The introduction of Council of Ministers Decision No. (3) of 2026 has created a significant opportunity for businesses undertaking qualifying corporate restructuring transactions in Qatar. The new framework allows eligible taxpayers to benefit from capital gains tax relief in specific restructuring scenarios, subject to satisfying prescribed conditions and obtaining approval from the General Tax Authority (GTA).

As part of the exemption application process, taxpayers may be required to provide sufficient supporting documentation, including evidence supporting the value of the transaction and the assets or shares being transferred. The objective is to enable the GTA to assess whether the transaction reflects an arm's length value and has been undertaken for genuine commercial purposes rather than primarily for tax-driven reasons.

In this environment, businesses undertaking restructuring transactions should consider valuation requirements at an early stage. Independent business valuation can play an important role in supporting exemption applications, demonstrating arm's length value, and facilitating the overall transaction process.

Capital Gains Tax Relief for Corporate Restructuring in Qatar

Council of Ministers Decision No. (3) of 2026 introduced tax relief for certain qualifying corporate restructuring transactions, including specific intra-group transfers of assets and shares, mergers, demergers, holding company formations, and other restructuring activities that satisfy the conditions prescribed by the legislation.

The relief framework aims to facilitate legitimate business reorganisations, improve operational efficiency, and support investment and corporate growth within Qatar. However, the exemption is not automatic. Taxpayers must demonstrate that the relevant conditions have been satisfied and provide adequate supporting evidence as part of the application process.

Why Business Valuation Matters

Independent business valuation can provide objective evidence supporting the value attributed to assets, shares, or businesses involved in a transaction.

A robust valuation may help organisations:

• Support capital gains tax exemption applications.
• Demonstrate arm's length pricing.
• Establish fair value for transferred assets or shares.
• Strengthen supporting documentation submitted to the GTA.
• Support transaction negotiations and corporate decision-making.
• Meet financial reporting requirements where applicable.

Professional valuation reports may also assist management, shareholders, investors, and regulators in understanding the commercial rationale underpinning a restructuring transaction.

Arm's Length Principle and Fair Value Considerations

One of the key considerations in assessing qualifying transactions is whether the transfer reflects an arm's length value.

In determining whether a transaction is conducted at arm's length, reference is commonly made to principles governing related-party transactions under IAS 24 – Related Party Disclosures. Transactions between related parties should be capable of demonstrating that pricing and terms are commercially supportable and consistent with what independent parties would reasonably agree under comparable circumstances.

Valuation exercises are generally aligned with internationally accepted valuation practices and the principles contained in IFRS 13 – Fair Value Measurement, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Accordingly, independent valuations can provide an important evidential basis for demonstrating that a restructuring transaction has been undertaken on commercially supportable terms.

Transactions That May Require Independent Valuation Support

Independent valuation services may be relevant in a wide range of transactions, including:

• Capital gains tax exemption applications.
• Corporate restructuring transactions.
• Intra-group transfers of shares or assets.
• Mergers and acquisitions.
• Holding company formations.
• Shareholder buyouts and ownership transfers.
• In-kind contributions of assets or shares.
• Corporate reorganisations and business separations.

Early consideration of valuation requirements can help reduce delays during implementation and support a smoother exemption application process.

Valuation Methodologies Commonly Applied

The valuation methodology adopted depends on the specific facts and circumstances of each engagement, including the nature, size, industry, and operating profile of the business.

Commonly applied valuation methodologies include.

Net Asset Value (NAV) Approach

This approach determines value based on the underlying net assets of the business after adjusting assets and liabilities to their fair values.

Income Approach (Discounted Cash Flow – DCF)

The DCF approach estimates value by discounting expected future cash flows to present value using an appropriate discount rate.

Market Approach

This methodology derives value by reference to comparable listed companies or comparable market transactions.

Replacement Cost Approach

This approach estimates the cost required to replace or reproduce the relevant assets.

Hybrid Approaches

In certain circumstances, a combination of methodologies may be applied to reflect the specific characteristics of the business and transaction.

Benefits of Obtaining Valuation Support Early

For companies considering a restructuring or transfer of shares or assets, obtaining a professional valuation at an early stage may help:

• Support compliance with GTA requirements.
• Facilitate the exemption application process.
• Identify valuation issues before implementation.
• Demonstrate arm's length value.
• Strengthen transaction documentation.
• Reduce execution risks and potential disputes.

Early engagement can also provide management with greater certainty when evaluating restructuring alternatives.

Conclusion

Council of Ministers Decision No. (3) of 2026 represents an important development for businesses undertaking qualifying corporate restructuring transactions in Qatar. As exemption applications may require evidence supporting transaction value, businesses should consider valuation requirements early to support compliance, demonstrate arm's length value, and facilitate the application process.

Independent valuation exercises require careful consideration of the transaction, the business involved, and the applicable valuation methodologies. HLB AG assists companies, investors, buyers, and sellers in obtaining robust and supportable valuation assessments for restructuring, tax, and transaction purposes.

Frequently Asked Questions (FAQ)

Why is an independent valuation important for capital gains tax applications in Qatar?

Independent valuations can help support exemption applications, demonstrate arm's length value, and provide robust evidence supporting transaction values.

Which transactions may require business valuation support?

Common examples include corporate restructuring transactions, intra-group transfers, mergers and acquisitions, holding company formations, and shareholder buyouts.

What valuation methodologies are commonly used?

Methodologies may include the Net Asset Value approach, Discounted Cash Flow approach, Market Approach, Replacement Cost Approach, and hybrid methodologies depending on the circumstances.

Does every corporate restructuring transaction qualify for capital gains tax relief?

No. The availability of relief depends on satisfying the conditions prescribed under Council of Ministers Decision No. (3) of 2026 and obtaining the necessary approvals.

When should a company obtain a valuation?

Ideally, valuation requirements should be considered at the planning stage of a transaction to support compliance, documentation, and implementation.

©2026 Antonio Ghaleb and Partner CPA and HLB AG-Members of HLB. All rights reserved. These highlights have been prepared for general guidance on matters of interest only and do not constitute professional advice. You should obtain professional advice before taking action on the information contained in these highlights. Antonio Ghaleb and Partner CPA and its employees do not give any representation or warranty (express or implied) regarding the accuracy or completeness of the information contained in these highlights. Antonio Ghaleb and Partner CPA and its employees do not assume any responsibility, liability, duty of care for any negative consequences that may result in reliance to these highlights and for any decision based on them.