In January 2019, the Law on Investment of Foreign Capital in The Economic Activity (“Foreign Investment Law”) received the Emiri assent and came into force in February of the same year. The Foreign Investment Law introduced important provisions to attract Foreign Direct Investment (“FDI”) through granting major and highly scaled incentives to encourage the foreign investor such as exceeding the 49% ownership cap provided under the Commercial Companies Law and furnishing the project owned by the foreign investor with the necessary land either through lease or usufruct right as well as exempting the project from income tax based on certain terms and conditions.
The business and legal sectors were awaiting the issuance of the executive regulations of the Foreign Investment Law to know the important procedural and application side of the said law. Recently, the Minister of Commerce and Industry promulgated the Decree No. (44) of 2020 regarding the Executive Regulations of the Foreign Investment Law (the “Executive Regulations”).
MAIN PROVISIONS OF THE EXECUTIVE REGULATIONS
Before we discuss the main provisions of the Executive Regulations, it is essential to know the excluded activities from the scope of both the Foreign Investment Law and the Executive Regulations. The excluded sectors that do not fall under the ambit of the said regulations are as follows:
A. Banking and Insurance services, unless the Council of Ministers provides otherwise; and
B. Commercial agency.
It is logical to exclude the abovementioned activities since they are heavily regulated by the Central Bank and due to their vital role in the economy, therefore they fall under the sole supervision of the Qatar Central Bank.
REQUIREMENTS FOR NATURAL PERSONS, JURISTIC PERSONS AND INVESTMENT PROJECTS
The Executive Regulations provides guidance on the requirements for the Non-Qatari investor’s eligibility to own up to 100% of the company/project. The requirements include natural persons, juristic persons and foreign investment projects, as follows:
* For natural persons, the only requirement for the natural persons is that he/she shall not be sentenced with a final judgement of imprisonment in relation to a crime involving moral turpitude or dishonesty, unless duly rehabilitated.
* For juristic persons, the requirements are:
A. The juristic person (e.g. company) should be dully incorporated in compliance with the laws of the country where its headquarter is located.
B. The activities intended to be performed in Qatar should match the company’s activities and purposes.
C. Legalizing the above documents from the country of the company’s headquarter and authenticating them by the Qatari embassy evidencing the above.
* For Investment Projects, the requirements are as follows:
A. The project’s activity should fall under the list of economic activities issued by the Minister of Commerce and Industry.
B. The foreign investor must submit a description of the activity, work plan and a financial plan for the project.
C. The foreign investor should undertake in writing to bear all liabilities arising out of the project, and to start the project within the timeline specified by the competent department at the Ministry of Commerce and Industry otherwise the approval granted will be deemed to be cancelled.
APPLICABLE PROCEDURES BY THE MINISTRY FOR GRANTING OWNERSHIP PERCENTAGE IN EXCESS OF 49% TO FOREIGN INVESTOR
1. An application should be submitted by the investor on the form admitted by the Ministry of Commerce and Industry. The application should be supported with the required documents as stated above and as may be required by the Ministry.
2. The application will be transferred to competent entities to issue the relevant approvals.
3. The competent entities shall respond to the application within the prescribed timeframe as per the performance indicators
4. The competent department shall respond to application within 15 days from the date of completing the required documents. The competent department shall notify the applicant with registered mail or by any other means. The lapse of the said 15 days without response from the competent department shall be deemed as refusal.
5. If the application is approved, the Ministry shall instruct the Commercial Registration Department to issue the CR based on the granted approval and shall inform the applicant to start the process of setting up the company in light of the approval.
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