Qatar

The State of Qatar and the Qatar Financial Centre have undergone rapid development in the world of venture capital and technology startups. As of this writing, there are no fewer than 8 leading regional and global VC firms with a presence in the QFC, including: Alchemist, B Capital, Builders VC, Deerfield, Human Capital, Utopia, Golden Gate and Rasmal. (Most of these firms are part of the Qatar Investment Authority’s “Fund of Funds” program.) As the VC ecosystem continues to take shape in Qatar, local stakeholders may wonder if the legal system provides an adequate framework. In this article, we discuss one of the most important legal documents in the world of VC—the ubiquitous SAFE—and whether local startups can use them reliably. Background The world of VC and startups is distinct from more traditional investments like private equity and M&A, where investment targets are typically larger and more established companies. As startups rarely take on debt financing, most startups rely on equity financing from early investors and VC firms. This means fewer share purchase agreements and more share subscription agreements or Simple Agreements for Future Equity (better known as “SAFEs”). VCs typically invest in technology startups in their immediate and extended markets. But when VCs operate in unfamiliar markets, they understandably prefer to incorporate familiar elements. One important element is the use of holding companies established in jurisdictions with no direct connection to the target startups, but with considerable history as destinations for VC investment. Those jurisdictions are limited to just a few names: Delaware, Cayman Islands, Singapore, and arguably a few others. One of the many reasons for the concentration of startup holding companies and VC investments in a handful of jurisdictions is the predictability of how the legal systems in those jurisdictions will enforce the rights of parties involved in startups—from founders to employees to all levels of investors (pre-seed, seed, Series A, etc.) to the startup companies themselves. The Simple Agreement for Future Equity (SAFE) One of the core documents in the world of startups is the Simple Agreement for Future Equity (SAFE). Since startup companies often raise capital before they have begun to generate consistent profits (or even revenue), it is very difficult for early-stage investors and founders to agree on valuation. When parties cannot agree on valuation, they cannot agree on what a certain investment (e.g. 1 million USD) is worth in terms of an ownership percentage in the company. Hence, the popularity of SAFEs in which one contractual term is agreed at the outset (the cash value of the investment) and another key term (percentage of ownership) is determined at a future date based on certain events. The use of SAFEs has become commonplace all over the world, so much so that even the wording of these contracts has become relatively standardized (even more so than FIDIC agreements or LMAs). Initially, the wording of popular SAFEs was made to fit target companies incorporated in Delaware. But as SAFEs became increasingly popular in other jurisdictions (Cayman, Singapore, etc.) new SAFEs emerged with localized language for those places. Are SAFEs Sharia-compliant? But SAFEs have not gained similar adoption in the Muslim world, for some obvious reasons. First, many experts consider SAFEs to be unacceptably “speculative”, thus rendering them inconsistent with Sharia principles due to the concept of ‘gharar’. In most SAFEs, the investment amount is clear, but the other half of the equation is not. Investors are not entitled to a certain percentage of the company they are investing in, and it is very possible that those investors could ultimately end up with a percentage of the company that does not accurately reflect its value at the time of investment or at the time of vesting. Another issue affecting SAFEs and other startup investment practices in the region is the common use of multiple classes of shares—Ordinary, Preferred, Series A preferred, Redeemable, Convertible, etc. Traditional corporate rules in Islamic jurisdictions require that all shareholders hold identical rights, thereby limiting the ability to issue preferred shares or provide other negotiated rights that startup investors have come to expect. In those environments, even basic VC concepts such as liquidation preferences, conversion discounts, or valuation caps can be viewed as incompatible with local law. The QFC – a viable alternative Consequently, founders and investors often default to more familiar jurisdictions such as Delaware, the Cayman Islands, or Singapore. In some cases, they go so far as to establish a new holding company with no operational nexus to the underlying business, accepting the costs and administrative friction of a cross-border structure simply to gain confidence that their transaction documents will be enforced as intended. But startups in Qatar—whether incorporated under the Ministry of Commerce and Industry (MOCI), the Qatar Free Zone Authority (QFZA) or other licensing authorities—may not need to resort to such measures in order to facilitate future VC investment, because the QFC offers many of the same advantages as these other