Qatar s Corporate Legal Framework

Qatar s Corporate Legal Framework December 2014

contents Background... 3 Qatar corporate legal framework... 3 The Qatar Financial Centre (QFC)... 3 State of Qatar...3 Foreign investment regulation...4 Other matters... 3 Schedule 1: Types of Qatar Financial Centre entities... 5 Schedule 2: Types of Commercial Companies Law entities... 7 Key contacts... 10

Background In October 2008, the State of Qatar launched Qatar National Vision 2030, designed to provide a framework for sustainable development and high living standards for generations to come in Qatar. Qatar has gone a considerable way to achieving this goal, now ranking as one of the highest GDP per capita countries in the world based on its oil and gas reserves. As Qatar looks to diversify its State revenue base, it seeks to foster foreign investment in a range of sectors. Qatar corporate legal framework In Qatar there are two corporate legal systems (the Qatar Financial Centre and the domestic corporate law, primarily governed by the Commercial Companies Law and related regulation). Depending on the nature of business, those looking to establish a presence in Qatar may consider either system. The Qatar Financial Centre (QFC) The QFC is a financial and business centre established by the State of Qatar under the Qatar Financial Centre Law No 7 of 2005, and located in Doha. The QFC legal framework establishes a separate legal jurisdiction, having its own commercial and regulatory environment essentially separate from the State of Qatar. It is operated by the QFC Authority (QFCA) and it has its own financial services regulator, the QFC Regulatory Authority (QFCRA). Only a limited range of permitted activities are eligible to be carried out from the QFC. These fall into two categories, regulated and unregulated activities. Regulated Activities (which are regulated by the QFCRA) comprise: financial, banking and investment business; insurance and reinsurance business; money market, stock exchange and commodity market business; money, asset and investment fund business; the provision of project finance and corporate finance and Islamic banking and financing business; funds administration, fund advisory and fiduciary business; pension fund business and the business of credit companies; insurance broking, stock broking, and all other financial brokerage business; financial agency business and the business of provision of corporate finance and other financial advice, investment advice and investment services; and financial custodian services and the business of acting as legal trustees. Unregulated Activities comprise ship broking and shipping agents; provision of classification services and investment grading and other grading services; business activities of company headquarters, management offices and treasury operations and other related functions for all kinds of business, and the administration of companies generally; provision of professional services including but not limited to audit, accounting, tax, consulting and legal services; holding companies, and the provision, formation, operation and administration of trusts and similar arrangements; and provision, formation, operation and administration of companies. Entities established in the QFC may take a number of forms. These are summarised at Schedule 1. Though they are governed by the QFC law and regulations, Qatar domestic criminal laws apply to any QFC entity. State of Qatar Alternatively, corporate entities may be established and run in accordance with Qatari domestic laws, in particular the Commercial Companies Law No 5 of 2002 (CCL). Potential amendments to the CCL are being considered (2013), but entities that may be established under the current CCL are set out in Schedule 2., 2014 3

Background continued Foreign investment regulation Generally speaking, foreign investors may invest in all sectors of Qatar s economy provided one or more Qatari shareholders own at least 51%. With relevant Ministerial approval foreign investment may exceed 49% and reach 100% in the fields of agriculture, industry, healthcare, development and exploitation of natural resources and certain other sectors. Foreigners may now own up to 49% of the shares of Qatari companies listed on the Doha Securities Exchange (provided the company s articles enable this). GGC nationals will be treated as Qatari nationals with respect to such companies listed on the Qatar Exchange. Ministerial approval may exempt certain investments from income tax for a period of upto 10 years and foreigners may freely repatriate funds from the Qatar investments without foreign exchange controls. Other matters There are several other aspects to consider in terms of investing or establishing a presence in Qatar, such as visa requirements, intellectual property protection, financing, and taxation which are beyond the scope of this paper. We would be happy to assist you with these and ancillary matters as required. 4, 2014

