QUESTION: Ours is a WLL company having a Qatari partner holding 51% shares and the balance 49% is shared equally by two expatriates in equal proportion. The company is in loss now and we are in difficulties. Creditors are going to court claiming dues and debtors don’t respond to our appeals. We cannot go to the court because only the Qatari shareholder has signatory powers. But he is not responding to our calls. We want to close the company. We have only the recent audit report, showing company is in deep loss. Please advice on how to dissolve the company.
EL, Doha
ANSWER: Under Article 290 of the Companies Law, if a limited liability company loses half of the capital as a result of losses from its business, the managers shall, within 30 days from the date of losses, present to the General Assembly the matter of reinstating the capital or dissolving the company.
In the case of company dissolution, a resolution approving it is required to be passed by a minimum of 75% of the capital majority vote. When dissolution is resolved, this should be achieved through liquidating the company. If the managers or shareholders fail to call for a General Assembly or to pass the requisite resolution in line with the above, the managers and or shareholders are jointly and severally liable for all the company’s liabilities. Hence file a case for dissolution in the court since resolution approving dissolution is not possible due to internal issues among partners.
Court after notice procedures will order liquidation by appointing a liquidator. The company’s commercial registration should be reissued with the wording “in liquidation” appearing after the company’s name. From this stage, the liquidator will be able to act for the Company.
If resolution approving the dissolution of the company could be achieved at the required majority, assembly may appoint a liquidator to execute the liquidation process.
A clearance from the tax department is also required for winding up process. Once the General Assembly resolution submitted to the Commercial Registry, the company is in official liquidation.
Working extra time without payment
Q: Normal working hours in Qatar, I understand, are 48 per week with a day off. For the last one year, I’ve been working for nine and a half hours a day without overtime payment. What actions can I take? My morning shift is from 8am to 1pm and the evening one is from 4pm to 8:30. Can they force me to work like this without paying extra? How about break time and time spent on commuting?
Lee, Doha
A: Ordinary working hours shall be 48 a week at the rate of eight hours per day. Any extra time should be treated as overtime and maximum work a day, including overtime, shall not exceed 10 hours. Break time shall not be taken into consideration in calculating the working hours. Also the time spent by the worker in transportation to and from the place of work and residence of the worker shall not form part of the working hours.
Article 73 of the Law No 14 of 2004 and Decision No 11 of 2005 are relevant on work hours. The normal overtime rate is 125% and for off days and holidays workers will be entitled for 150%. Also, workers, excluding shift workers, who work between 9pm and 6am shall be paid at the rate of 150%. Keep records of extra time and seek assistance of the Labour Department.
Meeting cost of repatriation
Q: I have been working in Qatar as a sale associate with a company in Qatar for nearly two years. I have just given my resignation letter. But my company manager says that as I have not completed two years, they won’t meet my repatriation costs. I am puzzled. I joined the company on October 18, 2102. In 2013, I was not allowed to go on vacation but the company gave me one month’s leave salary in March this year considering it as my vacation period for my second year with the company. Please advice.
BSH, Doha
A: Article 57 stipulates that upon termination of the service of the worker, the employer shall, at its cost, return him to the place from where employer has recruited him at the commencement of the engagement or to any place agreed upon between the parties. There is no minimum period of service specified in the law for entitlement of repatriation ticket.
In the case of termination of a definite term contract before completion of the agreed term, the employee must bear the return expenses provided the contract provides so.
However, as your term of contract is two years and you are terminating the contract along with its completion, you are entitled for repatriation cost. Payment of leave travel fare without actual travel will be subject to terms of employment.
Sponsorship change right
Q: I first came to Doha on a business visit four years ago. After being offered a job by a company, I changed my business visit visa to work residence under my employer’s sponsorship. Is there any clause in Qatar’s Labour Laws to get a release from my current employer now?
SH, Doha
A: Except for reasons provided under Article 12 of the Sponsorship Laws, transfer of employment or grant of no objection is not a matter of right. Under Article 12, appropriate authority may transfer sponsorship temporarily if there is a legal dispute between the sponsor and the expatriate worker. In all other cases employer, at its discretion, should grant the permission. Qatar’s Labour Law does not provide any such right now.
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LEGAL SYSTEM IN QATAR
The third party holder is liable to restitute the benefits of the mortgaged property from the date he has been summoned either to pay or to abandon the property. If legal proceedings are abandoned within three years, he has only to account for the benefits as from the day that a new summons is served on him.
The third party holder has, against his preceding owner, a right of action for warranty to the extent that a successor in title has against the person from whom he has acquired the property.
The third party holder has also a right of action against the debtor for payment of any sums paid to him, for any reason whatsoever, in excess of the amount due by him in accordance with his title deed.
He is subrogated into the rights of the creditors discharged by him, particularly into the guarantees furnished by the debtor, but not into those furnished by a party other than the debtor. The third party holder is personally liable towards creditors for any deterioration caused to the immovable by his fault.
The mortgage is extinguished when the secured debt is extinguished. It is revived together with the debt if the cause by reason of which it was extinguished disappears without prejudice, however, to the rights acquired by a third party in good faith in the interval between the extinguishment of the right and its revival.
When the formalities of a purge are carried out, the mortgage is definitely extinguished even if the ownership of the third party holder who proceeded with the purge disappears for any cause whatsoever.
However, when the mortgaged property is sold by public auction as a result of compulsory expropriation proceedings taken against either the owner, the third party or the receiver to whom the abandoned property was delivered, the mortgage rights encumbering the property are extinguished by the deposit of the purchase price or by payment thereof to the inscribed creditors who, by virtue of their rank, are entitled to receive payment of their claims out of that price.
Pledge is a contract by which a person undertakes, as security for his debt or that of a third party, to hand over to the creditor or to a third person chosen by the parties, a thing over which he constitutes, in favour of the creditor, a real right, and by which the creditor is allowed to retain the thing pledged until repayment of the debt and to obtain payment of his claim out of the price of such thing, no matter in whose hands it may be, in preference to unsecured creditors and to creditors following him in rank.
According to Article 1129, only movables or immovable which can be sold independently by public auction may be the object of a pledge. A pledge extends to the accessories of the pledged property.
A thing may be pledged to secure several debts if the person who holds the thing accepts to possess it for the account of the creditors even if he is one of them.
