Commercial Companies Law No. 11 of 2015

Law No. (11) of 2015 Issuing the Commercial Companies Law

We Tamim bin Hamad Al Thani, Emir of the State of Qatar,

Having reviewed the Constitution, And Law No. (13) of 2000 regarding the regulation of investment of non-Qatari capital in economic activities, and its amendments, And the Commercial Companies Law issued by Law No. (5) of 2002, and its amendments, And the Civil Law issued by Law No. (22) of 2004, And the Qatar Financial Centre Law issued by Law No. (7) of 2005, and its amendments, And Law No. (25) of 2005 regarding the Commercial Register, amended by Law No. (20) of 2014, And the Commercial Law issued by Law No. (27) of 2006, amended by Law No. (7) of 2010, And Law No. (8) of 2012 regarding the Qatar Financial Markets Authority, And the Law regarding the Qatar Central Bank and the regulation of financial institutions issued by Law No. (13) of 2012, And the Emiri Decision No. (20) of 2014 regarding the organizational structure of the Ministry of Economy and Commerce, And upon the proposal of the Minister of Economy and Commerce, And upon the draft law submitted by the Council of Ministers, And after taking the opinion of the Shura Council,

Have decided the following Law:

Article (1) The provisions of the Commercial Companies Law, attached to this Law, shall be implemented.

Article (2) All persons subject to the provisions of the attached Law shall regularize their status in accordance with its provisions within six months from the date of its implementation. The Minister of Economy and Commerce may extend this deadline for one or more similar periods.

Article (3) The Minister of Economy and Commerce shall issue the necessary decisions to implement the provisions of the attached Law. Until their issuance, the currently applicable decisions shall remain in force, insofar as they do not conflict with the provisions of the attached Law.

Article (4) The Commercial Companies Law referred to is repealed, as is every provision that conflicts with the provisions of the attached Law.

Article (5) All competent authorities shall implement this Law, each within its respective jurisdiction. It shall be published in the Official Gazette.

Tamim bin Hamad Al Thani Emir of the State of Qatar

Issued at the Diwan Amiriy on: 29 / 8 / 1436 AH Corresponding to: 16 / 6 / 2015 AD

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Commercial Companies Law

Chapter One Definitions and General Provisions

Article (1) In the application of the provisions of this Law, the following words and expressions shall have the meanings indicated alongside each, unless the context requires otherwise: The Ministry: The Ministry of Economy and Commerce. The Minister: The Minister of Economy and Commerce. The Administration: The administrative unit competent within the Ministry. The Authority: The Qatar Financial Markets Authority. The Financial Market: The market licensed by the Authority to trade in securities. The Company Contract: The contract establishing the company. Governance: The system through which commercial companies are managed and controlled. Governance rules determine the distribution of rights and responsibilities among various stakeholders in the company, such as the Board of Directors, managers, shareholders, and other stakeholders. The rules clarify the procedures for making decisions related to the company. Subscription Agency: A bank approved in the State, or one of the companies licensed for the purpose of subscription.

Article (2) The commercial company is a contract by which two or more natural or legal persons commit to each other to participate in a project aimed at profit, by contributing a share of capital or work and sharing the profit or loss arising from the project. The company may be established by a single person in accordance with the provisions of Chapter Eight of this Law.

Article (3) Every company established in Qatar shall be of Qatari nationality, and its headquarters must be in Qatar. This does not necessarily entail that the company enjoys rights reserved by law for Qatari nationals, unless it is wholly owned by Qatari nationals.

Article (4) The company established in the State shall take one of the following forms: 1- General Partnership. 2- Limited Partnership. 3- Silent Partnership. 4- Public Joint Stock Company. 5- Private Joint Stock Company. 6- Partnership Limited by Shares. 7- Limited Liability Company.

Article (5) Every company that does not take one of the forms mentioned in the previous Article shall be void, and the persons who contracted in its name shall be personally and jointly liable for the obligations arising from this contract.

Article (6) Except for the silent partnership, the company contract and any amendment thereto must be in writing in Arabic and notarized; otherwise, the contract or amendment shall be void. The procedures for notarizing company contracts shall be determined by a decision of the competent authority, in coordination with the Minister. The company contract or any amendment thereto may be accompanied by a translation into any other foreign language. In case of discrepancy, priority shall be given to the version drafted in Arabic.

Article (7) The partners may invoke the nullity arising from the failure to write the contract or its legal notarization against each other. They may not invoke it against third parties, who may invoke the nullity against them.

Article (8) Except for the silent partnership, the company shall not acquire legal personality until it is registered in accordance with the provisions of this Law. The managers of the company or its board of members, as the case may be, shall be jointly liable for damages suffered by third parties as a result of the non-registration of the company.

Article (9) The partner's share shall be a specified amount of money or in kind serving the company's purposes. It may also be work provided by the partner himself, but the partner's share may not consist of his reputation or influence. The company's capital shall consist of cash and in-kind shares, or one of them.

Article (10) If the partner's share is a right of ownership or any other real right, the partner shall be liable according to the rules applicable to the contract of sale regarding the guarantee of the share in case of destruction, eviction, or the appearance of a defect or deficiency. If the share is limited to the usufruct of property, the rules applicable to the contract of lease shall apply to the matters mentioned in the preceding paragraph. If the partner's share includes rights against third parties, the partner's liability to the company is not discharged until these rights are collected at their maturity, unless otherwise agreed. If the partner's share is his work, all gains resulting from this work shall belong to the company, unless the partner has obtained this gain from a patent right, unless otherwise agreed. The partner whose share is his work may not practice the same work for his own account or for the account of others, unless otherwise agreed.

Article (11) Every partner is considered a debtor to the company for the share he committed to. If he delays providing it beyond the specified deadline, he shall be liable to the company for compensation for the damage resulting from this delay.

