Companies Law
State of Kuwait · 303 stored articles
Article index
Search statutory textsArticles 1 – 100100
- Article 1In applying the provisions of this Law, the following expressions and words shall have the meaning indicated opposite each: Announcement: Announcement in two local daily…
- Article 1 الاوليThe provisions of the accompanying Companies Law shall be put into effect, and its provisions shall apply to companies established in the State of Kuwait or whose head…
- Article 2The provisions of this Part shall apply to all companies, subject to the provisions specific to each form of company provided for in this Law. Article 3 (1) A company…
- Article 2 الثانيهThe Executive Regulations shall determine the rules and controls for regularizing the status of existing companies in accordance with the provisions of the new Law.
- Article 3A company shall be established by a contract pursuant to which two or more persons undertake each to contribute 1( Added by Law No. 79 of 2019. to an undertaking aimed…
- Article 3 الثالثهThe Minister of Commerce and Industry shall issue the Executive Regulations of this Law and the decisions necessary to implement its provisions within two months from…
- Article 4The company shall take one of the following forms: 1 - General partnership. 2 - Limited partnership. - Partnership limited by shares. 4 - Joint venture company. 5 -…
- Article 5The Ministry shall notify the founders of the incorporation of the company within three working days of fulfillment of the documentary requirements and completion of the…
- Article 5 الخامسهThe Prime Minister and the Ministers, each within his respective competence, shall implement this Law. It shall take effect as of 26 November 2012, except for the…
- Article 6The approval of the Central Bank of Kuwait or the Authority—as applicable—must be obtained for the incorporation of companies and approval of the company contract of a…
- Article 7Except for a joint venture company, the company's memorandum of association must be written in an authenticated official instrument; otherwise, it shall be void. The…
- Article 8The company’s founders or its partners—as the case may be—shall be jointly and severally liable for compensation for damage suffered by the company, the partners or…
- Article 9Except for a joint venture company, the company’s memorandum of association and amendments thereto shall be publicized in accordance with the provisions of this Law. If…
- Article 10The contract of a shareholding company of either type shall include the memorandum of incorporation and the articles of association. Other companies, except a joint…
- Article 11If the company's capital, upon its incorporation or upon an increase in its capital, includes contributions in kind, such contributions must be valued by one of the…
- Article 12A company may not bear the name of any other company or a similar name if that name belongs to a company conducting the same activity, unless the name belongs to a…
- Article 13The company may change its name through the procedures required to amend the company contract, and the publicity procedures for the new name must be taken. Changing the…
- Article 14A company must have one or more specified objects and shall adhere to the object stated in its company contract. Nevertheless, the company may conduct activities similar…
- Article 15Without prejudice to the provisions of the aforementioned Law No. 7 of 2010 concerning persons licensed to operate in accordance with the provisions of Islamic Sharia,…
- Article 16The company shall be established for the term that the founders agree to specify in the company contract. This term may be extended before its expiry by a resolution…
- Article 17A partner's contribution may be a specified sum of money, a contribution in kind, or work serving the company's purposes. A partner's contribution may not consist solely…
- Article 18All partners shall share profits or losses in proportion to their interests in the capital, in accordance with the following rules: 1- If the company contract does not…
- Article 19If a partner’s contribution is limited to his work and his share of profits or losses is not specified in the company contract, he may request valuation of his work.…
- Article 20Fictitious profits may not be distributed; otherwise, the company's creditors may demand that every partner and every person who benefited return what they received…
- Article 21The company shall be bound by the acts and dispositions undertaken by its manager or board of directors in its name and for its account if they fall within the company's…
- Article 22All correspondence, releases and other documents issued by the company must bear its name, a statement of its legal form and its registration number in the Commercial…
- Article 23Except for a joint venture company, the company shall enjoy legal personality from the date of registration. Every company established in the State of Kuwait shall have…
- Article 24The company may not carry on its activity until after publication and obtaining the necessary licences to carry on the activity.
