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Compliance Checklist for Limited Liability Company (LLC) Located in Qatar

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S.N. Nature of Compliance Compliance Title Legal Provision Exemption Frequency Due Date
1. Registration Registration of Limited Liability Company Article 233 of Law No. 11 of 2015 (Commercial Companies Law):- The chairman of the company shall apply for registering the company in the commercial registry. The application shall be accompanied by the memorandum of association of the company, documents proving the distribution of shares among the partners, and payment in full, in addition to the documents proving that the company has received in-kind shares, if any. The application shall be considered within fifteen (15) days from the date of submission with the required documents.
The company shall not carry out its business until after being registered in the commercial registry.Article 17 of Companies Regulations 2005:- Any one or more persons may apply for the incorporation of an LLC for the purpose of carrying on a Business of a kind permitted by the QFC Law to be conducted in the QFC by signing and filing with the CRO an incorporation document together with the Prescribed Fee and otherwise complying with the requirements of these Regulations in respect of registration.

Article 18 of Companies Regulations 2005:- (1) No LLC shall be incorporated without the consent of the CRO.

(2) On incorporation the CRO shall:
(A) give a certificate that the LLC is incorporated with the name specified in the certificate and with effect from the date of the certificate;
(B) allocate to the LLC a number, which shall be the LLC’s registered number; and
(C) enter the name and registered number of the LLC in the index of names and registered numbers maintained by the CRO under these Regulations.

 – One Time –
2. Reporting Filing of annual return Article 47 of Companies Regulations 2005:- (1) Every LLC shall deliver to the CRO successive annual returns each of which is made up to a date not later than the date which is from time to time the “return date” of the LLC, that is:
(A) the anniversary of the incorporation of the LLC; or
(B) if the last return delivered by the LLC in accordance with this Article 47 was made up to a different date, the anniversary of that date.(3) If an LLC fails to deliver an annual return in accordance with this Article 47 before the end of the period of 28 days after the return date, the LLC shall be in contravention of these Regulations. The contravention continues until such time as an annual return made up to that return date and complying with the requirements of Article 47(2) (except as to date of delivery) is delivered by the LLC to the CRO.		 Article 47(5):- This Article does not apply to an LLC that is a Collective Investment Fund. Annually Within 28 days from anniversary date of LLC
3. Records To maintain register of members Article 236 of Law No. 11 of 2015 (Commercial Companies Law):- The company shall have in its head office a register for the members which shall include the following:
1. The names, nationalities, residencies and occupations of the members.
2. The number and value of shares owned by each member.
3. The disposals relating to the shares, including the dates, reason of ownership transfer, name of transferor and transferee and their signatures.
4. The total shares of the member after the transfer.The managers of the company shall be jointly liable for this registry and the correctness of the information therein. The members and all parties of interest have the right to view this registry.

Article 19(6) of Companies Regulations 2005:- Every LLC shall keep a register of Members, together with:
(A) a statement of the Shares held by each Member, distinguishing each Share by its number (if the Share has a number) and, where the LLC has more than one class of issued Shares, by its class;
(B) the date on which each person was registered as a Member; and
(C) the date on which any person ceased to be a Member.

Article 44(1) of Companies Regulations 2005:- For an LLC (Public), a record of transfer or title to any shares in the LLC (Public) held in the QSE or the relevant exchange’s registry or system will be the definitive register of transfers and register of Members

