Corporate & Commercial8 min read
Partner disputes in a Qatar company: exits, deadlock and your options
Faysel Al-MohannadiLawyer admitted before the Court of Cassation · Reviewed on
Short answer
In a Qatar WLL, the founding document comes first, then Commercial Companies Law No. 11 of 2015. Partners can remove a manager by general assembly vote, sell shares subject to the other partners' 30-day pre-emption right, hold managers liable for serious faults, or dissolve the company. The Investment and Trade Court hears these disputes unless the partners agreed to arbitration.
What governs a partner dispute, and where is it heard?
Every partner dispute starts with the founding document. It names the managers, sets the share transfer terms, and may cover buy-back rights, pricing and grounds for dissolution (Article 231). Amendments must be in Arabic and notarised, or they are void (Article 6).
Where the document is silent, the Companies Law applies, then the Civil Code's general rules (Article 2 of the Commercial Law). The Investment and Trade Court hears disputes between partners, or with the company (Article 7 of Law No. 21 of 2021), unless there is an arbitration agreement.
Partners can also find out what is going on:
- Inspect the books at the head office if there is no supervisory board; a clause preventing this is void (Companies Law Article 249).
- See the partners' register and assembly minutes, and receive the annual accounts (Articles 236, 251 and 259).
- With 20 per cent of the capital, require a general assembly; any partner can add an agenda item (Articles 250 and 254).
- With 10 per cent, ask the Minister to order an inspection where serious violations are likely (Article 330).
Which option fits your situation?
Common situations and the legal options, always read with the founding document:
| Situation | Options | Legal basis |
|---|---|---|
| No information on the accounts | Inspect the books, require an assembly, ask for an inspection | Companies Law Articles 249, 250 and 330 |
| Manager exceeds powers or competes | Removal by the assembly, compensation, a liability claim | Articles 113, 244, 245, 253 and 257 |
| Assembly decision breaches the law or document | Nullity claim by an objecting partner within one year | Article 261 |
| You want to sell | Official transfer; partners may buy first within 30 days on a sale to an outsider | Articles 237 and 238 |
| You want out, no buyer | Exit approved by the assembly, or a court request for reasonable cause | Article 297; Civil Code Article 539 |
| A partner is harming the company | Court request to expel for serious reasons | Civil Code Article 539 |
| Deadlock or heavy losses | Deadlock clause, vote to dissolve, losses put to the assembly within 30 days | Articles 291 and 298 |
| Assets at risk during the dispute | Ask the urgent matters judge for a judicial custodian | Procedure Law Article 27; Investment and Trade Court Law Article 9 |
How can a manager be removed or held liable?
The general assembly appoints managers (Article 253), by partners holding at least half the capital unless the document requires more (Article 256). A manager cannot vote on their own removal or discharge (Article 257).
If the manager is named in the founding document, replacing them may require an amendment backed by three-quarters of the capital (Article 258). The change binds third parties only once noted in the commercial register (Article 242). A manager who competes with the company without assembly approval may be removed and ordered to pay compensation (Article 245).
Managers carry the liability of joint stock company directors (Article 244): joint liability to the company, partners and third parties for fraud, abuse of power, breaching the law or the document, and gross error, with any excusing clause void (Article 113). The assembly decides on a company claim; a partner with personal harm may claim alone after notifying the company (Articles 115 and 116).
An assembly discharge does not end a claim (Articles 117 and 338), but time limits apply and vary, so ask early. Misusing company funds in bad faith for personal gain is a crime (Article 334).
How does a partner leave, or get expelled?
The usual exit is a share transfer by official instrument, binding on the company and third parties once entered in the partners' register and the commercial register (Article 237).
For a paid sale to an outsider, notify the other partners of the terms through the manager.
Each partner may buy at the real value on the same terms; if the price is disputed, the company's auditor sets it.
If no partner buys within 30 days of the notice, you may sell to the outsider, unless the document says otherwise (Article 238).
