Law No. 11 of 2015 Concerning Commercial Companies

المادة 1

In applying the provisions of this law, the following words and phrases shall have the following meanings unless the context requires otherwise: Ministry: the Ministry of Economy and Commerce; Minister: the Minister of Economy and Commerce; Department: the Ministry’s competent administrative department; Authority: Qatar Financial Markets Authority; Financial Market: the market licensed by the Authority to deal in securities; Company’s Contract: a company’s Memorandum of Association; Governance: the rules through which commercial companies are administered and governed. Such governance principles specify the distribution of rights and responsibilities between the various stakeholders in the company such as the board of directors, managers, shareholders and other stakeholders and specifies the principles and procedures for the taking of decision relating to the company; Underwriter: an authorised bank in the State or another company licensed to carry out underwriting activities.

المادة 2

A commercial company is an agreement under which two or more natural or legal persons commit to contribute to a profit-generating project, by way of providing capital or work and sharing the profit generated or loss sustained from the project. The company may comprise only one person in accordance with the provisions of Chapter (8) of this law.

المادة 3

Every company incorporated in the State of Qatar shall be a Qatari company, and the headquarters thereof shall be based in Qatar. However, this provision shall not dictate that the company enjoys the rights that are legally confined to Qataris, unless it is fully owned by Qatari nationals.

المادة 4

A company established in the State shall have one of the following forms: 1. Joint Liability Company. 2. Limited Partnership. 3. Joint Venture Company. 4. Public Shareholding Company. 5. Private Shareholding Company. 6. Partnership Limited by Shares. 7. Limited Liability Company.

المادة 5

Any company failing to adopt any of the forms contained in the previous Article shall be null and void. The persons who enter into contracts in the company’s name shall be personally and jointly liable for the obligations arising out of such contract.

المادة 6

Except for joint venture companies, a Company’s Contract as well as any amendment thereto shall be in Arabic and authenticated; otherwise, the Company’s Contract or the amendment shall be invalid. The procedure for the authentication of the Company’s Contract shall be set by a decision of the competent authority in liaison with the Minister. The Company’s Contract or any amendment thereto may be accompanied by a translation in any other foreign language, and in the event of discrepancy, the Arabic version shall prevail.

المادة 7

The partners may hold against each other the invalidity arising out of not writing the Company’s Contract or not having it legally authenticated. However, they may not invoke the invalidity against third parties who are entitled to claim invalidity thereof against them.

المادة 8

Except for joint venture companies, a company shall not have a legal personality until it is declared in accordance with the provisions of this law. The company’s manager or members of its board, as the case may be, shall be jointly liable for the damages caused to third parties due to their failure to declare the company.

المادة 9

The partner’s share shall be a specific sum of money or in kind that serves the purposes of the company. It may also be work provided by the partner himself. However, the partner’s share may not be represented by the reputation or influence he has. The company’s capital shall comprise of cash shares and in kind shares, or one of them.

المادة 10

If the partner’s share is a proprietary right or any other in kind right, the partner shall be held liable in accordance with the rules applicable to sale contracts for the guarantee of the share in case of loss, maturity, or the emergence of any defect or deficiency thereof. If the share is utilising the funds, the provisions applicable to a lease agreement shall apply to the matters mentioned in the previous paragraph. If a partner’s share includes rights owed to third parties, such partner’s liability vis-à-vis the company shall not be released until such rights are performed when due, unless otherwise agreed. If a partner’s share involves his work, then all earnings generated from such work shall be the right of the company, unless the partner obtains such earning from patent rights, unless otherwise agreed. A partner whose share is their work shall not be allowed to practice the same work for their own interest or for the interest of third parties unless otherwise agreed.

المادة 11

Every partner shall be indebted to the company in the amount of share undertaken by such company for the damages resulting from such delay.