 – On Going –
4. Records To maintain register of directors and secretary Article 44(1) of Companies Regulations 2005:- Every LLC shall keep the following internal registers at its registered office address:
(B) Register of directors and secretary, including Name, Address, nationalities, date of birth and business occupation.		 – On Going –
5. Records To maintain register of transfers of shares Article 44(1) of Companies Regulations 2005:- Every LLC shall keep the following internal registers at its registered office address:
(C) Register of transfers of Shares, including Name and Address of transferor and transferee, date of transfer and number and class of Shares transferred.		 – On Going –
6. Records To maintain register of allotments of shares Article 44(1) of Companies Regulations 2005:- Every LLC shall keep the following internal registers at its registered office address:
(D) Register of allotments of Shares, including Name of applicant, date of application and allotment and number and class of Shares.For an LLC (Public), a record of transfer or title to any shares in the LLC (Public) held in the QSE or the relevant exchange’s registry or system will be the definitive register of transfers and register of Members		 – On Going –
7. Records Maintenance of accounting records Article 79 of Companies Regulations 2005:- Every LLC shall keep proper accounting Records with respect to all sums of money received and expended by the LLC and all sales and purchases of goods and services and other transactions by the LLC and the assets and Liabilities of the LLC. Such accounting Records, shall be sufficient to show and explain all transactions by the LLC and must be such as to:
(1) disclose with reasonable accuracy the financial position of the LLC at any time; and(2) enable the directors to ensure that any accounts prepared by the LLC comply with the requirements of these Regulations.

Article 80(1) of Companies Regulations 2005:- The LLC’s accounting Records shall be:
(A) kept at the LLC’s registered office;

(B) preserved by the LLC for at least 6 years from the date to which they relate; and

(C) at all reasonable times be open to inspection by the directors and auditor of the LLC.

 – On Going –
8. Records To maintain minutes of all proceedings at general meetings, board meetings etc. Article 259 of Law No. 11 of 2015 (Commercial Companies Law):- Minutes shall be prepared providing a fair summary of the discussions of the general meeting. The minutes and resolutions of the meeting shall be recorded in a special register kept at the company’s head office. Any of the members may review the register themselves or through an agent. They may also view the balance sheet, profit and loss account and annual report.

Article 76 of Companies Regulations 2005:- (1) Every LLC shall cause minutes of all proceedings at general meetings, meetings of the holders of a class of Shares, meetings of its directors and committees of directors to be entered in books kept for that purpose.

(2) Any such minute, if purporting to be signed by the chairman of the meeting at which the proceedings took place, or by the chairman of the next succeeding meeting, is evidence of the proceedings.

(5) The books containing the minutes of a general meeting or of a meeting of the holders of a class of Shares or a meeting of the directors shall be kept at the LLC’s registered office, and shall during business hours be open to examination by a Member without charge.

 – On Going –
9. Records To prepare the balance sheet, the profit and loss account etc. every year Article 251 of Law No. 11 of 2015 (Commercial Companies Law):- For each financial year, the managers shall prepare the balance sheet of the company, the profit and loss account, a report of the company’s activity and its financial status, and their suggestions for the distribution of profits, within two (2) months from the end of the financial year. The managers shall send copies of these documents, the report of the supervisory board and the auditor’s report to the Department and every member within one (1) month from the date of preparing the said documents. Every member in companies that do not have a supervisory board may request the manager to invite the members to meet to discuss these documents. – Annually Within 2 months from the end of the financial year
10. Intimation Notice of alteration of articles of association to be sent to the CRO Article 50 of Companies Regulations 2005:- (1) An LLC may by Special Resolution alter the provisions of its articles of association.

(2) Alterations so made to the articles of association shall have effect from the time of the passing of the Special Resolution or such later time as shall be specified in it.

(3) Any alteration to the articles of association must be registered on the Prescribed Form, accompanied by the payment of the Prescribed Fee, with the CRO within 21 days of the Special Resolution to alter it being passed by the Members.