Several buying partners share in proportion to their holdings (Article 240).
The Companies Law gives no right to walk out alone. Courts have held that a partner cannot withdraw while the company continues unless the general assembly approves, in which case the partner recovers the share's value. Other Investment and Trade Court rulings let a partner leave for reasonable cause under Civil Code Article 539. An exit or death does not dissolve the company unless the document says so (Article 297).
The Companies Law allows expulsion by court only in partnership forms (Article 292). Yet the Investment and Trade Court has applied Civil Code Article 539 to WLLs: a judge may expel a partner for serious reasons, the company continues, and the share is valued on the day the claim is filed. Rulings are not uniform, so set exit and buy-out terms in the document.
If the company owns real estate, a change in its owners may need registering with the Real Estate Registration Department (Article 13 of Law No. 5 of 2024).
What if the company is deadlocked or losing money?
Grounds for dissolution include the end of the term or purpose, unanimous agreement unless the document allows a set majority, and a court judgment (Companies Law Article 291).
If losses reach half the capital, the managers must within 30 days ask the assembly to restore the capital or dissolve, and dissolution needs the majority for amending the document. Otherwise managers or partners are jointly liable for the resulting obligations (Article 298). The Investment and Trade Court has held that this article alone does not let a partner ask the court to dissolve.
Dissolution is published in the commercial register and two daily newspapers (Article 303). The partners, by ordinary majority, or the court appoint a liquidator (Article 307), and liquidation is limited to three years unless the court or Minister extends it (Article 316).
Can arbitration or mediation settle it?
Yes, if the partners agreed in writing, in the founding document or separately (Article 7 of Arbitration Law No. 2 of 2017). A court will not hear the dispute if the defendant invokes the agreement before defending on the merits (Article 8).
A judge can grant interim measures before or during arbitration (Article 9). Matters that cannot be settled by agreement cannot be arbitrated (Article 7), so check before relying on it for issues such as dissolution. Non-Qatari investors may agree to arbitration (Article 16 of Law No. 1 of 2019).
Mediation Law No. 20 of 2021 applies to Investment and Trade Court disputes; the mediator helps but cannot impose a solution (Article 4).
When should you speak to a lawyer?
Many disputes can be contained early. Signs it is worth getting advice:
- Decisions are taken without you, or the accounts are withheld.
- You suspect the manager is using company money or competing.
- You received notice of a sale to an outsider and the 30 days are running.
- You want out with no buyer, or the others want you out.
- Losses have reached half the capital, or equal holdings block decisions.
- You are unsure whether the arbitration clause keeps you out of court.
What the law says
This guide relies on the Commercial Companies Law (Law No. 11 of 2015, amended by Law No. 8 of 2021), in particular Articles 6, 113 to 117, 231, 236 to 261, 291 to 298, 303 to 316, 330, 334 and 338; Civil Code Articles 536 and 539 (Law No. 22 of 2004); the Investment and Trade Court Law (Law No. 21 of 2021, Articles 7 and 9); and the Arbitration Law (Law No. 2 of 2017, Articles 7 to 9), as shown on Al Meezan on 18 October 2026.
Read on Al MeezanQuestions people ask
The Companies Law gives no right to withdraw alone. The usual routes are selling the shares, subject to pre-emption, or an exit approved by the general assembly; courts have sometimes accepted a request to leave for reasonable cause.
Not under the Companies Law for a WLL. A court may expel a partner for serious reasons under Civil Code Article 539, and the founding document can set a compulsory buy-out.
No, unless the founding document says so (Article 297). The shares pass to the heirs, without the pre-emption right (Article 239).
One year from the decision, and only partners who objected in writing, or could not object, may bring the claim (Article 261). Filing it does not suspend the decision unless the court orders it.
This guide is general information about Qatari law, not advice on your case.
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Disagreement with your partners?
Review the founding document and your options first, and ask about your situation.