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Manager(s)/Board of Managers

A Limited Liability Company (“LLC”) registered in Qatar requires at least one Manager, also termed as a Managing Director (“MD”) in a singular position, who may be one of the Shareholders as long as such Shareholder is a natural person. The Manager(s) has full authority to manage the Company unless the Articles of Association (“AoA”) provides otherwise. Provisions governing management of an LLC would also apply to a LLC owned by a single Shareholder.

[...]

Division of Duties: The Manager(s) listed in an LLC’s commercial registration records may be assigned complete or discrete authority (i.e. ’full authority’, ’financial authority’, ’immigration authority’). An MD listed with full authority is the authorized representative of the LLC, to which their actions are binding on the Company and he/she would represent the company it before the courts and third parties.

Composition: The Shareholder(s) may decide either to appoint a MD or form a Board of Managers (BoM) composed of the Managers. The former can be done via a Shareholder’s Resolution and the latter of which is to be set out in the AoA. The details of the Manager(s) (names and nationalities, and whether they are a Shareholder) must be included in the AoA at the time of incorporation in order to be registered in the Commercial Registration Department. An LLC is comprised of at least 1 Shareholder, up to a maximum of 50.

Appointment/Dismissal Competence: The appointment of the Manager(s) must be included in the AoA at the time of incorporation in order to be registered in the Commercial Registration Department. Generally, the appointment or dismissal of the Manager(s) would be through voting at a GM. Any resolution issued on the replacement of Manager(s) shall not apply to a third party until registration in the Commercial Register.

Alternates: N/A.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Qatar on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Sultan Al-Abdulla & Partners before actually changing any board members in Qatar.

Appointment (by the General Meeting)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of the GM.

Convening notice.

Yes, to be signed by the General Manager.

At least 21 calendar days prior to the GM.

No.

No.

Yes, if approved by all Shareholders.

Notice to be sent to the Shareholders.
2

GM.

GM Minutes/ Shareholders Resolution.   

Yes, to be signed by the Shareholders’ representatives.

At the date stipulated at the convening notice (unless waived, cf. Step 1).

Yes.

No.

Yes, and a physical meeting is always needed (unless the AoA provides otherwise).
3

Updating the LLC’s Commercial Register under the Ministry of Economy and Commerce.

(i) Ministerial application form;

(ii) GM Minutes/ Shareholders Resolution.

Yes, to be signed by an authorized signatory (listed in the Commercial Register).

Within 30 calendar days of the GM. 

Yes, original hard copies are needed.

Yes, a Company stamp is required.

No.
1
Step 1
>21 days*
2
Step 2
0 days
3
Step 3
0-30 days

0-51 days**

*However, less than 21 days possible if Step 1 is waived.

**The possible need for a physical meeting may take additional time.
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Dismissal (by the General Meeting)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of the GM.

Convening notice.

Yes, to be signed by the General Manager.

At least 21 calendar days prior to the GM.

No.

No.

Yes, if approved by all Shareholders.

Notice to be sent to the Shareholders.
2

GM.

GM Minutes/ Shareholders Resolution.

Yes, to be signed by the Shareholders’ representatives.

At the date stipulated at the convening notice (unless waived, cf. Step 1).

Yes.

No.

Yes, and a physical meeting is always needed (unless the AoA provides otherwise).
3

Updating the LLC’s Commercial Register under the Ministry of Economy and Commerce.

(i) Ministerial application form;

(ii) GM Minutes/ Shareholders Resolution.

Yes, to be signed by an authorized signatory (listed in the Commercial Register).

Within 30 calendar days of the GM. 

Yes, original hard copies are needed.

Yes, a Company stamp is required.

No.
1
Step 1
>21 days*
2
Step 2
0 days
3
Step 3
0-30 days

0-51 days**

*However, less than 21 days possible if Step 1 is waived.

**The possible need for a physical meeting may take additional time.
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Sultan Al-Abdulla & Partners has provided all input about changing board members in Qatar. [...] Established in 1999 by Sultan Al-Abdulla, one of Qatar’s most experienced and respected lawyers, Sultan Al-Abdulla & Partners (“SAP”) is a full-service law firm based in Qatar. SAP provides a wide range of legal services in both contentious and non-contentious matters with particular expertise in corporate law and regulation.

For more information about Sultan Al-Abdulla & partners and changing board members in Qatar, please use the below contacts:

TEL: +974 44 42 0660
EMAIL: info@qatarlaw.com
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