Qatar has two regulators for one placement, and a line of one hundred.

A manager marketing into Qatar is standing in front of one of three regulators, and the first task is to know which. The answer depends on what is offered, by whom and through what channel, and the three regimes were written by three bodies that divide the territory between them without a map a foreign manager would recognise. The Qatar Financial Markets Authority regulates offers and listings of securities in the State. The Qatar Central Bank regulates the banks, and the banks are where most of the investors sit. The Qatar Financial Centre has its own regulator, its own funds rules and its own conduct regime, and a firm in the Centre deals with the State's market only within limits the Centre's rules set. Beneath all three sits the onshore funds law of 2002, which makes founding a fund without authorisation an offence. A placement has to know which regime it is standing in front of before the first meeting, because the first meeting is already inside one of them.

This note sets out the Financial Markets Authority's regime and its count, the central bank's route through the banks and its conditions, the Centre's professional investor funds and the State fund manager bridge, the onshore funds law and what it forbids, how the three regimes divide the territory, the count read closely, the bank route's documents, the Centre's position for a land platform, a comparison, a worked placement as a type, cases, what each party holds, the sequence, questions, terms and what to read.

The Financial Markets Authority and the count

The Qatar Financial Markets Authority, under Law No. 8 of 2012, regulates the offering and listing of securities in the State. Its approval is required for an offer of securities, with a carve-out the law provides: an offer to existing holders of the issuer's securities, or an offer made directly to not more than one hundred potential buyers without public invitation, is a private offering outside the approval requirement. An offer that has been approved by a recognised foreign regulator is notified to the Authority within two weeks of the foreign approval. The Authority regulates listed funds; the central bank regulates the rest.

The count is a count of persons approached, not of persons who subscribe. A manager who approaches one hundred and twenty institutions over a year and closes with eight has made a public offer. The count is per offer, so a successor fund starts at zero, and it is a count of persons, so a family office with three decision-makers approached separately may be three. The record that proves the count is the manager's: a list of persons approached, with dates, documents and the route, and it is the first thing the Authority asks for if it inquires.

The carve-out's second limb, no public invitation, is read as strictly as the first. A conference presentation, a web page reachable from Qatar that names the fund, an interview describing it, a mailing to a list: each is a public invitation in the Authority's reading, and an offer preceded by one is not private whatever the count.

The Central Bank and the banks

The Qatar Central Bank's instructions to banks, in the part on investment and the section on marketing foreign funds, govern the route most foreign funds take, because the investors sit in the banks' private-banking books and the banks are the regulated parties the central bank supervises. A bank may market units of a fund established by a bank or financial institution outside Qatar, provided the foreign institution is licensed in its own country to manage investments and establish funds. The conditions then run through the manager's documents and the bank's conduct. Adequacy checks on the foreign institution and its annual audited financials, which the bank obtains and keeps. The full prospectus, held by the bank. The subscriber's acknowledgement, in a prescribed form, that the bank is a marketer without responsibility for the fund's results. A written contract between the bank and the foreign manager. Records of the marketing and the subscriptions. No re-badging of the foreign fund as the bank's own product. And an Arabic prospectus.

A manager whose documents were drafted for one of the centres discovers in Doha that they are missing a language, a clause and an acknowledgement form, and that the bank's compliance function reads the manager's home licence for the two activities the instructions name, managing investments and establishing funds, and stalls the book if the licence names one and not the other.

The Centre beside both

The Qatar Financial Centre has its own regulator and, since the beginning of 2023, its Professional Investor Funds Rules, which replaced the private placement schemes rules closed to new registrations at the end of 2022. A standard professional investor fund offers units only to professional investors, individuals being certified by the manager, with no minimum investment and a cap of one hundred and ninety-nine investors. An exempt professional investor fund takes self-certified investors with a minimum of four hundred thousand riyals and the same cap. The legal form is a QFC company or a QFC limited partnership. The fund manager may be a QFC fund manager, with the regulatory capital the rules require, standard or exempt, or a State fund manager licensed by the central bank or the Authority, which is the bridge between the Centre and the State and the route by which an onshore-licensed manager runs a Centre fund.

A placement of a QFC fund's units is governed by the Centre's rules on who may be offered them and how. A placement of a foreign fund's units to a QFC firm is read under the Centre's conduct rules for that firm. The Centre's collective investment scheme rules govern its qualified investor and retail schemes and the marketing of foreign schemes within the Centre.