 – Event Based Within 21 days of passing of special resolution
11. Intimation Filing of return of allotment of shares Article 22(1) of Companies Regulations 2005:- When an LLC makes an allotment of its Shares, the LLC shall within 1 month thereafter deliver to the CRO for registration a return of the allotments in the Prescribed Form stating the number and nominal amount of the Shares comprised in the allotment, the Names and Addresses of the allottees, and the amount (if any) paid or due and payable on each Share, whether on account of the nominal value of the Share or by way of premium, and, in the event that any Shares are allotted for a consideration other than cash, a statement of the consideration for which they have been so allotted. Article 22(2) of regulations:- This Article does not apply to an LLC that is a Collective Investment Fund. Event Based Within 1 month from the date of allotment of shares
12. Intimation Filing of notice of alteration of share capital to the CRO Article 28 of Companies Regulations 2005:- (1) An LLC, if so authorised by its articles of association, may alter its share capital by Ordinary Resolution in any of the following ways:
(A) increasing its authorised share capital by creating new Shares of such amount as it deems necessary;
(B) consolidating and dividing any or all of its Shares (whether issued or not) into Shares of a larger amount than its existing Shares;
(C) sub-dividing its Shares, or any of them, into Shares of a smaller amount than its existing Shares but so that, in the sub-division of any issued Shares, the proportion between the amount paid and the amount (if any) unpaid on each reduced Share shall be the same as it was in the case of the Share from which the reduced Share is derived;
(D) cancelling Shares which at the date of passing of the Ordinary Resolution to cancel them, have not been taken or agreed to be taken by any person, and diminishing the amount of the LLC’s authorised share capital by the amount of the Shares so cancelled; and
(E) changing the currency denomination of its share capital or any class thereof to a currency denomination approved by the CRO.(3) An LLC having altered its share capital pursuant to Article 28(1), shall within 21 days thereafter give notice in the Prescribed Form to the CRO, together with a copy of the Ordinary Resolution effecting the alteration.		 – Event Based Within 21 days from the date of passing of ordinary resolution for alteration of shares capital
13. Intimation Filing of notice of reduction of share capital to the CRO Article 30 of Companies Regulations 2005:- (1) An LLC, if authorised by an Special Resolution and its articles of association, may reduce its Share capital in any way.

(2) In particular, and without prejudice to the generality of Article 30(1), an LLC may:
(A) extinguish or reduce the liability on any of its Shares in respect of capital not paid up;
(B) either with or without extinguishing or reducing liability on any of its Shares, cancel any paid up capital that is lost or unrepresented by available assets; or
(C) either with or without extinguishing or reducing liability on any of its Shares, pay off any paid up capital that is in excess of the requirements of the LLC.

(3) No LLC shall reduce the amount of its share capital under Article 30(1) unless it complies with the following:
(A) at a date not more than 30 days and not less than 15 days before the date from which the reduction of the share capital is to have effect, the LLC shall publish a notice in an newspaper approved by the CRO stating the amount of the LLC’s share capital at such date, the amount to which, and manner in which, the share capital is to be reduced and the date from which the reduction is to have effect; and
(B) on the date from which the reduction is to have effect a certificate shall be signed by at least two directors of the LLC or the sole director if there is only one director declaring either:
(i) that on that date and following the reduction of capital, the realisable value of the LLC’s assets will be not less than the aggregate of its Liabilities and issued share capital and Share Premium Account and the LLC will be able to satisfy its Liabilities as they fall due; or
(ii) that all the creditors of the LLC on that date have consented to the reduction.

(5) Where an LLC reduces the amount of its share capital then within 30 days after the date on which the reduction has effect the LLC shall file a notice in Prescribed Form with the CRO together with a copy of the notice referred to in Article 30(3)(A) and the certificate referred to in Article 30(3)(B) above.

 – Event Based Within 30 days from the date of passing of special resolution for reducing shares capital
14. Intimation Filing of notice of change of name of the LLC to the CRO Article 37 of Companies Regulations 2005:- (1) An LLC may, by Special Resolution, change its name at any time to another name with which an LLC may be registered under Article 36.

(2) Where an LLC changes its name it shall deliver, within 21 days of the Special Resolution, a notice to the CRO and shall pay to the CRO the Prescribed Fee.

 – Event Based Within 21 days of passing of special resolution for change of name
15. Intimation Notice of change in the address of registered office to be sent to the CRO Article 43(1) of Companies Regulations 2005:- (1) An LLC may change its registered office by delivering notice of the change within 21 days to the CRO together with payment of the Prescribed Fee.

(2) A notice delivered under Article 43(1):
(A) shall be in the Prescribed Form; and
(B) shall be signed by a director or secretary of the LLC or authenticated in a manner approved by the CRO.

