QUESTION: Can we have more than one manager in a limited-liability company in Qatar? We are seven investors in a company but we all are not its partners. Is it mandatory that a company can appoint only its partner as manager? What is the maximum number of managers that is allowed? Can we go for a board? We have a different company wherein not all are partners. In such case is there a restriction in appointing the same manager in the other?
FT, Doha
ANSWER: Managers shall be appointed in the Articles of Association of the company or in a separate contract for a specific period or without limitation. Companies Law stipulates that a limited liability company shall be managed by one manager or more which shall be selected from the partners or otherwise. Unless the Articles of Association limits the powers the manager shall have full power to manage the company.
If a manager is appointed in the Articles of Association without limitation of a specific period, such a manager shall remain in the company unless the Articles of Association provides for the possibility of removal.
The Articles of Association may provide for a Board of Directors/Managers and define the method of its work and stipulate the majority voting rights required to adopt resolutions. Approval of the General Assembly is required to hold a managerial position in a competing company or one with similar objects, or conduct commercial dealings which compete with or are similar to those of the company’s business, whether for his account or for that of the third party under Article 243. A breach will result in the right to dismiss the manager and compel him to pay compensation.
Amount of gratuity
Q: If I resign from my company after three years and eight months of service, will the gratuity calculated for three years only or the remaining eight months also be considered and at what rate?
NC, Doha
A: Article 54 of the Labour Law provides that an employer and employee can agree on the amount of gratuity provided the amount equals to or is higher than three weeks’ of the employee’s termination basic salary for every full year that he has worked for the employer and part years are pro-rated. Accordingly you are eligible for minimum 11 weeks basic salary; nine weeks for the three years and two weeks for the remaining eight months service.
Employment terms to stay unaffected
Q: Our company shareholders have decided to sell the firm and new partners are going to take over the business. What are the employees’ rights then? Who will pay their dues, the new partners or the existing partners? Can the employer himself change contract letter?
AZ, Doha
A: The company is a legal entity and that has an independent legal existence from that of its shareholders. Accordingly even on transfer of ownership, the employee’s employment and its terms will continue unaffected. Article 52 provides that on merger or transfer of its ownership or the right in its management to a person other than the employer for any reason the successor shall be jointly liable with the former employer for the payment of the workers entitlements accruing from the latter. Any change to the employment contract by the employer itself is arbitrary and hence not legal.
Notice of evacuation
Q: We have received an advice that if we continue at the leased premises the lease would be treated as renewed. Accordingly, we have continued in the premises despite receipt of a registered notice to vacate. We ignored the notice. We have now received a court notice stating illegal stay, trespass and all these charges. Is this legally correct?
KT, Doha
A: As per Law when notice of evacuation has been given by one party to the other and the lessee, notwithstanding the notice, continues to enjoy the property after the expiry of the lease, the lease will not, subject to proof to the contrary, be deemed to have been renewed.
However, if the lessor gives notice to the lessee by a registered letter without cover of non-renewal of the lease except for a specific rent or under certain other conditions for which the lessee remains silent, his silence shall be deemed as a renewal of the lease at the rent or conditions notified thereto by the lessor.
Grant of NOC at employer’s discretion
Q: I work with a private company and I have been hired locally. After working with the present company for more than one year, I have just received an excellent offer from another establishment. I have asked my manager for an NOC so that I can switch job in a month. I have also spoken with the company CEO but his response has not been encouraging. As I am locally hired in Qatar, in case the company terminates me, will I get an NOC? What are my other options?
DDL, Doha
A: As per prevailing Laws, grant of NOC is at the discretion of the employer irrespective of place of hire, overseas or local; and unless otherwise supported by NOC, re-entry will be prohibited for two years. Also, by appropriate notice an employer may terminate the services of the employee, without stating any reason.
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LEGAL SYSTEM IN QATAR
When the clause as to inalienability in the contract is valid and where the person subject to such clause acts violation thereof, the person laying down the condition and the person in whose favour it is made may act with a view to invalidating such disposal.
However, a disposal that is contrary to the clause shall be valid if it is ratified by the person introducing it unless the clause is introduced in favour of a third party. An inalienability or restrictive clause shall not be invoked towards third parties unless they were aware thereof at the time of disposal or could have been aware thereof.
If the thing is a real property and the disposal in respect of which the clause is made is chartered, such third party shall be deemed aware of the said clause at the time of such chartering.
According Article 852, when two or more persons are owners of the same thing but their respective shares are not divided, they are co-owners and, in the absence of proof to the contrary, their shares are deemed to be equal.
Every co-owner in common has the right to use the property owned jointly and to exploit to the extent of his share provided he does not injure the rights of title other co-owners. He is entitled to alienate his share of the common property. In the absence of an agreement or a provision of the law to the contrary, the management of a property held in common belongs jointly to all the owners in common.
The majority of co-owners shall, on the basis of the value of their shares, shall have the right to undertake ordinary acts of management. Such majority shall be entitled to appoint from amongst the partners or others a manager who shall undertake the management.
They shall also draw up the rules governing such management. The decisions adopted by the majority shall be applicable upon all the partners including their successors in title whether such successors in title are universal or particular.
If the majority said above is not available, the court may upon the request of any partner take the necessary measures deemed necessary or in the general interest. If required, it may appoint a manager of the jointly owned property.
According to Article 857, a co-owner who conducts the management of the joint property, without any objection being raised by the other co-owners, is considered to be their mandatory. If the majority raise an objection, such acts of management shall not be effective towards the remaining co-owners.