Commercial Law of:

• UAE
• Qatar
• Bahrain
• Oman
• Saudi Arabia
• Kuwait

Generally, a non-Qatari national, whether natural or juristic, may engage in commercial activities provided the foreign participation in the entity does not exceed 49%. In October 2000, the Government enacted a new Foreign Investment Law aimed at promoting foreign investment in specific business sectors including agriculture, manufacturing, health, education, tourism power and projects which develop and utilise the State's natural resources. The new law permits up to 100% foreign ownership in these business sectors. The law does not allow a non-Qatari to participate in banking, insurance, commercial agency or real estate trading activities.
The Government welcomes foreign investors and is keen to promote projects involving the transfer of foreign expertise and technology to the Qatari economy. The enactment of the new Foreign Investment Law confirms the Government's commitment to attracting new investors to participate in the future development of business in the State. In addition to expanding the zone within which foreign investors can participate in the national economy and avail of 100% ownership in certain fields of the economy, the new Foreign Investment Law confers upon foreign investors privileges, which were not available to them previously, including:
• The right to lease land for the project for up to 10 years.
• The right to import the machinery, equipment and some of the primary materials required for the project.
• The exemption of the capital to be invested in the project from income tax for a period not exceeding 10 years.
• Exemption from import customs duties on the equipment and machinery to be imported for the project.
• Exemption from import customs duties on the primary raw materials and half-manufactured materials, which are not available in Qatar.

• Protection from confiscation by the state otherwise than for the public welfare, without discrimination and subject to fare and adequate compensation.
• The freedom to repatriate the profits of the project and its capital on liquidation; and the freedom to transfer the ownership in the project.

The Tax Structure

Law No. 11 of 1993 was issued on 14 July 1993 to cover the income tax system and filing procedure in Qatar. In general, the Law provides that any business activity carried out in Qatar will be subject to tax. An "activity" has been defined as any occupation, profession, service, trade or the execution of a contract or any other business for the purpose of making profit. Income tax is levied on partnerships and companies operating in Qatar whether they operate through branches or in partnership with foreign companies.
There are no personal taxes, social insurance or other statutory deductions from salaries and wages paid in Qatar.

1. Direct Taxes
Taxes are levied on a taxpayer's income arising from activities in the State of Qatar. The term activities includes:
• Profits realised on any project executed in Qatar;
• Profits realise from the sale of any of the company's assets;
• Commission due to agencies or arising from representation agreements or commercial agency whether such commission is realised in or outside the State of Qatar;
• Fees paid for consultancy, arbitration or expertise and other related services;
• Rent from property;
• Amounts received from the sale, rent or the assignment of a concession and the use of a trade mark, design, know how or copyright;
• Amounts received from debts previously written-off;
• Profits realised on liquidation.
In addition, interest and other bank income received outside the State of Qatar will be subject to tax in Qatar if this income relates to amounts arising from the taxpayer's activities in Qatar.

2. Tax Administration
The Gregorian calendar is used for Qatar income tax purposes, but a taxpayer may apply to prepare his financial statements for a twelve-month period ending on a day other than 31

December. The first accounting period may be more or less than twelve months, but it should not be less than six months or more than 18 months. A taxpayer should keep his accounting records in Qatari Riyals unless permission is obtained from the tax administration for them to be kept in a foreign currency.

3. Filing requirements
Tax declarations should be filed with the Income Tax Department (ITD) at the Ministry of Finance within 4 months of the end of the financial period. Failure to submit a filing can result in the temporary withholding of payments due under contracts. The Tax Law also empowers the ITD to collect unpaid taxes from third parties, such as a Taxpayer's debtors, where the taxpayer fails to settle taxation liabilities. Penalties for late filing or late payment of taxes may be levied at the rate of QR 10,000 per month or 2% of tax due whichever is greater.

All entities with a capital or annual profit exceeding QR 100,000 should submit audited financial statements to support the tax declaration. An accountant in practice in Qatar who is registered with the Ministry of Finance, Economy and Commerce must certify the financial statements.

