Cabinet Resolution No. (3) of 2026 – New Capital Gains Tax Relief for Intra-Group Restructuring and IPO Transactions

11 March 2026 – The State of Qatar has issued Council of Ministers Resolution No. (3) of 2026, introducing a targeted capital gains tax (CGT) relief framework for qualifying corporate restructuring transactions.

This development represents a significant enhancement to Qatar’s tax landscape, particularly for group reorganizations, mergers, holding company structures, and IPO-driven restructurings.

Below we outline the key features and practical implications for taxpayers.

Executive Summary

The Resolution provides:

• Capital gains tax neutrality on qualifying intra-group asset transfers
• Relief for restructuring transactions connected to IPOs and holding company formations
• Specific provisions for multinational enterprise (MNE) groups subject to Pillar Two / domestic minimum top-up tax
• A formal application and approval process through the General Tax Authority (GTA)
• Strict two-year continuity and retention conditions
• Clawback provisions if conditions are breached

This is a strategic move aligning Qatar’s tax framework with international restructuring norms while safeguarding tax base integrity.

Scope of the Relief

The CGT exemption applies to capital gains arising from asset transfers or exchanges within a restructuring context, including:

1. Internal asset transfers within the State
2. In-kind contributions of assets in exchange for shares
3. Mergers and demergers
4. Transformation to holding companies
5. Restructuring for purposes of stock exchange listing

The exemption applies to:

• Qatari tax resident juridical persons
• Natural persons in qualifying restructuring scenarios
• Certain multinational enterprise groups subject to global minimum tax rules

Key Eligibility Conditions

To qualify for the relief, all of the following conditions must be satisfied:

1- Residency and Tax Status

Both transferor and transferee must:

• Be resident in Qatar
• Be subject to the Income Tax Law

2. Group Ownership Requirement

• Minimum 75% ownership threshold
• Direct or common ownership within the same group
• Group relationship must exist for at least 12 months prior to transfer

3. Genuine Economic Purpose

Transactions must be supported by valid commercial rationale and not for tax avoidance purposes.

Two-Year Continuity Requirement

Beneficiaries must:

• Maintain the group relationship for at least two years
• Retain transferred assets for at least two years
• Not dispose of shares received in exchange for in-kind contributions within two years

Failure to comply may result in retroactive taxation.

Holding Companies Restructuring

For restructuring of Holding Companies:

• Listing must be completed in the same year of relief

IPO Restructuring

For restructuring linked to stock exchange listing:

• Listing must be completed by the end of the year following the year of relief
• Extension possible by decision of the President of the GTA upon QFMA recommendation

This creates a structured pathway for pre-IPO group rationalization.

Application Process

Taxpayers must:

• Submit a formal application to the General Tax Authority
• Provide supporting documentation
• Await approval (or deemed approval after 30 days if no response)

The GTA retains authority to:

• Request additional documentation
• Reject incomplete applications
• Withdraw relief if conditions are not met

Special Provisions for Multinational Groups (Pillar Two Context)

The Resolution includes tailored provisions for entities subject to:

• OECD GloBE Rules
• Domestic Minimum Top-Up Tax

Key points:

• Transfers must occur in exchange for equity interests at net book value or fair value in compliance with IFRS
• Historical net book values must be preserved for future gain/loss calculations
• Accounting documentation must be retained
• The entity responsible for transferring assets must ensure full compliance with all applicable tax regulations to correctly record the transaction.

Importantly, certain ownership and valuation conditions do not apply to these MNE groups.

Clawback Risk

If any condition is breached:

• Capital gains tax becomes applicable
• The tax may apply retroactively from the beginning of the year in which relief was obtained
• Additional tax exposure may arise under the Income Tax Law and Executive Regulations

Careful structuring and documentation are therefore critical.

Why This Matters

This Resolution:

• Enhances Qatar’s competitiveness as a regional holding company jurisdiction
• Facilitates IPO preparation and corporate reorganizations
• Aligns with global tax reform developments
• Introduces procedural certainty — but also compliance discipline

Groups contemplating the below should reassess their structuring strategies in light of this development:

• Legal entity simplification
• Regional headquarter structuring
• Pre-IPO restructuring
• Asset migration within Qatar
• Pillar Two modelling impacts

Deloitte View

The Resolution is a welcome development that formalizes tax neutrality for genuine business restructurings while embedding safeguards against misuse.

However, practical implementation will require:

• Careful review of ownership thresholds
• Robust documentation of economic substance
• Modelling of potential clawback exposure
• Alignment with Pillar Two computations
• Strategic timing of IPO transactions

How Deloitte Can Help

Deloitte Middle East’s Tax team can support you with:

• Eligibility assessment and structuringanalysis
• Application preparation and GTA engagement
• IPO tax restructuring advisory
• Pillar Two impact modelling
• Tax transaction documentation review
• Tax risk mitigation and compliance strategy

For further information, please contact your Deloitte relationship partner or reach out to our Qatar Tax team.