Schedule 1: Types of Qatar Financial Centre entities QFC entity type Primary features of the QFC entity General restrictions Separate legal entity? Capital Members Reporting obligations Liability QFC LLC Yes Minimum capital requirements apply for Regulated Activities. No minimum for Unregulated Activities (but solvency test applies) At least 1 Annual Return requirement. Accounts to be audited and laid before Annual General Meeting and filed with the Companies Registration Office (CRO). However, these accounts are not available for public inspection. Only QFC permitted activities. QFC Special Purpose Company ( QFC SPC ) Established specifically for the purpose of an Islamic finance or conventional finance structured transaction Same as for a QFC LLC One or more who is a nominee, financial transaction initiator or another Special Purpose Company Exemption: Not required to have accounts audited or filed with CRO unless requested by the QFCA Only Special Purpose Company activities: acquisition, holding and disposal of an asset and obtaining financing in connection with a Financing Transaction, any Regulated Activity that is not carrying on a business, and any Unregulated Activity permitted by the QFCA QFC Holding Company. Yes Same as for a QFC LLC At least 1 See QFC LLC Licensed to only carry out holding company activities and must have one or more subsidiaries (which it must control and may be a QFC LLC or QFC SPC or a non-qfc entity) QFC General Partnership No. Is a partnership which is not a limited partnership or limited liability partnership (see below). Same as for a QFC LLC Two or more If registered with CRO, Annual Return requirement and accounts to be audited and filed with the CRO Joint and several and unlimited Only QFC permitted activities. Partners owe duties and carry on the business. Governed by a partnership agreement., 2014 5

Schedule 1: Types of Qatar Financial Centre entities continued QFC entity type Primary features of the QFC entity General restrictions Separate legal entity? Capital Members Reporting obligations Liability QFC Partnership No. Is a partnership comprising of a General Partner and a Partner. Same as for a QFC LLC One or more General Partners and one or more Partners Annual Return requirement. Accounts to be audited and filed with the CRO General Partner has unlimited liability, and Partner has limited liability provided it does not take part in the management of the partnership business or affairs Only QFC permitted activities. QFC Liability Partnership Governed by a limited liability partnership agreement Same as for a QFC LLC Two or more See above to amount agreed Only QFC permitted activities. QFC Protected Cell Company PCC is a single legal person (but each cell is not a legal person separate from PCC). Assets and profits are separated and compartmentalis ed into cells. PCC to notify parties that they are dealing with a PCC. Same as for a QFC LLC At least 1 See above. But unlike LLC, a cell s creditors only have recourse to the assets of that cell. PCC may issue shares for each cell. Only carrying on Regulated Activities as an Insurer or a Collective Investment Fund. Managed by a board of directors 6, 2014

Schedule 2: Types of Commercial Companies Law entities QFC entity type Primary features of the CCL entity General restrictions Separate legal entity? Capital Members Reporting obligations Liability liability company (LLC), Art 225 of CCL To have a name taken from its objective. The company manager has full authority to manage the company (equivalent to the powers of the board of directors of a QSC, see below). Company to allot each year, 10% of net profit to a legal reserve, which can be suspended if the reserve reaches 50% of the company s capital. Minimum is QAR200,000 or such higher amount to meet company s objectives Between two and 50. If more than 20, there is to be an advisory council of at least three shareholders. Yes, manager to prepare accounts and send a copy to the Ministry of Economy and Trade (in reality filing does not take place for LLCs). However, not available for public inspection. to paid up share capital Foreign investment restrictions. Subject to proxy law, may introduce operational control in agreements. Cannot undertake banking, insurance business or make investments on behalf of others (principal or agent). Cannot offer shares to public. Single Person Company (SPC) Art 260 of CCL To have a name taken from its objective. Owner may appoint a manager QAR200,000 One person Yes, manager to prepare accounts and send a copy to the Ministry (in reality filing does not take place for SPC s). However, not available for public inspection. Can be owned 100% by foreigners if a Ministerial exemption is granted. Private Shareholding Company or private joint stock company (QSC) Art 203 Managed by a board of directors. Minimum of five directors and max of 11. It is to have a definite period and if its objective is to carry out a particular business, the company shall expire at the expiry of that business. Minimum is QAR2 million or such higher amount to meet company s objectives At least 5 Yes, requirement for annual accounts to be audited and filed at the Ministry Foreign investment restrictions. Excluding state representatives and holders of 10% or more, no person may be a board member for three QSC s or more nor Chair or Deputy Chair in more than two companies Public Joint Stock Company (QSC) Art 94 See private shareholding company above See private shareholding company above but able to offer shares to the public At least 5 Yes, see private shareholding company above Yes, see private shareholding company above, 2014 7

