Al Meezan - Qatary Legal Portal | Legislations | Law No. 5 of 2002, promulgating the Law of Commercial Companies

27 May 2022

26 Shawwaal 1443

Legislations of Qatar 5686 legislations - 58361 Articles
Legislations of Qatar - International Agreements
Legislations of Qatar- Rulings

Law No. 5 of 2002, promulgating the Law of Commercial Companies

Law Summary Record Type: LawNumber: 5Date: 25/05/2002 Corresponding to 14/03/1423 HijriNumber of Articles: 348Status: In force

Official Gazette :Issue: 7Offcial Journal Issue Publication Date: 03/08/2002 Corresponding to 25/05/1423 HijriPage from: 17

Send

Top

First Section of Law

Previous Section of Law

Next Section of law

Last Article of Law

Add New Section

Section Name

Liquidation of Company

295 Article

Once a company is dissolved, it shall enter the process of liquidation. Throughout the liquidation period, it shall maintain its corporate body to the extent required for the completion of the liquidation formalities. The term "in liquidation" shall be clearly appended to the name of the company.

296 Article

Upon the dissolution of the company, the authorities of either the managers or the Board of Directors shall cease. They shall, however, continue to assume the company management, and with regard to others, they shall be deemed liquidators until a liquidator is appointed.

Throughout the period of liquidation, the company structures shall remain valid and their functions shall be restricted to liquidation affairs that do not fall within the liquidator's powers.

297 Article

Liquidation of the company shall be carried out according to the company Memorandum or Articles of Association, or what is agreed upon among the partners upon dissolution. Should there be no provision or agreement in this respect, the provisions of the Articles in this Part shall be complied with.

298 Article

The liquidation shall be carried out by one or more liquidator(s) appointed by the partners or by the general assembly with the usual majority whereby company decisions are issued. If the liquidation is effected by a court decree, the court shall define the method of liquidation and appoint the liquidator.

In all cases, the functions of the liquidator shall not end as a result of the death of the partners or their bankruptcy, insolvency or sequestration, even if he was appointed by them. The liquidator shall receive a remuneration to be determined in the letter of his appointment, otherwise the court shall decide on the same.

299 Article

The liquidator shall declare the decision of his appointment, the limits imposed on his authorities, the agreement of the partners or the decision of the general assembly as to the method of liquidation or the judgment issued in this regard, using the same method prescribed for amending the Articles of Association of the company or its Memorandum. The appointment of the liquidator or the method of liquidation shall be binding upon the third parties with effect from the date of declaration.

300 Article

Should there be more than one liquidator, their actions shall be valid only with unanimous approval, unless otherwise provided for in their appointment instrument by the appointing authority.

Liquidators shall be collectively liable for damage caused to the company, partners and others by acts in which they exceeded their jurisdiction or if such damage is due to the failure to carry out their duties.

301 Article

The liquidator shall assume all functions required for the purposes of liquidation, and particularly he shall do the following:

Collect in the rights of the company as against others.
Settle the debts of the company.
Sell the movable or immovable assets of the company either by auction or in any other manner that guarantees a maximum price, unless a certain method for sale is stipulated in the liquidation document.
Perform the necessary acts to safeguard the assets and entitlements of the company.
Represent the company before courts and accept reconciliation and arbitration on behalf of the company.

302 Article

Unless it is required for the completion of the above transactions, it shall not be permissible for the liquidator to carry out new transactions. The liquidator shall be liable to the extent of all his assets, and in the event of more than one liquidator, all the liquidators shall be collectively liable for their acts.

303 Article

Upon the dissolution of the company, the terms of all its debts shall lapse. The liquidator shall notify all creditors, by registered mail, of the commencement of the liquidation and shall invite them to submit their claims. Notice to this effect may be made by publication in two local daily newspapers published in Arabic in the event of unknown creditors or if their places of residence are unknown. In all cases, the notice of liquidation shall grant the creditors a grace period of at least seventy-five days from the date of such notice for submission of their claims, provided that this notice shall be re-advertised after one month of taking effect. If creditors fail to submit their demands, their debts shall be deposited in the court treasury until the owners of the debts appear or their claims lapse by prescription.

304 Article

The liquidator shall settle the debts of the company after the payment of liquidation expenses including remuneration of the liquidator in the following order of priority:

Amounts due for to company employees.
Amounts due to the State.
Rent due to any landlord who leased property for the company.

Other amounts due as per the priority order stipulated in the relevant laws

305 Article

The liquidator shall deposit sufficient funds for the settlement of disputed debts. Debts arising out of liquidation shall have priority over other debts.

306 Article

The company shall abide by the acts of the liquidator, which are required for the liquidation process, provided they are within his authority. No responsibility shall be borne by the liquidator due to the performance of the abovementioned duties.

307 Article

The liquidator shall, within three months of assuming his duties and in collaboration with the auditor of the company, if any, carry out a stock take of the company assets and deductions therefrom. The managers or the Board of Directors shall provide the liquidator with the company accounts, ledgers, documents and any requested explanations. The liquidator shall provide the partners with any explanations or statements about the status of the liquidation.

Should liquidation continue for more than one year, the liquidator shall prepare a balance sheet, profit and loss account and a report on the liquidation process. These documents shall be submitted to the partners or the general assembly or the court, as the case may be, for approval in accordance with the company Memorandum and Articles of Association.

In all cases, the liquidation term shall not exceed three years unless a resolution to this effect is issued by the court or the Minister.

308 Article

Upon settlement of company debts, the liquidator shall return to the partners the value of their cash sales in the capital and the remaining company assets shall be distributed among the partners pro rata to their respective shares in the profit.

Unless otherwise provided for in the company Memorandum of Association, the material assets of the company shall be distributed in partitions among the partners. Applicable provisions pertaining to dividing common funds shall apply, unless the Memorandum of Association stipulates otherwise.

309 Article

If the net assets of the company are insufficient to settle the shares of the partners completely, the loss shall be distributed among them as per the percentage determined for distributing the losses.

310 Article

Upon the completion of the liquidation process, the liquidator shall submit to the partners or the general assembly or the court a final account of the liquidation process. The liquidation shall not end until the partners or the general assembly or the court ratifies the final account.

The liquidator shall declare the end of the liquidation in the Commercial Register. The completion of the liquidation shall be invoked against third parties only from the date of its entry in the Commercial Register. Furthermore, the liquidator shall request to delete the enrollment of the company in the Commercial Register.

311 Article

The dismissal of the liquidator shall be in the same manner as his appointment, and any resolution or decree for his removal shall stipulate the appointment of a replacement.

Dismissal of the liquidator shall be entered in the Commercial Register and may not be invoked against third parties except from the date of registration of the same.

312 Article

A claim against the liquidator, by reason of the liquidation process, shall not be heard after the lapse of three years from the entry of the liquidation in the Commercial Register. A claim against the partners or managers or members of the Board of Directors or auditors by reason of the performance of their duties, shall not be heard after the lapse of the same period.

Add Comments

Contact us

Phone: +974 44069994

Fax: +974 44069998

E-mail

contactcenter@almeezan.qa