The onshore interfaces · room 06 of 09
Qatar, marketing in.
A Qatari institution can be reached under two regimes that share a coastline and not a rulebook: the State's own, read from the Investment Funds Law of 2002, the Central Bank's instructions to banks and the Financial Markets Authority's law of 2012; and the Qatar Financial Centre's, read from the Regulatory Authority's rules. Which one the approach is made under is settled before the approach.
Read from Law No. 25 of 2002, the Qatar Central Bank's Instructions to Banks, Part VII, Law No. 8 of 2012, the QFC Law No. 7 of 2005 and the Professional Investor Funds Rules 2022, as at August 2026.
Where complexity arises · The onshore interfaces · nine rooms
01 · The ground
Two regimes, one peninsula
Qatar is two regimes side by side. The approach is made under one of them, and the choice precedes the approach.
The State regulates funds through its Central Bank and its Financial Markets Authority under laws written for the domestic market. The Qatar Financial Centre, established by Law No. 7 of 2005, regulates through its own Regulatory Authority under rules written on the common-law model. A Qatari institution may be approached under either, and the two do not read each other's rulebooks.
Law No. 25 of 2002 on Investment Funds, which governs funds founded in the State by a bank or an investment company the Central Bank authorises; the Central Bank's Instructions to Banks, whose seventh Part tells a bank what it may market; and Law No. 8 of 2012, which gives the Financial Markets Authority the offering and listing of securities in the State. Three instruments, three bodies, and no single one of them is written for a foreign private-markets fund.
The QFC Law of 2005 and under it the Regulatory Authority's rulebooks: the Collective Investment Schemes Rules for qualified investor and retail schemes and for the marketing in or from the Centre of schemes established elsewhere, and the Professional Investor Funds Rules 2022, in force from the start of 2023, which replaced the private placement regime of 2010 and closed it to new registrations on 31 December 2022.
A Qatari bank approached in Doha is in the State. A firm licensed in the Centre and approached in its office is in the Centre. The sovereign and the large families hold entities on both sides of that line, and which entity subscribes decides which rulebook governed the approach to it. The chart names the subscribing entity and its location before it names the regime.
A reverse-solicitation safe harbour written into an instrument. The State's funds law treats the founding of a fund without authorisation as an offence; the Centre's rules permit an authorised firm to deal in fund units only for professional investors. A structure that relies on the investor having called first is relying on practice, and practice is not read on this site.
Two rulebooks, two regulators, one investor base. The approach is designed, not made.
02 · The State route
Law 25 of 2002 and the Central Bank
Onshore, a foreign fund reaches an investor through a Qatari bank, under conditions the Central Bank wrote for the bank.
The State's law is written for funds founded in Qatar. A fund founded elsewhere enters through the one door the Central Bank's instructions open, and the instructions are addressed to the bank, not to the fund.
Law No. 25 of 2002 defines a fund as an entity founded under its provisions by a founder the Central Bank authorises, requires the Bank's authorisation for a fund investing abroad and the Minister's approval as well for one investing in Qatari shares, real estate or projects, permits units to be offered by public or private subscription, admits non-Qatari participation within percentages the Minister sets, and makes founding a fund without authorisation an offence carrying imprisonment and liquidation. It does not provide for a foreign fund to be offered in the State. Its silence is the first constraint.
Part VII of the Central Bank's Instructions to Banks, section 2/4/1, permits a bank to market units of funds and portfolios issued or established by banks and financial institutions outside Qatar, on controls that have applied since February 2007: the foreign institution must be licensed in its own country to manage investments for others and to establish funds; the bank must check its adequacy and experience and obtain its audited accounts each year; the bank must hold full copies of the prospectus and every illustration of its conditions; the subscriber must confirm in writing that it received the prospectus and understands that the bank is a marketer bearing no responsibility for the results; and the bank must contract with the foreign manager, disclosing the contract's effect to the investor in writing.
Section 2/4/2 forbids a bank to change the name, characteristics or conditions of a product it markets, requires the Arabic prospectus to show the same characteristics, risks and parties as the original, requires the purchasing of units for marketing to be done by a department independent of the bank's own investment, and requires the activity to be shown in the bank's returns to the Central Bank. The bank is a marketer and a record-keeper, and the instruments make it nothing more.
Law No. 8 of 2012 puts the offering of securities in the State under the Authority's approval, with a private offering outside it where the offer is made to existing holders or directly to not more than one hundred potential buyers without any public invitation, and with a notification to the Authority within two weeks where an offer has been approved by a regulator abroad. A private-markets placement sits inside the carve-out by count, and the count is kept.