- Article 25Contracts and dispositions made by the founders in the name of the company under incorporation shall be binding upon the company after its incorporation whenever they…
- Article 26No transaction between the company under incorporation and its founders shall be effective against the company after its incorporation unless the transaction is approved…
- Article 27Without prejudice to the rules of criminal liability, a founder, during the company's formation stage, shall exercise the care of a prudent person in transactions…
- Article 28In all companies, upon denial, claims by the company's creditors against its partners shall not be heard after five years have elapsed from the company's dissolution or…
- Article 29If the company’s contract is adjudged void, the company shall be considered a de facto company, and the terms of the contract shall be followed in its liquidation and…
- Article 30The founders, shareholders or partners may, during the period preceding or following incorporation, conclude an agreement regulating the relationship among them. This…
- Article 31The company’s memorandum of association shall be kept at its headquarters and on the company’s website, if any. Any person may obtain a true copy of this memorandum in…
- Article 32Every interested person may inspect, at the Ministry, the company's contract, the minutes of meetings of its general assemblies, and other information and documents held…
- Article 33A general partnership is a company formed between two or more persons that operates under a specified firm name, and in which the partners are personally and jointly and…
- Article 34Every partner in general partnerships shall acquire the status of a merchant, and the partner shall be deemed to conduct commercial business under the company’s name.…
- Article 36A general partnership may not borrow by issuing bonds or obtain financing by issuing sukuk through public subscription.
- Article 37The company's capital must be sufficient to achieve its objects. The Executive Regulations shall specify the minimum capital of the company, and the capital shall be…
- Article 38The general partnership's memorandum of association must contain the following particulars: 1- The partnership's firm name and its trade name, if any. 2- The…
- Article 39Partners' interests in a general partnership may not take the form of negotiable securities.
- Article 41A partner may assign the financial rights associated with his share in the company, and the provisions governing the assignment of rights shall apply to the assignment.
- Article 42A partner may pledge his interest in the company. The pledge shall be constituted in writing and shall not be effective against the company and third parties except from…
- Article 43The creditors of a partner in respect of a personal debt may not attach the company’s assets; rather, he may attach his debtor’s interest. If a partner’s creditor…
- Article 44The company shall be managed by one or more managers from among the partners. The company contract shall specify the manner of the manager’s appointment and removal and…
- Article 45If no manager has been appointed for the company and the company contract does not stipulate that management of the company shall be vested in the partners jointly, each…
- Article 46The manager may not undertake acts exceeding ordinary management except with the consent of all partners or pursuant to an express provision in the company's memorandum…
- Article 47Partners who are not managers may not interfere in management activities. Nevertheless, they shall have the right, at the company's headquarters, personally or through…
- Article 48The company’s manager or any of its partners may not contract with it for his own account or for the account of third parties, or engage in an activity of the same type…
- Article 49The manager shall be liable for harm suffered by the company, partners or third parties due to errors he commits in management or acts he performs contrary to the…
- Article 50The company’s manager may not be removed except by the majority required to amend the company contract. Nevertheless, any manager may be removed by a judicial judgment…
- Article 51The partners' meeting shall convene upon an invitation from the company manager or at the request of partners satisfying the quorum required to adopt the resolution…
- Article 52The company's memorandum of association may not be amended except by a resolution adopted at a meeting of the partners by a numerical majority of the partners owning…
- Article 53The company's creditors shall have the right of recourse against it in respect of its assets, and shall also have the right of recourse against any partner in the…
- Article 54If a new partner joins the company, he shall be liable with the remaining partners, to the extent of all his assets, for the company’s obligations arising after he…
- Article 55Without prejudice to the rights of the company’s creditors, a partner may be expelled from a general partnership by a judicial judgment upon the request of one or more…
- Article 56A limited partnership consists of two categories of partners: 1- General partners who are jointly and severally liable with their assets for all the company’s…
- Article 57Subject to the special provisions contained in this Part, the provisions prescribed for a general partnership in this regard shall apply to the formation of a limited…
- Article 58The firm name of a limited partnership shall consist of the names of all the general partners, or the name of one or more of them, with the addition of the phrase “and…
- Article 59The company shall be managed by one or more managers selected by all the partners from among the general partners or from third parties. A limited partner may not, even…
- Article 60A partnership limited by shares is a company consisting of general partners liable for the company's obligations with all their assets and shareholder partners who are…
- Article 61The general partner in this company shall be subject to the legal regime applicable to a partner in a general partnership, and the shareholder partner therein shall be…
- Article 62The company’s capital shall be sufficient to achieve its purposes. The Executive Regulations shall specify the minimum capital of the company. The capital shall be…
- Article 63The provisions specific to a limited partnership shall apply to a partnership limited by shares, subject to the provisions set forth in the following Articles.
