Doing business in Qatar - 10 Key Points

Qatar is one of the smaller Gulf states in terms of population and geographical area, but boasts the third largest natural gas reserves in the world. This abundance of natural resources coupled with recent legal liberalisation, economic diversification and a burgeoning economy mean that there are many opportunities for investment in Qatar.

These opportunities have been greatly enhanced by Qatar being chosen to host the Football World Cup in 2022.

Foreign investors are welcomed and various incentives are available to attract foreign capital, including tax and customs duty exemptions. Foreign investors can transfer their investments and profits can be repatriated as can proceeds of sale and capital on liquidation. Qatar is very much a market where local knowledge is key.

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Foreign Investment Restrictions
  • Foreign investors may only invest in Qatar in accordance with the provisions of the Foreign Capital Investment in Economic Activities Law (No. (13) of 2000), as amended
  • Foreign investors may invest in all parts of the national economy (other than those set out below) with a Qatari partner who must normally own at least 51% of the enterprise
  • Although exemptions apply in this regard, foreign investors may not invest in commercial agencies or, broadly speaking, real estate (for applicable exemptions to real estate investments, please see Property below. Approval from the Council of Ministers is required for foreign investment in banking or insurance
  • The Ministry of Economy and Commerce may permit foreign investors to own more than 49% and up to 100% of a company in specified sectors called the “Priority Sectors”, namely business consulting; technical services; information technology; cultural, sports and leisure services; distribution services; agriculture; manufacturing; health; tourism; development and exploitation of natural resources; energy and mining
  • Foreign capital is guaranteed against expropriation (although the State may acquire assets for public benefit on a non-discriminatory basis, provided full compensation for the value of the asset is paid) „„
  • Foreign capital in public shareholding companies listed on the Qatar Exchange is limited to 25% in aggregate, unless the articles of association of such company provide for a higher percentage
  • A foreign company which has a contract with the Government of Qatar or a quasi Government entity may register a branch office if it has entered into a contract in respect of a “government qualified project”
  • A company formed by the government or a government entity, or by a foreign entity with the government or a government entity (known as an “Article 68 Company”) is not subject to the Commercial Companies Law (No. (5) of 2002), as amended to the extent that certain provisions of that Law have been excluded in the company’s Articles of Association
  • A new Commercial Companies Law draft is being considered by the Ministry of Economy and Commerce . The new draft law is still being reviewed and is expected to be issued in 2013/2014
  • Gulf Cooperation Council (GCC) nationals under certain circumstances are treated the same as Qatari nationals. The Ministry of Economy and Commerce has put in place internal regulations by virtue of which GCC nationals can fully own a Qatari company, under certain exempted activities „„
  • The Engineering sector is regulated by the Urban Planning and Development Authority (UPDA) under the Ministry of Municipal Affairs and Urban Planning. International Engineering Consultancy firms that meet certain requirements as set-out by the UPDA can register a foreign branch to undertake engineering works without a Qatari partner
  • There is a separate and distinct regime for establishing companies in the Qatar Financial Centre which allows 100% foreign ownership and has been put in place to attract international financial services companies (and some support functions) to come to Qatar. That regime is explained in outline under 'Setting up in the QFC'.
Choosing the most appropriate business medium

Incorporating a company „„

  • A company is the normal vehicle where an on-going business is being set up
  • Various exemptions are available to attract foreign capital „„
  • Except for branches of foreign companies with government contracts and Trade Representative Offices or companies in specified sectors, most of the other cases will require a Qatari partner.

Branch office „„

  • Used where a foreign company is performing a specific government contract in Qatar
  • „„Authorised by the Ministry of Economy and Commerce where the project is “government qualified”
  • No need for a Qatari partner
  • Branch is registered to perform the specific government contract for which it is registered and cannot undertake work for the private sector „„
  • Branch will be fully taxable unless it is granted a special exemption.