A Qatari bank enters the chain with a contract, a file and an annual demand for the manager's audited accounts. The offering document acquires an Arabic version that must match it exactly, which freezes the English at the date of translation. The number of Qatari offerees is counted against one hundred, and a fund that runs a second close has to count again.
The State's door is a bank with a file. The fund is the file's subject, and the file is kept in Arabic.
03 · The Centre route
The Professional Investor Funds Rules 2022
In the Centre a foreign fund is marketed by an authorised firm to professional investors, and a Centre fund can be the vehicle itself.
The Qatar Financial Centre is both a market and a seat. Its rules govern the marketing in or from the Centre of schemes established elsewhere, and since 2023 they offer a fund form drawn for exactly the investor a private-markets manager wants.
The Collective Investment Schemes Rules deal with the marketing and sale in or from the Centre of units in schemes not established there, and the Professional Investor Funds Rules permit an authorised firm to deal in professional investor funds only for professional investors. Business customers and eligible counterparties of an authorised firm are professional investors automatically; individuals must be certified. The party that does the marketing holds a Centre authorisation, which puts it on the chart as a node.
A professional investor fund is a QFC company or a QFC limited partnership, open-ended or closed-ended, registered with the Regulatory Authority in one of two forms. A standard professional investor fund issues units only to professional investors, with individuals certified by the fund manager, has no minimum investment and at most 199 investors. An exempt professional investor fund admits self-certified individuals, carries a minimum investment of QR 400,000 and the same cap of 199 investors. The cap is the structural fact: a vehicle that expects two hundred holders is two vehicles.
The fund manager may be a QFC fund manager, with paid-up capital of QR 1.8 million for a standard fund and QR 250,000 for an exempt one, or a State fund manager, a bank, insurer or investment manager licensed by the Central Bank or the Financial Markets Authority. That second option is the bridge between the two regimes on this page: an onshore manager may run a Centre fund under a contract that binds it to the Centre's rules.
The Private Placement Schemes Rules 2010 accepted registrations until 31 December 2022 and continue to govern the funds registered under them. A Centre fund offered to a manager as a private placement scheme is either one of those, read under the old rules, or a professional investor fund under the new. The two are not the same vehicle with a new name.
A Centre vehicle gives the Qatari institution a unit in a fund regulated on a common-law model, on a register capped at 199, with a manager that may be onshore. A foreign vehicle marketed into the Centre gives it the same unit it holds elsewhere, through an authorised firm. The choice between them is a seat decision, and it is taken in the structures room rather than the marketing one.
The Centre is not a lighter version of the State. It is a different answer to a different question.
04 · The two routes, side by side
What each does to the structure
One investor, two doors, and the structural cost of each is different.
The same Qatari institution can be reached under either regime. The table puts the two routes against the four questions a structure asks of any arrival state.
| By question · by route | The State | The Centre | What it does to the structure |
|---|---|---|---|
| Who makes the approach | A bank licensed by the Central Bank, under Part VII of its Instructions. | A firm authorised by the Regulatory Authority, dealing only for professional investors. | A licensed party enters the chain under either route. Under the State route it is a bank and its file; under the Centre route it may be the manager's own Centre entity. |
| Who may be approached | Offerees counted against the Financial Markets Authority's private-offer limit of one hundred, with non-Qatari participation in State funds set by the Minister. | Professional investors: business customers and eligible counterparties automatically, individuals by certification; 199 holders at most in a Centre fund. | Two different counts. A plan that has one list for Qatar has not decided which regime it is under. |
| What the document must be | An Arabic prospectus matching the original exactly, held by the bank with every illustration of its conditions. | The offer document the Centre's rules require, in English, with the fund manager's certification of individual investors. | The State route freezes the English at translation. The Centre route does not, and a fund marketed under both carries two frozen dates. |
| What follows the closing | The bank's annual demand for the manager's audited accounts and its reporting to the Central Bank. | The Centre fund's continuing registration, its reporting to the Regulatory Authority and the cap on its register for its whole life. | Under the State route the manager has acquired a Qatari bank as a counterparty for the life of the holding. Under the Centre route it has acquired a regulator. |
The comparison is not which route is easier. It is which counterparty the structure wants to carry for ten years.
05 · The binding constraints
Five, each attributed
Five constraints bind a foreign fund reaching a Qatari investor. Each is created by one instrument and moved by one party.