- Article 64The company's memorandum of association must include the following particulars: 1 - The company's firm name. Law Index 1476 Home Page Companies Law Law No. 1 of 2016…
- Article 65The number of partners in the company must not be fewer than five, including at least three shareholders. All partners must sign the company’s memorandum of association.…
- Article 66The partners must pay at least half of the capital upon incorporation and deposit it with a local bank in an account opened in the company's name. It shall be released…
- Article 67The company shall be managed by one or more managers from among the general partners, and the manager's powers and functions shall be specified in the company's…
- Article 68A shareholder partner may not interfere in management activities, even pursuant to authorization from the general partners; otherwise, he shall be jointly and severally…
- Article 69Partners who are not managers shall have the right, personally or through an agent, to inspect the company’s books and documents, extract the necessary data, and request…
- Article 70The company shall have a supervisory board if the number of shareholder partners exceeds seven members. It shall consist of at least three elected by the company's…
- Article 71The supervisory board shall submit a report to the general assembly of partners on the results of its work. The members of the supervisory board shall be liable for the…
- Article 72The provisions governing a closed shareholding company shall apply to the appointment of the auditor, the formation of the company's reserves, supervision of the…
- Article 73A partnership limited by shares shall have a general assembly comprising all general partners and shareholders, to which the provisions governing the general assembly of…
- Article 74The general assembly may not amend the company's memorandum of association except with the approval of all general partners, in addition to a number of shareholders…
- Article 75If the position of the company's manager becomes vacant, the supervisory board must appoint an interim manager to handle urgent matters and invite the general assembly…
- Article 76An undisclosed partnership is a partnership entered into between two or more persons, provided that the partnership is confined to the relationship between the partners…
- Article 77The contract of an undisclosed partnership is not subject to registration in the Commercial Register or to publicity. The contract shall be concluded by specifying the…
- Article 78A joint venture company shall have no legal personality, and third parties shall have no legal connection with the company’s business except with the partner or partners…
- Article 79As an exception to the provisions of the preceding Article, a third party may invoke the company’s contract if it has dealt with him in that capacity. Part Six The…
- Article 80A professional company may be established by two or more persons practising the same liberal profession who meet the conditions and rules for practising it. Its object…
- Article 81The license to establish a professional company shall be issued by the Ministry in coordination with the bodies legally competent to supervise the regulation of the…
- Article 82The Ministry, in coordination with the authorities competent to supervise the regulation of the affairs of the profession practised by the company, shall specify the…
- Article 83A partner may assign, sell, or pledge his interests or shares, provided that in all cases they pass to members of the same profession, even if sold compulsorily.
- Article 84Withdrawal, assignment, sale, or pledge shall be effective against third parties after being annotated in the register designated for that purpose. Part Seven…
- Article 85For the purposes of applying the provisions of this Law, a single-person company means every enterprise whose capital is owned entirely by one natural or legal person.…
- Article 86A single-person company shall have articles of association containing the company's name, objects, duration, its owner's particulars, the manner of its management and…
- Article 87The company’s capital must be sufficient to achieve its objects and must be fully paid up. The Executive Regulations shall specify the minimum capital of the company.…
- Article 88The interests in the company's capital may be pledged, and may also be attached and sold in accordance with the provisions of the Civil and Commercial Procedure Law. If…
- Article 91Subject to the provisions of this Part, the provisions governing a limited liability company shall apply to a single-person company insofar as they do not conflict with…
- Article 92A limited liability company is one in which the number of partners does not exceed fifty partners, and each of them is liable for the company’s obligations only to the…
- Article 93Subject to the provisions of other laws, a limited liability company is prohibited from engaging in banking business, insurance business, or investing funds for the…
- Article 94A limited liability company may not be incorporated, nor may its capital be increased, by public subscription. Addressing the public, directly or indirectly, with an…
- Article 95The company's capital must be sufficient to achieve its purposes and must be in Kuwaiti currency. The Executive Regulations shall specify the minimum capital of the…
- Article 96The memorandum of association of a limited liability company must include the following particulars: 1- The company’s name and address. 2- The partners’ names, surnames,…
- Article 97A limited liability company shall not be incorporated unless all cash shares are distributed 1( Item 3 amended pursuant to Law No. 15 of 2017 among the partners and the…
- Article 98The company's capital shall be divided into equal interests whose value shall be determined by the memorandum of incorporation, and each interest shall be indivisible.…
- Article 99Interests in the capital of a limited liability company may not be traded except in accordance with this Law. Assignment of interests shall be effected by a written…
