Law No. 11 of 2015 Promulgating the Commercial Companies Law

Law No. (11) of 2015 Promulgating 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 concerning 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 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 Law concerning 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 concerning 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 enforced.

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 enforcement. 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 enforced decisions shall remain in force, insofar as they do not conflict with the provisions of the attached Law.

Article (4) The aforementioned Commercial Companies Law is repealed, as is every provision that conflicts with the provisions of the attached Law.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 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 of them, 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 deal in securities. The Company Contract: The contract for the establishment of 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. Subscription Agency: A bank authorized 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 providing 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 main center 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 Company. 2- Limited Partnership Company. 3- Silent Partnership Company. 4- Public Joint Stock Company. 5- Private Joint Stock Company. 6- Partnership by Shares Company. 7- Limited Liability Company.

Article (5) Every company that does not take one of the forms mentioned in the preceding 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 company, 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 failure to be legally notarized against each other. They may not invoke it against a third party 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 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 purposes of the company. 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 in accordance with the rules applicable to the contract of sale regarding the guarantee of the share in case of destruction, forfeiture, or the appearance of a defect or deficiency therein. If the share pertains merely 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 upon 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 has 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 personal creditor of the partner, 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 seizure 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 therein shall be in proportion 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. The same applies if the contract is limited to specifying the partner's share in loss. If the partner's share is limited to his work and his share in profit or loss is not specified in the company contract, 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 working 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) Nominal profits may not be distributed to partners. 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 that year or subsequent years.

Article (16) All contracts, correspondence, communications, announcements, and other documents issued by the company must bear its name, a statement of its form, its main center, and its registration number in the Commercial Register. In addition to these details, for companies other than 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 documents issued by it.

Article (17) The provisions of this Law shall apply to foreign companies conducting business 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 is obliged to apply the aforementioned governance regulations and ensure that the company's founding documents do not conflict with these regulations.

Article (19) The Minister shall determine by decision the manner of carrying out company establishment procedures and issuing the necessary licenses, in a manner that ensures their establishment 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 for each company, the provisions of this Chapter shall apply to all companies stipulated in this Law.

Chapter Two General Partnership Company

Article (21) The general partnership company is a company composed 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 "and his partners". The company 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 company.

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, 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, the manner of providing them, and their due date. 4- The date of establishment of the company 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 financial year. 7- The manner of distributing profits and losses.

Article (24) The partners may establish a written company system containing the detailed provisions they agree upon for its management, and a copy thereof 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. The existence of the company may not be invoked against third parties 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 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 tradable 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 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 stipulating the permissibility 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 to it.

Article (29) The company's creditors have the right to recourse against its assets. They also have the right to recourse against any partner in the company regarding his personal assets. All partners are jointly and severally liable to the company's creditors. Execution against a partner's assets due to company obligations is not permitted unless 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 owed by the company, he may seek recourse against the company for what he paid. 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 each bear the burden of this insolvency according to their respective shares.

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 nature as the company's activity, or become a partner in a competing company, if this company is a general partnership, limited partnership, partnership by shares, limited liability company, or private joint stock company. If a partner violates this, the company may demand compensation from him or consider the operations he conducted for his own account as having been conducted 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 preceding 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 him 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 before its creditors unless the creditors approve this transfer.

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 one or more partners or to one or more persons who are not partners.

Article (36) If there are multiple managers and a specific competence is defined for each, each manager is only liable for the acts within his competence. If there are multiple managers and it is stipulated that they manage the company jointly, their decisions are not valid unless issued by unanimous opinion or the majority stipulated in the company contract. However, each manager may independently perform 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 competence is defined for each in the contract, nor is it stipulated that they work jointly, each may perform any act of management. The others have the right to object to the act before its completion. In this case, the opinion of the majority of the managers shall prevail. If the 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 the partners. The dismissal of the manager in either of these two cases entails the dissolution of the company, unless the company contract stipulates otherwise. If the manager is a partner and appointed in a contract separate from the company contract, or if he is appointed in the company contract or a separate contract, he may be dismissed by a decision of the majority of the partners. This dismissal does not entail 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 unjustified reasons; otherwise, he shall be liable for compensation. His resignation entails the appointment of a new partner with the consent of the other partners to replace him, unless the contract stipulates otherwise. If the manager is a partner and appointed in a separate contract, or if he 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 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. The company is bound by every act performed by the manager in its name within the scope of his authority, even if the manager uses the company's signature for his own account, unless the person who contracted with him 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 the debts of others.

