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 non-Qatari capital investment in economic activity, 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 concerning 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 concerning the Qatar Financial Markets Authority, And the Qatar Central Bank and Financial Institutions Regulation Law issued by Law No. (13) of 2012, And Emir Decree 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 obtaining the opinion of the Shura Council,

We have decided the following Law:

Article (1)

The provisions of the Commercial Companies Law, attached to this Law, shall be applied.

Article (2)

All parties 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 such decisions are issued, the currently valid 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The Commercial Companies Law referred to above is repealed, as is every provision that conflicts with the provisions of the attached Law.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 competence. It shall be published in the Official Gazette.

Tamim bin Hamad Al Thani Emir of the State of Qatar

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

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Commercial Companies Law

Part 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:

Concept	Meaning
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 deal in securities.
The Company Contract	The contract establishing the company.
Governance	The system by 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's affairs.
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. A company may be established by a single person in accordance with the provisions of Part Eight of this Law.

Article (3)

Every company established in Qatar shall be of Qatari nationality, and its main center must be in Qatar. This does not necessarily entail the company enjoying rights reserved by law for Qatari nationals, unless it is wholly owned by Qatari nationals.

Article (4)

A company established in the State must take one of the following forms:

• 1- General Partnership Company.
• 2- Limited Partnership Company.
• 3- Silent Partnership Company.
• 4- Public Joint Stock Company.
• 5- Private Joint Stock Company.
• 6- Limited Liability Company by Name.
• 7- Limited Liability Company.

Article (5)

Any company that does not take one of the forms mentioned in the previous Article shall be void. The persons who contracted in its name shall be personally and jointly liable for the obligations arising from such contracting.

Article (6)

Except for the Silent Partnership Company, the company contract must be written 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)

Partners may invoke the nullity arising from the failure to write or notarize the contract against each other. They may not invoke it against third parties, who may invoke nullity against them.

Article (8)

Except for the Silent Partnership Company, the company shall not have 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 applicable, shall be jointly liable for damages suffered by third parties due to the non-registration of the company.

Article (9)

The partner's share shall be a specified amount of money or a tangible asset serving the company's purposes. It may also be in the form of 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 monetary and tangible shares, or one of them.

Article (10)

If the partner's share is a property right 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 involves merely 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 towards the company is not discharged until these rights are collected upon their maturity, unless otherwise agreed. If the partner's share is his work, all earnings resulting from this work shall belong to the company, unless otherwise agreed. The partner whose share is his work may not perform the same work for his own account or for the account of others, unless otherwise agreed.

Article (11)

Every partner is considered indebted 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 the profits, according to the company's balance sheet. If the company requires the transfer of the creditor's right 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 personal creditor, in addition to the rights mentioned in the preceding paragraph, may file a lawsuit before the competent court to sell these shares and collect his right from the proceeds of this sale, and may 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 limits itself to specifying the partner's share in profit, his share in loss shall be equivalent to his share in profit. The same applies if the contract limits itself to specifying the partner's share in loss. 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 agreed controls. If the partners committed to work without valuing each of their shares, these shares shall be considered equal unless the contrary is proven. If a partner provides, in addition to his work, a monetary or tangible share, he shall have a share in profit or loss for his work share and another share for his monetary or tangible share.

Article (15)

Profits may not be distributed to partners. However, the company's creditors may demand that each partner return what he received from the company, even if in good faith. The partner is not required to return the actual profits he received in a given year, even if the company incurred losses in that year or subsequent years.

Article (16)

All contracts, correspondence, documents, announcements, and other papers issued by the company must bear its name, a statement of its form, its main center, and its registration number in the Commercial Register. To these data, in addition to general partnerships and limited partnerships, a statement of the amount of the company's capital and the amount paid thereof shall be added. If the company is under liquidation, this must be stated in the papers issued by it.

Article (17)

The provisions of this Law shall apply to foreign companies conducting business in the State, except for the 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 companies. As for public joint stock companies listed in the financial market, the Authority shall issue decisions regulating their governance. In all cases, the company's board of directors is obliged to apply the decisions regulating governance mentioned above, and to ensure that the company's founding documents do not conflict with those decisions.

Article (19)

The Minister shall determine by decision the manner of completing company establishment procedures and issuing the necessary licenses, in a manner that ensures their completion with ease and convenience, including the representation of all relevant parties in a single-window system.

Article (20)

Insofar as it does not conflict with the special provisions of each company, the provisions of this Part shall apply to all companies specified in this Law.

