To buy a business in Qatar, first decide what you are buying: shares in the company, or the shop and its assets. Then check the CR and commercial permit on the Single Window, the company’s tax position with the General Tax Authority, its staff and their dues, the lease, and any debts or pledges, before any money changes hands.
Checks on the Single Window and with MOCI
| Check | Where | What it tells you |
|---|---|---|
| CR extract | Single Window Certificates, QAR 50 | The company’s registered data, for any company |
| CR and permit status certificate | Single Window Certificates, QAR 50, Tawtheeq login | Whether the CR and commercial permit are active |
| Commercial permit extract | Single Window Certificates, free | The permit for the premises |
| Closed and liquidating firms | Single Window public register | Whether the company is under liquidation or closed |
| Regulatory Record Report | MOCI digital services, with the company’s consent | Licence status, complaints, violations and administrative closures |
Ask the seller to consent to MOCI’s Regulatory Record Report; a refusal tells you something. The CR must also list every activity the business carries on, since none may be practised outside it.
Tax: returns, clearance and who pays what is owed
The Income Tax Law makes both the transferor and the transferee jointly responsible for taxes and penalties owed to the General Tax Authority (GTA), under its Article 27. So check the seller’s tax position as closely as its accounts.
Returns and assessments
Every return filed, any assessment or penalty, and the tax card. Even an exempt company must file.
Tax clearance
Dhareeba issues a tax clearance certificate only when all returns are filed and all dues paid.
Notify the change
A change of ownership is notified to the GTA within 30 days, and so is a sale or ending of the activity.
Gains on the sale
Gains on shares in a Qatari company are taxable in Qatar. A capital gains return is due within 30 days of the contract.
Make tax clearance a condition of payment, and keep part of the price back until the GTA position is settled.
Staff, the establishment card and what workers are owed
Employment contracts do not end when a business is sold. Article 52 of the Labour Law says a contract continues when the establishment merges or its ownership or management passes to someone else, for any reason, and the successor is jointly liable with the former employer for all the workers’ accrued rights.
Ask for every contract, the wage records, leave balances and each worker’s start date. Once a worker has a full year, gratuity builds up at no less than three weeks’ basic wage for each year of service, so long service is a cost you take on.
The staff file to ask for
A list of workers with nationality, job, start date and basic wage, with the signed contracts.
Proof that wages were paid on time, month by month.
Unused annual leave and the gratuity each worker has earned so far.
Any labour complaint or dispute that is still open.
Establishment card
A Ministry of Interior record, updated in Metrash under General, Establishment, Update/Renew Establishment. Staff residence renewals need it, so bring it in line after the change.
Buying assets only
A worker may work only for the employer who brought them in. If staff move to your own company, plan each transfer with a PRO adviser.
The lease, debts and pledges
| Item | What the law says | What to do |
|---|---|---|
| Lease | A tenant may not assign the lease or sublet without the landlord’s written permission (Lease Law, Art. 14); doing so is a ground for eviction (Art. 19) | Get the landlord’s written consent before you pay |
| Commercial permit | The permit belongs to a location; a move needs the papers of a new one (Single Window) | Check the permit matches the premises you are taking |
| Pledges | A business may be pledged by official contract, entered in the commercial register within 30 days; the entry protects the pledge for five years unless renewed (Commercial Law, Arts. 53 to 55) | Ask for a CR extract and the seller’s statement on pledges |
| Seller’s creditors | Within ten days of the sale being published, they may ask the court to auction the business if they think the price is below its real value and offer a tenth more (Art. 42) | Pay a fair, documented price |
| Trade name | A buyer who takes over the seller’s trade name takes on the obligations made under it, unless a contrary agreement is recorded in the register or creditors are told by registered letter (Art. 65) | Record any agreement, or trade under a new name |
In a share purchase, the company keeps its debts, bank facilities and court cases. Ask for bank statements, loan agreements, guarantees and a list of open claims, and have the seller warrant in the contract that nothing else exists.
How we help
We help you look at the business before you pay. We check its records on the Single Window, prepare a feasibility study of its numbers, list the documents to ask the seller for, and prepare the Comprehensive Update file once the deal is signed. Your lawyer drafts the contract, your accountant checks the tax position, and MOCI and the other authorities decide each application.