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 nature 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 condition stipulating otherwise shall be void.

Article (43) A non-manager partner may not intervene in management affairs. However, he may personally inspect the company's activities at its premises, examine its books and documents, and obtain a summary statement of the company's financial status himself or through his agent. 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. The 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 Company

Article (45) The limited partnership company is composed 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 the amount 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 company shall include only 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 company. The name of a limited partner may not be mentioned in the company name. If it is mentioned with his knowledge, he shall become jointly and severally liable for the company's obligations 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 be liable for all or some of the company's obligations depending on the gravity and frequency of the acts and the trust third parties place in him due to these acts. However, monitoring the actions of the company's managers, offering them advice, and authorizing them to act outside the scope of their authority are not considered acts of intervention.

Article (50) The limited partner may request a copy of the balance sheet and the profit and loss account and verify the accuracy of their contents. To this end, he may inspect the company's books and documents himself 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 company are issued by the unanimous opinion of the general partners, unless the company contract stipulates otherwise. Decisions related to amending the company contract are not 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 company is subject to the rules established for the general partnership company.

Chapter Four Silent Partnership Company

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

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

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

Article (56) Each partner remains the owner of the share he committed to providing, unless the company contract stipulates otherwise. If the share is a specific in-kind asset and the partner possessing it is declared bankrupt, the owner has the right to recover it from the bankruptcy estate after paying his share of the company's losses. If the share is cash or unseparated fungibles, the 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 the existence of the company to a third party, it may be considered a de facto company with respect to that third party, making the partners jointly and severally liable to him.

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

Article (59) Each partner may inspect the company's books and documents himself 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 company are issued by the unanimous opinion of the partners, unless the company contract stipulates otherwise. Decisions related to amending the company contract are not 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 company 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 shareholders are not liable beyond the amount of their 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 specified duration may be extended by a decision of the Extraordinary General Assembly. If the company's purpose is to perform 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 founders.

Article (68) The company shall offer its shares for public subscription within sixty days from the date of its establishment. If the company does not offer its shares within this period, it shall terminate by operation of law, unless its founders, within thirty days from the expiration of the deadline for offering shares for public subscription, amend the company contract and articles of association and convert to any other form of company stipulated in this Law. The founders shall bear the costs of this conversion, including fees and financial penalties imposed by the Ministry. The founders shall be liable with all their assets for the company's obligations during this period.

Article (69) The minimum number of founders stipulated in the preceding 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 applies whether established alone or in conjunction with one or more other founders, whether a natural person or a public or private legal entity.

Article (70) Subject to the provisions of Article (66) of this Law, the founders 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 models may not be violated except for serious reasons approved by the Administration. Each of them must include the following: 1- The company's name and main center. 2- The purpose for which the company was established. 3- The names, nationalities, domiciles, professions of the founders, 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 of each non-cash share, the name of the provider, and 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 founders must choose one among themselves 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 papers proving this data. It may request to review the feasibility study of the project. 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) In case the Administration approves the company establishment request, the founders 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 on the establishment of the company within a maximum period of thirty days from the date of their submission.

Article (74) In case the Administration rejects the establishment request or the period stipulated in the preceding Article expires without a response, the founders may appeal to the Minister within thirty days from the date of notification of the rejection decision or the expiration of the aforementioned 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 applicant of the rejection 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 for the establishment of the company is finally rejected, the founders may not submit a new request for the establishment of the same company except after the passage of one month from the date of the rejection of the request.

