Corporate Changes

Managing Challenges in Business Across Borders – Thinking Globally, Acting Locally.

Businesses face a lot of risks from internal and external events that affect their operational efficiency. Once of the worst-case scenarios is to have operations on hold due to company licenses, changes in corporate structure and management.

At Fusion, we advise on best local practices for international companies to successfully implement corporate strategy, as well as to restructure their existing setup. Not only would you have a tentative estimated timeline in place with milestones, but also full consultation and operational support. That is, Fusion may draft the requirements for you to review and confirm how you wish to proceed. Our experienced Legal Pro team will liaise with the Ministry of Commerce and Industry (“MOCI”) for most up to date information and execution of all corporate changes.

Most common questions include:

What is the timeline for the company set up in Qatar?

How much is the share capital investment?

What are the commercial activities required for our specific oil and gas operations?

What commercial activities allow for import of goods?

How do we obtain the same commercial company name as our parent company?

What is the local management structure, does it require for Managers to have Qatar ID?

If the current GM leaves, what are the requirements and timeline to appoint a new GM?

Is it possible to have several Managers nominated in the Articles of Association, with different powers?

What are the requirements for an authorised bank signatory to be appointed?

We changed company name in home country, how do we implement that in Qatar?

How long does it take to execute share transfer and who can sign for it?

We are looking for a new local Qatari partner, what are the requirements to change local partner?

And more..

At Fusion, We Provide Invaluable Local Advice and Solutions for Corporate Changes.

• Connecting the dots between international and local legal practices
• Pros & Cons of Individual VS. Corporate Shareholding
• Share Transfer Guidelines
• Change of Local Qatari Partner
• Change of Foreign Partners
• Share Sale and Purchase Agreement
• Changes of Commercial Name
• Change of General or Country Managers
• Corporate Bank Account Authorizations Guidance
• And more..

EXAMPLE: REQUIREMENTS FOR SHARE TRANSFER


STEP 1

New & Old Shareholder Requirements

First, it is required to have all documents in place for both the seller and the buyer. For corporate shareholding, all foreign documents will need to be fully attested for official use in Qatar, including a Power of Attorney for the sale/purchase of shares.

STEP 2

Share Sale and Purchase Agreement (SPA)

The official agreement required for share transfer is called a Share Sale and Purchase Agreement (SPA). Fusion may assist with drafting such an agreement, based on official templates. If you are looking for a new local Qatari partner, we will check the company position and requirements for the share transfer to Fusion Middle East

STEP 3

Tax NOC From General Tax Authority (GTA – Dhareeba)

For share transfer that includes any foreign shareholding, the company will be required to provide a Tax Noc, stating that there are no pending obligations towards the General Tax Authority (GTA) that would block the process. Your local auditors may assist with such requests through Dhareeba online tax portal.

STEP 4

Approval From Ministry of Labour (MOL)

In order for a change of shareholding/ownership to happen, the company is required to obtain approval from the Ministry of Labour (MOL) stating that all salaries have been paid on time and there is no related company block in the Wages Protection System (WPS).

STEP 5

Approval From Ministry of Commerce and Industry (MOCI)

Ministry of Commerce and Industry (MOCI) is required to approve the shareholding ratio and the terms of the Agreement, as once it is fully executed the change of shareholding will need to be filed at MOCI and reflected on Commercial Registration.

STEP 6

Approval from Ministry of Justice (MOJ) and notarization

Finally, the authorized representatives of both buyer and the seller are required to have their signatures on the agreement witnessed at the Ministry of Justice (MOJ), by the Notary Public. Once notarized, the SPA is considered to be fully executed and changes may be recorded in company licenses and documents.

STEP 7

Commercial Registration (CR)

The Sale Share and Purchase Agreement, after it is fully executed, has to be submitted to the Ministry of Commerce and Industry (“MOCI”) and the change of shareholding must be recorded in Commercial Registration. Until this is completed, the SPA is considered a standalone document, and the possibility to effect the change will expire in a couple of months unless logged in MOCI and on Commercial Registration.

STEP 8

Recommended: Amendment to Articles of Association (AAOA)

Finally, after Commercial Regsiatrtion, all of the changes should be reflected in the Amendment to the Articles of Association (AAOA). AAOA is to be signed by authorized representatives of all shareholders in front of the Notary Public, Ministry of Justice.

STEP 9

Final considerations..

Please be reminded that with the change of shareholding, there may be changes in authorized signatories required on company licenses, updates of company records for corporate banking, etc. You may reach out to us at Fusion for guidance, and any questions and concerns.