المادة 12

A personal creditor of any partner may not claim his right from the share of his debtor in the company’s capital, but he may claim his right from the said debtor’s share in the profits, in accordance with the balance sheet of the company. If the company is dissolved, the right of the creditor shall be taken from the debtor’s share with regard to the company’s surplus after the payment of the company’s debts. If the share of the partner is represented by shares, the personal creditor of the partner shall, in addition to the rights referred to in the previous paragraph, have the right issue proceedings before the competent court to sell such shares and collect their rights from the proceeds of the sale and to request that a provisional attachment be ordered to guarantee their entitlement owed by the debtor.

المادة 13

The Company’s Contract may not include any provision depriving a partner from profit or relieving them from bearing loss, otherwise, such provision shall be invalid. However, it may be stipulated that a partner who contributes his work shall be relieved from bearing loss.

المادة 14

If a Company’s Contract does not stipulate the partner’s share in the profit or loss, their share shall be pro rata to their share in the capital. If the Company’s Contract is limited to specifying a partner’s share in the profit, their shares in the loss shall be equivalent to their respective share in the profit. The same shall apply where the Company’s Contract provides for the partner’s share in the loss only. If the share of the partner is limited to their work and the Company’s Contract does not specify their share in the profit or loss, the company shall assess his work, and such assessment shall constitute the basis for determining their share in the profit or loss, in accordance with the forgoing rules. If there are multiple partners with their shares limited to their work without having their respective shares determined, such shares shall be deemed equal, unless otherwise proven. If the partner, in addition to his work, provides cash or in kind shares, he shall be entitled to a share in the profit or loss in return for his work plus another share in consideration for his cash or in kind share.

المادة 15

No fictitious profits may be distributed to the partners; otherwise, the company’s creditors may demand that every partner returns what they have received, even if done in good faith. The the following years.

المادة 16

All contracts, correspondences, documents, announcements and other papers issued by the company shall bear the company’s name, its legal form, headquarters and commercial registration number. Excluding joint liability companies and limited partnership companies, the abovementioned information shall include a statement of the company’s capital and the paid-up amount thereof. If the company is under liquidation, this must be mentioned in the papers issued by the company.

المادة 17

The provisions of this law shall apply to foreign companies engaged in business activities in the State, excluding the provisions governing incorporation of companies.

المادة 18

Except for companies subject to the supervision of the Qatar Central Bank, the Minister shall issue the rules regulating Governance in respect of Private Shareholding Companies. As for Public Shareholding Companies listed on the Financial Market, the Authority shall issue the relevant Governance rules. In all cases, the company’s board of directors shall apply the Governance rules referred to, taking into account that the company’s incorporation documents shall contain no issue contravening such rules.

المادة 19

The Minister shall issue a decision defining the procedures for incorporating companies and issuing of the necessary licences, in a way that ensures speedy and smooth processing, including the representation of all the relevant bodies under the single-window system.

المادة 20

Without prejudice to the specific provisions for each company, the provisions of this Chapter shall apply to all the companies set forth in this law. Joint Liability Company

المادة 21

A joint liability company is a company comprising of two or more natural persons, who shall be jointly liable in all their monies for the company’s obligations.

المادة 22

The name of a joint liability company shall consist of the names of all the partners. Such name may be limited to the name of one or more partners in addition to the expression “and partners”. The name of the company shall reflect the reality. If it contains the name of a person who is not a company. However, the company may keep the name of a partner who has withdrawn therefrom or died, provided that the withdrawn partner or the heirs of the deceased partner accept the same. The company may have a special trade name, provided it is associated with what evidences that it is a joint liability company.

المادة 23

The Company’s Contract of a joint liability company shall include the following: 1. The name of the company, its objects, headquarters and branches (if any). 2. The name of each partner, their occupation, title, nationality, date of birth and domicile. 3. The capital of the company and the shares that each partner has committed to provide, whether in cash, in kind or as rights with third parties, the value estimated for such shares, the method of providing such shares and the due date for each. 4. The date of incorporation of the company and its term. 5. The method by which the company is to be managed together with the names of the authorised signatories for the company and their powers. 6. The start and end dates of the company’s financial year. 7. The method for distributing profit and loss.

المادة 24

The partners shall lay down written by-laws for the company, containing the detailed provisions agreed upon for the management of the company. A copy of such by-laws shall be enclosed with the Company’s Contract.