The onshore funds law

Law No. 25 of 2002 on investment funds governs funds founded in the State. A fund is founded by a bank or an investment company the central bank has authorised. A fund investing abroad needs the central bank's authorisation; a fund investing in Qatari shares, real estate or projects needs the central bank's authorisation and the Minister's approval. The fund is registered in the funds register at the Ministry; the manager's appointment is subject to the central bank's approval; units are issued by public or private subscription; non-Qataris may participate, to percentages the Minister sets for funds investing in Qatari shares, real estate or projects. Founding a fund without authorisation carries imprisonment and fines, liquidation and the return of subscriptions. A foreign platform that wants to hold Qatari real estate through an onshore fund is inside that law, and most choose the Centre's form to sit beside it rather than inside it, holding Qatari parcels through companies in the permitted areas.

How the three divide the territory

The Authority asks whether securities are being offered in the State and whether the offer is public; the count and the absence of public invitation answer it. The central bank asks whether a bank it supervises is marketing a foreign fund and whether the bank is doing so on its instructions; the bank's conduct answers it. The Centre asks whether a Centre firm is offering or being offered units and whether the Centre's rules are kept; the firm's conduct answers it. The funds law asks whether a fund has been founded in the State; the form of the vehicle answers it. A manager whose placement touches the State's investors directly is in front of the Authority; one whose placement runs through a bank is in front of the central bank as well; one whose vehicle or counterparty is in the Centre is in front of its regulator; and one whose vehicle is onshore is in front of the funds law. Several of those at once is the usual case.

The count, read closely

The count is easy to state and hard to keep. It is kept by one list, maintained by one person, recording every person to whom the fund's securities are offered by anybody acting for the manager, with the date, the documents and the outcome. A placement agent's approaches are the manager's. A distributor's approaches in another state are not in Qatar's count unless the person approached is in Qatar. An approach to a person who declines is in the count. An approach to a person who then introduces a colleague is two approaches if the colleague is offered the securities. A bank's approaches to its own clients under the central bank's route are the bank's, on the bank's record, and the manager's own list does not carry them; a manager who approaches the bank's clients directly has put them on its own list and outside the bank's route.

The hundred is a hard number with no tolerance, and a manager who intends to approach more than a hundred persons has intended a public offer that needs the Authority's approval, which for a foreign private fund is usually not sought. The usual answer for a large Qatari register is the bank route, which has no count.

The bank route's documents

The bank's compliance function requires, before it markets, the written contract with the manager; the manager's home licence naming both activities; the adequacy material and the audited financials; the full prospectus in the form the bank will hold; the Arabic prospectus; the subscriber acknowledgement in the prescribed form; and the manager's confirmation that the fund will not be re-badged. The bank's own conduct rules under the central bank govern its dealings with its clients, and the bank classifies its clients under those rules. The manager's file holds the contract, the documents as delivered to the bank, and the bank's confirmation of the subscriptions; the bank's file holds the rest.

The Centre for a land platform

A foreign platform holding Qatari land forms a Centre professional investor fund, with a QFC or a State fund manager, holding parcels through companies in the twenty-five areas a non-Qatari may hold in. The platform's placement is under the Centre's rules: professional investors, within the cap of one hundred and ninety-nine, certified by the manager. The parcel companies' ownership is under the State's foreign investment law of 2019 and the ownership list. The onshore funds law is read for what the platform must not become, which is an onshore fund founded without authorisation; the Centre's form is chosen partly so that it is not one. The State fund manager bridge lets an onshore-licensed manager run the Centre fund, which a Qatari sponsor often prefers.

By regime · by question	The Authority	The Central Bank	The Centre	The funds law
What it asks	Is a security offered in the State, and is the offer public	Is a supervised bank marketing a foreign fund on the instructions	Is a Centre firm offering or being offered units under the rules	Has a fund been founded in the State
The answer that keeps the placement lawful	Not more than one hundred approached; no public invitation	The contract, the licence, the prospectus, the Arabic version, the acknowledgement, no re-badging	Professional investors; the cap; the manager's certification	A Centre or foreign form, not an onshore fund
Who keeps the record	The manager, for its own approaches	The bank	The Centre firm	The Ministry's register
Typical holders	Institutions approached directly	The banks' private-banking clients	Centre firms and the platform's own investors	Onshore funds' subscribers

Why the territory is divided this way

Qatar's three regimes grew from three institutions with three remits, and the division is historical rather than designed. The central bank supervised the banks before there was a securities regulator, and its instructions on marketing foreign funds date from the controls it introduced in 2007; the banks were the channel through which foreign funds reached Qatari investors, and the central bank regulated the channel it supervised. The Financial Markets Authority was created to regulate the securities market and the offers made into it, and its carve-out for private offers is a securities-law concept applied to any security, funds included. The Centre was created as a financial free zone with its own legal system, and its rules govern its own firms and funds. None of the three was written with the others in view, and a manager reads them as three instruments that happen to touch the same placement rather than as one regime with three chapters.