 – Event Based Within 21 days from the date of change in the address of registered office
16. Intimation Filing of particulars of director(s) (In case of appointment, removal or resignation and any change in the particulars of the director) Article 52(4) of Companies Regulations 2005:- The particulars of each director appointed, removed or who resigns and any change in the particulars of the directors of an LLC from time to time, shall be registered with the CRO in the Prescribed Form and no later than 21 days after such change, together with payment of any Prescribed Fee. For each director appointed these particulars shall include his Name, date of birth, Address, nationalities, business occupation and shall be accompanied by or include a written declaration signed by the director that he is qualified to act as a director pursuant to these Regulations and such other particulars as the CRO may require from time to time – Event Based Within 21 days from the date of appointment, removal or resignation and any change in the particulars of the director(s)
17. Intimation Filing of particulars of secretary (In case of appointment, removal or resignation and any change in the particulars of the secretary Article 60(3) of Companies Regulations 2005:- The particulars of each secretary appointed, removed or who resigns and any change in the particulars of the secretary of an LLC from time to time, shall be registered with the CRO in the Prescribed Form, together with payment of the Prescribed Fee, and within 21 days of such change. For each secretary appointed these particulars shall include his Name, date of birth, Address and nationalities and in the case of a Body Corporate its name, registered number and registered office address. – Event Based Within 21 days from the date of appointment, removal or resignation and any change in the particulars of the secretary
18. Intimation Notice of appointment or removal of auditor to be furnished to the CRO Article 86(1) of Companies Regulations 2005:- An LLC shall appoint one or more auditors or a firm of auditors who shall examine and report on the LLC’s accounts in accordance with these Regulations. Except as provided for in Article 86(6) and Article 88(4) the LLC shall give notice in writing to the CRO within 21 days of the first appointment and any subsequent change in auditor on the Prescribed Form together with the Prescribed Fee.

Article 77 of Companies Regulations 2005:- (1) A copy of every resolution or agreement to which this Article 77 applies shall within 21 days after it is passed or made, be registered with the CRO on the Prescribed Form.

(2) This Article applies to:
(F) a resolution removing an auditor of an LLC from office.

 – Event Based Within 21 days from the date of passing of resolution
19. Intimation Notice of resignation of auditor to be furnished to the CRO Article 88 of Companies Regulations 2005:- (1) An auditor of an LLC may resign from office by depositing a notice in writing to that effect at the LLC’s registered office, and any such notice operates to bring his term of office to an end on the date on which the notice is deposited, or on such later date as may be specified in it.

(2) When an auditor ceases for any reason to hold office the auditor shall deposit at the LLC’s registered office:
(A) a statement of any circumstances connected with his ceasing to hold office which he considers should be brought to the notice of the Members or creditors of the LLC; or
(B) if he considers that there are no such circumstances a statement that there are none.

(3) Where a statement under this Article 88 falls within Article 88(2)(A), the LLC shall within 21 days send a copy of the statement to each director and Member of the LLC.

 – Event Based Within 5 days of receiving notice of resignation from auditor
20. Display Name of the LLC to be posted outside place of business Article 45(1) of Companies Regulations 2005:- Every LLC shall paint or affix, and keep painted or affixed, its name on the outside of every office or place in which its Business is carried on, in a conspicuous position and in letters easily legible. – On Going –
21. Others Maximum number of members Article 228 of Law No. 11 of 2015 (Commercial Companies Law):- A limited liability company is a company that consists of one or more persons and the number of members shall not exceed fifty persons. – On Going –
22. Others Constitution of supervisory board (if there are more than 20 members) Article 246 of Law No. 11 of 2015 (Commercial Companies Law):- If the number of members are more than twenty (20), the establishment document of the company shall appoint a supervisory board consisting of at least three (3) of the members for a specific term.
The general meeting may reappoint them after this term or appoint other members, as it may remove them.		 – On Going –
23. Others Holding of annual general meeting Article 250 of Law No. 11 of 2015 (Commercial Companies Law):- The company shall have a general meeting consisting of all of the members. The meeting shall meet via an invitation from the managers at least once a year within the four (4) months following the end of the financial year of the company at the time and place mentioned in the establishment document of the company. The invitation letter shall include the time and place of the meeting, attached therewith the agenda and copies of the balance sheet.