Article (12) The personal creditor of a partner may not collect his right from the debtor's share in the company's capital. Instead, he may collect his right from the debtor's share in profits, according to the company's balance sheet. If the company is dissolved, the creditor's right shall transfer to the debtor's share in the surplus of the company's assets after settling its debts. If the partner's share is represented by shares, the creditor shall have the right, in addition to the rights mentioned in the preceding paragraph, to file a lawsuit before the competent court to sell these shares and collect his right from the proceeds of this sale, and to request the imposition of a conservatory attachment on them to secure his rights against the debtor.

Article (13) The company contract may not include a provision depriving a partner of profit or exempting him from loss; otherwise, it shall be void. However, it is permissible to stipulate the exemption of a partner whose share is his work from participating in losses.

Article (14) If the company contract does not specify the partner's share in profits or losses, his share shall be proportional to his share in the capital. If the contract is limited to specifying the partner's share in profit, his share in loss shall be equivalent to his share in profit, and vice versa. If the partner's share is limited to his work and the company contract does not specify his share in profit or loss, the company shall value his work, and this valuation shall serve as the basis for determining his share in profit or loss according to the aforementioned rules. If there are multiple partners providing work without valuing each of their shares, these shares shall be considered equal unless the contrary is proven. If a partner provides a cash or in-kind share in addition to his work, he shall have a share in profit or loss for his work share and another share for his cash or in-kind share.

Article (15) Distributing fictitious profits to partners is prohibited. Otherwise, the company's creditors may demand that each partner return what he received from them, even if he acted in good faith. The partner is not required to return the real profits he received in a given year, even if the company incurred losses in subsequent years.

Article (16) All contracts, correspondence, communications, announcements, and other documents issued by the company must bear its name, information about its form, its headquarters, and its registration number in the Commercial Register. In addition to this information, for companies other than general partnerships and limited partnerships, information about the amount of the company's capital and the amount paid thereof shall be added. If the company is in liquidation, this must be stated in the documents issued by it.

Article (17) The provisions of this Law shall apply to foreign companies operating in the State, except for provisions related to the establishment of companies.

Article (18) Except for companies subject to the supervision of the Qatar Central Bank, the Minister shall issue decisions regulating governance for private joint stock companies. As for public joint stock companies listed on the financial market, the Authority shall issue decisions regulating their governance. In all cases, the company's board of directors must comply with the decisions regulating governance mentioned above and ensure that the company's founding documents do not conflict with those decisions.

Article (19) The Minister shall determine by decision the procedures for establishing companies and issuing the necessary licenses, in a manner that ensures their establishment with ease and convenience, including the representation of all relevant authorities in a single-window system.

Article (20) Insofar as it does not conflict with the special provisions for each company, the provisions of this Chapter shall apply to all companies mentioned in this Law.

Chapter Two General Partnership

Article (21) The general partnership is a company consisting of two or more natural persons who are jointly and severally liable with all their assets for the company's obligations.

Article (22) The name of the general partnership shall consist of the names of all partners. The name may be limited to the name of one or more partners with the addition of the word "and his partners". The company's name must be truthful. If it includes the name of a person who is not a partner, with his knowledge, this person shall be jointly and severally liable for the company's debts. However, the company may retain the name of a partner who withdrew from it or the name of a deceased partner if the withdrawing partner or the heirs of the deceased partner consent. The company may have a specific trade name, provided it is accompanied by words indicating that it is a general partnership.

Article (23) The general partnership contract must include the following: 1- The company's name, purpose, headquarters, and branches, if any. 2- The name, profession, title, nationality, date of birth, and domicile of each partner. 3- The amount of the company's capital and the share each partner commits to providing, whether in cash, in kind, or as rights against third parties, the estimated value of these shares, how they are provided, and their due dates. 4- The date of the company's establishment and its duration. 5- How the company is managed, with the names of the persons authorized to sign on behalf of the company and the extent of their powers. 6- The beginning and end of the financial year. 7- How profits and losses are distributed.

Article (24) Partners may establish a written company system containing the detailed provisions they agree upon for its management, and a copy of it shall be attached to the company contract.

Article (25) The company contract and any amendment thereto must be registered in the Commercial Register. A summary of the company contract and any amendment thereto must also be published in one of the local daily newspapers issued in Arabic at the company's expense. Third parties may not rely on the existence of the company until the registration and publication procedures are completed. Failure to complete these procedures shall result in the rejection of lawsuits filed by the company against third parties. However, third parties may rely on the existence of the company even if its registration and publication procedures have not been completed.

Article (26) The partner in a general partnership acquires the status of a merchant and is considered to be conducting commercial activities under the company's name. The bankruptcy of the company entails the bankruptcy of all its partners.

Article (27) The partners' shares in a general partnership may not be tradable securities.

Article (28) Shares in a general partnership may not be transferred except with the consent of all partners, or in accordance with the provisions of the company contract. In this case, the contract shall be amended and the transfer shall be registered in accordance with the provisions of Article (25) of this Law. Any agreement allowing the transfer of shares without any restriction shall be void. However, a partner may transfer to a third party the rights associated with his share in the company. This agreement shall only have effect between the parties.

Article (29) The company's creditors have the right to recourse against the company's assets and also against any partner's personal assets. All partners are jointly and severally liable to the company's creditors. Execution against a partner's assets for company obligations may not be carried out until a final judgment is obtained against the company, the company is notified to pay, and it refuses to pay within a reasonable time. The judgment issued against the company is binding on the partner. If one partner pays a debt on behalf of the company, he may seek recourse against the company and against the remaining partners, each according to his share in the debt. If one partner is insolvent, the partner who paid the debt and the other solvent partners shall bear the burden of this insolvency, each according to his share.

Article (30) A partner may not, without the consent of the other partners, conduct for his own account or for the account of others any activity of the same type as the company's activity, or become a partner in a company that competes with it, if this company is a general partnership, limited partnership, partnership limited by shares, limited liability company, or private joint stock company. If a partner violates this, the company may claim compensation from him or consider the operations he carried out for his own account as having been carried out on behalf of the company.

Article (31) If a partner joins the company, he shall be jointly and severally liable with the other partners with all his assets for the company's debts prior to and subsequent to his joining. Any agreement between partners to the contrary may not be invoked against third parties.