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

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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 shares offered for subscription during the establishment phase. The founders must submit to the Administration, prior to inviting the public to subscribe, a certificate from the bank proving that they have deposited in the company's account amounts equivalent to the shares they subscribed to as founding partners, along with a draft statement inviting subscription. The founders prepare this draft in accordance with the provisions of Article (77) of this Law. The Administration, after verifying the foregoing, authorizes 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 for public subscription shall be published by announcing it 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 the company's 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 restrictions on the trading of shares. 5- In-kind shares and the data pertaining to them, and 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 estimated statement of the company's establishment expenses. 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 subscription and its conditions. 12- The date of issuance of the decision authorizing the establishment of the company. 13- A statement of the method for 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 sign the invitation announcement, and they are jointly liable for the accuracy of the data contained therein and for its containing the mentioned data. A report signed by an auditor must 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) 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 amounts paid shall be deposited in a special bank account opened in the name of the company under establishment.

Article (80) A 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 contract and its articles of association, and their chosen domicile in the State, and any other data deemed necessary by the subscription entity. Subscription shall be completed and unconditional. Any condition imposed by the subscriber shall be considered void.

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

Article (82) A printed copy of the company 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 contract and its articles of association must be published on that website.

Article (83) The subscription entity 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 announced 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 shares offered within the specified period, the founders may, with the Administration's approval, extend the period by no more than 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 deadline for the end of the subscription as per the provisions of the preceding Article. They shall be jointly liable for refunding the amounts and expenses incurred in establishing the company, and jointly 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 the prospectus. In all cases, surplus funds from the subscription and any returns accrued thereon shall be refunded to shareholders through the subscription entity 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 contrary to the foregoing 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 subscribed to by each.

Article (91) The founders must, within the period stipulated in the preceding Article, invite subscribers to convene the inaugural general assembly in accordance with the procedures for convening the general assembly. With the Administration's approval, the meeting must be held within thirty days from the date of 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 chaired by a founder 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 on all establishment operations, supported by documents. The assembly shall specifically consider the following matters: 1- A report from the founder chosen 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- Ratification 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 represented correctly 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. Members of the first Board of Directors shall be jointly liable for damages arising from failure to carry out the mentioned publicity procedures. The effects of all transactions carried out by the founders on behalf of the company before publicity shall transfer to the company upon its 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 carry out the correction within one month from the date of notification. If the company does not carry out the necessary correction 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 according to the provisions of the preceding Article, file a joint liability lawsuit against the founders, Board of Directors members, 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 liable to the Administration for all fees associated with its conversion to a private joint stock company.

Chapter Three Management of the Company First Branch 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. 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 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 loses a condition stipulated in Article (97) of this Law. A member may withdraw from the Board, provided this is done at an appropriate time; otherwise, they shall be liable to the company.

Article (100) The General Assembly elects Board of Directors members 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 carries one vote, which the shareholder grants to the candidate of their choice. The shareholder may distribute the voting of their shares among more than one candidate, but a single share may not vote 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 meeting.

Article (101) The following conditions are required for a Board of Directors member: 1- They must be at least twenty-one years old and possess full legal capacity. 2- They must not have been previously convicted of a felony, a crime involving moral turpitude or dishonesty, or a crime stipulated in Articles (334) and (335) of this Law, or declared bankrupt, unless their reputation has been restored. 3- They must be a shareholder and own a number of shares of the company determined by the articles of association. These shares must be deposited in an approved bank within sixty days from the date of assuming membership. The deposit must continue, and the shares must be non-tradable, non-pledgeable, and non-seizable until the end of the membership term. The balance sheet of the last financial year in which the member performed their duties must be ratified. The shares mentioned in the preceding paragraph are designated 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, their membership shall be void. One-third of the Board of Directors members may be independent experts who are not shareholders. These members are exempt from the share ownership condition stipulated in item (3) of this Article. If a Board member loses any of these conditions, their membership status shall cease from the date of losing that condition.

