Circular No. 2 of 2022 of the Qatari Ministry of Commerce and Industry regarding appointment of experts and evaluations of in-kind shares

Introduction

The Ministry of Commerce and Industry in Qatar (the “MoCI”) has recently issued a new circular regarding private shareholding companies. Circular No. 2 of 2022 dated 1 February 2022 (the “Circular”) regulates the mechanism and controls of appointing experts to evaluate the in-kind shares and special benefits for shareholders of private shareholding companies.

Scope of Circular

Circular No. 2 of 2022 applies to private shareholding companies whether upon incorporation, increase of share capital, conversion of any type of companies to a private shareholding company, merging into a private shareholding company, acquisition of a private shareholding company by share swap or upon division into a private shareholding company.

The Circular is an important step towards clarifying and determining the obligations of each concerned party in the process of evaluating in-kind shares and special benefits of the shareholders of private shareholding companies. This is due to the reason that such evaluation is required under the law in a number of occasions such as the incorporation, conversion, acquisition and merging of private shareholding companies. As the Commercial Companies Law have not clarified the mechanics of such evaluation, the Circular will serve as a guide to all concerned parties, including the shareholders, evaluators and the employees of MoCI themselves.

Schedule of Experts

The Circular provides that the MoCI (Departments of Control and Inspection of Establishment and Restructuring of Companies) shall prepare and issue a schedule of experts/evaluators from the following fields:

– financial auditors licences in the State of Qatar and established under the MoCI or the Qatar Financial Centre;

– evaluators registered with the Ministry of Justice; and

– experts who are licenced to provide financial and economical consultancy services and who have experience in evaluation.

Evaluation Procedures and the Evaluation Report

The Circular sets out the procedures to be followed by the MoCI, the company and the appointed experts/evaluators. Such procedures include (but is not limited to) (i) the application to be submitted at the MoCI in relation to the evaluation request, (ii) appointment of the evaluators, (iii) evaluation timelines, (iv) MoCI’s approval of the evaluation report.

In terms of the data/information to be available in the evaluation report, the MoCI has indicated the minimum information that is required to be available in the evaluation report, which should be issued in Arabic language or at least be translated into Arabic if prepared in a different language. Such information includes (but is not limited to) (i) the name of the evaluator, (ii) the purpose of the evaluation, (iii) the evaluation methodology, (iv) sources of information and data, (v) disclaimers that the MoCI is not responsible for the content of the report and that the providers of the in-kind shares shall be jointly responsible for the information included in the report.

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