursuant to Article (231) of the Commercial Companies Law, a Limited Liability Company shall be incorporated by an incorporation document (memorandum of association) signed by the partner or partners. Such document shall include the information determined by a decision of the Minister.
Pursuant to Article (231) of the Commercial Companies Law, the incorporation document must include essential information, including the type, name, purpose and head office of the company; the names, nationalities, places of residence and addresses of the partners; the capital and the share of each partner; any in-kind shares; the names of the managers; and the names of the members of the Supervisory Council, if any.
Pursuant to Article (232) of the Commercial Companies Law, an in-kind share may be contributed to a Limited Liability Company. Its type, value, the price agreed upon by the partners, the name of the contributor, and the amount of his share must be stated.
Pursuant to Article (236) of the Commercial Companies Law, a Limited Liability Company must maintain at its head office a special register of partners. The register shall include the names and details of the partners, the number and value of shares, and any disposals made in respect of such shares. Partners and any interested party shall have the right to inspect the register.
Pursuant to Article (237) of the Commercial Companies Law, a partner may assign his share by an official instrument to another partner or to a third party, in accordance with the conditions set out in the company’s incorporation document. The assignment shall not be effective against the company or third parties except from the date of its registration in the register of partners and the Commercial Register.
Pursuant to Articles (242) and (243) of the Commercial Companies Law, a Limited Liability Company shall be managed by one or more managers. The manager shall have full authority to manage the company unless his authority is limited by the incorporation document.
Pursuant to Article (242) of the Commercial Companies Law, the acts of the manager shall be binding on the company, provided that such acts are accompanied by a statement of the capacity in which he acted. Any change of managers or restriction of their powers shall not be effective against third parties except after it is entered in the Commercial Register.
Pursuant to Article (242) of the Commercial Companies Law, the manager represents the company before courts and third parties.
Pursuant to Article (244) of the Commercial Companies Law, managers of a Limited Liability Company shall be subject, in respect of liability, to the same provisions applicable to members of the Board of Directors of shareholding (joint stock) companies.
Pursuant to Article (250) of the Commercial Companies Law, the General Assembly shall be convened by the managers at least once a year, during the four months following the end of the company’s financial year, at the time and place specified in the incorporation document.
Pursuant to Article (250) of the Commercial Companies Law, the invitation letter must state the place and time of the meeting and must be accompanied by the agenda and copies of the balance sheet financial statements.
Pursuant to Article (253) of the Commercial Companies Law, the agenda of the annual General Assembly shall include discussion of the manager’s report on the company’s activities and financial position, the auditor’s report, the balance sheet and profit and loss account and their approval, the determination of distributable profits, the appointment of managers and the auditor, and any other matters falling within the competence of the General Assembly.
Pursuant to Article (262) of the Commercial Companies Law, a Limited Liability Company must deduct ten percent of its net profits annually to form a legal reserve. The deduction may be suspended once the reserve reaches half of the company’s capital.
Pursuant to Article (262) of the Commercial Companies Law, the legal reserve may be used to cover the company’s losses or to increase its capital, by a resolution of the General Assembly.
Pursuant to Article (298) of the Commercial Companies Law, if the losses of a Limited Liability Company reach half of its capital, the managers must, within thirty days from the date on which the losses reach that level, submit to the General Assembly the matter of covering the capital or dissolving the company.
Pursuant to Article (298) of the Commercial Companies Law, if the managers fail to call the partners, or if no resolution can be reached, the managers or the partners, as the case may be, shall be jointly liable for the company’s obligations resulting from their failure.
Pursuant to Article (264) of the Commercial Companies Law, a Holding Company is a shareholding company or a limited liability company that financially and administratively controls one or more companies affiliated to it by owning more than fifty percent of the shares or stocks of such companies, whether they are shareholding (joint stock) companies or limited liability companies.