Article (102) Except for state representatives in public joint stock companies or persons owning (10%) of the shares of these companies, no one may, in their personal capacity or as a representative of a legal entity, be a member of the Board of Directors of more than three joint stock companies whose main centers are in the State, nor 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 may, whether in their personal capacity or as a representative of a legal entity, be a Managing Director of the management of more than one company whose main center is in the State, nor combine membership in the Boards of Directors of two companies engaged in the same activity.

Article (103) The membership of anyone violating this in the Boards of Directors of companies exceeding the quorum prescribed in this Article shall be void according to the historical sequence of membership. They must refund to the company or companies where their membership was voided any amounts 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 its shareholding. Their number shall be deducted from the total number of management members. The State has the right to dismiss these representatives or appoint others at any time. State representatives elected to the Board of Directors have the same rights and obligations as other elected members. The State is liable 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 term of one year, unless the company's articles of association specify another term not exceeding three years. The Board of Directors may also elect by secret ballot one or more Managing Directors, 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 Board member's seat becomes vacant, it shall be filled by the person who held the most votes from shareholders who did not win Board membership. If a impediment arises for that person, it shall be filled by the next person in the sequence. The new member shall complete only the term of their predecessor. In case there is no one to fill the vacant seat, the Board shall continue with the remaining members, provided this number does not fall below five members. 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 invite the General Assembly to convene within two months from the date the seats became vacant or the number of remaining members fell below five, to elect persons 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 Board members. 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. They must implement the Board's decisions and adhere to its recommendations. They may delegate some of their powers to other Board members. The Vice-Chairman replaces the Chairman in their absence.

Article (109) The Board of Directors shall convene 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 is not valid unless at least half of the members are present, provided 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 more. 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 a Board meeting being held. An absent member may appoint another Board member in writing to represent them in attendance and voting. However, 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. A member who did not agree with any decision taken by the Board may record their objection in the meeting minutes. The Board of Directors may, in cases of necessity and urgency, issue some of its decisions by circulation, provided all Board members agree in writing to those decisions, subject to presentation at the next Board meeting to be included in its minutes.

Article (110) If a Board member is absent from three consecutive Board meetings, or four non-consecutive meetings without a reason accepted by the Board, they shall be considered resigned.

Article (111) 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 Director (if any), and the member or employee responsible for the Board's secretariat. The recording of meeting minutes in the register shall be regular following 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 enjoys the broadest powers to carry out acts required by the company's purpose. Within its competence, it may delegate one of its members to perform specific acts or supervise a certain aspect of the company's activity.

Article (113) The Chairman of the Board of Directors or a Board member may not participate in any act that competes with the company, nor trade on their own behalf or on behalf of others in one of the branches of activity in which the company engages. Otherwise, the company may claim compensation from them or consider the transactions they 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 may not perform an act similar to the company's activity, nor have any direct or indirect interest in contracts, projects, and commitments concluded on behalf of the company.

Article (115) The company may 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 them, or guarantee loans they contract with third parties, in the procedures and conditions determined by the Qatar Central Bank. Any transaction contrary to 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 Board of Directors members or 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 relative up to the fourth degree, whether directly or indirectly as a result of trading in the company's securities. Nor may 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 remains valid for three years after the person's membership in the Board of Directors or their work in the company ends.

Article (117) The company is bound by the acts carried out by the Board of Directors within 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 Board of Directors members are jointly liable to compensate the company, shareholders, and third parties for damage 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 preceding Article falls on all Board of Directors members if the error arises from a decision issued by their consensus. For decisions issued by a majority, those who objected are not liable if they prove their objection in writing in the meeting minutes. Absence from the meeting where the decision was issued is not 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 for errors resulting 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) Any shareholder may file the lawsuit individually in case the company fails to file it, if the error is likely to cause specific damage to them as a shareholder. They must notify the company of their intention to file the lawsuit. Any condition in the company's articles of association stipulating otherwise shall be void.

