WLL or LLC in Qatar: what is the difference?

Is a WLL different from an LLC?

No. The Commercial Companies Law lists seven company forms, and a company that takes none of them is void (Articles 4 and 5). One is «الشركة ذات المسؤولية المحدودة», the limited liability company. "WLL" ("With Limited Liability") appears in many English trade names, while the Ministry of Commerce and Industry's English pages say "LLC". Both mean this one form, governed by Articles 228 to 263.

The company's name must include «شركة ذات مسؤولية محدودة» ("limited liability company"), or the managers become personally and jointly liable for its obligations (Article 229). For the registration steps, see registering a company in Qatar.

How does a WLL compare with a QFC LLC and a free zone company?

All three limit the owners' liability, but each has its own law and registry. The table follows the official texts.

A QFC entity's contracts with parties elsewhere in Qatar follow QFC law unless the parties agree otherwise (QFC Law, Article 18). A free zone company's dealings outside the zone follow the laws of the State (Article 41).

When can a foreign investor hold more than 49 per cent?

On the mainland, Law No. 1 of 2019 allows non-Qatari investment in all sectors up to 100 per cent of the capital (Article 2), but going above 49 per cent needs Ministry approval (Article 3). The activity must be on the Minister's approved list, with a business plan and a financial plan (Ministerial Decision No. 44 of 2020). Banks and insurance companies (unless the Council of Ministers exempts them), commercial agencies and any field the Council specifies stay closed (Article 4).

The QFC and free zone laws set no foreign ownership cap. Putting shares in the name of someone who does not own them, so that a non-Qatari can run an activity he is not licensed for, can amount to commercial concealment under Law No. 3 of 2023. See the commercial concealment guide.

Can one person own a WLL?

Yes. One person, an individual or a company, may form a WLL (Articles 2 and 228), and Ministerial Decision No. 72 of 2019 sets the steps (Article 8). The WLL rules apply except where they conflict with a single owner holding all the capital (Article 263). Key points:

• The owner manages it, or appoints managers who represent it and answer to the owner.
• The owner becomes personally liable for its debts if he winds it up or stops its business early in bad faith, or does not keep his own interests separate from the company's (Article 263).
• It ends on the owner's death unless, within six months, the heirs combine the shares in one person or continue it in another legal form. It also ends if a corporate owner ceases to exist (Article 302).

Keeping the owner's money apart from the company's is therefore what keeps the liability limited.

When does a branch or a holding company fit better?

In these cases the law requires another form, or another form fits more closely:

A holding company cannot own shares in general or limited partnerships, including partnerships limited by shares, or in other holding companies, and must show "holding company" on its papers (Articles 265 and 268). The QFC also offers holding companies under its own regulations.

Which founding-document mistakes cause trouble later?

Many founders use the Ministry's template unchanged. It is sound, but its default rules do not fit every partnership. Common mistakes:

• Vague share-transfer terms, although the law requires them (Article 231). The default 30-day pre-emption then applies, and the auditor prices a disputed share (Article 238).
• No method for valuing a share when partners buy it back, which the document may set (Article 231).
• A 50/50 split with no deadlock route. Resolutions need partners holding at least half the capital, and amendments need three-quarters (Articles 256 and 258).
• An English side agreement that contradicts the notarised Arabic founding document, which prevails (Article 6).
• A non-Qatari partner taking more profit than the founding document states, which is prohibited (Law No. 3 of 2023, Article 2).
• Silence on a manager running a similar business, who without the assembly's consent can be dismissed and made to pay compensation (Article 245).
• No supervisory board once there are more than 20 partners (Article 246).

If partners fall out after formation, see the partner disputes guide. For other contract terms, see reviewing a contract before you sign.

When should you speak to a lawyer?

Differences between structures usually show years later, when an investor joins, a partner leaves or a dispute starts. Signs it is worth getting advice:

• You are choosing between a mainland, QFC or free zone company, and your customers are in Qatar.
• Non-Qatari partners will hold more than 49 per cent, or your activity is close to a restricted field.
• You will be the sole owner and want to plan what happens to the company on your death.
• You are planning a group of companies or a holding company.
• Two partners will hold equal shares, or you want a clear exit and valuation clause.
• Someone has asked you to hold shares in your name for another person.

Questions people ask