Article (32) If a partner withdraws from the company, he shall not be liable for debts arising against it after the publication of his withdrawal in accordance with the provisions of Article (25) of this Law.

Article (33) If a partner transfers his share in the company, he is not discharged from the company's debts vis-à-vis its creditors unless the creditors acknowledge this transfer.

Article (34) Decisions in a general partnership shall be made by the unanimous opinion of the partners, unless the company contract provides otherwise. However, decisions related to amending the company contract shall not be valid unless issued by the unanimous opinion of the partners.

Article (35) The management of the company belongs to all partners, unless management is entrusted by the company contract or a separate contract to one or more partners or to one or more non-partners.

Article (36) If there are multiple managers and each has a specific jurisdiction, each manager is only liable for acts within his jurisdiction. If there are multiple managers and it is stipulated that they manage the company jointly, their decisions shall not be valid unless issued by unanimous opinion or the majority specified in the company contract. However, each manager may independently carry out urgent acts whose omission would result in serious loss to the company or the loss of significant profit. If there are multiple managers and no specific jurisdiction is defined for each in the contract and they are not required to act jointly, each may perform any act of management. The others shall have the right to object to the act before its completion. In this case, the opinion of the majority of managers shall prevail. If opinions are equal, the matter shall be referred to the partners.

Article (37) If the manager is a partner and appointed in the company contract, he may not be dismissed except by the unanimous consent 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 either of these cases shall result in the dissolution of the company, unless the company contract provides otherwise. If the manager is a partner and appointed in a contract separate from the company contract, or appointed in the company contract or a separate contract, he may be dismissed by a decision of the majority of partners. This dismissal shall not result in the dissolution of the company.

Article (38) If the manager is a partner and appointed in the company contract, he may not resign from management for unacceptable reasons; otherwise, he shall be liable for compensation. His resignation shall require the appointment of a new partner with the consent of the other partners to replace him, unless the contract provides otherwise. If the manager is a partner and appointed in a separate contract, or is not a partner whether appointed in the company contract or a separate contract, he may resign from management, provided he chooses an appropriate time for resignation and notifies the partners at least sixty days before it, unless the company contract provides otherwise. Otherwise, he shall be liable for compensation.

Article (39) The manager may conduct all ordinary management acts consistent with the company's purpose. He may settle the company's rights or request arbitration if it is in the company's interest, unless the company contract restricts his authority in this regard. The company is bound by every act performed by the manager in its name within his authority, even if the manager used the company's signature for his own account, unless the person he contracted with acted in bad faith.

Article (40) The manager may not perform acts exceeding ordinary management except with the consent of the partners or a specific provision in the contract. This prohibition applies in particular to the following acts: 1- Donations, except for usual small donations. 2- Selling the company's real estate, unless the act falls within the company's purposes. 3- Mortgaging the company's real estate, even if authorized to sell real estate in the company contract. 4- Selling or mortgaging the company's business. 5- Guaranteeing third-party debts.

Article (41) The manager may not contract with the company for his own account except with written permission from all partners, issued in each case separately. He may not conduct an activity of the same type as the company's activity except with written consent from all partners.

Article (42) The manager is liable for damage suffered by the company, partners, or third parties due to his violation of the provisions of the company contract or his appointment contract, or due to negligence or errors in performing his duties. Any provision to the contrary shall be void.

Article (43) A non-manager partner may not intervene in management activities. However, he may personally inspect the company's activities at its headquarters, examine its books and documents, and extract for himself or through his agent a brief statement of the company's financial status. He may advise its manager. Any agreement to the contrary shall be void.

Article (44) Profits and losses and each partner's share therein shall be determined at the end of the company's financial year based on the balance sheet and profit and loss account. Each partner is considered a creditor of the company for his share in profits once this share is determined by approving the balance sheet. Any shortfall in the company's capital due to losses shall be replenished from the profits of subsequent years, unless otherwise agreed. Otherwise, a partner may not be compelled to make up for the shortfall in his capital share due to losses without his consent.

Chapter Three Limited Partnership

Article (45) The limited partnership is a company consisting of two categories of partners: 1- General partners, who manage the company and are jointly and severally liable for all its obligations with their personal assets. 2- Limited partners, who contribute to the company's capital but are not liable for the company's obligations except to the extent of their capital contribution or what they committed to pay to the company.

Article (46) All general partners must be natural persons.

Article (47) The company contract shall state the names of the general and limited partners.

Article (48) The name of the limited partnership shall only include the names of the general partners, with the addition of words indicating the existence of other partners. The company may have a specific trade name, provided it is accompanied by words indicating that it is a limited partnership. The name of a limited partner may not be mentioned in the company name. If mentioned, with his knowledge, he shall become liable for its obligations jointly and severally vis-à-vis bona fide third parties.

Article (49) The limited partner may not intervene in the management of the company, even under a power of attorney; otherwise, he shall become jointly and severally liable for obligations arising from his management acts. He may commit to all or part of the company's obligations according to the gravity and frequency of the acts and the trust third parties place in him due to these acts. However, monitoring the acts of the company's managers, offering them advice, and authorizing them to act beyond their authority shall not be considered intervention.

Article (50) The limited partner may request a copy of the balance sheet and profit and loss account and verify their accuracy. To this end, he may inspect the company's books and documents personally or through an agent, whether a partner or not, provided this does not cause harm to the company.

Article (51) Decisions in a limited partnership shall be made by the unanimous opinion of the general partners, unless the company contract provides otherwise. Decisions related to amending the company contract shall not be valid unless issued by the unanimous opinion of the general and limited partners.

Article (52) Except for the provisions contained in this Chapter, the limited partnership shall be subject to the rules established for the general partnership.

Chapter Four Silent Partnership

Article (53) The silent partnership is a hidden company that does not apply vis-à-vis third parties, does not enjoy legal personality, and is not subject to any registration procedures.

Article (54) The silent partnership contract shall specify its purpose, the partners' rights and obligations, how profits and losses are distributed among them, the method of managing the company, and other essential elements. The silent partnership contract may be proven by all means of proof, including testimony and presumptions.