The list a structure paper carries for this interface, with the party who can move each item named beside it.
Instructions to Banks, Part VII, section 2/4/1. Moved by the Central Bank alone.
Law No. 8 of 2012 and the Financial Markets Authority's rules. Moved by the Authority, by approving a wider offer on application.
Instructions to Banks, section 2/4/2. Moved by nobody; it is the condition of the bank's licence to market.
Professional Investor Funds Rules 2022, rules 1.2.2 and 1.2.3. Moved by the Regulatory Authority, by written permission of another form or category.
The same Rules, Chapter 3. Moved by the manager, by choosing which of the two it will be.
Three of the five sit with the regulators and two with the manager. The two that sit with the manager are seat decisions.
06 · Where it breaks
Failure points
Each of these was decided before the first approach and found after it.
Five failures particular to a foreign fund reaching into Qatar. Not one is cured by drafting.
The sovereign's subsidiary was approached in its Centre office under the State route, by a bank. Surfaces when the subscription is signed by an entity the bank's file does not cover and the Centre firm that should have dealt with it was never appointed.
The Arabic prospectus was translated in March and the English memorandum amended in May for a European investor. Surfaces when the bank's file no longer matches the document the Qatari investor signed, which under section 2/4/2 is the bank's breach and the fund's problem.
Ninety offerees at first close, twenty more at second. Surfaces when the hundred-and-tenth approach is an offer the Financial Markets Authority did not approve.
A Centre feeder was built for the region and its register reached 199 in year two. Surfaces when the next subscription cannot be accepted and a second vehicle has to be formed mid-fundraise, with its own registration and its own clock.
A manager was offered a Centre vehicle described as a private placement scheme in 2024. The regime closed to new registrations at the end of 2022. Surfaces when the registration turns out to be a professional investor fund with a cap and a certification duty the term sheet never mentioned.
Every one of the five was visible in the instruments at the structure paper. Each is instead found at the subscription, by the party least able to absorb it.
07 · Where the work stops
The line
Your counsel signs the law. We design the structure that advice is set against, and stress-test it before the documents are drawn.
Three rows: what returns from a reading of this interface, what stays with the manager's own regulated, legal and tax advisers, and who takes the decision at the end of it.
The Qatar limb of the plan as a decision between two regimes, taken entity by entity: which subscribing entity sits where, which route reaches it, who the licensed party is under that route, what the document must be and when it freezes, and what counterparty the structure carries afterwards. Where the Centre is the seat, the fund's form and cap on the chart.
The appointment of the bank or the authorised firm and its terms; the Arabic prospectus and its conformity; every filing with the Central Bank, the Financial Markets Authority or the Regulatory Authority; the registration of a Centre fund and the certification of its investors; and every tax position, which sits with the tax adviser in its own name.
The manager, on those opinions, with the regime chosen for each Qatari subscriber before the first approach to it.
Qatar runs in two rooms: this one on marketing in, and the next on holding and exit, which reads the Centre as a seat for the holder as well as for the fund. What is on this page is the interface as it binds a foreign vehicle, read from the instruments and stated at their date.
Nothing on this page is advice, and nothing here invites any investment. It is our reading of published instruments, stated as at its date, and your counsel signs the law.
Read at Law No. 25 of 2002 on Investment Funds; the Qatar Central Bank's Instructions to Banks, Part VII, sections 2/4/1 and 2/4/2; Law No. 8 of 2012 of the Qatar Financial Markets Authority; the QFC Law No. 7 of 2005; and the Professional Investor Funds Rules 2022, Chapters 1 to 3 · stated as at August 2026
Where complexity arises · 11 minute readKuwait, marketing inHow a fund established outside Kuwait reaches a Kuwaiti institution: the permission of the Capital Markets Authority, held by a licensed Kuwaiti person, and since 12 February 2026 a ten-working-day institutional route for professional clients by nature.
Where complexity arises · 16 minute readSaudi Arabia, marketing inHow a fund constituted outside Saudi Arabia may be offered inside it: one door, held by a licensed distributor, opened by a notification that sits on the calendar before the first approach.
Where complexity arises · 10 minute readThe onshore interfacesWhere the investor or the asset sits onshore in the Gulf, the structure crosses a different kind of border: Saudi Arabia, Qatar and Kuwait read as interfaces, four questions each, from their own instruments and dated.
What this room is attached to
- The plan it constrains Marketing and placement · the arrival map
- The seat it competes with ADGM · the centre read at the level that binds
- The structure it binds Worked structures · an investor class