Addleshaw Goddard in Qatar assists a number of clients in setting up in Qatar. As well as the traditional method of setting up onshore in Qatar, a number of clients choose to set up in the Qatar Financial Centre (the QFC). This article discusses the process for setting up in the QFC. Separate articles will follow in relation to setting up in the free zones in Qatar and the Qatar Science and Technology Park.
Typically, where a foreign investor looks to set up a company in Qatar, a local Qatari partner is required to hold 51% of the shares in such company. The management and profit share of the company are usually weighted in favour of the foreign shareholder by way of a management agreement and services agreement (typically the foreign shareholder would be responsible for the management of the company, whereas a local services provider would receive a services fee for providing assistance with local regulatory matters such as ensuring that the company's commercial registration is renewed in place of a share of the profits of the company).
Law No.1 of 2019 (known as the New Foreign Investment Law) has made it possible for 100% foreign owned entities to be registered in Qatar, however, the process is not automatic and an application has to be made to the Ministry of Commerce and Industry (MOCI). MOCI has the discretion to approve or reject the application.
Traditionally, many investors have preferred to set up in the QFC (and still do) due to the investor friendly platform that it provides (and the automatic right to 100% foreign ownership once a company is approved for registration).
The QFC was established by Law No.7 of 2005 (the QFC Law) to provide a financial and business centre designed to attract international banking, insurance and other financial services, however this remit has expanded over time. Now a wide range of entities, including limited liability companies, general and limited partnerships, and protected cell companies performing a range of activities (one of the most popular is 'professional and business services', which is very broadly interpreted) can be set up in the QFC.
Advantages of setting up in the QFC
The QFC offers its own legal, regulatory, tax, and business regulatory system, which includes:
- a legal system based on English common law principles, with an English speaking court system and its laws published in English;
- separate employment regulations, which are more liberal than their onshore equivalents;
- 100% foreign ownership of entities set up in the QFC;
- competitive tax environment; and
- 100% repatriation of profits.
Additionally, pursuant to Article 11 of the QFC Law to the extent that an entity is licensed to carry on any business in or from the QFC, such entity does not require any further licence, consent, permit, membership or registration in the State of Qatar in order to carry on such business in or from the QFC.
Process for setting up in the QFC
Incorporating an entity in the QFC is a relatively straightforward process. Initially, an initial meeting is held between an applicant (or its representatives) and the QFC to discuss its strategic fit. Following this meeting, a business case is submitted to the QFC, the purpose of which is to assist the QFC Authority in reviewing whether or not a business falls within the activities that are permitted to be carried out in the QFC. The information that must be provided in the business case is:
- information about the founding shareholders;
- details about the proposed business;
- details about the ownership and management of the proposed management; and
- confirmation that the applicant is aware of relevant anti-money laundering rules.
Once the QFC have reviewed the business case, if it is successful an applicant are be introduced to the Client Affairs team at the QFC to proceed with the licensing and registration process.
The licensing stage involves applying for a licence. Pursuant to the QFC Law, only 'permitted activities' can be conducted by QFC licensed firms. Permitted activities are divided into two categories, being:
- regulated activities, being activities undertaken by financial and insurance firms, which are subject to close ongoing supervision; and
- non-regulated activities, which include 'professional and business services' (which is interpreted very broadly).
Entities carrying out regulated activities will be subject to close ongoing supervision from the QFC Regulatory Authority, whereas entities carrying out non-regulated activities will be supervised by the QFC Authority.
As well as applying for a licence, all entities looking to establish in the QFC will also need to apply to the Companies Regulation Office in order to establish a legal presence within the QFC (this can be done by way of Form CRO, which contains details of the legal entity that an applicant wishes to set up).
Licence: non-regulated activities
To obtain a licence to conduct non-regulated activities from the QFC Authority, an applicant must complete Form Q01, which for an entity seeking a licence is comprised of two main parts:
- Part 1 – where an applicant indicates which activity it wishes to be licensed for; and
- Part 2 – which requires more detailed information in relation to such matters as:
- an applicant's financial resources;
- a group structure chart of the applicant;
- how client money will be held;
- business continuity and IT systems; and
- any professional memberships held by the applicant.
On receipt of the application, the QFC Authority will invoice the applicant for the licensing fee (currently USD 5,000). Following this, an annual fee is payable (pro-rated from the date a licence is granted).
Licence: regulated activities
To obtain a licence to conduct regulated activities from the QFC Regulatory Authority, an applicant must complete Form Q02, which requires similar information to that required by Form Q01, just in a higher level of detail.
On receipt of the application, the QFC Regulatory Authority will invoice an applicant for the licensing fee (which currently ranges from USD 10,000 to USD 40,000 depending on the regulated activities an applicant intends to conduct).
For further information in relation to setting up in the QFC (or assistance in doing so) or ongoing regulatory requirements, please contact Ahmad Anani and Alistair Stewart.