Mergers and Acquisitions in Qatar: Companies Law, Competition Approval and QFMA Rules (2026)

A deal in Qatar sits under three layers of law. The Commercial Companies Law says how companies merge, divide and are acquired. The Competition Law says when the state must be told before a deal closes. And for a listed company, the rules of the Qatar Financial Markets Authority (QFMA) say when a buyer must make an offer, how high the price must be and who must approve it. Foreign buyers add a fourth layer, the Foreign Capital Investment Law. This guide reads the Arabic text of the laws from Almeezan, the official portal of the Ministry of Justice, and the QFMA rules as published by the Authority. It covers share and asset deals, statutory mergers, acquisitions of unlisted and listed companies, foreign ownership and tax. We assist clients with Qatari transactions from our office in Kuwait, in cooperation with our partners in Qatar. Related guides are linked at the end.

The laws that apply

• Mergers, conversion, division and acquisition of companies: the Commercial Companies Law, Law No. 11 of 2015 (Official Gazette no. 13 of 2015), 345 articles. Source: Almeezan.
• Competition review of deals: Law No. 19 of 2006 on the Protection of Competition and the Prevention of Monopolistic Practices (Official Gazette no. 9 of 2006), 20 articles. Source: Almeezan.
• Offers for listed companies: QFMA Board Decision No. 8 of 2025 issuing the Offering and Listing, and Mergers and Acquisitions Rules (Official Gazette no. 31 of 2025, issued 30 November 2025 and published in the Official Gazette on 31 December 2025). Source: Almeezan for the decision and the QFMA website for the rules.
• Foreign buyers: Law No. 1 of 2019 regulating non-Qatari capital investment in economic activity (Official Gazette no. 2 of 2019), 27 articles. Source: Almeezan.
• Tax: the Income Tax Law, Law No. 24 of 2018 (Official Gazette no. 1 of 2019). Source: Almeezan.

Almeezan shows each of these laws as in force. Law No. 11 of 2015 was amended after it was issued, and the amended text is the one used here.

Choose the structure first

A buyer in Qatar has four basic routes, and each one leads to different approvals.

1. Buy shares or partnership interests. The target company stays the same and keeps its contracts, licenses and liabilities. Only the owner changes. This is the common route for private companies.
2. Buy assets. The buyer picks assets and contracts. Each contract and license has to be transferred one by one, usually with the consent of the other side.
3. Statutory merger. One company is absorbed by another, or two or more companies are combined into a new one. All rights and duties pass to the surviving company by law (Articles 276 to 281 of the Companies Law).
4. Acquisition under Articles 287 to 290. The Companies Law has its own acquisition procedure, with a capital increase, a minority offer and a ratification step.

Two questions decide most of the work. Is the target listed on Qatar Exchange? Is the buyer, or any part of the buyer's chain, non-Qatari? A yes to the first brings the QFMA rules. A yes to the second brings the Foreign Capital Investment Law.

Statutory mergers (Articles 276 to 281)

Who can merge. A company may merge into another company of its own type or of another type, even while it is in liquidation (Article 276).

Two forms. A merger is either an absorption, where one or more companies join an existing company, or a fusion, where two or more companies form a new company that is still being established (Article 277). The merger contract sets the terms. It must in particular value the assets and liabilities of the company that disappears and state how many shares or interests that company's owners receive in the surviving or new company (Article 277).

Resolution of each company. A merger is valid only if each company that takes part passes a resolution on it, following the rules for amending that company's constitutional documents. The resolution is then published in the same way as other amendments (Article 277). In practice this means the quorum and majority for amendment apply to each side:

• In a joint stock company, the extraordinary general assembly is valid only if shareholders holding at least 75% of the capital attend. If that quorum is missing, a second meeting is called within the next 30 days and is valid with 50% of the capital. If that fails too, a third meeting is held at least 30 days later and is valid whatever the attendance (Article 139). For a decision on the dissolution, conversion or merger of the company, or on its acquisition, or on the sale or other disposal of the entire undertaking for which it was established (Article 137, items 4 and 5), at least 75% of the capital must be present at every meeting, and the 50% and open-quorum fallbacks do not apply.
• In a limited liability company, the constitutional document and the capital can be changed only with the approval of partners holding three quarters of the capital, unless the document requires more. Partners' obligations cannot be increased without unanimity (Article 258).

Absorption. The absorbed company resolves to dissolve. Its net assets are valued under the rules for valuing in-kind contributions. The surviving company resolves to raise its capital by the result of the valuation (Article 278).