jurisdictions, namely: Respect for the principle of Freedom of Contract A common law system based on English law A transparent court system which publishes its judgments A panel of highly respected and experienced judges hailing from many of the most advanced legal systems around the world Application of agreed governing law, including QFC law No unilateral application of Sharia, which typically conflicts with SAFE notes and related legal concepts like preference shares vs ordinary shares An “Onshore court system” with minimal friction between QFC court substantive decisions and execution of judgments against assets in Qatar No tax on foreign-sourced profits No capital controls Use of English language in proceedings (no mandatory use of Arabic for proceedings or translations of English language documents) Adequate remedies for investors, including: Specific Performance: the QFC courts can compel the company to issue the investor the number of shares to which he/she is entitled under the SAFE Monetary Damages: under QFC contract law, an aggrieved party is entitled to compensation from a breaching party that would put the aggrieved party “in the position he would have been in if the contract had been properly performed.” This is key, because in the event of a dispute between SAFE holders and companies, only “expectation damages” can properly compensate investors. Other types of damages like “reliance damages” (which restore the aggrieved party to the position it was in before the contract) do not adequately compensate startup investors for the risks they take for investing in early-stage companies. Conclusion – Your SAFE is safe in the QFC As more startups and VCs continue to set up shop in Qatar, they will consider how—and where—to structure their investments, including SAFEs. Even startups that already operate in mainland Qatar through the Ministry of Commerce and Industry may find it beneficial to set up a QFC holding company and then engage in capital raising through that entity, rather than raising directly through their MOCI entity (for the reasons discussed above in ‘Are SAFEs Sharia-compliant?’) or by setting up a foreign holding company. For the reasons set out above, both startups and VCs operating in Qatar may conclude that there is no need to interpose unrelated jurisdictions (like Delaware or Singapore) in order to facilitate investment, and the Qatar Financial Centre may be the most appropriate choice for all stakeholders in the ecosystem. In conclusion, your SAFE is safe in the QFC. Authors: Dean Jaloudi, Partner 

On 4  August 2025, the Board of Directors of the Qatar Financial Markets Authority (“QFMA”) issued Decision no. 5 of 2025, issuing the Governance Code of Listed Companies (the “New Code”). The New Code, published in the Official Gazette dated 17 August 2025, came into effect immediately. However, affected companies have one year to make changes necessary to comply with its provisions. With over 50 companies listed on the Qatar Stock Exchange (“QSE”) as of this writing, dozens of prominent Qatari companies may need to consider how to come into compliance before August 2026. Here are some key takeaways from the New Code that QSE-listed companies should consider: As mentioned above, affected companies have one year to make necessary amendments to come into compliance with the New Code. Nevertheless, the New Code is effectiveupon publication, meaning that companies currently applying to convert into a Qatari Public Shareholding Company (“QPSC”) and be listed on the QSE may have to make last minute adjustments in order to comply with the New Code. These adjustments could include: Revising their proposed QPSC Memorandum and Articles of Association Revising Board Charters before they take effect Expanding their proposed Board of Directors Updating the draft Offering Prospectus before publication in order to accurately reflect the governance structure, size and names of Board members, among other information. It would be advisable for companies currently going through the listing application process to check with the QFMA and confirm whether they may proceed with their applications as is. The New Code applies to both Main Market and Venture Market public listed companies. Previous governance codes were limited to one category or the other. (As of this writing there is only 1 company on the Venture Market, but it is expected that this number will increase in the next year or so.) 6.The definition of “Insider” has been expanded to include both Board Committee Members and the spouses and children of Insiders. Higher standards now apply to Independent Board Members, including the following requirements: Relevant education and professional experience Shareholding restrictions also apply to the first degree relatives of the potential Independent Board Member Employment restrictions apply to both the Independent Board Member and his/her first degree relatives Independent Board Members cannot serve more than 2 consecutive terms Instead of a minimum requirement for one-third (1/3) of the Board to be independent, the New Code requires an absolute minimum of 3 Independent Board Members. For smaller boards (with the minimum of 7 members), this would result in a largely independent Board (nearly 50%). For larger boards (e.g. 11 members), this could potentially result in a board that is less than 1/3 independent. More focus has been given to ESG issues, with an obligation on listed companies to consider their impact on the environment and on society, in addition to good governance. The Chairman of the Board of the QFMA may extend the one-year compliance grace period for one or more additional one-year periods. GLA will continue to monitor developments with respect to the 2025 Governance Code and will publish a more detailed summary in the coming weeks. For more information, please feel free to contact Dean Jaloudi, Partner and Head of Qatar Office ([email protected]). Author: Dean Jaloudi, Partner