- Article 100In the event of assignment of an interest to persons other than the partners, the approval of the remaining partners must be obtained. If the partners’ approval cannot…
Articles 101 – 20099
- Article 101The interests of a deceased partner shall pass to his heirs, and the company contract may provide that the remaining partners shall have the right to purchase these…
- Article 102A partner may pledge his interest by an authenticated official instrument. The pledge of the interest shall have no effect with respect to the partners or third parties…
- Article 103The company shall be managed by one or more managers from among the partners or other persons, appointed in the company's memorandum of association. If the company's…
- Article 104The company’s manager may be removed by a judicial judgment—at the request of one or more partners owning at least one quarter of the capital interests—for the following…
- Article 105If the powers of the company's manager are not specified in the company's contract or in the resolution issued by the general assembly of partners appointing the…
- Article 106If the company's memorandum of association does not stipulate the company manager's powers and the rules governing the performance of his work, he may not manage another…
- Article 107If the number of partners exceeds seven persons, the company’s memorandum of association must appoint a board Home Page Law Index 1483 Companies Law Law No. 1 of 2016…
- Article 108The members of the supervisory board shall not be liable for the acts of the managers unless they knew of the errors committed by them and omitted to mention them in…
- Article 109The contract of a limited liability company must include the appointment of one or more auditors of the company's accounts. The rules and provisions prescribed regarding…
- Article 110The Executive Regulations shall specify the registers and books to be maintained at the company's head office and the particulars they shall contain. Every partner shall…
- Article 111A limited liability company shall have a general assembly comprising all partners, which shall meet upon an invitation from the company's manager. The company's manager…
- Article 112Every partner has the right to attend the general assembly meeting in person, or through a representative who is neither a member of the supervisory board nor the…
- Article 113The ordinary general assembly shall not be validly convened unless attended by a number of partners owning more than half of the capital, and resolutions shall not be…
- Article 114The company's manager must invite the ordinary general assembly to convene its annual meeting within three months after the end of the financial year. The agenda of the…
- Article 115The provisions relating to the ordinary general assembly shall apply to the extraordinary general assembly, subject to the provisions stipulated in the following…
- Article 116The extraordinary general assembly shall not validly convene unless attended by partners owning three-quarters of the capital. If this quorum is not met, an invitation…
- Article 117The extraordinary general assembly shall have competence over the following matters: 1- Amendment of the company's memorandum of association. 2- Dissolution and…
- Article 118A percentage of the company's net profits shall be deducted annually to form reserves in accordance with the provisions prescribed for a shareholding company. Part Nine…
- Article 119A public joint-stock company is a company whose capital is divided into shares of equal value that are tradable in the manner specified in this Law. The shareholder’s…
- Article 120A public shareholding company must have a name indicating its purpose, and this name may not be derived from the name of a natural person except in the following cases:…
- Article 121The memorandum of association of a public shareholding company must include the following particulars: Home Page 1486 Law Index Companies Law Law No. 1 of 2016…
- Article 122The founders shall submit an application for approval of the incorporation of the company to the Ministry. The application must state the name of the person whom the…
- Article 123The establishment of the company shall be approved by a decision of the Minister issued within thirty days from the date of submission of the application and completion…
- Article 124An electronic register shall be maintained at the Ministry for recording applications for approval to incorporate public joint-stock companies, and those applications…
- Article 125Within a maximum period of one week from the date of issuance of the incorporation decision, the Ministry shall notify the founders of the issuance of the decision.…
- Article 126The company shall acquire legal personality from the date of issuance of a decision incorporating it. The procedures for publication and announcement of the…
- Article 127The founders shall subscribe for shares representing not less than ten percent of the company's issued capital. Before inviting the public to subscribe, they shall…
- Article 128The invitation to the public to subscribe publicly for the company's shares shall be based on a subscription prospectus satisfying the particulars and procedures…
- Article 129Subscription shall take place at one or more local banks in the State of Kuwait, or a branch of Kuwaiti banks or their representative abroad, after approval by the…
- Article 130No person may subscribe more than once, and the subscription must be definitive, unconditional and genuine. Fictitious subscription, subscription under fictitious names,…
- Article 131A shareholder's subscription shall be made by an application signed by him or his representative. The subscription application must include a statement of the company's…
- Article 132A printed copy of the company contract must be made available on the website of the company under incorporation, so that every subscriber may obtain a copy thereof.