Commercial Agency „„

  • The foreign company does not establish a presence in Qatar, but instead, a Qatari agent is appointed to market goods and services within Qatar
  • „„Exclusive agencies may be registered and are subject to the Commercial Agents Law (No. (8) of 2002). „„
  • Under a registered agency, commission is payable on all sales of the products within the territory even if the sales are not due to the activities of the agent
  • „„Termination of the agency will trigger compensation for the Qatari agent, including upon the expiry of a fixed term agency „„
  • Non registered agencies will be subject to the Commercial Law (No. (27) of 2006).

Trade Representative Office

  • „„It is possible to register a Trade Representative Office by virtue of the Minister of Economy and Commerce Decision No. (142) of 2006 regulating Trade Representative Offices „„
  • May only be used to promote a foreign company in Qatar so as to introduce it to Qatari companies and projects, through marketing and promotions „„
  • May not be engaged in selling or entering into contracts in Qatar. Business must be carried out by the foreign entity (where the contract can be performed substantially outside Qatar) or by a company or branch authorised to do business in Qatar.
Company structures

In addition to the list below, other possible legal entities under Qatari law include the Simple Partnership, the Joint Partnership and the Holding company. The participation of foreign capital in all companies is restricted to various levels.

If a foreign investor is permitted to own 100% of the company (by the Ministry of Economy and Commerce as a result of investing in certain specified sectors), a single person company can be used as the vehicle for such investment.

Single Person Company „„

  • Minimum capital of QAR200,000 (USD54,950) which must be fully paid up
  • „„Only one shareholder who owns 100% of the company’s shares „„
  • This type of company is often used by Qatari individuals (and by foreign investors who have obtained an exemption allowing them to invest in the Priority Sectors as provided for under the Foreign Investment Law) „„
  • Subject to the same legal provisions relating to limited liability companies unless specific provisions relating to single person companies apply.

Limited Liability Company „„

  • Minimum capital of QAR200,000 (USD54,950) which must be fully paid up„„
  • Must have at least 51% Qatari ownership unless an exemption has been obtained
  • The parties’ profit shares do not necessarily have to reflect their equity shareholdings „„
  • 10% of each year’s net profits must be kept within the company until the legal reserve stands at 50% of the share capital „„
  • May not raise capital by public subscription and may not issue freely transferable shares or bonds „„
  • Shares may only be transferred after they have first been offered to the other shareholders by way of pre-emption, unless the other shareholders have agreed to waive their right „„
  • May not accept deposits, carry out banking or insurance business or provide investment services on behalf of third parties.

Shareholding Company „„

  • There are two types of shareholding companies: privately and publicly held (publicly held shareholding companies are usually listed on the Qatar Exchange) „„
  • Minimum paid up capital for a public shareholding company must be QAR10 million (USD2,746,574) for an unlisted company and QAR40 million (USD10,986,295) for a listed company. However, a private shareholding company must have a minimum capital of QAR 2 million (USD547,945)
  • „„Number of shareholders must not be less than five (or not less than 30 if listed on the Qatar Exchange)
  • „„Memorandum and Articles of Association are in a prescribed form and any deviations from such form are subject to the approval of the Commercial Companies Department at the Ministry of Economy and Commerce.

Article 68 Company „„

  • In this case, an Article 68 Company may (subject to approval by the Ministry of Economy and Commerce) be formed with a foreign company by either (1) the Qatari government; or (2) a public entity or corporation which is not less than 51% owned by the State of Qatar. However, where the State of Qatar owns less than 51% of the public entity or corporation which is forming the Article 68 Company, then Council of Ministers’ approval is additionally required
  • Falls outside the Commercial Companies Law to the extent that certain provisions of that law have been excluded in the company’s Articles of Association.
Commercial registration and other formalities

As part of the company incorporation procedures, Simmons & Simmons will use its own PROs (public relations officers or liaison officers) to carry out all the necessary registration formalities. However, once a company has been established, it will normally either employ a PRO or hire a PRO from a third party service provider. Such a PRO will be invaluable for obtaining residence permits, driving licences and telephone, power and water connections etc and their renewals.