Fusion. Each merging company resolves to dissolve. The new company is formed under the Companies Law. Each merging company receives shares or interests equal to its share of the new company's capital, and those are divided among its owners in proportion to their holdings (Article 279).

Publication. The merger resolution must be published in two local daily newspapers, at least one in Arabic, and on the websites of the companies if they have one (Article 280).

Effect. After the merger steps are finished and the company is registered, all rights and duties of the absorbed company pass by law to the surviving or new company, which becomes its legal successor in all rights and duties (Article 281). This is the main advantage of a statutory merger. Contracts do not need to be assigned one by one. It is also the main risk, because the buyer takes every liability of the merged company, known or not. Your due diligence must cover them.

Division. A company can also be divided. The resolution needs the votes of holders of three quarters of the capital, the new companies are successors of the divided company, and a partner or shareholder who objects may ask to leave the company (Articles 284 and 286).

Acquisition under the Companies Law (Articles 287 to 290)

When a company counts as the acquirer (Article 287). A company has acquired another if any of these is true:

1. it owns, directly or indirectly, a part of the capital that gives it a majority of the voting rights;
2. it controls a majority of the voting rights under an agreement with other partners or shareholders, as long as the agreement does not harm the interests and purpose of the acquired company;
3. it holds voting rights that give it effective control of the decisions of the general assembly. Owning 40% of the shares or interests is a presumption of acquisition if that is the highest holding in the company; or
4. it holds voting rights that let it appoint and remove a majority of the board, the supervisory board or the managers.

The 40% rule is a presumption, not a threshold that triggers an approval on its own. A buyer with 40% and a larger holder next to it is not presumed to have acquired the company.

Conditions for a valid acquisition (Article 288). The law lists six:

1. an extraordinary general assembly resolution of both the acquiring and the acquired company approving the acquisition and waiving the pre-emption rights of shareholders, and ratification of both resolutions by the Administration (the competent administrative unit of the Ministry);
2. a resolution of the acquiring company to increase its capital, with the increase allocated to partners or shareholders in proportion to their holdings, as its constitutional documents provide;
3. completion of the transfer of the shares to the acquirer. The acquisition counts only after the share is registered under the Companies Law;
4. where the acquirer buys for cash, payment of the price to the acquired company, which holds it in a special account for distribution to the partners or shareholders registered on the date the assembly approved the sale. Where the acquirer offers its own shares or bonds, it delivers them to the acquired company for distribution to the same holders;
5. steps by the acquired company to amend its constitutional documents and elect a new board; and
6. steps by the acquirer to protect the minority, including offers open for at least 30 days to buy the remaining shares or interests at a price no lower than the value of the shares acquired, or the value set by the expert appointed under Article 158. This applies where the acquirer takes 50% or more of the shares.

Publication (Article 289). The two assembly resolutions are published in two local daily newspapers, at least one in Arabic, at the expense of the acquiring company, and on the websites of both companies.

Listed companies (Article 290). For companies listed in the financial market, the law that governs the QFMA, and the rules issued under it, apply to the acquisition. For a listed target, read the next sections before relying on Articles 287 and 288.

Competition approval (Competition Law, Articles 10 to 12)

Who must notify. Article 10 applies to persons who want to take ownership of assets, ownership rights or usufruct, to buy shares, to form unions or mergers, or to combine the management of two or more legal persons, in a way that leads to control or dominance in the market. They must notify the Competition Protection Committee. The test is control or dominance of the market. The law as published does not set a turnover or market share figure that triggers a filing. Whether a deal needs to be notified is therefore a judgment about the market, and it needs to be made early.

Control or dominance. Article 1 defines it as the ability of a person or a group acting together to control a market for products and to have an effective influence on prices or the volume supplied, without competitors being able to stop it.

Timing. The Committee reviews the notice and decides within a period of no more than 90 days from the date the notice reaches it. If the period ends with no decision, that counts as approval (Article 10).

No closing before the decision. In every case, the notified transactions may not be completed until the Committee decides or the 90 days end without a decision (Article 10). A closing before that date is a breach.

Exemption. Article 10 does not apply to mergers and acquisitions that the Committee considers to contribute to economic progress in a way that offsets the harm to competition (Article 11).

Withdrawal of the decision. The Committee may cancel its decision if the information given to it was untrue or came with fraud or deception (Article 12). Information given in a filing must be complete.