- Article 133The bank shall retain all funds collected from subscribers for the account of the company under incorporation, and it may deliver them only to the first board of…
- Article 134In all cases where subscriptions do not cover all the shares offered during the original subscription period, the founders may open subscription for another period not…
- Article 135A public shareholding company may, upon incorporation or upon increasing its capital, have one or more underwriters for its unsubscribed shares. If all shares offered…
- Article 136If the founders choose to reduce the company's capital, they must submit an application to the Ministry and announce this to the subscribers. Any subscriber shall have…
- Article 137If reducing the capital is impossible or the founders choose to abandon the company's incorporation, the founders must announce this and immediately return to the…
- Article 138If it appears—after subscription has closed—that it has exceeded the shares offered, the shares must be allocated to subscribers in proportion to what they subscribed…
- Article 139Every subscription made contrary to the preceding provisions shall be void, and any person with an interest may invoke this nullity. An action for nullity shall be…
- Article 140Within three months of the closing of subscription, the founders shall submit to the Ministry a statement of the number of shares subscribed for, the subscribers'…
- Article 141The founders shall invite the subscribers to attend the constituent assembly within three months from the date subscription closes. If this period elapses without the…
- Article 142The invitation to attend the constituent assembly meeting, including the agenda and the time and place of the meeting, shall be issued by announcement twice or by any…
- Article 143A meeting of the constituent assembly shall not be valid unless attended by shareholders entitled to vote who represent more than half the number of subscribed shares.…
- Article 144The founders shall submit to the constituent assembly a report containing comprehensive information on all incorporation operations and the amounts expended, together…
- Article 146If it becomes apparent that the company was incorporated in violation of the provisions of the law, any interested party may, within ninety days from the date of…
- Article 147The company's capital must be in Kuwaiti currency. The Executive Regulations shall determine the minimum capital of the company according to the type of its activity,…
- Article 148The company shall have an issued capital representing the subscribed shares, and the company contract may specify an authorized capital not exceeding ten times the…
- Article 149The issued capital may be increased within the limits of the authorized capital by a resolution of the company's board of directors, provided that the issued capital has…
- Article 150The company's capital shall be divided into registered shares of equal value, such that the nominal value of a share shall not be less than one hundred fils. A share may…
- Article 151Subject to the minimum nominal value of a share prescribed in the preceding Article, a company that has distributed dividends for two consecutive years may—after…
- Article 152The value of the share shall be paid in full or in installments, and the installment payable upon subscription may not be less than twenty-five percent of the nominal…
- Article 153The company's memorandum of association may provide for granting certain privileges to certain classes of shares in respect of voting, profits, liquidation proceeds, or…
- Article 154Securities issued by a public shareholding company shall be subject to the central securities depository system at a clearing agency. The receipt for the deposit of…
- Article 155If a shareholder fails to pay the instalment due on the shares on time, the company must, after fifteen days have elapsed from serving notice on him, offer his shares…
- Article 156The company shall have a special register kept with a clearing agency, in which the shareholders' names, nationalities, domiciles, the number and type of shares owned by…
- Article 157The company's authorised capital may be increased—by a resolution issued by the extraordinary general assembly—on the basis of a reasoned proposal from the board of…
- Article 158The authorized capital may not be increased unless the value of the original shares has been paid in full. The extraordinary general assembly may authorize the board of…
- Article 159The capital increase shall be covered by shares whose value is paid by one of the following methods: 1- Offering the increase shares for public subscription. 2-…
- Article 160If it is resolved to increase the capital by offering shares for public subscription, shareholders shall have a preemptive right to subscribe for the new shares in…
- Article 161Where shares in a capital increase are offered for public subscription, the invitation to the public to subscribe for the company's shares shall be based on a…
- Article 162If the capital-increase shares are not fully subscribed, the body that resolved upon the increase may decide either to withdraw the capital increase or to limit it to…
- Article 163The extraordinary general assembly may resolve to add an issue premium to the nominal value of the new shares, to be allocated to meeting the issue expenses and then…
- Article 164The extraordinary general assembly may, if the company contract so authorizes, resolve to grant a preference to the shares issued in the increase. The resolution shall…
- Article 165If the capital-increase shares are in exchange for an in-kind contribution, that contribution must be valued in accordance with Article 11 of this Law. The ordinary…
- Article 166Where an increase in capital is covered by transfer from the voluntary reserve, from retained earnings, or from the amount exceeding the minimum statutory reserve, the…
- Article 167Where an increase in capital is covered by converting a debt owed by the company, bonds or sukuk into shares, the provisions stipulated in this Law and its Executive…
- Article 168The extraordinary general assembly may, upon a reasoned proposal from the board of directors, resolve, after Law Index 1495 Home Page Companies Law Law No. 1 of 2016…
- Article 169If the reduction resolution is due to the capital exceeding the company's needs, the company must, before implementing the reduction resolution, pay debts that are due…
- Article 170The capital shall be reduced by one of the following methods: 1 - Reducing the nominal value of the share to no less than the prescribed minimum. 2 - Cancelling a number…
- Article 171The founders may not dispose of their shares until at least two financial years have elapsed from the date of the company's registration in the commercial register. An…
- Article 172Shareholders may not dispose of their shares until the company issues its first balance sheet covering at least twelve months. An exception shall apply to a disposition…
- Article 173Trading in shares shall be subject to the provisions of the aforementioned Law No. 7 of 2010 and the rules issued by the Authority in this regard.