Company Formation

The following are required in order to incorporate a company and obtain a Commercial Registration:

  • Memorandum & Articles of Association in Arabic which conform with the standard form provided by the Ministry of Economy and Commerce and have been approved by the Ministry
  • notarised, authenticated and consularised copies of the foreign company’s Certificate of Incorporation, Memorandum and Articles of Association and board resolution or power of attorney authorising someone to act on its behalf to establish a company in Qatar
  • „„letter from a Qatar bank indicating the deposit of the share capital at that bank (minimum of QAR200,000 – (USD54,950)
  • Qatar Chamber of Commerce Registration.

Once the company has been incorporated and the Commercial Registration issued, the share capital can be released to the company’s directors or the general manager for the purposes of running the company. The following licences must then also be obtained:

  • „„a lease contract for the office of the company
  • municipal licence
  • „„signage licence
  • „„immigration card.

Branch Office

The following are required in order to register a branch office and obtain a Commercial Registration:

  • „„letter of support from the Qatar government entity to whom the services will be rendered
  • copy of the contract with the Qatar government entity
  • authorisation from the Ministry of Economy and Commerce to establish a branch
  • „„notarised, authenticated and consularised copies of the foreign company’s Certificate of Incorporation and Memorandum and Articles of Association
  • „„a notarised, authenticated and consularised power of attorney from the foreign company to the manager of the branch
  • Qatar Chamber of Commerce Registration.

Once the branch has been approved and the Commercial Registration issued, the following licences must also be obtained:

  • „„a lease contract for the office of the company
  • municipal licence
  • signage licence
  • immigration card.

If applicable, the company/branch may also need to be entered in the Importers’ Register and/or Contractors’ Register.

Taxation

Companies

  • A new Income Tax Law (No. (21) of 2009) (the Tax Law) came into force 01 January 2010. This law repealed Law No. (11) of 1993 and brought along a number of changes, most importantly establishing a flat 10% corporate tax rate, replacing the sliding scale tax rate applicable before January 2010
  • A 10% flat rate income tax is levied on businesses other than those wholly owned by Gulf Cooperation Council (GCC) nationals. However, where special agreements have been concluded between the Qatar government and foreign companies in the oil and gas industry and for the development of natural wealth and resources, the tax rates specified in the agreements will continue to apply. If the agreement does not specify a tax rate, then a tax rate of 35% is expected to apply in those sectors
  • However, the share of profits of the Qatari or GCC partner in a business is exempt from tax
  • The Tax Law imposes tax on “the Aggregate Taxable Income of the tax payer arising from sources in Qatar during the preceding tax year.” Tax liability applies not only in relation to income arising from sources in Qatar, but also in relation to commissions payable under agency agreements, brokerage or commercial representation realised outside Qatar in connection with activities conducted inside Qatar
  • Income arising from sources in Qatar includes income arising from: any activity intended to make profit in Qatar, implementation of contracts, real properties, sale of shares in Qatari companies or companies listed on Qatar Exchange, services supplied to head offices, branches or associated companies, interest on loans obtained in Qatar, income arising from the exploration, drilling or utilisation of natural resources, and taxable income in accordance with double taxation treaties
  • The Tax Law established a new withholding tax regime on payments to non-residents, as follows:
    • 5% (five percent) of the gross amount of royalties and technical fee
    • 7% (seven percent) of the gross amount of interest, commissions, brokerage fees, director’s fees, attendance fees and any other payments for services carried out wholly or partly in the State of Qatar
  • A tax exemption can be granted under the Tax Law for a period of up to six years for major projects if they meet certain criteria
  • Some countries have double tax treaties with Qatar, e.g. France, Russia, China, Switzerland and the United Kingdom. If there are no double tax treaties, unilateral relief may be available.

Individuals

There is no income tax on personal salaries.

Customs duty

The GCC has a customs union whereby the duty is 5% on most items imported into GCC countries. Once in Qatar, products may be exported to other GCC countries freely without further duties. Exemptions from customs duty can be obtained for the import of equipment relating to a particular project as can exemptions from customs duty for the import of primary or semi-manufactured materials where they are not available locally. In addition to customs duty, legalisation fees are payable on import documentation.

Property

The following forms of ownership are permitted in Qatar:

Freehold

Freehold ownership is mainly restricted to Qatari nationals.

GCC nationals may own land without restriction in three designated areas managed by Qatari Diar. These are Lusail, Fox Hills and Al Khuraj.