Schedule 2: Types of Commercial Companies Law entities continued QFC entity type Primary features of the CCL entity General restrictions Separate legal entity? Capital Members Reporting obligations Liability Article 68 Company Art 68 of CCL A shareholding company at least one of the Company s shareholders must be a Qatar government organisation holding or a company in which the state owns at least 51% (or such lower amount as the Council of Minsters may approve) of the shares in that company. An Article 68 Company may then effectively contract out of the provisions of the Qatar CCL through its Articles. As set out in the Articles of Association One or more depending on the constitution of the relevant company As above, subject to contrary provisions in the Articles Subject to the provisions of the CCL unless the Articles provide otherwise. Partnership Company Art 19 of CCL No. No requirement At least 2 No requirement Joint and several liability of the partners A partner cannot practice to his own account or the account of others, any activity of the partnership company or be a partner in a competing partnership company. Holding Company Art 261 of CCL It is a QSC or a WLL or SPC. Has financial and administrative control over one or more companies operating under it, owning a minimum of 51% of shares in an underlying QSC or a LLC or SPC. Not less than QAR 10 million As per a QSC or a WLL or SPC as applicable As per a QSC or a WLL or SPC as applicable It cannot be a partner nor can it own equities in other holding companies. 8, 2014

QFC entity type Primary features of the CCL entity General restrictions Separate legal entity? Capital Members Reporting obligations Liability Partnership with Shares Art 206 of CCL Has a control board of at least 3 members but is managed by a general partner. QR 1 million At least 1 joint partner and at least 4 shareholder partners Required to have an auditor Joint partners have joint and several liability and shareholder partners have limited liability Foreign investment restrictions. Particular Partnership Company Art 44 of CCL No. Not a separate legal entity from the relevant partners. No requirement At least 1 joint partner and at least 1 silent partner No requirement for auditor Joint partners have joint and several liability and silent partners have limited liability If there is a non-qatari partner, the particular partnership company cannot practise business which is prohibited for non-qataris by law., 2014 9

Key contacts Jason Mendens Partner Doha, Qatar T: +974 4491 7049 E: jason.mendens@cliffordchance.com Richard Parris Office Managing Partner Doha, Qatar T: +974 4491 7041 E: richard.parris@cliffordchance.com Tim Plews Partner Dubai & Riyadh T: +971 4 362 0689 E: tim.plews@cliffordchance.com 10, 2014