4. Accounting Records and Inspection
On submission of the final tax return and audited financial statements the filings of the taxpayer will be reviewed by the ITD. Generally accepted methods of commercial accounting must be applied and the accruals method must be followed.

The ITD has the right to inspect a taxpayer's books and records which should be kept in Qatar. The accounting books and records must be maintained for at least 5 years from the date the annual tax declaration is registered with the ITD.

5. Tax Determination
Tax liabilities are computed in a manner similar to general international practices on the basis of profits disclosed by audited financial statements, adjusted for tax depreciation and any items disallowed by the ITD. If the ITD concludes that the filing is not correct, the ITD can issue an assessment of the payable taxes on a deemed profits basis. Such assessments by the ITD may be appealed. This option may be exercised by the ITD in the following instances:
• If there are reasons to believe that the declaration submitted by the taxpayer is not correct;
• If the taxpayer fails to submit a declaration;
• If the taxpayer does not maintain proper books and records;
• If the taxpayer does not provide the information requested by the ITD.
6. Deductions
Expenses incurred to earn the taxable income are deductible. These include:
• Interest expenses;
• Rent paid;
• Salaries and labour cost, end of service benefits and all related contents including charges allocated to end of service benefits,
• Pension funds and other similar charges;
• Fees and taxes other than income tax;
• Debts written off that are approved by the ITD and which are in accordance with standards established for this purpose.
The following cost and expenses are not considered deductible items:
• Personal and other expenses not related to taxable activities;
• Criminal and tax penalties paid in accordance with this law;
• Expenses or losses that may be recovered under an insurance policy, or a contract, or a compensation claim;
• Depreciation that exceeds cost;
• The branch share of Head Office expenses that exceed the rate determined by the ITD as a proportion of the total branch income.
The Law contains provisions, which allow trading losses to be carried forward and set-off against future profits. However, losses cannot be carried forward for a period exceeding 3 years from the end of the tax year in which the losses were incurred. Losses cannot be set off against prior year income.

7. Withholding Requirements
A directive issued by the Director of Income Tax in January 1993 requires all ministries, Government departments, public and semi-public establishments and other taxpayers to withhold final payments to subcontractors until such entities present a tax clearance certificate issued by the ITD. This directive also imposed annual disclosure and compliance requirements on the principal contractor.

8. Tax Rates
The following are the income tax rates:
Qatari Riyals Tax Rate
0 - 100,000 Nil
100,001 - 500,000 10%
500,001 - 1,000,000 15%
1,000,001 - 1,500,000 20%
1,500,001 - 2,500,000 25%
2,500,001 - 5,000,000 30%
5,000,001 and above 35%

9. Tax Exemptions
The new Tax Law provides for a Committee to be formed to evaluate applications for tax exemption regarding projects executed by foreign companies. Any contractor who is involved in the execution of an exempt project can apply for exemption from income tax.
However, taxpayers who obtain exemption from taxes are required to maintain proper accounting records and should submit financial statements to the tax authorities within 4 months from the end of the tax year.

Structure of Business Entities

Companies
All types of companies are governed by the Commercial Companies Law No.11 of 1981.

1. Company with Limited Liability (W.L.L.)
A company with limited liability must have a minimum of 2 and a maximum of 30 shareholders and must have a capital of at least QR 200,000 divided into shares of at least QR 1,000 each. Management rests with one or more individuals who must be natural rather than juristic persons and need not be shareholders of the company. A limited liability company may not carry out insurance, banking or investment brokering activities.

2. Public Shareholding Company
A public shareholding company consists of a number of persons who subscribe for its transferable shares and who are not liable for the Company's obligations except for the amount of the nominal value of the shares for which they subscribe, The share capital must be at least QR 500,000 divided into shares of QR 10 each. Only Qataries are permitted to subscribe for shares in a public company unless an Emiri decree is obtained to allow non-Qataries to subscribe.
The government and other public authorities may incorporate a public shareholding company, either alone or in partnership with one or more founders, whether Qatari or foreign or whether natural or juristic, public or private. Such companies are not subject to the provisions of the Commercial Companies' Law No. 11 of 1981 but will be subject to agreements entered into between the founders and to the provisions of the Companies' Memorandum of Association.