Foreign nationals may own real estate only in specific designated projects, namely the Pearl-Qatar, West Bay Lagoon and Al Khor Resort projects.

Usufructuary rights

“Usufructuary” rights are rights in real estate granting the recipient the right to use and occupy property belonging to another person for a defined period of time (or, if undefined, the life of the recipient) and in accordance with the terms and conditions contained in the instrument that creates the right. The rights granted under a usufructuary arrangement attach to the land and create a legal interest in the property. Non-Qataris can hold usufructuary rights in property used for both residential and commercial purposes for a period of up to 99 years in 18 designated investment areas.

Leasehold rights

A lease will only grant to the tenant a personal right. The lease will be enforceable against the original landlord, but is not directly enforceable against third parties, and may not be enforceable against a new owner of the property.

The tenant does not have the right to assert and protect his rights in the leased property in his own name.

The personal rights granted under a lease are not capable of being mortgaged as they do not amount to ‘property’ in their own right (although security may be taken by a lender by way of an assignment of the lease from the tenant to the lender in the event of a default by the tenant). The relationship between landlord and tenant is largely regulated by Law No. (4) of 2008 which, amongst other matters, established a designated committee within the Doha Municipality to deal with lease disputes.

Registration of title

All transactions which establish, transfer, alter, cancel or terminate property rights or other rights attached to land must be registered. Any unregistered contracts have no effect other than as personal obligations between the contracting parties.

The Land Registration Department records all rights over land and any changes that might take place in respect of them. Interested parties, judicial authorities or experts appointed by them have access to such records.

Commercial contracts choice of law and jurisdiction

Once a business entity has been established it will need to protect its interests when contracting with other entities. „„

  • The parties to an international contract are free to choose the law and jurisdiction which will govern that contract (if they do not choose an applicable law, the contract will be governed by the Civil Code Law (No. (22) of 2004))
  • The parties may also agree in writing to refer disputes to arbitration
  • „„Qatar has acceded to the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards(1958) (the New York Convention). Therefore, arbitration awards made in countries that are party to this convention, should be enforceable in Qatar according to the provisions of the convention.
Intellectual property

With a booming economy in Qatar, adequate protection of intellectual property (IP) is essential for promoting predictability, consistency and transparency, all of which are crucial components in creating a stable and free market economy. IP protection gains particular importance in Qatar with the establishment of the Qatar Science and Technology Park which aims to attract:

  • „„internationally renowned companies to set up research and development centres
  • „„start up companies from internally generated or externally acquired IP.

Although not strictly monitored or enforced, Qatar has enacted several intellectual property laws in compliance with its World Trade Organisation obligations.

Trademarks

  • „Trademarks can be registered at the Trademark Office
  • Registrations are valid for 10 years from the date of filing (renewable)
  • „„Trademarks can be cancelled if not used for periods of five consecutive years in Qatar
  • The international classification of goods and services is used and a separate application must be made for each class
  • „„Non Qataris have the same rights as Qataris provided that their country treats Qatar reciprocally.

Copyright

  • The Copyright Law (No. (7) of 2002) protects original literary and artistic works including computer programmes and databases which are creative in the selection and arrangement of their subject matter
  • „„Materials are registered at the Qatar Copyright Office in order to be protected
  • Protection extends, inter alia, to non-Qataris whose work is first published in Qatar or is published in another country and then published in Qatar within 30 days of the first publication date, and to works protected by international agreements
  • „„The Copyright Law repealed the predecessor law (No. (25) of 1995) and provides protection for original works including:
    • books, pamphlets and other writings
    • works, delivered orally such as lectures
    • plays and musicals
    • music
    • choreographic work
    • audio-visual work
    • photographs
    • applied art (handicrafts and industrial)
    • drawings and paintings
    • computer programmes.

The protection is extended to works derived from the above list. The protection does not extend to laws, legislation, judgements, international conventions and all other official documents and their translations.

Patents

  • „„Patent Law (No. (30) of 2006) provides for registration of inventions and foreign patents at the Qatar Patent Office
  • „„A GCC patent can be obtained by filing at the Patent Office in Riyadh, Saudi Arabia.

