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Articles of Association
I need Articles of Association for a newly established limited liability company in Qatar, outlining the company's purpose, share capital, management structure, and decision-making processes, while ensuring compliance with Qatari commercial laws and regulations.
What is an Articles of Association?
Articles of Association form the core rulebook for how a company operates in Qatar, laying out everything from shareholder rights to board meeting procedures. This vital document works alongside the Memorandum of Association under Qatar's Commercial Companies Law No. 11 of 2015, setting the internal management rules that keep a business running smoothly.
Once registered with Qatar's Ministry of Commerce and Industry, these Articles become legally binding on the company and its members. They cover key aspects like share transfers, director appointments, voting procedures, and dividend distributions. Companies can modify their Articles later through special shareholder resolutions, giving businesses flexibility to adapt as they grow.
When should you use an Articles of Association?
You need Articles of Association when establishing any new company in Qatar, as it's a mandatory requirement under Commercial Companies Law No. 11 of 2015. This document becomes especially crucial during key business moments: launching operations, bringing in new shareholders, changing your management structure, or expanding into new business activities.
The Articles protect your interests when dealing with internal disputes, clarifying voting rights, or handling share transfers. They're particularly important for foreign investors setting up in Qatar Free Zones or partnerships between local and international businesses, as they establish clear governance rules that align with both Qatari regulations and international standards.
What are the different types of Articles of Association?
- Memorandum And Articles Of Association: Combined foundational document for Qatari companies, covering both establishment and operational rules
- Company Articles Of Association: Standard version for limited liability companies, focusing on internal governance and shareholder relationships
- Bespoke Articles Of Association: Customized version for complex business structures or specific industry requirements
- Companies Memorandum Of Association: Emphasizes company formation details and external relationships with third parties
Who should typically use an Articles of Association?
- Company Founders: Create and approve the initial Articles of Association during company formation in Qatar, setting core governance rules
- Legal Counsel: Draft and review the Articles to ensure compliance with Qatari law and protect stakeholder interests
- Board Members: Follow and implement the Articles' provisions for company management and decision-making processes
- Shareholders: Bound by the Articles' terms regarding voting rights, share transfers, and dividend distributions
- Ministry Officials: Review and register the Articles as part of the company registration process at Qatar's Ministry of Commerce
How do you write an Articles of Association?
- Basic Company Details: Gather legal name, trading name, registered office address, and company objectives
- Ownership Structure: List all shareholders, their nationalities, and proposed share capital distribution
- Management Framework: Define board composition, director appointment rules, and decision-making processes
- Capital Requirements: Determine initial capital, share types, and any transfer restrictions under Qatari law
- Governance Rules: Outline voting procedures, shareholder meetings, and profit distribution methods
- Documentation Platform: Use our system to generate a legally-compliant template that incorporates all these elements automatically
What should be included in an Articles of Association?
- Company Identity: Full legal name, type of company, registered office, and business objectives
- Capital Structure: Share capital amount, types of shares, and value per share in Qatari Riyals
- Shareholder Rights: Voting procedures, profit distribution rules, and transfer restrictions
- Management Framework: Board composition, appointment methods, and meeting procedures
- General Assembly: Meeting protocols, quorum requirements, and voting mechanisms
- Dissolution Rules: Procedures for company liquidation and asset distribution
- Legal Compliance: References to Qatar Commercial Companies Law and relevant regulations
What's the difference between an Articles of Association and a Memorandum of Association?
The Articles of Association are often confused with the Memorandum of Association in Qatar's legal framework, but they serve distinct purposes. While both documents are crucial for company formation, they focus on different aspects of corporate governance.
- Internal vs External Focus: Articles of Association govern internal operations and relationships between shareholders, while the Memorandum deals with external relationships and company powers
- Scope of Content: Articles detail day-to-day management rules, voting procedures, and share transfers, whereas the Memorandum states the company's objectives, capital structure, and legal identity
- Modification Process: Articles can be amended through special shareholder resolutions with Ministry approval, but changing the Memorandum often requires more complex procedures and regulatory oversight
- Legal Requirements: Under Qatari law, both documents must be submitted together for company registration, but they serve complementary rather than overlapping functions
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