Article (122) Any decision issued by the General Assembly discharging Board of Directors members from liability does not result in the dismissal of a liability lawsuit against Board of Directors members for errors committed by them during the execution of their duties. If the act necessitating liability was presented to the General Assembly and ratified, the lawsuit is dismissed after five years from the date of that assembly. However, if the act attributed to Board of Directors members constitutes a criminal offense, the lawsuit is not dismissed except by the dismissal of the criminal lawsuit.

Article (123) The General Assembly may dismiss the Chairman or any elected Board member based on a proposal issued by the Board of Directors by an absolute majority, or based on a request signed by shareholders representing no less than one-quarter of the subscribed capital. In the latter case, the Chairman of the Board must invite the General Assembly to convene within ten days from the date of the dismissal request; otherwise, the Administration shall issue the invitation.

Article (124) The company's articles of association shall specify the method for determining the bonuses of Board of Directors members. The percentage of such bonus shall not exceed (5%) of the net profit after deducting reserves and legal deductions, and after distributing a profit of no less than (5%) of the company's paid-up capital to shareholders.

Article (125) The Board of Directors shall prepare each financial year the company's balance sheet, profit and loss statement, cash flow statement, and explanations compared to 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 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, for presentation to the General Assembly of Shareholders meeting, which must be convened within four months at most from the date of the end of the company's financial year.

Second Branch 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 meeting. It must include a comprehensive summary of the General Assembly's agenda, all data and documents mentioned in the preceding 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 assembly convened to consider the company's balance sheet and the Board's 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 fees for management meetings, allowances for expenses, and any other amounts in any capacity. 2- In-kind benefits enjoyed by the Chairman of the Board of Directors and each Board member in the financial year. 3- Bonuses proposed by the Board of Directors for distribution to Board members. 4- Amounts allocated to each current management member. 5- Transactions in which a Board member or manager has an interest conflicting with the company's interest. 6- 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, this statement must be accompanied by a report from the auditor confirming that cash loans, credit lines, or guarantees provided by any of them to the Chairman or Board of Directors members 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 Board of Directors members are responsible for implementing the provisions of this Article and for the accuracy of the data contained in all documents stipulating their preparation.

Second Branch 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 after the Administration's approval. The meeting must be held within the four months following the end of the company's financial year. The Board of Directors may convene the General Assembly whenever necessary.

Article (129) The Board of Directors must invite the General Assembly to convene upon request by the auditor. If the Board does not issue the invitation within fifteen days from the date of the request, the auditor may issue the invitation directly after the Administration's approval. The Administration must rule on the request within fifteen days from the date of its receipt. The Board must also invite the General Assembly to convene upon request by shareholders owning no less than (10%) of the capital, for serious reasons, within fifteen days from the date of the request. Otherwise, the Administration shall issue 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 deadline stipulated 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 flaw 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 statement, a comprehensive summary of the Board's 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 General Assembly meeting. A copy of these documents must be submitted to the Administration before publication to determine the publication mechanism and method.

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 statement, and ratifying them. 3- Discussing the governance report and approving it. 4- Considering the Board of Directors' proposals regarding profit distribution and approving them. 5- Considering the discharge of Board of Directors members and determining their bonuses. 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 appointed in the company's articles of association. 8- Discussing any other proposal included in the agenda by the Board of Directors to take a decision on it. The General Assembly may not deliberate on matters not included in the agenda. However, the Assembly has 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 the inclusion of certain matters in the agenda, the Board of Directors must include them; otherwise, the Assembly has the right to decide to discuss these matters at the meeting.

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

If the Assembly is deliberating on a matter concerning the chairman of the meeting, the Assembly must choose a shareholder to preside over it.

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

1. Issuing an invitation to the management to send a representative to attend the meeting.
2. The presence of shareholders representing at least (50%) of the company's capital, unless the company's 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. The presence of the company's auditor.

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