Riyadh, Saudi Arabia 01, May 2025: Massar Business Solutions and Omani & Partners are pleased to announce their strategic alliance, combining legal excellence and business innovation to deliver integrated solutions across Saudi Arabia and the wider region. Founded with a mission to serve the corporate law, property, and litigation needs of businesses across all five continents, Omani & Partners LLP brings unmatched expertise in both domestic and international commercial contracts. Their team of highly specialized professionals includes university professors, former judges, senior state attorneys, and international law experts. This partnership reflects the shared vision of both organizations to support businesses and government entities in Saudi Arabia by delivering world-class legal counsel, strategic advisory, and cutting-edge business technologies. By combining Massar’s expertise in business incorporation, client onboarding, and visa facilitation with Omani & Partners’ elite legal services, the partnership will enable clients to confidently navigate complex regulatory environments, safeguard their interests, and expand across borders. “This partnership marks a transformative moment for businesses operating in the MENA region and globally,” said Steven Little, CEO of Massar Business Solutions. “Together with Omani & Partners, we are building a robust ecosystem that not only addresses today’s challenges but also paves the way for sustainable growth and success in the future.” “At Omani & Partners LLP, we are proud to collaborate with Massar Business Solutions to deliver integrated legal and business services that meet the evolving needs of the Saudi market. Together, we are committed to supporting clients with innovative, practical solutions that enable sustainable growth and cross-border success.” said Dr. Nasser Al-Adba, Founder and Managing Director of Omani & Partners LLP. The collaboration also emphasizes a strong commitment to thought leadership and global engagement. Omani & Partners is actively involved in international legal forums and maintains key relationships with courts, and academic institutions worldwide. Companies across Saudi Arabia and beyond can now benefit from a powerful combination of business facilitation and world-class legal support, prepared to meet the demands of a fast-evolving market and are ready to lead clients to new heights of strategic success. For enquiries, please contact [email protected] For information on Massar Business Solutions visit www.massaraa.com For information on Omani & Partners LLP visit Omani & Partners

Riyadh, Kingdom of Saudi Arabia – Omani & Partners LLP, a leading law firm specializing in dispute resolution, corporate and commercial law, and emerging legal fields, has officially opened its new office in Riyadh, Saudi Arabia. This expansion marks a significant step in the firm’s commitment to supporting businesses in the Kingdom, aligning with the goals of Saudi Arabia’s Vision 2030. Strategic Growth in a Dynamic Market The Riyadh office enhances Omani & Partners’ ability to deliver tailored, on-the-ground legal solutions in one of the world’s most transformative markets. The firm’s expertise spans real estate and construction claims, mergers and acquisitions, technology-related matters, and litigation, positioning it as a trusted advisor for businesses navigating the Kingdom’s evolving legal and regulatory landscape. Leadership Driving Excellence The Riyadh office is spearheaded by Managing Partner Mr. Ibrahim Al-Amiry, with Counsel Ahmed Helmy bringing additional expertise to the team. Together, they provide clients with actionable insights and practical solutions for the Kingdom’s most complex legal challenges.   Strengthening Regional and Global Capabilities Omani & Partners’ presence in Saudi Arabia, and its headquarters in Doha, Qatar, enhances its ability to provide seamless legal support across the GCC and beyond. The firm’s global network ensures clients receive efficient, tailored solutions for cross-border matters. About Omani & Partners LLP Omani & Partners LLP is a premier law firm offering expertise in dispute resolution, corporate and commercial law, and emerging legal fields. Combining deep regional knowledge with a global perspective, the firm empowers businesses to succeed in today’s fast-evolving legal and economic environment.     For more information or to connect with the Riyadh team, please contact: Riyadh - Prince Mohammed bin Salman Road - Al Aqeeq District. Ibrahim Al-Amriy Managing Partner Tel: +966 59 857 4668 [email protected]