Penalties. A breach of Article 3, 4 or 10 is punished with a fine of at least QAR 100,000 and not more than QAR 5,000,000, and the court orders confiscation of the profits of the breach (Article 17). The person who actually manages a company in breach is liable for the same penalties if it is proven that he knew of the breach and his failure in the duties of that management contributed to it, and the company is jointly liable for fines and compensation (Article 18). Criminal proceedings need the written permission of the Minister, and the Minister may settle for an amount between twice the minimum and twice the maximum fine before a final judgment (Article 16). The Committee can also order the violator to fix the position and remove the breach at once or within a set period (Article 15).

Practical point. The Ministry of Commerce and Industry runs a voluntary pre-review service for merger and acquisition projects, which lets the parties contact the competition department before the formal filing (moci.gov.qa). We use it when the market impact is unclear.

Offers for listed companies (QFMA Decision No. 8 of 2025)

Decision No. 8 of 2025 issued new Offering and Listing, and Mergers and Acquisitions Rules. Article 2 of the decision gives those the rules apply to one year from publication in the Official Gazette to bring themselves into line, and the Chairman of the Authority's board may extend the period. Article 3 repeals the earlier rules that the new rules replace. The rule numbers below are the numbers in the rules published by the QFMA.

Scope (rule 16.1.1). Chapter 16 applies to mergers where at least one party is a Qatari listed company, and to acquisitions where the target is a Qatari listed company. It does not apply to a merger or acquisition between unlisted companies of the same group as a listed company that does not involve the listed company itself, although the listed company must disclose the event.

Approval before the offer (rules 16.3.3 and 16.3.4). An offer must be approved by the QFMA before it is made. The offeror applies on the Authority's form with the information in Schedule 3. If the offeror or the target is a financial institution, the authority that supervises it must also approve, and its approval is attached to the application. The QFMA can approve only if all documents and information were provided and the offer is not harmful to the interests of the licensed exchange or the public. It gives notice of its decision within 10 working days of a completed application, and it can extend that period.

Timetable (rule 16.3.2). The offeror gives the QFMA a proposed timetable, which the QFMA must approve before the offeror takes any further step. The timetable includes the date the offer document goes to the QFMA, the date it goes to the target, the date of the offeror's shareholder approval if it is listed, the closing date and, for an acquisition, the last date for paying the price.

Shareholder approval and completion (rules 16.3.6 and 16.3.11). An offeror may not hold its extraordinary general assembly on the offer earlier than the day after the QFMA gives notice of approval. The offer must be completed within 30 working days of that assembly, and the QFMA can extend the period if the offeror asks within it and gives reasons.

Disclosure. The offer, the offer document and the approved timetable are disclosed under rule 12.2.1 as soon as possible after approval (rule 16.3.4). Information about an offer must not be disclosed beyond what the rules allow before that point (rule 16.2.1).

Ownership thresholds (Chapter 17)

Chapter 17 sets how much of a listed company a person may build up and when an offer is required.

• How ownership is counted. Indirect ownership counts. That includes holdings of minor children, entities the person controls or owns more than 50% of, holdings through derivatives that give an equivalent interest, the spouse, the group, and persons acting in alliance (rule 17.1.1).
• Lower threshold. A person owning at least 10% but less than 30% counting direct holdings and the holdings of a spouse and minor children, or at least 20% but less than 30% counting every form of indirect ownership (rule 17.2.1).
• Increases below 30%. Reaching the lower threshold or increasing within it is allowed only through a purchase on a licensed exchange, a private market set up by the exchange for a named purchase, or an offer under Chapter 16, and the transaction must be disclosed (rule 17.2.2).
• Reaching or passing 30%. A person may not become, or increase as, an owner of 30% or more unless the person has the QFMA's written approval, makes the purchase by an offer under Chapter 16, and discloses completion (rule 17.2.3). This does not apply to an increase of no more than 3% of the capital that leaves the person with no more than 33% (rule 17.2.3(4)).
• Exceptions. Transfers between ascendants and descendants, inheritance, a gift without consideration, shares issued in a Chapter 16 merger, a restructuring within a group, and a transfer to an underwriter (rule 17.2.4).
• Compulsory offer. A person who reaches 75% of the capital of a company on the main market, or 90% of one on the second market, must tell the QFMA as soon as possible and make an offer for the remaining shares, no later than 30 working days after completion. The price cannot be lower than the highest price of any offer by the same offeror in the year before completion (rule 17.3.1).
• 90%. A person who reaches at least 90% but less than 100% must make a compulsory offer once, even if one was made in the previous six months (rule 17.3.4). On the main market the offeror may, with the QFMA's approval, make the offer conditional on reaching 90% (rule 17.3.2). After a compulsory offer the offeror may not make another offer for six months without approval (rule 17.3.3).
• Exemption. The QFMA may exempt a person from a compulsory offer if the shares the person acquires in the transaction are no more than 3% of the listed company's capital, the person confirms that it will sell down below 75% within three months, and it applies within 15 working days of completion (rule 17.3.5). The shares that must be sold carry no vote and no dividend.

