Bespoke Articles of Association are essential for establishing a company's legal and operational framework in Qatar. This document is required during company formation and must be submitted to the Qatar Ministry of Commerce and Industry or the Qatar Financial Centre Authority, depending on the jurisdiction of incorporation. The Articles must comply with Qatar Commercial Companies Law No. 11 of 2015 and may need to address specific requirements such as minimum capital requirements, local ownership quotas, and Sharia compliance. The Bespoke Articles of Association are particularly important as they define shareholders' rights, management structures, and decision-making processes, while allowing for customization to meet specific business needs and objectives within the parameters of Qatari law.
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1. Introduction: Establishes the company's formation under Qatar law and defines the document's purpose
2. Definitions and Interpretation: Defines key terms used throughout the Articles and establishes interpretation rules
3. Company Name and Type: States the official company name in Arabic and English, and specifies the type of company
4. Company Objects: Details the permitted business activities and scope of operations
5. Head Office and Branches: Specifies the location of the company's registered office and provisions for establishing branches
6. Duration: States the duration of the company (fixed term or indefinite)
7. Share Capital: Details the company's capital structure, share value, and types of shares
8. Share Transfer and Dealing Restrictions: Sets out rules for transferring shares and any applicable restrictions
9. Management Structure: Defines the management structure, including board composition and authorities
10. Shareholders Meetings: Details procedures for general assemblies and shareholder voting rights
11. Board of Directors: Specifies board appointment process, powers, meetings, and decision-making procedures
12. Financial Matters: Covers fiscal year, accounts, auditing, and profit distribution
13. Dissolution and Liquidation: Establishes procedures for company dissolution and asset distribution
1. Preemptive Rights: Details shareholders' rights to maintain their percentage ownership in case of new share issuance
2. Tag-Along and Drag-Along Rights: Includes provisions protecting minority shareholders in case of company sale
3. Executive Committee: Establishes an executive committee structure if required for day-to-day management
4. Shariah Compliance: Includes provisions ensuring business operations comply with Islamic law principles
5. Different Share Classes: Defines different classes of shares and their respective rights if multiple share classes are used
6. Reserved Matters: Lists decisions requiring special majority or unanimous approval
7. Dispute Resolution: Specifies arbitration or other dispute resolution mechanisms
8. QFC Specific Provisions: Additional provisions required if the company is registered in the Qatar Financial Centre
1. Schedule 1 - Initial Shareholders: Lists founding shareholders and their initial shareholdings
2. Schedule 2 - Share Capital Structure: Detailed breakdown of share classes and rights attached to each class
3. Schedule 3 - Board Composition: Initial board members and their details
4. Schedule 4 - Reserved Matters: Comprehensive list of matters requiring special approval
5. Schedule 5 - Company Objects Detail: Detailed list of permitted business activities
6. Appendix A - Proxy Form: Standard form for appointing proxies at shareholder meetings
7. Appendix B - Share Certificate Template: Template for share certificates
8. Appendix C - Corporate Governance Guidelines: Detailed corporate governance procedures and policies
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