Article (55) The silent partnership may not issue tradable securities.

Article (56) Each partner remains the owner of the share he committed to providing, unless the company contract provides otherwise. If the share is a specific in-kind asset and the partner holding it is declared bankrupt, its owner has the right to reclaim it from the bankruptcy estate after paying his share of the company's losses. If the share is cash or unseparated fungibles, its owner may only participate in the bankruptcy as a creditor for the value of the share, minus his share of the company's losses.

Article (57) Third parties may only seek recourse against the partner or partners with whom they dealt. However, if an act by the partners reveals to third parties the existence of the company, it may be considered a real company vis-à-vis them, with the partners being jointly and severally liable to them.

Article (58) The silent partner is not considered a merchant unless he conducts commercial operations himself.

Article (59) Each partner may request to inspect the company's books and documents personally or through an agent, provided this does not cause harm to the company. Any agreement to the contrary shall be void.

Article (60) Decisions in a silent partnership shall be made by the unanimous opinion of the partners, unless the company contract provides otherwise. Decisions related to amending the company contract shall not be valid unless issued by the unanimous opinion of the partners.

Article (61) If there is a non-Qatari partner among the partners, the silent partnership may not conduct business that laws prohibit non-Qataris from conducting.

Chapter Five Public Joint Stock Company Section One General Provisions

Article (62) The public joint stock company is a company whose capital is divided into equal and tradable shares. The shareholder is not liable beyond the amount of his contribution to the capital.

Article (63) Every public joint stock company shall have a name indicating its purpose. The name may not be that of a natural person, unless the company's purpose is to invest a patent registered in the name of this person, or if the company acquires a commercial establishment in the name of a natural person and adopts that name as its own. In all cases, the phrase "(Qatar Public Joint Stock Company)" must be added to the company's name.

Article (64) The public joint stock company must have a fixed duration mentioned in the company contract and its articles of association. The company's fixed duration may be extended by a decision of the Extraordinary General Assembly. If the company's purpose is to carry out a specific act, the company shall terminate upon the completion of that act.

Article (65) The capital of the public joint stock company must be sufficient to achieve the purpose of its establishment. The company's capital may not be less than ten million Qatari Riyals.

Section Two Establishment of the Company

Article (66) The establishment of a public joint stock company shall be issued by a decision of the Minister.

Article (67) The public joint stock company shall be established by no fewer than five promoters.

Article (68) The company shall offer its shares for public subscription within sixty days from the date of its establishment. If the company fails to offer its shares within this period, it shall terminate by operation of law, unless its promoters, within thirty days from the expiration of the deadline for offering shares for public subscription, amend the company contract and its articles of association and convert to any other form of company mentioned in this Law. The promoters shall bear the costs of this conversion, including fees and financial penalties imposed by the Ministry. The promoters shall be liable with all their assets for the company's obligations during this period.

Article (69) The minimum number of promoters stipulated in the previous Article is exempted for public joint stock companies established by the Government and other public entities and institutions in which the State participates with a percentage of not less than (51%), or with a percentage less than that subject to the approval of the Council of Ministers. This may be done alone or in conjunction with one or more other promoters, whether natural or legal persons, public or private.

Article (70) Subject to the provisions of Article (66) of this Law, the promoters shall draft the company contract and its articles of association between themselves according to the two models issued by a decision of the Minister. These two models may not be violated except for serious reasons approved by the Administration. Each must include the following: 1- The company's name and headquarters. 2- The purpose for which the company was established. 3- The names, nationalities, domiciles, professions of the promoters, and the number of shares subscribed by each of them. 4- The amount of the company's authorized capital, if any. 5- The amount of the company's issued capital, the number of shares it is divided into, their type, nominal value, and the amount paid for each share. 6- The duration of the company. 7- A statement about each non-cash share, the name of the provider, all conditions related to its provision, and the real rights arising from this share. 8- An approximate statement of the amount of expenses, salaries, and costs that the company will pay or commit to pay due to its establishment.

Article (71) The promoters shall choose one among them to take the establishment procedures with the Administration.

Article (72) The establishment request shall be submitted to the Administration accompanied by a copy of the draft company contract and articles of association. The Administration may request any additional data it deems necessary and documents and evidence proving this data. It may request to review the project's feasibility study. The Administration may request amendments to the draft company contract and articles of association to make them consistent with the provisions of the Law and the two models mentioned in Article (69) of this Law. In all cases, a decision on the request must be made within ten days from the date of its submission with the necessary documents.

Article (73) If the Administration approves the request to establish the company, the promoters shall sign the company contract and articles of association approved by the Administration and notarize them with the competent notarization authority. The Minister shall issue his decision regarding the establishment of the company within a maximum of thirty days from the date of their submission.

Article (74) If the Administration rejects the establishment request or if the period specified in the previous Article expires without a response, the promoters may appeal to the Minister within thirty days from the date of notification of the rejection decision or the expiration of the mentioned period, as the case may be. The Minister shall decide on the appeal within thirty days from the date of its submission. He shall notify the appellant of the rejection of his request by any means that proves knowledge. The passage of this period without a response shall be considered an implicit rejection of the appeal. The decision on the appeal shall be final.

Article (75) If the request to establish the company is finally rejected, the promoters may not submit a new request to establish the same company until one month has passed from the date of the rejection of the request.

Article (76) The decision to establish the company must be published in the Official Gazette, accompanied by the company contract and its articles of association. The company shall not acquire legal personality until it is registered. Registration is done by entry in the Commercial Register and publication in the Official Gazette together.

Article (77) The founders must subscribe to shares not less than (20%) and not more than (60%) of the company's capital. No founder may subscribe to the shares offered for subscription during the establishment phase. The founders must submit to the Administration, before inviting the public to subscribe, a certificate from the bank proving that they have deposited into the company's account amounts equivalent to the shares they subscribed to as founding partners, along with a draft of the invitation to subscribe. The founders shall prepare this draft in accordance with the provisions of Article (77) of this Law. The Administration, after fulfilling the above, shall authorize the publication of the invitation statement in two local daily newspapers, at least one of which is in Arabic, and on the company's website, if available.