Foreign buyers (Foreign Capital Investment Law, Law No. 1 of 2019)

Ownership. Article 2 allows a non-Qatari investor to invest in all economic sectors up to 100% of the capital, as the executive regulation provides and subject to Article 4 and the laws on the exercise of commerce and professions by non-Qataris. A request to go above 49% of a company's capital goes to the competent department on its form with supporting documents and the fee. The department decides within 15 days of receiving the full documents. Silence for that period counts as a refusal. The applicant may appeal to the Minister within 15 days, the Minister decides within 30 days, silence is again a refusal, and the Minister's decision is final (Article 3).

Closed areas. A non-Qatari investor may not invest in banks and insurance companies, except as the Council of Ministers allows, in commercial agencies, and in any other field the Council of Ministers names (Article 4). Check this first for any deal that involves a financial institution, a distributor or an agency.

Listed joint stock companies. A non-Qatari investor may own up to 49% of a Qatari joint stock company listed on Qatar Exchange, after the Ministry approves the proposed percentage in the company's incorporation contract and articles. A higher percentage needs Council of Ministers approval (Article 7).

Sale of the investment. A non-Qatari investor may transfer the investment to another investor, or give it up to the Qatari partner, under the applicable laws. The new investor takes the place of the former one in rights and duties, and the investment keeps its treatment under the law (Article 15). The law also protects against expropriation except for public benefit, without discrimination and against compensation (Article 13), and allows free transfer of funds (Article 14). Disputes other than labor disputes may go to arbitration (Article 16).

Who is outside the law. Article 25 excludes concession holders for natural resources, companies established or held by the government and companies in which the state holds at least 51%, or a lower percentage with Cabinet approval, together with non-Qatari investors, and companies and persons licensed by Qatar Petroleum or investing in oil, gas and petrochemicals. Those follow their own contracts and laws.

Penalties. The competent department notifies an investor who breaches the law and gives up to three months to correct it. If the breach is not corrected, the department cancels the project's license and strikes the company or branch from the commercial register, and the investor may appeal to the Minister as under Article 3 (Article 19). Carrying on an economic activity in breach of the law is also punished by a fine of up to QAR 500,000 (Article 20).

Transfer of shares in a limited liability company

Most private deals in Qatar are share sales in a limited liability company.

• A partner may transfer his interest by an official document, to another partner or to a third party, under the terms of the incorporation document. The transfer cannot be raised against the company or third parties until it is recorded in the partners' register and in the commercial register (Article 237).
• The company may refuse to record a transfer only if it breaches the incorporation document or the law (Article 237).
• Unless the incorporation document says otherwise, a partner who sells for value to a non-partner must notify the other partners through the manager. Any partner may then ask to take the interest at its real price and on the same terms. If the price is disputed, the company's auditor sets it. If 30 days pass from notice with no partner using the right, the seller is free to sell (Article 238).
• Transfer by inheritance or will is not subject to this pre-emption right (Article 239).
• If several partners use the right, the interests are divided in proportion to their share of the capital (Article 240).

Read the incorporation document before you sign anything. It may remove or change the pre-emption right, and it may require consents that the law does not.

Tax

Income tax. Under the Income Tax Law, income from the shares or interests of companies resident in Qatar, or listed on its markets, and capital gains from disposing of them, count as income arising in Qatar (Article 3(4)). The general rate is 10% of taxable income (Article 9). Capital gains that a natural person makes from disposing of real estate or securities are exempt, as long as those assets are not part of a taxable business (Article 4). A company seller, including a foreign company, should expect the gain to be taxable unless an exemption or a tax treaty applies. The executive regulation is Cabinet Decision No. 39 of 2019, amended by Cabinet Decision No. 3 of 2023 and Cabinet Decision No. 4 of 2026 (issued 12 January 2026). The text of Law No. 24 of 2018 on Almeezan carries later amendments, and some article numbers repeat. Confirm the current text and the effect of any treaty with a tax adviser before you set the price.

Exemption for in-kind contributions. The gain from revaluing a company's assets when it contributes them in kind for capital in a resident joint stock company is exempt if the shares received are registered shares and are not sold within five years (Article 4).