The practical consequence is that a placement can be lawful under one and unlawful under another. An offer within the count and without public invitation is outside the Authority's approval requirement; if it was made through a bank that did not follow the central bank's instructions, the bank is in breach of its own regime. A Centre fund placed within the Centre's rules to a Qatari institution is lawful in the Centre; if the institution was approached in the State in a way the Authority reads as public, the State's question is still asked. The manager's map assigns each holder to the regime whose question its approach will have to answer, and answers it.

The Minister's percentages

The onshore funds law lets non-Qataris participate in funds investing in Qatari shares, real estate or projects to percentages the Minister sets, and the percentages are a fact about an onshore fund a foreign platform rarely chooses to be inside. A foreign manager that forms an onshore fund to hold Qatari real estate, with the central bank's authorisation and the Minister's approval, has a vehicle whose foreign participation is capped by ministerial decision, whose manager the central bank approved, and whose register is in the Ministry's funds register. The Centre's form avoids the cap and the approvals by holding the parcels through companies rather than through an onshore fund, which is why most foreign platforms choose it, and the choice is read against the 2019 foreign investment law's treatment of those companies rather than against the funds law.

The cost of getting it wrong

Under the 2012 law the Authority's powers over an unapproved public offer reach the offeror and the offer: penalties, the suspension of the offer, and in the Authority's discretion the unwinding of subscriptions taken on it. Under the central bank's instructions a bank that marketed outside them has breached its own regime, and the bank's remedy is to decline the placement and report. Under the funds law the founding of an onshore fund without authorisation is a criminal offence with imprisonment and fines, and the law provides for the fund's liquidation and the return of subscriptions. The Centre's regulator has its own enforcement powers over Centre firms. A manager that reached a Qatari register outside the right regime has a finding in the State, a bank that will not act for it again and, in the worst case, a vehicle the law has dissolved.

Where it surfaces

At the hundred-and-first approach, which nobody counted because nobody kept the list.

At the bank's compliance function, which returns the memorandum for the language, the acknowledgement and the licence.

At the Ministry's register, which records an onshore fund the foreign platform did not mean to found.

At the Centre's regulator, which reads a Centre fund's register against the cap of one hundred and ninety-nine.

At the Authority's inquiry on another matter, which begins with a request for the list.

A timeline, as a type

Month one: the map; each Qatari holder assigned a regime; the list opened; the bank contracted; the Centre fund's formation begun with a State fund manager. Month two: the Arabic prospectus and the acknowledgement prepared; the bank's diligence on the manager's licence completed. Month three: the direct approaches to eight institutions, recorded; the bank's marketing to its clients under the instructions; the Centre fund notified under the Centre's rules. Month four: first close, with the institutions on the direct route, the bank's clients through the bank and the land platform's investors under the Centre's rules. Year two: a Centre fund investor's transfer, read against the cap. Year three: the successor fund; a new list, a new contract with the bank, a new Centre fund.

The structure paper's Qatar page

The structure paper carries a page for Qatar: the intended Qatari holders, each assigned to a regime and a route; the keeper of the count's list and the list's current number; the bank, its contract, the documents delivered in its form and the date of its diligence; the Centre fund, its manager, its cap and its placement record; the onshore funds law read against every Qatari vehicle in the structure, with counsel's confirmation that none is an onshore fund; and the foreign investment law and the ownership list for every Qatari company beneath. The page is what a Qatari institution's counsel asks to see before the institution commits, because a Qatari institution knows the three regimes better than the manager does and will not subscribe to a placement that cannot say which one it stands in front of.

Reading Qatar beside the Kingdom and Kuwait

A regional raise reads Qatar's three regimes beside the Kingdom's distributor and Kuwait's permit, and the comparison is instructive. The Kingdom and Kuwait each put one licensed intermediary and one regulator between the fund and the investor; Qatar puts a count, a bank or a Centre firm, and up to three regulators, depending on the holder. The Kingdom and Kuwait run clocks from filings; Qatar's direct route runs no clock and its bank route runs the bank's diligence. The Kingdom and Kuwait classify by glossary and by list; Qatar's direct route classifies nobody and counts everybody, and its bank route classifies under the bank's conduct rules. A manager who has run the Kingdom and Kuwait assumes Qatar will be the same and finds it is different in kind, and the difference is the reason the map is drawn before the first meeting.