Article (78) The invitation to the public subscription shall be published as an announcement in two local daily newspapers, at least one of which is in Arabic, at least one week before the start of the subscription. The subscription prospectus must include the following: 1- Names and nationalities of the founders. 2- The company's name, purpose, and main center. 3- The amount of authorized capital, if any. 4- The amount of issued capital, the amount paid, the type of shares, their nominal value, their number, the amount offered for public subscription or subscribed by the founders, and the restrictions imposed on the trading of shares. 5- In-kind shares and the data related to them, and the rights granted to them, if any. 6- Special benefits granted to the founders or others, if any. 7- The method of profit distribution. 8- An estimate of the expenses of establishing the company. 9- The founders' fulfillment of the portion required to be paid for the value of the shares they subscribed to. 10- The minimum number of shares a person may subscribe to, as well as the maximum limit, which shall not exceed the ratio prescribed for the founder. 11- The start and end dates and place of the subscription and its conditions. 12- The date of issuance of the decision authorizing the establishment of the company. 13- A statement of the method of allocating shares to subscribers in case the subscription exceeds the number of shares offered. 14- Any other matters affecting shareholders' rights and obligations. 15- Any other data to be specified by a decision of the Minister. The founders or their representatives shall sign the invitation announcement, and they shall be jointly and severally liable for the accuracy of the data contained therein and for including the mentioned data. An audit report signed by an auditor shall be attached to the announcement, stating that he has reviewed the announcement and the data contained therein and attested to its accuracy. In case the company has a website, subscription data must be published on the website, and the website address must be included in the announcement stipulated in this Article.

Article (79) The subscription shall be conducted in one or more banks approved in the State or through companies licensed for this purpose. The installments due upon subscription shall be paid, and what is paid shall be deposited in a special bank account opened in the name of the company under establishment.

Article (80) The shareholder's subscription shall be by a signed declaration on the subscription request form, stating the number of shares subscribed to, acceptance of the company's contract and its articles of association, and his chosen domicile in the State, and any other statement deemed necessary by the subscription authority. The subscription shall be completed and unconditional. Any condition imposed by the subscriber shall be considered void.

Article (81) The subscriber shall deliver the subscription request to the subscription authority and pay the installments due in exchange for a receipt signed and certified by the subscription authority, indicating the subscriber's name, chosen domicile, date of subscription, number of shares subscribed to, and installments paid. The subscription shall be considered final upon the subscriber receiving this receipt.

Article (82) A printed copy of the company's contract shall be provided to each subscriber, and this shall be recorded in the subscription receipt. Any interested party may obtain a printed copy of the company's articles of association free of charge or for a reasonable fee determined by the prospectus during the subscription period. In case the company has a dedicated website, a copy of the company's contract and articles of association must be published on that website.

Article (83) The subscription authority shall retain all funds paid by shareholders for the account of the company under establishment. These funds shall not be released except to the Board of Directors after the company's establishment is declared and registered in the commercial register.

Article (84) The subscription window must remain open for a period of not less than two weeks and not more than four weeks.

Article (85) If the subscription does not exhaust all the shares offered within the specified time, the founders may, with the Administration's approval, extend the period for a duration not exceeding two weeks. If the subscription does not exhaust all shares by the end of the extended period, the founders must either withdraw from establishing the company or reduce its capital by the amount not subscribed to, subject to the provisions of Article (65) of this Law.

Article (86) If the company is not established, the founders must refund the amounts paid by subscribers in full, along with any returns accrued thereon, within a period not exceeding one week from the scheduled end of the subscription in accordance with the provisions of the previous Article. They shall be jointly and severally liable for refunding the amounts and expenses incurred in establishing the company, and jointly and severally liable to third parties for acts and transactions issued by them during the establishment period.

Article (87) In case of capital reduction, subscribers have the right to withdraw from their subscription within a period not less than the duration of the initial subscription, starting from the date of their announcement in two local daily newspapers, at least one of which is in Arabic, and on the company's website, if available. If they do not withdraw from the subscription during this period, their subscription shall be considered final.

Article (88) If it is determined after closing the subscription window that the number of shares subscribed to exceeds the number of shares offered, the shares must be distributed to subscribers according to what is stated in the subscription prospectus. In all cases, surplus funds from the subscription and any returns accrued thereon shall be refunded to shareholders through the subscription authority where they subscribed, within a period not exceeding two weeks from the date of closing the subscription window.

Article (89) Any interested party may request a ruling declaring any subscription invalid if conducted in violation of the above provisions, within thirty days from the date of closing the subscription window.

Article (90) The founders must notify the Administration within ten days from the date of closing the subscription window of the results, the amounts paid by subscribers for the value of shares, and a statement of their names and the number of shares each subscribed to.

Article (91) The founders must, within the period stipulated in the previous Article, invite subscribers to convene the inaugural General Assembly in accordance with the procedures prescribed for convening the General Assembly. With the Administration's approval, the meeting must be held within thirty days from the date of sending the invitation. A copy of the invitation must be sent to the Administration to appoint a representative to attend the meeting.

Article (92) This Assembly shall convene with the presence of shareholders representing at least half of the capital. The meeting shall be presided over by one of the founders elected by the Assembly.

Article (93) Every subscriber, regardless of the number of shares held, has the right to attend the inaugural General Assembly.

Article (94) The founders shall submit to the inaugural General Assembly a report containing comprehensive information about all establishment operations, supported by relevant documents. The Assembly shall specifically review the following matters: 1- A report from the person chosen by the founders regarding the company's establishment operations and the expenses incurred. 2- Approval of the company's articles of association. 3- Election of the first Board of Directors members and appointment of auditors, and determination of their fees. 4- Approval of the valuation of in-kind shares, if any. 5- Declaration of the company's establishment as final. Decisions of the inaugural General Assembly shall be adopted by an absolute majority of shares properly represented in accordance with the provisions of this Law.

