The role of the company secretary under Qatar law

With only a few references in the Commercial Companies Law No. (11) of 2015 (the Companies Act), two articles of the corporate governance code issued by the Qatar Financial Markets Authority (QFMA code) and limited sections of the Qatar Financial Center Corporations Regulations (QFC Regulations), the role and responsibilities of the “Company Secretary” are largely unregulated within the Qatar Corporate Regulatory Framework.

However, a 2019 decision by the Minister for Trade and Industry, although limited to private joint-stock companies, could signal that further regulation of this role may be forthcoming.

In practice, shareholders and/or board members often perceive the role of a company secretary as purely administrative and may not appreciate the importance of the function.

Although not legally required for most companies in Qatar, the Corporate Secretary performs important operational and compliance oversight functions.

Is it mandatory to have a company secretary?

The appointment of a general secretary is compulsory only for joint-stock companies. It is optional for other types of companies, such as limited liability companies, as well as companies registered in Qatar Free Zones (QFZs), where the founders can decide if they need a company secretary.

Companies registered in the Qatar Financial Center (QFC) are also required to appoint a secretary.

How do you appoint a company secretary?

The company secretary is usually appointed by shareholder or board resolutions, depending on the assignment of powers defined in the company’s articles of association (AoA), memorandum of association (MoA) and/or a shareholders’ agreement (SHA) .

It is recommended to have terms of reference in the AoA, MoA and/or SHA defining eligibility criteria for this role, terms of service, scope of responsibilities and authorities.

For private joint-stock companies, the MoCI Decision (defined below) sets out certain eligibility requirements for the position of Corporate Secretary, namely being either (i) a member of an association of chartered accountants, (ii) member of an organization secretaries; (iii) a legal expert; or (iv) holds a degree from a recognized university or equivalent.

What are the role and responsibilities of the General Secretary?

Corporate law

While the Companies Act mandates the appointment of a company secretary in joint-stock companies, it does not list the duties and/or responsibilities of this role.

The only provisions relating to the secretary deal with his appointment by the general meeting of shareholders and his signing of the minutes of the meetings.

Decision No. 71 of 2019 of the Minister of Commerce and Industry issuing Corporate Governance Rules for Private (Joint-Stock) Companies (MoCI Decision)

Article 10 of the MoCI decision sets out the role and responsibilities of the secretary of a private joint-stock company, which reflect the provisions of the QFMA Code (see below) and include:

Recording of minutes of board meetings and board resolutions in a special register under serial numbers

Find out about the members present and any reservations they may have

Maintaining all minutes of Board meetings and all records, books and reports submitted to or by the Board

Under the supervision of the President, ensure the delivery and distribution of working documents, documents, information and meeting agendas, and ensure coordination between the directors, the board and other stakeholders of the company

Ensure board members have full and timely access to all board meeting minutes, as well as company-related information, documents and records

QFC rules

Section 60(1) of the QFC Regulations states that: “Every LLC shall at all times have a suitably qualified secretary”.

However, there is no provision regarding the role, powers and/or responsibilities of the secretary.

The QFC Rules only refer to the Secretary’s ability to sign certain documents, whether independently (such as notices of change of name or registered address) or jointly with an administrator (such as executing documents in the name of the company).

AFEQ Corporate Governance Code

Apart from the MoCI decision, the QFMA Code is the main instrument of Qatari law that defines the role of the Secretary General and provides a list of his duties and responsibilities in the context of publicly traded joint stock companies.

The AQFM Code defines the term “secretary” as the “person appointed by the board [pursuant to this Code] responsible for organizing and coordinating the affairs relating to the Council and the Company”. The secretary should preferably be “a person holding a university degree in law or accounting from a recognized university or equivalent, and who has at least three years’ experience in managing the affairs of a listed company”.

Article 17 sets out the duties and responsibilities of the secretary which include:

  • Sending invitations to board meetings
  • Recording of minutes of all board meetings
  • Keep records, books and reports submitted by or to the board
  • Under the supervision of the President, ensure timely access to information and coordination among Board members, as well as between the Board and other business stakeholders, including shareholders, management and employees
  • Ensure board members have full and timely access to minutes of all board meetings, company information, documents and records
  • Advice and assistance in the performance of the duties of directors

How does the Qatari legal framework compare to other jurisdictions?

Although some jurisdictions may have more detailed and/or minimum mandatory rules, there is no uniform governance code regarding the role of the company secretary. The laws of Qatar in general, and the provisions of the QFMA Code in particular, are consistent with the duties and responsibilities generally assigned to company secretaries in most jurisdictions, including the UK and the US.

Last word

Whether or not the appointment of a general secretary is mandatory under Qatari law, the practical benefits of such a role should not be overlooked.

Benefits of having a company secretary include (but are not limited to):

  • Ease the administrative burden of record keeping on other company officers or employees with separate roles and responsibilities
  • Support directors in the performance of their duties
  • Ensure greater transparency and better access to the decision-making process
  • Contribute to the overall legal compliance of company operations
  • Facilitate access to appropriate records when needed (e.g. audit, due diligence, etc.)

Under Qatar law, shareholders and board members have the flexibility to tailor the role and responsibilities of the company secretary to the specific operational needs of the company. For example, the secretary may also be responsible for keeping the company’s articles of association up to date; be designated as an authorized signatory of the company; and propose and review company policies and practices to ensure continued legal compliance. The company secretary may also take on a number of administrative tasks, such as insurance, change of address/name, VAT registration, social benefits, etc.

About Yvonne Lozier

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