A placement, as a type

A manager with Qatari institutions, Qatari families in a bank's book and a Qatari land platform to form maps the three regimes in month one. It lists the eight institutions it will approach directly, records each approach on one list, and stays far inside the count. It contracts with a Qatari bank for the families in its book, delivers the documents in the bank's form with the Arabic prospectus and the acknowledgement, and lets the bank market to its own clients under the central bank's instructions. It forms the land platform as a Centre professional investor fund with a State fund manager, holding parcels through companies in the permitted areas, and places the platform's units under the Centre's rules. Each placement is lawful in front of the regulator it stands before, and the three records are three documents in the structure paper.

Four cases, as types

A manager approaches one hundred and fifteen Qatari institutions and families directly over a year, on the footing that the offer is private because each conversation was. The count exceeds the carve-out; the offer needed the Authority's approval; the subscriptions were taken on an unapproved offer, and the Authority's inquiry begins with a request for the list the manager never kept.

A manager appoints a Qatari bank as marketer and sends its centre-form memorandum. The bank's compliance function returns it for an Arabic version and the subscriber acknowledgement, reads the manager's home licence and finds it names managing investments but not establishing funds, and the bank's own diligence on that point takes the quarter the manager had allowed for the whole placement.

A manager forms an onshore Qatari vehicle to hold land and admits foreign investors to it, treating it as a company. It pools money for investment in Qatari real estate under a manager; it is a fund under the 2002 law, founded without the central bank's authorisation or the Minister's approval, and the penalties reach the founders.

A manager maps the three regimes, keeps its direct approaches within the count on one recorded list, contracts with a bank for the private-banking book with the documents in the bank's form, and forms its Qatari land platform as a Centre professional investor fund with a State fund manager. Each placement is lawful in front of the regulator it stands before, and the Authority's inquiry, when it comes on another matter, is answered with the list.

What each party holds

The manager holds the map, the count's list, the contract with the bank, the documents in the bank's form and the Centre fund's placement under the Centre's rules.

The bank holds its conduct under the central bank's instructions, the prospectus, the acknowledgements and the records.

The Centre fund manager, QFC or State, holds the Centre fund's compliance with the professional investor funds rules.

Qatari counsel holds the reading of the four instruments and the drafting of the Arabic documents.

Each regulator holds its own question and its own record.

The sequence

1. The three regimes are mapped against the intended Qatari holders before the first approach, and each holder is assigned a route.
2. One list is opened for direct approaches under the count, with one keeper.
3. The bank is contracted and the documents prepared in its form, in Arabic where required.
4. Any Qatari holding platform is formed in the Centre's form with a permitted manager, and the funds law is read for what it must not become.
5. The Centre fund's placement is run under the Centre's rules within its cap.
6. The three records are kept in the structure paper.

Questions a manager asks

Does a foreign approval help. An offer approved by a recognised foreign regulator is notified to the Authority within two weeks; it does not remove the count or the public-invitation limb for an offer the Authority has not approved.

Can the bank route and the direct route be combined. They can, for different holders, provided the manager does not approach the bank's clients itself and the bank does not rely on the manager's count.

What is the cap in the Centre. One hundred and ninety-nine investors for a professional investor fund, standard or exempt, counted as the rules count them.

Can a Centre firm deal with the State's market. Within limits the Centre's rules set, and the State fund manager bridge is the route by which an onshore-licensed manager runs a Centre fund.

Is an Arabic prospectus always required. On the bank route, yes, under the central bank's instructions; on the direct route within the count, the Authority's rules are read for language.

What happens if the count is exceeded. The offer was public and needed the Authority's approval; the Authority's powers under the 2012 law apply, and the subscriptions were taken on an offer the law did not permit.

Terms used

Count: the Authority's carve-out for an offer made directly to not more than one hundred potential buyers without public invitation.

Public invitation: any communication inviting the public, which takes an offer outside the carve-out regardless of the count.

Bank route: marketing by a Qatari bank under the central bank's instructions on foreign funds.

Professional investor fund: the Centre's fund form under the 2022 rules, with a cap of one hundred and ninety-nine investors.

State fund manager: a manager licensed by the central bank or the Authority that the Centre's rules permit to manage a Centre fund.

Onshore fund: a fund founded in the State under Law No. 25 of 2002, requiring authorisation and, for Qatari assets, the Minister's approval.

What to read

Law No. 8 of 2012 and the Authority's offering rules; the central bank's instructions to banks, the section on marketing foreign funds; the QFC Professional Investor Funds Rules 2022 and its collective investment scheme rules; Law No. 25 of 2002 on investment funds; the 2019 foreign investment law and the ownership list for any holding platform. On this site, Qatar's marketing and holding rooms in the onshore interfaces and the marketing room under Jurisdictions.