Article (95) The first Board of Directors shall take steps to publicize the company in accordance with the provisions of this Law. The members of the first Board of Directors shall be jointly and severally liable for damages arising from failure to carry out the mentioned publicity procedures. The company shall, upon its publicity, inherit the effects of all transactions carried out by the founders on its behalf before publicity. The company shall bear all expenses incurred by the founders in this regard.

Article (96) If a joint stock company is established illegally, any interested party may, within six months from the date of its establishment, notify it in writing to rectify the situation within one month from the date of notification. If the company fails to make the necessary rectification within this period, the interested party may, within the following six months, request a ruling declaring the company void and liquidating it as a de facto company. Shareholders may not plead the invalidity of the company against third parties.

Article (97) If the company is established illegally, the shareholder and any interested party may, within the period allowed for filing a lawsuit for invalidity in accordance with the provisions of the previous Article, file a lawsuit for joint and several liability against the founders, members of the Board of Directors, and auditors.

Article (98) If the shares of a public joint stock company are not listed for trading in the financial market within one year from the date of its establishment or its conversion to a public joint stock company, the company shall automatically convert to a private joint stock company. The founders shall be jointly and severally liable to the Administration for all fees associated with its conversion to a private joint stock company.

Chapter Three Management of the Company First Section The Board of Directors

Article (99) The management of a public joint stock company shall be undertaken by an elected Board of Directors. The company's articles of association shall determine the method of its election, the number of its members, and the term of membership, provided that the number of its members shall not be less than five and not more than eleven. The term of membership shall not exceed three years, except for the first Board of Directors, where the term of membership may be five years. A Board member may be re-elected more than once, unless the company's articles of association stipulate otherwise, or if the member lacks one of the conditions stipulated in Article (97) of this Law. The member may withdraw from the Board, provided that this is done at an appropriate time; otherwise, he shall be liable to the company.

Article (100) The General Assembly shall elect the members of the Board of Directors by secret ballot. As an exception, the first Board of Directors may be appointed by the founders. When voting for the election of Board members, each share shall have one vote, which the shareholder grants to the candidate of his choice. The shareholder may distribute the voting rights of his shares among more than one candidate, but a single share may not be voted for more than one candidate. The voting for the election of Board members in companies listed in the financial market shall be in accordance with the governance system established by the Authority. In case the term of the Board of Directors ends before the General Assembly ratifies the company's financial reports, the Board's term shall extend until the date of the Ordinary General Assembly.

Article (101) The following conditions are required for a Board of Directors member: 1- He must be at least twenty-one years old and possess full legal capacity. 2- He must not have been previously convicted of a felony, or a crime involving moral turpitude or dishonesty, or a crime stipulated in Articles (334) and (335) of this Law, or declared bankrupt, unless his reputation has been restored. 3- He must be a shareholder and own a number of shares in the company determined by the articles of association, which must be deposited in one of the approved banks within sixty days from the date of assuming membership. The deposit must continue without the shares being tradable, pledged, or seized until the end of the membership term, and the balance sheet of the last financial year in which the member performed his duties must be ratified. The shares mentioned in the preceding paragraph shall be reserved to guarantee the rights of the company, shareholders, creditors, and third parties regarding the liability falling on Board members. If the member does not provide the guarantee as mentioned, his membership shall be void. One-third of the Board of Directors members may be independent experts who are not shareholders, and these members shall be exempt from the share ownership condition stipulated in item (3) of this Article. If a Board member loses any of these conditions, his membership status shall cease from the date of losing that condition.

Article (102) Except for state representatives in public joint stock companies or persons who own (10%) of the shares of the company's capital, no one, in a personal capacity or as a representative of a legal entity, may be a member of the Board of Directors of more than three joint stock companies whose main centers are in the State, nor may he be the Chairman or Vice Chairman of the Board of Directors of more than two companies whose main centers are within the State. In all cases, no one, whether in a personal capacity or as a representative of a legal entity, may be a managing member of the Board in more than one company with its main center in the State, nor may he combine membership in the Boards of Directors of two companies engaged in homogeneous activities.

Article (103) The membership of anyone who violates this in the Boards of Directors of companies exceeding the quorum stipulated in this Article shall be voided according to the historical sequence of membership, and he must return to the company or companies where his membership was voided what he received from them.

Article (104) If the State participates in a public joint stock company, it may, instead of participating in the election of Board members, appoint representatives in the Board in proportion to the shares it owns. Their number shall be deducted from the total number of Board members. The State shall have the right to dismiss these representatives or appoint others at any time. State representatives elected to the Board of Directors shall have the same rights and obligations as other elected members. The State shall be responsible for the acts of its representatives towards the company, its creditors, and shareholders. State representatives in the Boards of Directors of joint stock companies are exempt from providing share guarantees for their membership.

Article (105) The Board of Directors shall elect a Chairman and Vice Chairman by secret ballot for a period of one year, unless the company's articles of association specify another period not exceeding three years. The Board of Directors may also elect by secret ballot one or more managing members, who shall have the right to sign on behalf of the company jointly or individually, according to the Board's decision.

Article (106) If a seat on the Board of Directors becomes vacant, it shall be filled by the person who held the most votes from the shareholders who did not win a seat on the Board of Directors. If the person filling it is prevented from doing so, the next person in order shall fill it. The new member shall complete only the term of his predecessor. In case there is no one to fill the vacant seat, the Board shall continue with the remaining number of members, provided that this number does not fall below five members. However, if the number of vacant seats reaches one-quarter of the Board's seats, or if the number of remaining members falls below five, the Board of Directors must convene the General Assembly to meet within two months from the date the seats became vacant or the number of remaining members fell below five, to elect those to fill the vacant seats.

Article (107) Each company must annually submit to the Administration a detailed list, certified by the Chairman of the Board of Directors, containing the names, titles, nationalities, and contact means of the Chairman and members of the Board of Directors. The company must notify the Administration of any changes to this list as soon as they occur.

