The Amended Articles of Association becomes necessary when a Qatar-registered company needs to modify its constitutional document due to changes in shareholding, capital structure, management arrangements, or business activities. This document must align with Qatar's Commercial Companies Law No. 11 of 2015 and requires official approval from relevant authorities. The amendments typically reflect significant corporate changes such as capital increases, transfer of shares, modification of management structure, or alteration of business activities. The Amended Articles of Association must be executed in Arabic (with optional English translation) and requires notarization and registration with the Ministry of Commerce and Industry. For companies registered in the Qatar Financial Centre (QFC), additional regulatory requirements apply. This document serves as the cornerstone of corporate governance, defining updated shareholder rights, management responsibilities, and operational procedures.
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1. Parties: Identification of all shareholders/partners amending the Articles of Association
2. Background: Brief history of the company, reason for amendments, and reference to original Articles of Association
3. Definitions: Key terms used throughout the document
4. Company Name and Form: Legal name of the company and its corporate form under Qatari law
5. Company Objects: Detailed description of business activities the company is authorized to conduct
6. Head Office: Official registered address and provisions for branches
7. Duration: Term of the company's existence and renewal provisions
8. Share Capital: Amount of capital, number of shares, and value per share
9. Share Transfer Provisions: Rules and procedures for transferring shares
10. Management Structure: Composition of board/managers and their powers
11. Shareholders Meetings: Procedures for general and extraordinary meetings
12. Financial Year and Accounts: Financial year definition and accounting requirements
13. Profit Distribution: Rules for calculating and distributing profits
14. Dissolution and Liquidation: Circumstances and procedures for company dissolution
1. Foreign Investment Provisions: Required when there are foreign shareholders, detailing compliance with Law No. 1 of 2019
2. Preemptive Rights: Optional provisions giving existing shareholders priority in new share issuances
3. Tag-Along Rights: Optional provisions protecting minority shareholders in case of majority stake sale
4. Non-Competition: Optional restrictions on shareholders' competing activities
5. Executive Committee: Optional section for companies wanting an executive committee structure
6. Shariah Compliance: Required for companies operating under Islamic banking principles
7. Industry-Specific Provisions: Required for regulated industries like financial services or healthcare
1. Schedule 1 - Shareholder Information: Detailed list of shareholders with their respective shareholdings and nationalities
2. Schedule 2 - Share Capital History: Historical record of capital changes and share transfers
3. Schedule 3 - Commercial Registration: Copy of updated commercial registration details
4. Schedule 4 - Trade License: Copy of current trade license
5. Schedule 5 - Board Resolutions: Relevant board resolutions approving the amendments
6. Schedule 6 - Shareholders' Resolution: Resolution of shareholders approving the amendments
7. Appendix A - Powers of Attorney: If applicable, powers of attorney for signing the amendments
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