المادة 25

The Company’s Contract and any amendments thereto shall be declared by being documented in the commercial register. A summary of the Company’s Contract and every amendment thereto shall be published in a local daily newspaper issued in Arabic at the company’s expense. The existence of the company shall not be effective as evidence against third parties until the registration and publication procedures are completed. Failure to fulfil such procedures shall result in any claims filed by the company against third parties not to be accepted. However, third parties may invoke the existence of the company, even if the registration and publication procedures have not been fulfilled.

المادة 26

A partner in a joint liability company shall have the capacity of a trader, and shall be deemed to have engaged in commercial activities in the name of the company. The bankruptcy of the company shall give rise to the bankruptcy of all of its partners.

المادة 27

The shares of partners in a joint liability company may not be negotiable securities.

المادة 28

Shares held in a joint liability company may not be transferred, except with the consent of all the Company’s Contract shall be amended and the transfer shall be declared in accordance with the provisions of Article (25) of this law. Any agreement providing for the transfer of shares without restriction shall be void. However, a agreement shall not have any effect other than between the contracting parties.

المادة 29

The creditors of the company shall have the right to claim their rights from the monies of the company. They shall also be entitled to claim their rights from any partner in their personal assets. All partners shall be jointly liable vis-à-vis the creditors of the company. The enforcement against the assets of a partner due to the liabilities of the company is not be permitted except after a final court judgment is obtained against the company and the company fails to make payment after notice is served. The court judgment entered against the company shall be effective against the partner. If any of the partners fulfils any debt owed by the company, he shall have the right to claim the debt amount from the company. He is also entitled to claim the same from the other partners in accordance with their respective shares in the debt. If any of the partners is insolvent, the consequences of such insolvency shall be borne by the partner who has paid the debt as well as all the solvent partners, each in accordance with their share.

المادة 30

A partner may not without the approval of the other partners, engage in any business similar to the company’s business, for their own benefit or for the benefit of third parties, or become a company, a partnership limited by shares, a limited liability company or a private shareholding company. If a partner is in breach of the above, the company shall have the right to claim compensation and to consider the operations carried out by the partner for his own benefit as being made for the company’s benefit.

المادة 31

If a partner joins the company, he shall be held jointly liable with the other partners in all his assets for the company’s debts incurred before and after joining. Any agreement made between the partners to the contrary shall not be effective as evidence against third parties.

المادة 32

If a partner withdraws from the company, he shall not be liable for the debts incurred by the company after the declaration of his withdrawal in accordance with Article (25) of this law.

المادة 33

If a partner transfers his shares in the company, he shall not be relieved from the debts thereof vis-à-vis its creditors, unless the creditors approve such transfer.

المادة 34

Decisions of a joint liability company shall be issued unanimously, unless the Company’s Contract provides otherwise. Notwithstanding that, the decisions relating to the amendment of the Company’s Contract shall only be valid if issued unanimously.

المادة 35

The company shall be managed by all the partners, unless the management duties are assigned, by virtue of the Company’s Contract or a separate agreement, to one or more partners or to one or more non-partners.

المادة 36

Where there are multiple managers and every manager is assigned to a particular duty, every manager shall only be responsible for his duties. Where there are multiple managers and it is stipulated that they jointly undertake the management, their decisions shall not be valid unless they are issued unanimously or by the majority stipulated in the Company’s Contract. However, each manager shall be entitled to carry out urgent business omission of which would cause the company substantial loss or loss of considerably high profit. Where there are multiple managers and no particular duty is assigned to each of them, nor is it stipulated that they work collectively, any of them may carry out any management duty, provided that the others are entitled to raise any objection to the work before it is completed. In this case, the matter shall be settled in accordance with the majority of managers. In case of a tie, the matter shall be referred to the partners.