Article (108) The Chairman of the Board of Directors is the Chairman of the company and represents it before third parties and in court. He must implement the Board's decisions and adhere to its recommendations. He may delegate some of his powers to other Board members. The Vice Chairman shall replace the Chairman in his absence.

Article (109) The Board of Directors shall meet upon invitation from its Chairman, in accordance with the company's articles of association. The Chairman must invite the Board to meet if at least two members request it. The meeting shall not be valid unless at least half of the members are present, provided that the number of attendees is not less than three, unless the company's articles of association stipulate a larger number or percentage. The Board of Directors must hold at least six meetings during the company's financial year, unless the articles of association stipulate a greater number of meetings. Board meetings may be held by any secure means of modern technology commonly used, enabling the participant to listen and actively participate in the Board's work. Three months must not pass without holding a Board meeting. An absent member may appoint another Board member in writing to represent him in attendance and voting, but a single member may not represent more than one member. Board decisions shall be adopted by a majority of the votes of those present and represented. In case of a tie, the side on which the Chairman is shall prevail. The member who did not agree with any decision taken by the Board may record his objection in the meeting minutes. The Board of Directors may, in cases of necessity and urgency, issue some of its decisions by circulation, provided that all Board members agree in writing to those decisions, which shall be presented at the next Board meeting to be included in its minutes.

Article (110) If a Board member fails to attend three consecutive Board meetings, or four non-consecutive meetings without an excuse accepted by the Board, he shall be considered resigned.

Article (111) The minutes of Board of Directors meetings shall be recorded in a special register. These minutes shall be signed by the Chairman of the Board, the managing member, if any, and the member or employee who serves as the Board's secretary. The recording of meeting minutes in the register shall be done regularly after each session and on consecutive pages.

Article (112) Subject to the competencies assigned to the General Assembly in this Law or the company's articles of association, the Board of Directors shall have the widest powers to carry out acts required by the company's purpose. Within the scope of its competence, it may delegate one of its members to perform a specific act or more, or to supervise a certain aspect of the company's activity.

Article (113) The Chairman of the Board of Directors or a Board member shall not participate in any act that competes with the company, nor trade on his own behalf or on behalf of others in one of the branches of activity in which the company is engaged. Otherwise, the company may claim compensation from him or consider the operations he carried out as having been conducted on its behalf.

Article (114) The Chairman of the Board of Directors, any of its members, or any manager shall not perform an act similar to the company's activity, nor have any direct or indirect interest in contracts, projects, and obligations concluded on behalf of the company.

Article (115) The company shall not provide a cash loan of any kind to any of its Board of Directors members, nor guarantee any loan contracted by one of them with third parties. As an exception, banks and other credit companies may lend to any of their Board of Directors members, open a credit line for him, or guarantee the loans he contracts with third parties, in the manner and conditions determined by the Qatar Central Bank. Any act performed in violation of the provisions of this Article shall be void, without prejudice to the company's right to claim compensation from the violator, if necessary.

Article (116) The Chairman and members of the Board of Directors of the company or its employees are prohibited from exploiting any information they become aware of by virtue of their membership or position to achieve a benefit for themselves, their children, or any relatives up to the fourth degree, whether directly or indirectly as a result of dealing in the company's securities. Nor shall any of them have a direct or indirect interest with any entity carrying out operations intended to influence the prices of securities issued by the company. This prohibition shall remain in effect for three years after the person's membership in the Board of Directors or his employment in the company ends.

Article (117) The company is bound by the acts carried out by the Board of Directors within the scope of its competence. It is also liable for compensation for damages arising from illegal acts committed by Board members in their capacity.

Article (118) The Chairman and members of the Board of Directors are jointly and severally liable for compensating the company, shareholders, and third parties for damages arising from acts of fraud, abuse of power, violation of the provisions of this Law or the company's articles of association, and gross negligence in performance. Any condition stipulating otherwise shall be void.

Article (119) The liability stipulated in the previous Article falls on all Board of Directors members if the error arose from a decision taken by consensus. Decisions adopted by a majority shall not be subject to liability for those who objected, provided they proved their objection in writing in the meeting minutes. Absence from the meeting where the decision was issued shall not be a ground for exemption from liability unless it is proven that the absent member was unaware of the decision or unable to object to it after becoming aware of it.

Article (120) The company may file a liability lawsuit against Board of Directors members due to errors that result in damages to the group of shareholders within five years from the date the error occurred. The Ordinary General Assembly shall decide to file this lawsuit and appoint someone to represent the company in pursuing it. If the company is under liquidation, the liquidator shall file the lawsuit based on a decision from the General Assembly.

Article (121) Each shareholder may file the lawsuit individually in case the company fails to file it, if the error is likely to cause specific damage to him as a shareholder. He must notify the company of his intention to file the lawsuit. Any condition in the company's articles of association stipulating otherwise shall be void.

Article (122) The issuance of any decision by the General Assembly releasing Board of Directors members from liability shall not result in the dismissal of the liability lawsuit against Board of Directors members due to errors committed by them during the execution of their duties. If the act giving rise to liability was submitted to the General Assembly and ratified, the lawsuit shall be dismissed after five years from the date of that Assembly's convening. However, if the act attributed to Board of Directors members constitutes a criminal offense, the lawsuit shall not be dismissed except by the dismissal of the criminal lawsuit.

Article (123) The General Assembly may dismiss the Chairman or any elected member of the Board based on a proposal issued by the Board of Directors by an absolute majority, or based on a request signed by shareholders representing not less than one-quarter of the subscribed capital. In the latter case, the Chairman of the Board must convene the General Assembly to meet within ten days from the date of the dismissal request; otherwise, the Administration shall direct the invitation.

Article (124) The company's articles of association shall specify the method for determining the remuneration of Board of Directors members, provided that the percentage of such remuneration does not exceed (5%) of the net profit after deducting reserves and legal deductions, and after distributing a profit of not less than (5%) of the company's paid-up capital to shareholders.