- Article 174The company's assets may not be attached in satisfaction of debts owed by a shareholder; rather, Index of the Law 1496 Home Page Companies Law Law No. 1 of 2016…
- Article 175The company may—after obtaining the approval of the extraordinary general assembly—return the nominal value of some of its shares to the shareholders. This value shall…
- Article 176Founders' shares may not be created. By a resolution issued by the extraordinary general assembly, profit shares may be created in consideration of amounts provided…
- Article 177The founders and shareholders shall be considered members of the company, shall enjoy equal rights, and shall be subject to the same obligations, subject to the…
- Article 178A member of the company shall enjoy, in particular, the following rights: 1- Receiving profits and obtaining bonus shares whose distribution is decided. 2 -…
- Article 179A member of the company shall, in particular, be bound by the following: 1 - Paying the installments due on the shares he owns when their due dates arrive and paying…
- Article 180The general assembly of shareholders may not do the following: 1 - Increase a shareholder's financial burdens or increase the nominal value of a share. 2- Reduce the…
- Article 181The company shall be managed by a board of directors. The company's memorandum of association shall specify the manner of its formation, the number of its members and…
- Article 182The shareholders shall elect the members of the board of directors by secret ballot. The company's contract may stipulate the election of a number not exceeding half of…
- Article 183The board of directors shall elect—by secret ballot—a chairman of the board and a vice-chairman, and Law Index 1498 Home Page Companies Law Law No. 1 of 2016…
- Article 184The board of directors may undertake all acts required for the management of the company in accordance with its objects. This power shall be limited only by the…
- Article 185The board of directors may distribute work among its members according to the nature of the company's business. The board may also delegate one of its members, a…
- Article 186The relevant regulatory authorities shall establish corporate governance rules for the companies subject to their supervision, in a manner that achieves the best…
- Article 187The regulatory authorities may require companies subject to their supervision to include among the members of their boards of directors one or more independent members…
- Article 188Every shareholder, whether a natural or legal person, may appoint representatives to the company's board of directors in proportion to the shares held therein. The…
- Article 189The amounts due for the representation of public institutions, public authorities, and wholly state-owned companies on the board of directors of the company in which…
- Article 190A meeting of the board of directors shall not be valid unless attended by half the number of members, provided that the number attending is not less than three, unless…
- Article 191Minutes of meetings of the board of directors shall be recorded and signed by the members present and the secretary of the board. A member who did not agree to a…
- Article 192If the position of a member of the board of directors feels, he shall be succeeded in it by the shareholder who obtained the most votes among those who did not win…
- Article 193A candidate for membership of the board of directors must meet the following conditions: 1- He must have legal capacity to dispose. 2- He must not previously have been…
- Article 194No person, even if representing a natural or legal person, may be a member of the board of directors of more than five public shareholding companies headquartered in…
- Article 195The chairman or a member of the board of directors, even if representing a natural or legal person, may not exploit information that has come to him by virtue of his…
- Article 196Members of the board of directors may not disclose to shareholders outside general assembly meetings, or to third parties, company secrets of which they have become…
- Article 197Neither the chairman of the board of directors nor any member of the board may simultaneously hold membership on the boards of directors of two competing companies,…
- Article 198The company's constitutive contract shall specify the method for determining the remuneration of the chairman and members of the board of directors. The total of such…
- Article 199No person having a representative on the board of directors, nor the chairman or any member of the board of directors, nor any member of executive management, nor their…
- Article 200With the exception of banks and companies permitted to lend, a company may not lend to any member of its board of directors, the chief executive officer, their spouses…
Articles 201 – 30099
- Article 201The chairman and members of the board of directors shall be liable to the company, the shareholders and third parties for all acts of fraud and abuse of power, for every…
- Article 202The liability provided for in the preceding article shall be either personal liability attaching to a particular member, or shared liability among all members of the…
- Article 203The company may bring a liability action against the members of the board of directors for errors resulting in damage to the company. If the company is in liquidation,…
- Article 204Every shareholder may individually bring a liability action on behalf of the company if the company does not bring it. In this case, the company must be joined as a…
