From formation to governance, M&A and day-to-day commercial dealings.
The firm accompanies companies from incorporation through growth to exit. Formation and management are governed by the Commercial Companies Law issued by Law No. 11 of 2015 as amended by Law No. 8 of 2021, alongside the Commercial Law issued by Law No. 27 of 2006 and the Civil Code (Law No. 22 of 2004) for obligations and contracts.
Under Law No. 1 of 2019 regulating the investment of non-Qatari capital in economic activity, non-Qatari investors may own up to 100% of the capital of companies in most sectors with the approval of the Ministry of Commerce and Industry. We advise on selecting the right vehicle, onshore or within the Qatar Financial Centre, and on the consequences for ownership, tax and licensing.
Our work covers constitutive documents, articles of association and shareholder and partnership agreements; mergers, acquisitions and due diligence; restructuring and capital increases; drafting and reviewing commercial, distribution, supply and services contracts; licensing and commercial registration; and compliance with the Competition Protection Law No. 19 of 2006 and the Consumer Protection Law No. 8 of 2008 where they apply.
How we help
- Incorporation and choice of corporate vehicle
- Constitutive documents and articles of association
- Shareholder and partnership agreements
- Mergers, acquisitions and due diligence
- Restructuring, capital increases and liquidation
- Commercial, distribution, supply and services contracts
- Licensing, commercial registration and signing authority
- Foreign investment and the Qatar Financial Centre
In Qatar
In the State of Qatar the life of a company, from the first thought of forming it to its final deletion, is governed by the Commercial Companies Law issued by Law No. 11 of 2015, as amended by Law No. 8 of 2021. That statute sets out the corporate forms available, what the memorandum and the articles of association must contain, how capital is subscribed and paid, how the company is managed and represented, and how it is amended, merged, dissolved and liquidated. A large part of its provisions is mandatory, so an arrangement agreed between owners that contradicts them does not survive its first serious test.
Two further pillars stand beside it. The Commercial Law issued by Law No. 27 of 2006 identifies who is a trader and what constitutes a commercial act, and it regulates commercial obligations, the commercial establishment together with its sale and its mortgage, commercial paper, and the position of a trader in financial difficulty. The Civil Code issued by Law No. 22 of 2004 is the general law of obligations: the formation of the contract, defects in consent, the performance of an obligation and the consequences of breach. In commercial matters the Commercial Law governs the questions it has addressed, and the Civil Code applies to everything it has left unregulated.
The Ministry of Commerce and Industry is the administrative channel through which those rules pass from text into practice: reserving the trade name, approving the constitutive documents, entry in the Commercial Register, issuing the commercial licence, recording the persons authorised to sign, registering every later change to the company's particulars, and supervising compliance with the Companies Law. A company acquires legal personality against third parties only once registration has been completed in the prescribed manner, and business transacted before that point binds the persons who transacted it.
Sector and subject-specific legislation then cuts across this framework: Law No. 13 of 2012 on the Qatar Central Bank and the regulation of financial institutions for financial activity, Law No. 8 of 2002 on the organisation of the business of commercial agents, the Income Tax Law issued by Law No. 24 of 2018, Law No. 20 of 2019 on combating money laundering and terrorism financing, Law No. 13 of 2016 on the protection of personal data privacy, and the Labour Law issued by Law No. 14 of 2004. Disputes, for their part, are heard by the competent civil and commercial courts under the Civil and Commercial Procedure Law issued by Law No. 13 of 1990 and the Judicial Authority Law issued by Law No. 10 of 2003, or in arbitration where the contract so provides, under Law No. 2 of 2017.