Worldwide Contact Information Abu Dhabi 9th Floor, Al Sila Tower Sowwah Square PO Box 26492 Abu Dhabi United Arab Emirates T +971 2 613 2300 F +971 2 613 2400 Amsterdam Droogbak 1A 1013 GE Amsterdam PO Box 251 1000 AG Amsterdam The Netherlands T +31 20 7119 000 F +31 20 7119 999 Bangkok Sindhorn Building Tower 3 21st Floor 130-132 Wireless Road Pathumwan Bangkok 10330 Thailand T +66 2 401 8800 F +66 2 401 8801 Barcelona Av. Diagonal 682 08034 Barcelona Spain T +34 93 344 22 00 F +34 93 344 22 22 Beijing 33/F, China World Office Building 1 No. 1 Jianguomenwai Dajie Beijing 100004 China T +86 10 6505 9018 F +86 10 6505 9028 Brussels Avenue Louise 65 Box 2, 1050 Brussels Belgium T +32 2 533 5911 F +32 2 533 5959 Bucharest Badea Excelsior Center 28-30 Academiei Street 12th Floor, Sector 1, Bucharest, 010016 Romania T +40 21 66 66 100 F +40 21 66 66 111 Casablanca 169 boulevard Hassan 1er 20000 Casablanca Morroco T +212 520 132 080 F +212 520 132 079 Doha Suite B 30th floor Tornado Tower Al Funduq Street West Bay P.O. Box 32110 Doha, Qatar T +974 4 491 7040 F +974 4 491 7050 Dubai Building 6, Level 2 The Gate Precinct Dubai International Financial Centre PO Box 9380 Dubai, United Arab Emirates T +971 4 362 0444 F +971 4 362 0445 Düsseldorf Königsallee 59 40215 Düsseldorf Germany T +49 211 43 55-0 F +49 211 43 55-5600 Frankfurt Mainzer Landstraße 46 60325 Frankfurt am Main Germany T +49 69 71 99-01 F +49 69 71 99-4000 Hong Kong 27th Floor Jardine House One Connaught Place Hong Kong T +852 2825 8888 F +852 2825 8800 Istanbul Kanyon Ofis Binasi Kat. 10 Büyükdere Cad. No. 185 34394 Levent, Istanbul Turkey T +90 212 339 0000 F +90 212 339 0099 Jakarta** Linda Widyati & Partners DBS Bank Tower Ciputra World One 28th Floor Jl. Prof. Dr. Satrio Kav 3-5 Jakarta 12940 T +62 21 2988 8300 F +62 21 2988 8310 Kyiv 75 Zhylyanska Street 01032 Kyiv, Ukraine T +38 (044) 390 5885 F +38 (044) 390 5886 London 10 Upper Bank Street London E14 5JJ United Kingdom T +44 20 7006 1000 F +44 20 7006 5555 Luxembourg 10 boulevard G.D. Charlotte B.P. 1147 L-1011 Luxembourg T +352 48 50 50 1 F +352 48 13 85 Madrid Paseo de la Castellana 110 28046 Madrid Spain T +34 91 590 75 00 F +34 91 590 75 75 Milan Piazzetta M. Bossi, 3 20121 Milan Italy T +39 02 806 341 F +39 02 806 34200 Moscow Ul. Gasheka 6 125047 Moscow Russia T +7 495 258 5050 F +7 495 258 5051 Munich Theresienstraße 4-6 80333 Munich Germany T +49 89 216 32-0 F +49 89 216 32-8600 New York 31 West 52nd Street New York NY 10019-6131 USA T +1 212 878 8000 F +1 212 878 8375 Paris 9 Place Vendôme CS 50018 75038 Paris Cedex 01 France T +33 1 44 05 52 52 F +33 1 44 05 52 00 Perth Level 7 190 St Georges Terrace Perth WA 6000 Australia T +618 9262 5555 F +618 9262 5522 Prague Jungamannova Plaza Jungamannova 24 110 00 Prague 1 Czech Republic T +420 222 555 222 F +420 222 555 000 Riyadh Building 15, The Business Gate King Khalid International Airport Road Cordoba District, Riyadh, KSA. P.O.Box: 3515, Riyadh 11481, Kingdom of Saudi Arabia T +966 11 481 9700 F +966 11 481 9701 Rome Via Di Villa Sacchetti, 11 00197 Rome Italy T +39 06 422 911 F +39 06 422 91200 São Paulo Rua Funchal 418 15º-andar 04551-060 São Paulo-SP Brazil T +55 11 3019 6000 F +55 11 3019 6001 Seoul 21st Floor, Ferrum Tower 19, Eulji-ro 5-gil, Jung-gu Seoul 100-210 Korea T +82 2 6353 8100 F +82 2 6353 8101 Shanghai 40th Floor, Bund Centre 222 Yan An East Road Shanghai 200002 China T +86 21 2320 7288 F +86 21 2320 7256 Singapore Marina Bay Financial Centre 25th Floor, Tower 3 12 Marina Boulevard Singapore 018982 T +65 6410 2200 F +65 6410 2288 Sydney Level 16, No. 1 O Connell Street Sydney NSW 2000 Australia T +612 8922 8000 F +612 8922 8088 Tokyo Akasaka Tameike Tower 7th Floor 2-17-7, Akasaka Minato-ku Tokyo 107-0052 Japan T +81 3 5561 6600 F +81 3 5561 6699 Warsaw Norway House ul.lwowska 19 00-660 Warsaw Poland T +48 22 627 11 77 F +48 22 627 14 66 Washington, D.C. 2001 K Street NW Washington, DC 20006-1001 USA T +1 202 912 5000 F +1 202 912 6000 * s offices include a second office in London at 4 Coleman Street, London EC2R 5JJ. **Linda Widyati and Partners in association with.

2014, QFC Branch, 30th floor Tornado Tower, Al Funduq Street, West Bay, PO Box 32110, Doha, State of Qatar. International LLP is registered in England & Wales under No.OC333618. The firm's registered office is at 10 Upper Bank Street, London, E14 5JJ. The principal place of business of International LLP, QFC Branch, is at Suite B, 30th floor, Tornado Tower, Al Funduq Street, West Bay, PO Box 32110, Doha, State of Qatar. The firm uses the word 'partner' to refer to a member of the LLP or an employee or consultant with equivalent standing and qualifications. It is a law firm licensed by the QFCA. This publication does not necessarily deal with every important topic or cover every aspect of the topics with which it deals. It is not designed to provide legal or other advice. If you do not wish to receive further information from about events or legal developments which we believe may be of interest to you, please either send an email to nomorecontact@cliffordchance.com or by post at LLP, 10 Upper Bank Street, Canary Wharf, London E14 5JJ www.cliffordchance.com Abu Dhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Jakarta* Kyiv London Luxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh Rome São Paulo Seoul Shanghai Singapore Sydney Tokyo Warsaw Washington, D.C. *Linda Widyati and Partners in association with. J201412180046377