3. Partnerships
Partnerships may adopt the following forms:

1). Simple Partnership
A simple partnership is formed by two or more persons who are jointly and severally liable for the partnership's debts. The contract of incorporation of a simple partnership must be in writing and should be signed by every partner; otherwise it is null and void.

2). Partnership in Commendams
A partnership in commendams consists of two categories of partners: (a) simple partners, who are responsible for the running of the business and who are jointly and severally liable for the partnership's debts; and (b) sleeping partners, who are liable for the partnership debts only to the extent of money they invested or are committed to invest in the partnership. Sleeping partners may not interfere in any way with the management of the business.

3). Limited Share Partnership
A limited share partnership is similar to a partnership in commendams but it has at least 10 sleeping partners.

4. Joint Ventures
A joint venture is formed by two or more natural or legal persons, and its objectives and terms are governed by the joint venture contract, Registration requirements for a joint venture are similar to those applicable to a partnership.

5. Branches of Foreign Companies
A foreign company making a substantial investment in Qatar, may, by a ministerial resolution issued by the Minister of Finance, Economy and Commerce, establish a business entity in Qatar. In the event that the activities of the foreign company are contract specific, the company may be registered as a branch of a foreign company. Alternatively, a foreign company may establish a partnership or a company with a Qatari partner.

Exchange Control

No foreign exchange restrictions exist and equity capital, loan capital, and all income streams arising in Qatar are freely remittable.

 

Agencies and Trading

Foreigners, whether natural juristic, are not allowed to engage in commercial agency business. Foreign trading organisations are not permitted to operate on their own behalf in Qatar. They must sell their goods to Qatari concerns which will then market them locally.
The import of goods into Qatar is regulated by the Qatar Customs Law No. 5 of 1988. In general, a person wishing to import goods into Qatar for sale, must be registered in an importers register and be approved by the Qatar Chamber of Commerce.
Individual importers must have Qatari nationality. Companies must be wholly owned by Qatari nationals except in the following instances;
The following rates of customs duty apply:
General items 4%
Cement 20%
Steel 20%
Urea 30%
Records and musical instruments 15%
Tobacco 100%

Goods manufactured In GCC countries are exempt from customs duty provided they are accompanied by a certificate of origin Issued by The Chamber of Commerce in the GCC state of' origin.
Exemptions from customs duty apply to:
• Food products such as grains, livestock, tea, coffee, sugar, rice, infant milk and other essential consumer items;
• Equipment, materials and other supplies belonging to government entities or state companies;
• Personal effects and used household appliances and furniture belonging to foreign employees arriving in Qatar for the purpose of residence.

Valuation

The basic value for the assessment of duty is the CIF value of the goods. Where only the FOB price can be established, duty is based upon the FOB price plus I5%.
Temporary Imports

The Qatar Customs authorities allow certain goods, including equipment, to be imported on a temporary basis, Temporary imports are subject to the prior approval of the Director of Customs. This approval is normally valid for a period of 6 months, but may be extended by a further 6 months. A longer "temporary Import" period may be granted in exceptional cases at the option of the customs authorities. A cheque or a bank guarantee equivalent to the duty on a normal import must be deposited with customs to secure this temporary import arrangement.
Duty Exemptions

As a general rule duty exemptions will not normally be granted. However, it is stated government policy to allow customs duty exemptions for Qatari joint venture entities, where there is a substantial investment from the foreign joint venture party. In recent years, blanket duty exemptions for construction materials and equipment imports have been granted to the principal contractors working on projects undertaken in the oil and gas and water and electricity sectors.

Personal effects and restrictions

Once a foreign employee is resident in Qatar there is normally no difficulty in importing personal effects free of customs duty.
Exports

No duties arc levied on exports. It is forbidden to export goods to Israel or to export certain goods such as subsidized foodstuffs or antiques.