Part Two

General Partnership Company

Article (21)

The general partnership company 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 company 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 "partners". The company name must correspond to reality. 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 in its name the name of a partner who withdrew or died, if the partner who withdrew or his heir who died so agreed.

Article (23)

The general partnership company contract must include the following:

• 1- The company's name, purpose, main center, and branches, if any.
• 2- The name, profession, title, gender, date of birth, and domicile of each partner.
• 3- The amount of the company's capital and the share each partner commits to contribute, whether monetary, tangible, or a right against third parties, the estimated value of these shares, the manner of their contribution, and the due date.
• 4- The date of the company's establishment and its duration.
• 5- The manner of managing the company, with a statement of the names of persons authorized to sign on behalf of the company and the extent of their powers.
• 6- The beginning and end of the company's financial year.
• 7- The manner of distributing profits and losses.

Article (24)

Partners may establish a written system for the company 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 be bound by the existence of the company except from the time 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 invoke the existence of the company even if its registration and publication procedures have not been completed.

Article (26)

The partner in a general partnership company acquires the status of a merchant and is considered to be conducting commercial activities under the company name. The bankruptcy of the company entails the bankruptcy of all partners therein.

Article (27)

The partners' shares in a general partnership company may not be negotiable securities.

Article (28)

The transfer of shares in a general partnership company is not permitted except with the consent of all partners, or in accordance with what is stipulated in the company contract. In this case, the contract shall be amended and the transfer shall be subject to the provisions of Article (25) of this Law.

Article (29)

Any agreement stipulating the possibility of transferring 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 have effect only between the parties.

Article (30)

The company's creditors have the right to recourse against the company's assets, and they also have the right to recourse against any partner in the company's private assets. All partners are jointly and severally liable towards the company's creditors. Execution against a partner's assets due to company obligations is not permitted except after obtaining a final judgment against the company and notifying it to pay, and its refusal 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 for what he paid, and he may also seek recourse 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 consequences of this insolvency, each according to his share.

Article (31)

If a partner breaches this, the company may claim compensation and consider the operations he carried out for his own account as having been carried out on behalf of the company.

Article (32)

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 (33)

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

Article (34)

Decisions in a general partnership company are issued by the unanimous opinion of the partners, unless the company contract stipulates otherwise. However, decisions related to amending the company contract are not 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 a partner or to one or more non-partners.

Article (36)

If managers are entrusted exclusively, each is liable only for the acts within his competence. If managers are entrusted and it is stipulated that they manage jointly, their decisions are not valid unless issued by unanimous opinion or by the majority stipulated in the company contract. However, each manager may independently perform urgent acts whose omission would cause serious loss to the company or deprive it of significant profit. If managers are entrusted without specifying a particular competence for each in the contract and without stipulating that they work jointly, each may perform any act of management, provided that the others 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 must 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.

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 entails the appointment of a new partner with the consent of all other partners to replace him, unless the contract stipulates otherwise. If the manager is a partner and appointed in a separate contract, or is a non-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 company at least sixty days in advance, unless the company contract stipulates 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.

Article (40)

The company is bound by every act performed by the manager in its name within the scope of his authority, even if the manager used the company's signature for his own account, if the person he contracted with was in bad faith.

Article (41)

The manager may not perform acts exceeding ordinary management except with the consent of the partners or a clear provision in the contract. This prohibition applies specifically to the following acts:

• 1- Donations, except for usual small donations.
• 2- Selling the company's real estate, unless the act is within the company's purposes.
• 3- Mortgaging the company's real estate, even if accompanied by the right to sell the real estate in the contract.
• 4- Selling or mortgaging the company's business.
• 5- Guaranteeing third-party debts.

Article (42)

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 engage in any activity of the same type as the company's activity except with written consent from all partners.

Article (43)

A non-manager partner may not enter into management activities. However, he may personally inspect the company's activities at its premises, examine its books and documents, and extract a brief statement of the company's financial status himself or through his agent. He may advise its manager. Any agreement to the contrary is considered void.

Article (44)

Profits and losses and each partner's share therein are 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.

Part Three

Limited Partnership Company

Article (45)

The limited partnership company 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 private assets.

Article (46)

Limited Partners, who contribute to the company's capital, without being liable for the company's obligations except to the extent of what they have contributed or committed to pay to the company.

Article (47)

All general partners must be natural persons.

Article (48)

The name of the limited partnership company shall include only the names of the general partners, with an addition indicating the existence of other partners. It may have a specific trade name, provided it is accompanied by words indicating that it is a limited partnership company. The name of a limited partner may not be mentioned in the company name. If mentioned, with his knowledge, he shall become liable for the company's obligations jointly and severally towards 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...