- Article 205The liability action shall be time-barred upon the lapse of five years from the date of the meeting of the ordinary general assembly that issued its resolution…
- Article 206The annual ordinary general assembly shall convene upon an invitation from the board of directors within the three months following the end of the financial year, at the…
- Article 207The Ministry shall call the general assembly to meet within fifteen days if the board of directors has not issued the invitation to the assembly meeting for any reason…
- Article 208Every shareholder, regardless of the number of his shares, shall have the right to attend the general assembly and shall have a number of votes equal to the number of…
- Article 209The company's contract may provide for a cumulative voting system for the election of members of the company's board of directors, which grants each shareholder voting…
- Article 210The general assembly meeting shall be chaired by the chairman of the board of directors, his deputy, a person delegated by the board of directors for this purpose, or a…
- Article 211Subject to the provisions of the Law and the company's constitutive contract, the ordinary general assembly at its annual meeting shall have competence to adopt…
- Article 212By a resolution issued by the company's ordinary general assembly, the chairman or one or more members of the board of directors may be removed, or the company's board…
- Article 213The ordinary general meeting may not discuss matters not included on the agenda unless they are urgent matters that arose after preparation of the agenda or came to…
- Article 214The board of directors shall implement the resolutions of the general assembly—unless those resolutions contravene the Law or the company's constitutive contract—and the…
- Article 215The provisions relating to the ordinary general assembly shall apply to the extraordinary general assembly, subject to the provisions stipulated in the following…
- Article 216The extraordinary general meeting shall convene upon an invitation from the board of directors, or upon a reasoned request from shareholders representing fifteen percent…
- Article 217A meeting of the extraordinary general assembly shall not be valid unless attended by shareholders representing three quarters of the company's issued capital. If this…
- Article 218Subject to the other powers prescribed by law, the extraordinary general assembly shall have jurisdiction over the following matters: 1- Amendment of the company's…
- Article 2191505 Home Page Companies Law Law No. 1 of 2016 Promulgating the Companies Law No resolution issued by the extraordinary general assembly shall be effective until the…
- Article 220Every shareholder may bring an action for the nullity of any decision issued by the board of directors or the ordinary or extraordinary general assembly that violates…
- Article 221The company shall have a financial year of not less than twelve months, the beginning and end of which shall be specified in the company's memorandum of association. The…
- Article 222Annually, by a resolution issued by the ordinary general assembly upon the proposal of the board of directors, a percentage of not less than ten percent of net profits…
- Article 223A percentage determined by the company's constitutional document or by the board of directors, after obtaining the auditor's opinion, shall be deducted annually from…
- Article 224The ordinary general assembly shall resolve to set aside a percentage of the profits to meet the obligations incumbent upon the company under the labour and social…
- Article 225By a resolution issued by the ordinary general assembly upon a proposal by the board of directors, a percentage not exceeding ten percent of net profits may be deducted…
- Article 226Subject to the provisions contained in the company's constitutive contract, the ordinary general assembly may, upon a proposal by the board of directors, distribute…
- Article 227Subject to the provisions of the aforementioned Law No. 7 of 2010, a public shareholding company shall have one or more auditors appointed by the ordinary general…
- Article 228The auditor may not be the chairman or a member of the board of directors of the company whose accounts he audits, be entrusted with performing any administrative work…
- Article 229The auditor shall at all times have the right to inspect all the company's books and records (1) Amended by Law No. 79 of 2019 1 507 Home Page Law Index Companies Law…
- Article 230The auditor, or an accountant delegated by the auditor from among those who participated with the auditor in the audit work, shall attend the meetings of the ordinary…
- Article 231The auditor shall maintain, during and after the end of his work at the company, the confidentiality of the data and information that came to him by virtue of his work,…
- Article 232The auditor shall be liable for the financial statements contained in the auditor's report and for any damage sustained by the company, shareholders or third parties due…
- Article 233The board of directors or a number of shareholders representing twenty-five percent of the issued capital may request the replacement of the auditor during the financial…
- Article 2341 ( The first paragraph was amended by Law No. 79 of 2019. Subscription to the capital shares of a closed shareholding company upon incorporation shall be restricted to…
- Article 235Except for concession or monopoly companies, closed shareholding companies may be incorporated, without the need to obtain a decision from the Minister, by an…
- Article 236A closed shareholding company shall not acquire legal personality, nor may it commence its business, until after publication.
