Disposing of shares to third parties
February 16 2019 01:06 AM
legal helpline
legal helpline

By Dr Nizar Kochery /Doha

Question: Due to some differences with other partners, I have decided to sell my shares in a company. To remain involved in the company’s activities indirectly I am planning to sell the shares to a friend. When I tried to process the sale of shares, the partners had objected to the transfer process stating that they have the right to purchase them. I don’t want to sell the shares to my partners. Is there any law which supports the objection of the partners? What is the provision as per law? Please advise. 

SK, Doha

Answer: According to Article 238 of Commercial Companies Law, unless the Articles of Association stipulate otherwise, if any of the partners wishes to assign his share to an individual who is not a partner in the company for consideration, he shall notify the other partners of the assignment terms through the director. Upon receipt of such notice, the director should notify the partners immediately. Every partner has right to redeem the share in its actual value and under the same assignment terms. In the event of disagreement on the price, the company’s auditor shall estimate the price on the date of redemption. If a period of 30 days expires from the date of notification with no partner exercising the right of redemption, the partner shall be free to dispose of his shares to third parties.

Buying lost or
stolen property
Q: My colleague has offered me a product for half the price and I have purchased it from him. Later on, I came to know that he was not the original owner. He had sold a lost property. Now he is not willing to buy back the product and has also confirmed that there will be no issue as he found the product two years ago. If the original owner takes back the product while it is in my possession, can I recover the money paid legally? Please advise.

JD, Doha 

A: As per Article 93 of the Commercial Law, if a trader sells movable property belonging to a third party within the norm of commerce and delivers it to the buyer, the buyer will take its ownership if acted in good faith. If the goods sold have been lost or stolen, the real owner may recover them within ?ve years and the buyer may demand the return of payment from the trader.

Liability for defects 
in building work

Q: Recently, a client had raised a complaint on the construction work which is executed by our company. In the contract, nothing is specifically mentioned on the defects or the warranty. We have been served a notice to rectify the defects in the buildings which we completed three years ago. In the notice, the client has mentioned that as per law we are responsible for the maintenance post-construction period. Is there any liability on us after the successful completion of projects? Please advise. 

DUK, Doha

A: According to Article 711 of the Civil Law, main contractors and consultants are liable, without fault, for the cost of rectifying structural defects that appear in a building or structure within 10 years of the handover. The consultant and contractor are jointly and severally responsible for the total or partial damage to constructions or other permanent works erected by them for a period of 10 years from the date of completing the building or construction. Decennial Liability pursuant to Article 711 of the Civil Code is strict in the sense that it is not necessary to prove any negligence or breach of contract.
The warranty shall extend to the collapse of buildings even though it arises from a defect in the land or if the employer has authorised the erection of the defective buildings or constructions. It shall also extend to the defects in buildings and constructions which endanger the strength and safety. The duration of the maintenance period is subject to agreement between the parties. If the intended lifespan of the building or structure is less than 10 years, the liability period is reduced to the intended lifespan. 
Firm obliged to issue
service certificate

Q: I am working with the company for the past seven years. Now, the company terminated me without giving any reason and my 
employer refuses to issue an 
experience certificate as per company policy. Can the company refuse issuance of service certificate in any case? Please advise. 

SJ, Doha

A: The company cannot refuse issuance of service certificate to employees as per the provisions of Labour Law. According to Article 53, the employer shall, upon termination or expiry of the service contract, issue free of charge a service certificate on worker’s demand. A service certificate is required to mention tenure of service, nature of work rendered and salary paid.

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