Article (125) The Board of Directors shall prepare, for each financial year, the company's balance sheet, profit and loss statement, cash flow statement, and explanations compared with the previous financial year, all certified by the company's auditors. It shall also prepare a report on the company's activity and financial position during the past financial year, and the future plans for the coming year. The Board shall prepare these data and documents within a period not exceeding three months from the end of the company's financial year, to be presented at the meeting of the General Assembly of Shareholders, which must be convened within four months at most from the date of the end of the company's financial year.

Second Section The General Assembly

Article (126) The Board of Directors shall invite all shareholders to attend the General Assembly meeting by announcement in two local daily newspapers, at least one of which is in Arabic, and on the financial market's website and the company's website, if available. The announcement must be made at least fifteen days before the scheduled date of the General Assembly's convening. It must also include a comprehensive summary of the General Assembly's agenda, all data and documents mentioned in the previous Article, along with the auditors' report. A copy of the announcement must be sent to the Administration at the same time it is sent to the newspapers.

Article (127) The Board of Directors shall annually make available to shareholders, for their review before the convening of the Assembly called to discuss the company's balance sheet and the Board of Directors' report, at least one week in advance, a detailed statement containing the following data: 1- All amounts received by the Chairman of the Board of Directors and each member of this Board in the financial year, from salaries, wages, attendance allowances for Board meetings, expense allowances, and any other amounts in any capacity. 2- The in-kind benefits enjoyed by the Chairman of the Board of Directors and each member of the Board of Directors in the financial year. 3- The bonuses proposed by the Board of Directors for distribution to Board of Directors members. 4- The amounts allocated to each current Board member. 5- Operations in which one of the Board of Directors members or managers has an interest conflicting with the company's interest. 6- The amounts actually spent on advertising in any form, with details for each amount. 7- Donations, with a statement of the recipient entity, the justification for the donation, and its details. For banks and other financial institutions, a report from the auditors must be attached to this statement, confirming that the cash loans, credit lines, or guarantees provided by any of them to the Chairman or members of its Board of Directors during the financial year were conducted without violating the provisions of Article (110) of this Law. The detailed statement mentioned above must be signed by the Chairman of the Board of Directors and one member. The Chairman and members of the Board of Directors shall be responsible for implementing the provisions of this Article and for the accuracy of the data contained in all documents stipulating their preparation.

Second Section The General Assembly

Article (128) The General Assembly shall convene upon invitation from the Board of Directors at least once a year, at the place and time determined by the Board with the Administration's approval. The convening must be within the four months following the end of the company's financial year. The Board of Directors may convene the Assembly whenever necessary.

Article (129) The Board of Directors must convene the General Assembly to meet upon request by the auditor. If the Board fails to direct the invitation within fifteen days from the date of the request, the auditor may direct the invitation directly after obtaining the Administration's approval. The Administration must rule on the request within fifteen days from the date of its receipt. The Council must also convene the General Assembly to meet upon request by shareholders owning not less than (10%) of the capital, for serious reasons, within fifteen days from the date of the request. Otherwise, the Administration shall direct the invitation at the company's expense within fifteen days from the date of receiving the request. The agenda in these two cases shall be limited to the subject of the request.

Article (130) Subject to the provisions of Articles (88) and (124) of this Law, the Administration shall invite the General Assembly of the company to convene in the following cases: 1- If thirty days have passed from the date specified in Article (123) of this Law without the General Assembly being invited to convene. 2- If the number of Board of Directors members falls below the minimum stipulated in Article (101) of this Law, without the General Assembly being invited to convene. 3- If it becomes apparent to it at any time that violations of the law or the company's articles of association have occurred, or a serious malfunction in its management has occurred. All procedures prescribed for convening the Assembly shall be followed in these cases, and the company shall bear all expenses.

Article (131) The Chairman of the Board of Directors must publish the balance sheet, profit and loss account, a comprehensive summary of the Board of Directors' report, and the full text of the auditors' report in two local daily newspapers, at least one of which is in Arabic, and on the company's website, if available, at least fifteen days before the convening of the General Assembly. A copy of these documents must be submitted to the Administration before publication to determine the mechanism and method of publication.

Article (132) The agenda of the General Assembly in its annual meeting must include the following matters: 1- Hearing the Board of Directors' report on the company's activity and financial position during the year, and the auditor's report, and ratifying them. 2- Discussing the company's balance sheet and profit and loss account, and ratifying them. 3- Discussing the governance report and approving it. 4- Reviewing the Board of Directors' proposals regarding profit distribution and approving them. 5- Reviewing the release of Board of Directors members from liability and determining their remuneration. 6- Presenting the tender for the appointment of auditors and determining their fees. 7- Electing Board of Directors members, appointing auditors, and determining the remuneration to be paid to them during the next financial year, unless it is stipulated in the company's articles of association. 8- Discussing any other proposal included by the Board of Directors in the agenda to take a decision on it. The General Assembly shall not deliberate on matters not included in the agenda; however, the Assembly shall have the right to deliberate on serious facts that emerge during the meeting. If a number of shareholders representing at least (10%) of the company's capital request to include specific matters in the agenda, the Board of Directors must include them; otherwise, the Assembly shall have the right to decide to discuss these matters at the meeting.

Article (133) The Chairman of the Board of Directors, or their deputy, or the person appointed by the Board of Directors for this purpose, shall preside over the General Assembly. In the event that the aforementioned persons fail to attend the meeting, the Assembly shall elect a presider from among the members of the Board of Directors or the shareholders, and shall also appoint a secretary for the meeting.

If the Assembly is deliberating on a matter concerning the presider of the meeting, the Assembly must choose a presider from among the shareholders.

Article (134) The validity of the convening of the General Assembly requires the following:

1. The invitation must be directed to the Board of Directors to send a representative to attend the meeting.
2. Attendance by a number of shareholders representing at least (50%) of the company's capital, unless the Articles of Association stipulate a higher percentage. If the quorum is not met at this meeting, the General Assembly must be invited to a second meeting to be held within fifteen days following the first meeting, in accordance with the provisions of Article (121) of this Law.
3. Attendance by the company's auditor.

The invitation must be sent at least three days before the meeting date, and the meeting is considered...