Ghanim Law Firm

Legal Awareness

A Practical Questions & Answers Guide Based on Commercial Companies Law No. (11) of 2015, as amended.

Q/1: What is a commercial company?+

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.

Q/2: May a company be incorporated by one person under Qatari law?+

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.

Q/3: What is the nationality of a company incorporated in Qatar?+

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.

Q/4: What forms of companies may be incorporated in Qatar?+

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.

Q/5: What is the effect of incorporating a company in a form not recognized by law?+

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.

Q/6: Must the company contract be written and notarized?+

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.

Q/7: May the company contract be accompanied by a foreign-language translation?+

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.

Q/8: May the partners rely on the nullity of an unwritten or non-notarized company contract against third parties?+

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.

Q/9: When does a company acquire legal personality?+

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.

Q/10: Who is liable for any damage resulting from the failure to register the company?+

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.

Q/11: What forms may a partner’s share in a company take?+

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.

Q/12: What is the effect if a partner delays providing his share?+

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.

Q/13: May a personal creditor of a partner recover his debt from the partner’s share in the company’s capital?+

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.

Q/14: May a partner be deprived of profits or exempted from losses?+

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.

Q/15: How is a partner’s share of profits and losses determined if the company contract is silent?+

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.

Q/16: May fictitious profits be distributed to partners?+

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.

Q/17: What information must appear on the company’s documents and correspondence?+

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.

Q/18: Does the Commercial Companies Law apply to foreign companies operating in Qatar?+

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.

Q/19: Which authority is competent to issue corporate governance rules?+

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.