The Companies Memorandum of Association is a mandatory document required for establishing any company in Qatar under the Commercial Companies Law No. 11 of 2015. This document is essential during the company formation process and serves as the constitutional foundation throughout the company's existence. It must be prepared in Arabic (with optional English translation) and requires authentication by the Ministry of Commerce and Industry. The memorandum details crucial aspects such as shareholding structure, capital requirements, management framework, and business activities, while ensuring compliance with Qatar's foreign ownership restrictions and corporate governance requirements. It's particularly important for establishing the rights and obligations of shareholders, defining management powers, and setting out the company's operational framework in accordance with Qatari law.
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1. Parties: Details of the founding shareholders/partners, including their full names, nationalities, addresses, and identification details
2. Background: Brief context about the formation of the company and the parties' intention to establish it
3. Definitions: Key terms used throughout the document and their meanings
4. Company Name and Type: The official name of the company in Arabic and English, and its type (LLC, QPSC, etc.)
5. Company Objects: Detailed description of the business activities the company is authorized to undertake
6. Head Office: The official address and location of the company's headquarters in Qatar
7. Duration: The term of the company's existence (typically unlimited)
8. Capital: Details of the company's capital structure, including the amount and division of shares
9. Shareholding Structure: Distribution of shares among shareholders and types of shares
10. Management Structure: Governance framework, including managers/board members and their powers
11. General Assembly: Rules governing shareholder meetings and decision-making processes
12. Financial Year and Accounts: Specifications for financial year, accounting records, and profit distribution
13. Dissolution and Liquidation: Circumstances and procedures for company dissolution and liquidation
1. Pre-emptive Rights: Used when shareholders want specific rights regarding the purchase of new shares or transfer of existing shares
2. Tag-Along and Drag-Along Rights: Included for companies wanting specific share transfer mechanisms for minority/majority shareholders
3. Reserved Matters: When certain decisions require special majority or unanimous approval
4. Dispute Resolution: Specific dispute resolution mechanisms beyond standard court jurisdiction
5. Non-Competition: Restrictions on shareholders' involvement in competing businesses
6. Intellectual Property Rights: When the company has significant IP assets requiring specific provisions
7. Branch Offices: When the company plans to establish branches within or outside Qatar
1. Schedule 1 - Shareholders Information: Detailed information about shareholders including contact details and share certificates
2. Schedule 2 - Share Capital Distribution: Detailed breakdown of share capital allocation and payment status
3. Schedule 3 - Licensed Activities: Complete list of licensed business activities with their official codes
4. Schedule 4 - Initial Directors/Managers: Details of initial directors or managers including their powers and limitations
5. Schedule 5 - Signatory Powers: Matrix of authorized signatories and their respective powers
6. Appendix A - Shareholders' Resolution: Initial shareholders' resolution appointing management and approving establishment
7. Appendix B - Company Policies: Key internal policies and procedures referenced in the main document
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