Fee quote

Board of Directors

A Public Shareholding Company (“PSC”) registered in Qatar requires an organizational structure that consists of an elected Board of Directors (“BoD”) as specified in the Qatar Commercial Companies Law. The BoD undertakes the management of the PSC, subject to any conditions in the Articles of Association (“AoA”) regarding the Company’s structure. The structure of a Private Shareholding Company mirrors that of a PSC, unless the AoA stipulates otherwise.

[...]

Division of Duties: The BoD has the broadest powers possible for undertaking activities required by the Company's objective, unless the AoA or the law limits such responsibility. The following are some of the duties assigned to the BoD: holding at least 6 BoD Meetings during the Company's financial year, preparing reports on the Company’s activity and financial position, and assisting the General Meeting (“GM”). Furthermore, the Chairman of the BoD acts as the representative of the Company before third parties and the courts.

Composition: The AoA determines the number of BoD members, providing that the members shall not be less than 5 and no more than 11. The BoD shall also consist of a Chairman and Vice Chairman who hold their respective positions for the duration of 1 year, unless specified otherwise in the AoA. Eligibility to be a BoD member requires candidates to meet certain prerequisites including age restrictions, personal integrity and background clearance checks, and stock ownership in the Company.

Appointment/Dismissal Competence: The process of appointment is generally stipulated in the AoA or by way of election through a Secret Ballot by the GM. As an exception, the Founders of the Company may also appoint the first BoD. BoD membership cannot exceed a period of 3 years, except for the first BoD where membership is permitted for a period of up to 5 years. A BoD member may withdraw from the BoD, providing that it is at a suitable time; otherwise, that BoD member shall be liable to the Company for early withdrawal. It is also permissible for the GM to dismiss the Chairman or any of the BoD members upon a proposal made by the BoD by absolute majority or upon a request signed by a number of Shareholders representing no less than a quarter of the subscribed capital of the Company.

Alternates: If the State owns shares in a PSC, it may directly delegate representatives to the BoD instead of appointing them through the Secret Ballot system. These State representatives are selected based on stock ownership in the Company, and such representative would be deducted from the total number of permissible BoD members.

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)
Download/print Checklist Fee quote
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of the GM.

Convening notice.

Yes.

At least 15 calendar days prior to the GM.

No.

No.

Yes, if allowed in the AoA and only in Private Shareholding Companies in which the governmental and public entities hold not less than 51% of the share capital.

Notice shall be sent to the Companies Control Department and all Shareholders. The notice must be announced in 2 daily local newspapers, at least 1 of which is issued in Arabic, and on the financial market authority’s website and the Company's website, if any.
2

GM (Secret Ballot).

Minutes of the GM.

Yes, the Minutes to be signed by the Chairman and the Secretary of the GM.

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

Yes.

No.

No, and a physical meeting is always needed (unless the AoA provides otherwise and only in Private Shareholding Companies in which the governmental and public entities hold not less than 51% of the share capital). 

Election of BoD members in publicly listed companies shall be carried out according to the governance regulation issued by the Qatar Financial Markets Authority.
3

Updating the Companies Control Department with the BoD list.

(i) Updated list of BoD Members;

(ii) Copy of the GM Minutes.

Yes, BoD list to be signed by the Chairman.

Within 1 week of the GM.

Yes, an original hard copy of the signatures is needed.

No. 

No.

The BoD list has to submitted on an annual basis.
4

Updating official Commercial Register under the Ministry of Economy and Commerce.

(i) Ministerial application forms;

(ii) Minutes of the GM;

(iii) Request to update the BoD list. 

Yes, application to be signed by the Chairman.

Within 30 calendar days of the GM.

Yes, original hard copy of the Minutes of the GM is needed.

No.

No.
1
Step 1
>15 days*
2
Step 2
0 days
3
Step 3
0-1 week
4
Step 4
0-30 days

0-45 days**

*However, less than 15 days possible if Step 1 is waived (if allowed).

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

Convening of the GM.

Convening notice.

Yes. 

At least 15 calendar days prior to the GM. 

No.

No.

Yes, if allowed in the AoA and only in Private Shareholding Companies in which the governmental and public entities hold not less than 51% of the share capital.

Notice shall be sent to the Companies Control Department and all Shareholders. The notice must be announced in 2 daily local newspapers, at least 1 of which is issued in Arabic, and on the financial market authority’s website and the Company's website, if any.
2

GM (Secret Ballot).

Minutes of the GM.

Yes, the Minutes to be signed by the Chairman and the Secretary of the GM.

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

Yes.

No.

No, and a physical meeting is always needed (unless the AoA provides otherwise and only in Private Shareholding Companies in which the governmental and public entities hold not less than 51% of the share capital).

Election of BoD members in publicly listed companies shall be carried out according to the governance regulation issued by the Qatar Financial Markets Authority.
3

Updating the Companies Control Department with the BoD list.

(i) Updated list of BoD Members;

(ii) Copy of the GM Minutes.

Yes, BoD list to be signed by the Chairman.

Within 1 week of the GM.

Yes, an original hard copy of the signatures is needed.

No. 

No. 

The BoD list has to submitted on an annual basis.
4

Updating official Commercial Register under the Ministry of Economy and Commerce. 

(i) Ministerial application forms;

(ii) Minutes of the GM;

(iii) Request to update the BoD list.

Yes, application to be signed by the Chairman.

Within 30 calendar days of the GM. 

Yes, original hard copy of the Minutes of the GM is needed.

No.

No.
1
Step 1
>15 days*
2
Step 2
0 days
3
Step 3
0-1 week
4
Step 4
0-30 days

0-45 days**

*However, less than 15 days possible if Step 1 is waived (if allowed).

**The possible need for a physical meeting may take additional time.
Download/print Checklist Fee quote
Fee quote

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
WEB: www.qatarlaw.com