Law No. 3 of 2010 Amending Certain Provisions of the Law of Commercial Companies Promulgated by Law No. 5 of 2002

Law Summary Record Type: LawNumber: 3Date: 15/03/2010 Corresponding to 30/03/1431 HijriNumber of Articles: 3Status: In force
Official Gazette :Issue: 3Offcial Journal Issue Publication Date: 31/03/2010 Corresponding to 16/04/1431 HijriPage from: 5
طباعة
 



We, Tamim bin Hamad Al-Thani, Deputy Emir of the State of Qatar,
Having perused the Constitution,
The Law of Commercial Companies Promulgated by Law No. 5 of 2002,
Law No. 33 of 2005 concerning the Qatar Financial Markets Authority (QFMA) and amending laws,
The proposal of the Minister of Business and Trade,
The draft law PRESENTED by the Council of Ministers,
And after consulting the Shura Council,
Hereby promulgate the following Law:

Articles

Article 1

 The title of Part 9 of the Law of Commercial Companies, referred to above, shall be replaced with the following title:
“Transformation, Amalgamation, Division and Acquisition of Companies”.
 

Article 2

 A Chapter named “Chapter Four - Acquisition of the Company” shall be added to Part 9 of the Law of Commercial Companies, referred to above, to include the following Articles:
The acquisition of a company shall take the form of direct or indirect ownership for part of the capital of another company or by obtaining a majority of voting rights through the purchase of all shares or part thereof or through a public offer for exchange or pursuant to an agreement with partners or shareholders without prejudice to the interests and objectives of the company or through any method provided for in the provisions of this Law.
The acquisition shall not result in the abrogation of the legal personality of the company that was acquired or contravention of its rights and obligations.
A valid acquisition shall fulfil the following procedures:
  1. A decision shall be issued at the extraordinary general assembly meeting by both the acquirer and the acquired companies to approve such acquisition. These decisions shall be approved by the Ministry.
  2. The acquirer company shall issue a decision to increase its capital and distribute the capital to partners or shareholders pro rata to their stocks or shares in the company in accordance with the company Memorandum and Articles of Association.
  3. The procedures shall be completed pertaining to the transfer of ownership of shares in the company which is the subject matter of the acquisition to the acquirer company. This ownership shall be deemed valid only upon registering the shares pursuant to the provisions of this Law.
  4. In the event of acquisition through purchase, the acquirer company shall pay the value of stocks or shares being acquired to the acquired company. The value of the said shares shall be deposited in a special account for distribution to the partners or shareholders who were registered on the date when the extraordinary general meeting consented to the company selling the shares or stocks.
 
When acquisition takes place upon offering shares or debentures, the acquirer company shall deliver the same to the acquired company for distribution to the partners or shareholders who were registered on the date of approval at the extraordinary general meeting of the acquisition.
  1. The acquired company shall take the necessary procedures to amend its Memorandum and Articles of Association and elect a new board of managers pursuant to its Memorandum and Articles of Association.
  2. The acquirer company shall take the necessary procedures to protect the rights of minority shareholders. These procedures shall include an offer to purchase the remainder of the shares or voting rights in accordance with a decision from the Minister to this effect.
 
The provisions of Law No. 33 of 2005 pertaining to Qatar Financial Markets Authority and the amending laws thereof shall apply to offers of acquisition for companies listed in Qatar Stock Exchange.
Article 282 (bis 4)
The decision issued by the extraordinary meeting of the general assembly approving the acquisition shall be published in two local daily newspapers published in Arabic at the expense of the acquirer company.
 

Article 3

 All competent entities, each in their respective jurisdiction, shall implement this Law, which shall come into force from the date of its publication in the Official Gazette.