Article 63(1) of Companies Regulations 2005:- A meeting of the Members of an LLC shall be convened at least once in every calendar year (save that provided an LLC shall hold its first annual general meeting within 18 months of its incorporation, it need not hold it in the calendar year of its incorporation or the following calendar year); this meeting shall be referred to as the annual general meeting.

 – Annually Within 4 months from the end of the financial year
24. Others Holding of first general meeting Article 63(1) of Companies Regulations 2005:- A meeting of the Members of an LLC shall be convened at least once in every calendar year (save that provided an LLC shall hold its first annual general meeting within 18 months of its incorporation, it need not hold it in the calendar year of its incorporation or the following calendar year); this meeting shall be referred to as the annual general meeting. – Event Based Within 18 months from the date of incorporation
25. Others Notice of general meeting to be given to the board, auditor and members Article 250 of Law No. 11 of 2015 (Commercial Companies Law):- The managers shall invite the general meeting to convene if this is requested by the supervisory board, the auditor, or a number of members owning at least 20% of the capital. The invitation to the general meeting shall be sent via registered letters to every member at least twenty one (21) days prior to the meeting. The invitation shall include the set date and place of the meeting, attached therewith the agenda and a copy of the balance sheet.

Article 66 of Companies Regulations 2005:- (1) Any general meeting of an LLC or a meeting of any class of Members of an LLC may, subject to any longer period of notice as may be required by its articles of association, be called by not less than 21 days notice in writing, inclusive of the day on which the notice is given.

(2) If a meeting is called by shorter notice than that specified in Article 66(1), it shall be deemed to be duly called if it is so agreed by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than 95 percent of the nominal value of the Shares of the LLC giving a right to attend and vote at that meeting.

(3) A notice of a general meeting of the LLC shall:
(A) set out a time and place for the meeting;
(B) set out in an agenda the nature of the business of the meeting;
(C) if a Special Resolution is to be proposed at the meeting set out the intention to propose a Special Resolution and attach a copy of the proposed Special Resolution to the agenda; and
(D) include a copy of any accounts or auditors report if the same is to be laid before the meeting.