Pursuant to Article (267) of the Commercial Companies Law, the objects of a Holding Company include participating in the management of its affiliates or companies in which it participates, investing its money in shares, bonds and securities, providing the necessary support for its affiliates, owning intellectual property rights and utilising or licensing them for its affiliates or third parties, and owning movables and real estate required for carrying out its business within the limits permitted by law.
Pursuant to Article (271) of the Commercial Companies Law, a company may be converted into another type of company, provided that the requirements prescribed by the Law are satisfied. The conversion shall not result in the dissolution of the company’s legal personality; rather, the company continues in a new legal form.
Pursuant to Article (276) of the Commercial Companies Law, a company may merge into another company of the same or a different type, even if it is under liquidation.
Pursuant to Article (277) of the Commercial Companies Law, a merger may take place either by merging one or more companies into an existing company, or by merging two or more companies into a new company under incorporation.
Pursuant to Article (282) of the Commercial Companies Law, a company may be divided into two or more companies, whether with the termination of the company being divided or with its continuation. In such case, the procedures and rules relating to merger shall be followed with respect to the valuation of capital, and each company arising from the division shall have an independent legal personality.
Pursuant to Articles (287) to (290) of the Commercial Companies Law, acquisition refers to a company acquiring another company by obtaining a level of ownership or control that gives it majority voting rights, actual control over the decisions of the General Assembly, or control in accordance with the rules and procedures prescribed by the Law and the competent regulatory authorities.
Pursuant to Article (291) of the Commercial Companies Law, the main grounds for dissolution include the expiry of the term set out in the Company’s Contract or Articles of Association, the achievement of the object for which the company was established or the impossibility of achieving it, the destruction of all or most of the company’s property in a way that makes the remainder ineffective for use, the partners’ agreement to dissolve the company, merger into another company, or the issuance of a judicial ruling dissolving the company or declaring its bankruptcy.
Pursuant to Article (292) of the Commercial Companies Law, the court may order the dissolution of a Joint Liability Company, Limited Partnership, or Joint Venture Company upon the request of one of the partners, if there are serious grounds justifying such dissolution.
Pursuant to Article (297) of the Commercial Companies Law, a Limited Liability Company shall not terminate by the withdrawal, death, interdiction, bankruptcy or insolvency of one of its partners, unless the incorporation document provides otherwise.
Pursuant to Article (340) of the Commercial Companies Law, except for Joint Venture Companies, claims arising from the company’s business may not be heard after three years from its termination. With respect to claims relating to the liquidators’ work, the period begins from the completion of the liquidation.
Pursuant to Article (322) of the Commercial Companies Law, the Ministry undertakes control of public and private shareholding companies, partnerships limited by shares, and limited liability companies, in order to ensure the implementation of the provisions of the Law, its executive regulations, and the companies’ Articles of Association.
Pursuant to Article (323) of the Commercial Companies Law, the Ministry does not have exclusive control over all companies. In respect of shareholding companies listed or to be listed on the Financial Market, the Qatar Financial Markets Authority exercises specific regulatory competencies in accordance with its legislation, including approving subscription prospectuses, setting the dates for public subscription and following up the subscription process, following up the implementation of General Assembly resolutions relating to capital increase or decrease, division of the share value, issuance of securities, regulating the trading of subscription rights, setting disclosure controls for financial statements and governance reports, setting controls for dominance, acquisition, merger, division and conversion into a Public Shareholding Company, and setting procedures for the valuation of in-kind shares.
Pursuant to Article (334) of the Commercial Companies Law, criminal liability may arise where a person deliberately records false information, or information that violates the provisions of the Law, in a prospectus for the issue of shares, bonds or other securities, or signs such prospectus while knowing of the violations contained in it.
Pursuant to Articles (334) to (338) of the Commercial Companies Law, the effect of violating the Law is not limited to civil liability only. Depending on the nature of the violation and the applicable provision, a breach may give rise to civil, administrative, or criminal liability.