Law & Regulation
Law No. 11 of 2015 Promulgating the Commercial Companies Law
The Law supplies the principal general-law architecture for commercial companies established in Qatar. It identifies permitted company forms and governs formation, constitutional documentation, capital, management, partner or shareholder rights, accounts, audit, restructuring, dissolution and liquidation.
Legal Significance
What This Instrument Does
The Law supplies the principal general-law architecture for commercial companies established in Qatar. It identifies permitted company forms and governs formation, constitutional documentation, capital, management, partner or shareholder rights, accounts, audit, restructuring, dissolution and liquidation. Different parts apply to different forms, including limited liability companies and public or private shareholding companies. For an infrastructure transaction, the Law does not create the project concession, procurement entitlement or foreign-investment approval. It establishes the corporate vehicle through which sponsors may invest, contract, hold assets and undertake governance. Project-specific requirements remain in the relevant procurement, PPP, investment, sector and contractual framework.
Why It Matters
Sponsors and lenders need to know whether the proposed project company can be validly formed, capitalised, governed and bound by transaction documents. Corporate approvals, authority of managers and boards, restrictions embedded in the chosen company form, shareholder decision mechanics, accounts and distributions all affect closing and ongoing covenant compliance. The 2021 amendment strengthened transparency and governance-related elements, making reliance on an unamended 2015 summary unsafe.
Key Provisions
- Permitted company forms
The recognised legal forms and the structural rules differentiating partnerships, limited liability companies and shareholding companies.
- Incorporation and constitutional documents
Formation requirements, registration-facing documentation and the legal effect of the memorandum/articles applicable to the chosen form.
- Legal personality and corporate capacity
The point at which the company operates as a separate legal person and the framework within which it undertakes business and contracts.
- Capital and contributions
Rules governing subscribed capital, contributions, shares or quotas and changes to the capital structure.
- Management and representation
Appointment, authority, duties and accountability of managers, directors and other authorised representatives.
- Partner and shareholder decisions
Meeting, voting, resolution and reserved-decision architecture relevant to governance and sponsor controls.
- Ownership and transfers
Rules affecting transfers of shares or interests, pre-emption or approval mechanics where applicable to the company form.
- Public shareholding governance
Additional governance, disclosure and market-facing controls applicable to public shareholding companies.
- Accounts, audit and reserves
Preparation and approval of accounts, auditor functions, recordkeeping and statutory financial discipline.
- Profit distributions and loss treatment
Conditions and corporate processes affecting lawful distributions and allocation of profits or losses.
- Transformation, merger and restructuring
Procedures for changes of form, combinations and corporate reorganisations.
- Dissolution and liquidation
Triggers, procedures and authority for winding up the company and dealing with its remaining affairs.
When You Would Use This
Project-company structuring
Selecting and testing the corporate form proposed for an SPV, including governance and capital implications.
Sponsor and shareholder arrangements
Checking whether SHA reserved matters, transfer rights and funding obligations can operate consistently with mandatory company law.
Financing due diligence
Confirming incorporation, capacity, corporate approvals, authorised signatories, capital and standing before finance documents are executed.
Equity transfer or change of control
Assessing corporate transfer procedures alongside concession, PPP, financing and foreign-investment consents.
Corporate authorisations
Designing board, manager and shareholder approvals for bids, project contracts, security and financing.
Distribution review
Testing proposed dividends or other shareholder payments against company-law and finance-document constraints.
Reorganisation or exit
Reviewing merger, conversion, dissolution or liquidation mechanics alongside transaction documents.
InfraLex Relevance
The Law is a core enabling instrument for infrastructure investment because most privately delivered projects require a legally competent corporate counterparty. It lets users distinguish corporate-validity and governance questions from foreign-ownership, procurement, concession and financing questions that live elsewhere in the framework.
Legal Framework Position
- Companies & CorporatePrimary / Framework Instrument
Related / Implementing Instruments
Instrument Overview
- Official Citation
- Law No. (11) of 2015
- Instrument Type
- Law / Act
- Source Language
- Arabic
- Enactment Date
- 16 June 2015