 Design Rights

  • Industrial designs and models can be registered under the Trademark Law (No. (9) of 2002)
  • „„Protection lasts for five years (renewable for two further five year periods).
Setting up in the QFC

Introduction

The Qatar Financial Centre (QFC) is a financial and business centre established by the Government of Qatar and located in Doha. The QFC is intended to provide an environment to attract international and domestic financial services institutions and major multi-national corporations and to encourage participation in the growing market for financial services in Qatar and elsewhere in the region. The QFC aims to operate to international standards and provides a first class legal and business infrastructure for those doing business within the centre.

The QFC is operated by the Qatar Financial Centre Authority (QFCA), which is responsible for the commercial strategy and business development for the centre and provides its administrative functions. The QFC Regulatory Authority (QFCRA) is the independent regulatory body that has powers to authorise, supervise and discipline QFC firms and individuals. Finally, there is a QFC Companies Registration Office (CRO) which can register limited liability companies and limited liability partnerships within the QFC, and branches of foreign companies operating within the QFC.

Ways of setting up in the QFC

An applicant firm can establish a presence in the QFC to carry out what are called “Permitted Activities”. Permitted Activities are, broadly speaking, financial services or services found in support of financial services businesses, together with a number of related or corporate headquarters type activities.

Permitted Activities are divided into Non-Regulated and Regulated Activities. The regulation process differs depending on the scope of the activities which the applicant firm wishes to undertake.

Non-Regulated Activities „„

  • Non Regulated Activities are activities which do not require extensive supervision. Current QFCA guidance states that the following are likely to be considered Non-Regulated Activities:
    • the business of ship broking and shipping agents
    • the business of 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
    • the business of providing professional services including but not limited to audit, accounting, tax, consulting and legal services
    • activities of holding companies, and the provision, formation, operation and administration of trusts and similar arrangements of all kinds
    • and the business of provision, formation, operation and administration of companies.
  • If an applicant firm wishes to conduct one or more Non-Regulated Activities, it must be (1) registered with the CRO and (2) licensed by the QFCA

Regulated activities „„

  • Regulated Activities are those financial services (such as banking, insurance or securities businesses) that require close and continuing scrutiny to ensure prudential soundness and proper conduct of those businesses. 
  • Current QFCA guidance states that the following constitute Regulated Activities:
    • deposit taking
    • providing credit facilities
    • providing custody services
    • dealing in investments
    • managing investments
    • advising on investments
    • deals in investments
    • arranging credit facilities
    • arranging the provision of custody services
    • operating a collective investment fund
    • carrying out a contract of insurance
    • and effecting of insurance
  • If an applicant wishes to conduct one or more Regulated Activities, it must be (1) registered with the CRO; (2) licensed by the QFCA; and (3) most importantly, authorised by the QFCRA. An applicant firm may only conduct the particular Regulated Activities if it has been granted a specific authorisation by the QFCRA.
Staff and local customs
  • A “Qatarisation” initiative is in place which aims to increase the number of Qatari nationals in the public sector workforce. The Labour Law (No. (14) of 2004), as amended also introduces Qatarisation initiatives for certain private sector entities. The employment of Qatari nationals is one of the criteria taken into account when tax exemptions are granted
  • Except for Qatar Petroleum (and its related companies), security guards, housemaids and agricultural workers, all private contracts of employment are governed by the Labour Law. Such contracts must be in Arabic (or bi-lingual) and approved and registered with the Ministry of Labour and Social Affairs
  • Companies established and regulated under the QFC have their own different employment regulations governing the relationship between the QFC employer and the QFC employees
  • In particular, employers outside the QFC should be aware of the requirement to pay an end of service benefit to employees who have been employed for at least 12 months. Such benefit must not be less than three weeks salary for every year of employment
  • „„Companies will need to obtain residence and work permits for their expatriate staff. „„
  • All expatriate employees must be sponsored by their corporate employer who is responsible for them while they are in Qatar
  • Finally, a ‘soft’ point, employers should provide their staff (both those based in Qatar and those to whom they will be reporting in the head office) with a briefing on local culture and customs.