المادة 37

If the manager is a partner and appointed in the Company’s Contract, he may only be dismissed with the consensus of the other partners or by a decision of the competent court upon the request of the majority of partners. The dismissal of the manager in any of these two cases shall result in the dissolution of the company, unless the Company’s Contract provides otherwise. If the manager is a partner and appointed by an independent contract or the manager is not a discharged by a decision of the majority of partners. This dismissal shall not lead to the dissolution of the company.

المادة 38

If the manager is a partner and appointed in the Company’s Contract, they may not give up management except for acceptable reasons, otherwise they shall be liable for compensation. Their resignation shall result in the appointment of a new partner with the consensus of all the other partners to replace him, unless the Company’s Contract provides otherwise. If the manager is a partner appointed under an independent contract or is a non-partner whether appointed in the Company’s Contract or in an independent contract, they shall have the right to give up management, provided that they should choose the suitable time to resign and inform the or else they shall be liable for compensation.

المادة 39

The manager shall have the right to engage in all the normal management duties which comply with the objects of the company and may reconcile the company’s rights or request arbitration if it is in the company’s interest unless the Company’s Contract limits their authority in this regard. The company shall be bound by any work carried out by the manager in the name of the company within the limits of their authority, even if the manager uses the signature of the company for their own account, unless the counterparty is acting in bad faith.

المادة 40

The manager may not act beyond the scope of ordinary management except with the consent of the partners or by an explicit provision in the contract. Such restriction shall apply, in particular to the following acts: 1- Donations, except ordinary small donations. 2- Selling the company’s real estate, unless the act is related to the objects of the company. 3- Mortgaging the company’s real estate even if they are allowed to sell real estate in the Company’s Contract. 4- Selling or mortgaging the company’s store. 5- Guaranteeing the debts of third parties.

المادة 41

The manager may not conclude contracts for their own account with the company except with the written permission of all the partners, to be issued on a case by case basis. The manager may not engage in any activity similar to that of the company’s except with the written approval of all partners.

المادة 42

The manager shall be liable for the damages sustained by the company, the partners or third appointing them or due to any negligence or errors by the manager in performing their duties. Any term to the contrary shall be void.

المادة 43

A non-managing partner may not interfere in the management. However, they may review its business and inspect the records and documents of the company at its headquarters, extract a brief statement on the financial position of the company by themselves or through their agent, and provide the manager with advice. Any agreement to the contrary shall be void.

المادة 44

The profit, loss and shares of each partner shall be determined at the end of the financial year of the company in accordance with the balance sheet and the profit and loss account. Each partner shall be considered to be a creditor of the company to the extent of their share in the profits once this share is determined by approving the balance sheet. Any deficit in the capital of the company due to the losses shall be made up from the profits of the subsequent years unless otherwise agreed. Apart from that, the partner may not be bound to make good any deficit in their share of the capital due to the losses except with his consent. Limited Partnership

المادة 45

A limited partnership shall comprise two categories of partners: 1- joint partners, who shall manage the company and be jointly liable for all the liabilities of the company in their personal assets; 2- silent partners, who contribute to the capital of the company without being responsible for the obligations of the company, except to the extent of the capital they provide to the company or what they undertook to pay to the company.

المادة 46

All joint partners shall be natural persons.

المادة 47

The Company’s Contract shall state the names of the joint and silent partners.

المادة 48

The name of the limited partnership shall only include the names of the joint partners, in addition to what conveys the existence of other partners. It may have a special commercial name, provided that the name is accompanied with what shows that it is a limited partnership. The name of the silent partner shall not be included in the name of the company. If this is mentioned with the knowledge of the silent partner, he shall be jointly responsible for the liabilities of the company towards third parties acting in good faith.

المادة 49

The silent partner may not interfere in the management of the company even under a power of attorney; otherwise, he shall be jointly responsible for the obligations resulting from his management activities. They may be committed to the liabilities of the company in whole or in Monitoring the acts of the managers of the company and giving them opinions and permissions to act beyond their authorities shall not be regarded as interference.

المادة 50

The silent partner shall have the right to request a copy of the balance sheet and profit and loss accounts and to verify the contents thereof. To do so, he shall be entitled to review the records and documents of the company by themselves or through an agent from the partners or third