Due diligence and deal terms

A Qatar deal needs more than a standard share purchase agreement. These points come up in almost every file.

• Approvals map. List every approval before signing: competition, QFMA, the supervisor of any financial institution, the Ministry for foreign ownership above 49%, the Administration for assembly resolutions, and any consent in the target's contracts and licenses.
• Conditions precedent. Closing is conditional on the approvals that the law requires before completion. For the competition filing, the 90 days run from the date the notice reaches the Committee, so build the timetable around it.
• Long-stop date. A date after which either side can walk away, set to cover the 90 days and the QFMA's 10 working days with some room.
• Warranties and indemnities. A share deal and a merger carry all liabilities with the company. Ask for warranties on tax, employees, licenses and litigation, with a retention or escrow.
• Disclosure and leaks. For a listed target, early disclosure of the plan has legal rules of its own (rules 16.2.1 to 16.2.4). Control the people who know.
• Governing law and forum. Choose the governing law and the forum with care. We cover arbitration, court enforcement and foreign judgments in our guide on Qatar dispute resolution.
• Registration. A transfer is not effective against the company and third parties until it is recorded in the register of partners and the commercial register (Article 237), and an acquired share counts only after registration (Article 288).

Common mistakes

• Treating the 40% presumption in Article 287 as a safe harbor. It is a presumption for control, and control can also be shown by the board or voting agreements.
• Closing before the competition decision or before 90 days have passed (Article 10).
• Assuming no filing is needed because the law has no turnover figure. The test is control or dominance of the market, and the Committee judges it.
• Forgetting that a foreign buyer going over 49% needs approval (Article 3), and that banks, insurers and commercial agencies are closed to non-Qatari investors (Article 4).
• Buying a stake in a listed company in steps that cross 30% without the QFMA's written approval and an offer (rule 17.2.3).
• Missing the 30 working days for a compulsory offer after crossing 75% or 90% (rule 17.3.1).
• Ignoring the pre-emption right of partners in a limited liability company (Article 238).
• Putting an agreement in place that is not recorded in the partners' register and the commercial register (Article 237).

Read also: Qatar Market Entry: Foreign Ownership and Free Zones Guide | Qatar Commercial Contracts Under the Civil Code: A Guide | Qatar Dispute Resolution: Arbitration and Enforcement Guide

Frequently asked questions

Which law governs company mergers in Qatar?

The Commercial Companies Law, Law No. 11 of 2015, Articles 276 to 281 for mergers and Articles 287 to 290 for acquisitions.

Do I need competition approval for an acquisition in Qatar?

You must notify the Competition Protection Committee if the transaction leads to control or dominance in the market (Article 10 of Law No. 19 of 2006). The Committee has up to 90 days, and silence counts as approval, but you cannot complete before the decision or the end of that period.

Is there a turnover threshold for a filing?

Not in the law as published on Almeezan. The test is control or dominance in the market.

Can a foreign company own 100% of a Qatari company?

The Foreign Capital Investment Law allows up to 100% in all economic sectors, as its executive regulation provides. A request to exceed 49% goes to the competent department (Article 3), and banks, insurance companies and commercial agencies are closed to non-Qatari investors (Article 4). A listed joint stock company is limited to 49% without Council of Ministers approval (Article 7).

What happens when I buy 30% of a listed company?

You may not reach 30% or more without the written approval of the QFMA and an offer under Chapter 16 of the rules, unless the increase is no more than 3% and you end with no more than 33% (rule 17.2.3). The rules are in the QFMA's Decision No. 8 of 2025.

When must I make an offer for the rest of a listed company?

At 75% on the main market, or 90% on the second market. You tell the QFMA at once and make the offer within 30 working days (rule 17.3.1).

Do the other partners have a right to buy my interest in a limited liability company?

Yes, unless the incorporation document says otherwise. If you sell to an outsider for value, each partner may take the interest at its real price on the same terms within 30 days of notice (Article 238).

Who takes the liabilities in a merger?

The surviving or new company. It becomes the legal successor of the merged companies in all rights and duties (Article 281).

Is capital gains tax due on a share sale?

Gains on shares of Qatari resident companies are income arising in Qatar (Law No. 24 of 2018, Article 3(4)), taxed at 10% (Article 9). A natural person's gain on securities is exempt unless the securities belong to a taxable business (Article 4). Check treaties and the current text.

Can you run a Qatar deal from outside the country?

Yes. We manage the file from our office in Kuwait, in cooperation with our partners in Qatar.