 – Event Based At least 21 days prior to the meeting
26. Others Copies of balance sheet, the profit and loss account etc. to be sent to the board, auditor and members Article 251 of Law No. 11 of 2015 (Commercial Companies Law):- For each financial year, the managers shall prepare the balance sheet of the company, the profit and loss account, a report of the company’s activity and its financial status, and their suggestions for the distribution of profits, within two (2) months from the end of the financial year. The managers shall send copies of these documents, the report of the supervisory board and the auditor’s report to the Department and every member within one (1) month from the date of preparing the said documents. Every member in companies that do not have a supervisory board may request the manager to invite the members to meet to discuss these documents. – Event Based Within 1 month from the date of preparing the financials
27. Others Appointment of auditor(s) Article 260 of Law No. 11 of 2015 (Commercial Companies Law):- The general meeting shall appoint one or more auditors for the company every year. The provisions relating to auditors in shareholding companies shall apply. – On Going –
28. Others 10% of company’s net profit to be transferred to statutory reserve every year Article 262 of Law No. 11 of 2015 (Commercial Companies Law):- The company shall deduct (10%) every year from its net profits to form a statutory reserve. The members may decide to stop this deduction if the reserve reaches half the capital. The statutory reserve may be used to cover the losses of the company or to increase its capital by virtue of a decision of the general meeting. – On Going –
29. Others Prohibition of allotment of shares at a discount to their nominal value Article 23(1) of Companies Regulations 2005:- An LLC’s Shares shall not be allotted at a discount to their nominal value. – On Going –
30. Others Share certificate(s) to be issued in respect of share(s) allotted or transferred Article 25(1) of Companies Regulations 2005:- Subject to Article 25(3), for each Share allotted or transferred, a Share certificate shall be issued by the LLC no later than 30 days after the date the allotment is made or the date on which a transfer of the Shares is registered in the register of Members of the LLC. For an LLC (Public) a record in the QSE or the relevant exchange’s registry system is as acceptable as if it were a Share certificate duly issued by the LLC (Public). Article 25(3) of regulations:- Article 25(1) and (2) do not apply when title to shares is evidenced in accordance with rules made by the QFC Authority which allow for title to be evidenced in some other manner. Event Based Within 30 days from the date of allotment or transfer of shares
31. Others LLC to maintain registered office within Qatar Financial Centre Article 42(1) of Companies Regulations 2005:- An LLC shall:
(A) at all times have a registered office situated in the QFC; and
(B) carry on its principal Business activity at or from the registered office unless the QFC Authority permits such Business activity to be carried on at or from another place within the QFC.		 – On Going –
32. Others Name of an LLC, registered number, and the address shall appear in all the business letters, written orders, invoices, receipts etc. Article 46(1) of Companies Regulations 2005:- The name of an LLC, its registered number, and the address of its registered office shall appear in legible characters in all its Business letters, written orders for goods or services, invoices and receipts, written demands for payment and other such similar Documentation. – On Going –
33. Others LLC shall have at least one director Article 52 of Companies Regulations 2005:- (1) An LLC shall have at least one director.

(2) No person shall be a director who:
(A) if an individual, is under the age of 18 years;
(B) is disqualified from being or becoming a director in the QFC or in any other place;
(C) is an undischarged bankrupt in any country; or
(D) is a Body Corporate, unless—
(i) the Body Corporate is an Authorised Firm; and
(ii) the LLC is a Collective Investment Fund.

 – On Going –
34. Others Consent of member(s) holding not less than 90% of the total voting rights to be taken to make a loan or provide financial assistance or guarantee to a director or a director of the holding company Article 57 of Companies Regulations 2005:- (1) Without the consent of any Member or Members holding in the aggregate not less than 90 percent of the total voting rights of all the Members having the right to vote at any meeting of the Members it shall not be lawful for an LLC to make a loan or similar form of financial assistance to any person who is its director or a director of its Holding Company, or to enter into any guarantee or provide security in connection with any financial assistance made to such person as aforesaid by any other person provided that nothing in this Article 57 shall apply to either:
(A) subject to Article 57(2) to anything done to provide any such person as aforesaid with funds to meet expenditure incurred or to be incurred by him for the purposes of the LLC or for the purpose of enabling him properly to perform his duties as an Officer of the LLC;
(B) in the case of an LLC whose ordinary Business includes the lending of money or the giving of guarantees in connection with financial assistances made by other persons, to anything done by the LLC in the ordinary course of that Business; or
(C) any financial assistance prescribed in rules made by the QFC Authority.(2) The proviso stated at Article 57(1)(A) shall not authorise the making of any financial assistance, or the entering into of any guarantee, or the provision of any security, except either:
(A) with the prior agreement of the LLC given at a general meeting at which the purposes of the expenditure and the amount of the financial assistance or the extent of the guarantee or security, as the case may be, are disclosed; or
(B) on condition that, if the approval of the LLC is not given as aforesaid at or before the next following annual general meeting, the financial assistance shall be repaid or the liability under the guarantee or security shall be discharged, as the case may be, within 6 months from the conclusion of that meeting.		 – Event Based Prior to make a loan or to enter into any guarantee or provide security
35. Others LLC shall have a qualified secretary Article 60(1) of Companies Regulations 2005:- Every LLC shall have at all times an appropriately qualified secretary. – On Going –

 

Disclaimer:  This is an effort by Lexcomply.com, to contribute towards improving compliance management regime. User is advised not to construe this service as legal opinion and is advisable to take a view of subject experts.

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