The Memorandum and Articles of Association is a mandatory document required for company incorporation in Qatar, regulated primarily by the Commercial Companies Law (Law No. 11 of 2015). This document serves as the company's constitution, establishing its legal existence, defining its objectives, and setting out the rules for its operation and governance. It must be prepared when establishing any new company in Qatar and includes crucial information such as the company's name, objectives, capital structure, management framework, and shareholder rights. The document needs to comply with specific requirements based on the company type (such as LLC, PJSC, or QFC entity) and must be approved by the relevant authorities, including the Ministry of Commerce and Industry or the Qatar Financial Centre Authority, as applicable. It forms the basis for all corporate actions and decisions throughout the company's existence.
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1. Introduction and Incorporation: States the establishment of the company under Qatari law and identifies the founding shareholders
2. Definitions and Interpretation: Defines key terms used throughout the document and interpretation rules
3. Company Name and Type: Specifies the official company name in Arabic and English, and the type of company being established
4. Company Objectives: Details the permitted business activities and scope of operations
5. Head Office and Branches: States the location of the company's registered office and provisions for establishing branches
6. Duration: Specifies the term of the company's existence
7. Capital and Shares: Details the company's capital structure, share values, and types
8. Share Transfer and Dealing Restrictions: Sets out rules for transfer of shares and any pre-emption rights
9. Management Structure: Defines the management framework, including board composition and authorities
10. Shareholders' Meetings: Details procedures for general assemblies and shareholder voting
11. Financial Affairs and Accounts: Covers financial year, accounts, auditing, and profit distribution
12. Dissolution and Liquidation: Procedures for company dissolution and liquidation
1. Share Classes and Rights: Required for companies with multiple share classes, detailing different rights and privileges
2. Executive Committee: For larger companies requiring an executive committee structure
3. Shariah Board: For companies operating under Islamic banking principles
4. Tag Along and Drag Along Rights: For companies with sophisticated shareholder arrangements
5. Non-Competition Provisions: For companies requiring specific protection against shareholder competition
6. Conflict Resolution Mechanisms: Detailed dispute resolution procedures beyond standard arbitration clauses
1. Schedule 1: Details of Founding Shareholders: Contains full details of all founding shareholders including names, nationalities, and shareholding percentages
2. Schedule 2: Share Capital Distribution: Detailed breakdown of share capital allocation and payment status
3. Schedule 3: Company's Activities: Comprehensive list of licensed business activities
4. Schedule 4: Board Powers: Detailed list of powers granted to the board of directors
5. Schedule 5: Reserved Matters: List of decisions requiring special majority or unanimous approval
6. Appendix A: Proxy Form: Standard form for appointing proxies at general assemblies
7. Appendix B: Share Certificate Template: Template for share certificates if physical certificates are issued
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