- Article 237The invitation to attend the constituent assembly meeting, including the agenda and the time and place of the meeting, shall be issued by one of the following methods: 1…
- Article 238Except for companies listed on the stock exchange, the constitutive contract of a closed shareholding company may restrict a shareholder's right to dispose of his shares…
- Article 239If the memorandum of association of a closed shareholding company contains a provision granting shareholders priority in purchasing shares, a shareholder must, before…
- Article 240Without prejudice to the provisions governing the company's purchase of its shares, if the memorandum of association of a closed joint-stock company stipulates that the…
- Article 241If an increase in the company's capital is decided upon and some shareholders do not exercise their pre-emptive right to subscribe for the capital increase shares, the…
- Article 242A closed shareholding company for which the period of prohibition on disposal of its shares has expired may be authorised to increase its capital through public…
- Article 244A holding company shall take one of the following forms: 1- A joint-stock company. 2- A limited liability company. 3- A single-person company. The phrase “holding…
- Article 245A holding company shall be established by one of the following methods: 1- By establishing a company whose objects are confined to any of the activities provided for in
- Article 246Subject to the preceding Article, a holding company may undertake all or some of the following activities: 1 - Managing its subsidiaries or participating in the…
- Article 247At the end of each financial year, the holding company shall prepare a consolidated balance sheet and profit and loss statements for itself and all its subsidiaries,…
- Article 248The holding company shall be subject to the provisions governing the company whose form it has adopted, insofar as they do not conflict with the provisions of this Part.
- Article 249The company shall be jointly and severally liable for the debts of its subsidiaries if the following conditions are met: 1 - The subsidiary's assets are insufficient to…
- Article 250Subject to the provisions of this Law, any company may convert from one legal form to another. The conversion shall be effected by a resolution issued in accordance with…
- Article 251A partner who objects to the decision to convert the company may withdraw from the company and recover the value of his interest or shares by submitting a request to the…
- Article 252The conversion of a company shall not result in its acquiring a new legal personality, and it shall retain its rights and obligations predating the conversion. With…
- Article 253In the event of conversion, each partner shall have a number of interests or shares in the company into which the conversion has been made equivalent to the value of the…
- Article 254For the conversion of a shareholding company that has borrowed by issuing bonds or sukuk, approval of the conversion resolution by the body of bondholders or sukuk…
- Article 255A company, even if in the course of liquidation, may merge into another company of the same legal form or of another form. Merger shall take place by one of the…
- Article 256Merger by absorption shall be effected by following the procedures below: 1 - A resolution shall be issued by the absorbed company for its dissolution. 2 - The net…
- Article 257Merger by consolidation shall be effected by following these procedures: 1 - A resolution for dissolution shall be issued by each of the merging companies. 2- The new…
- Article 258The merger must be publicized, and the merger decision may not be implemented until thirty days have elapsed from the date of its publication in the Official Gazette.…
- Article 259The merger of a shareholding company that has issued bonds or sukuk shall require the approval of the body of bondholders or sukuk holders of the merger resolution, by a…
- Article 260Subject to the provisions of the preceding Article, if the shareholding companies participating in the merger have issued bonds or sukuk convertible into shares, the…
- Article 261If the merger will lead to an increase in the financial burdens of partners or shareholders or prejudice their rights in any of the companies participating in the…
- Article 262In the case of merger by absorption or consolidation, the absorbing company or the new company shall replace the merging companies in all their rights and obligations.…
- Article 263The company may be divided, even if it is in liquidation, into two or more companies, with the company either ceasing to exist or continuing to exist. The companies…
- Article 264The companies resulting from the division shall be successors to the company subject to division and shall legally take its place within the limits of what has devolved…
- Article 265The shares of any of the companies resulting from the division may be traded immediately upon their issuance if the shares of the company subject to division were…
- Article 266Subject to the grounds for termination specific to each type of company, the company shall be dissolved for one of the following reasons: 1- Expiry of the term specified…
- Article 267The company shall be dissolved upon the death of a partner in a general partnership or an undisclosed partnership, or of a general partner in a limited partnership or a…
- Article 268General partnerships or limited partnerships shall be dissolved if the interest of a partner is attached and the partners do not approve the admission of the person who…
- Article 269Except for a shareholding company, a company may be dissolved by a judicial judgment if a partner requests this because a partner has failed to fulfil what that partner…
- Article 270If death, interdiction or bankruptcy affects all general partners in a limited partnership or a partnership limited by shares, the company must be dissolved unless the…
- Article 271If the losses of a shareholding company reach three quarters of the paid-up capital, the members of the board of directors shall convene the extraordinary general…
- Article 272A limited liability company shall not cease to exist upon the death of a partner, the issuance of a judgment placing him under interdiction, or the declaration of his…
- Article 273If the losses of a limited liability company reach three quarters of its capital, the managers shall submit to the extraordinary general assembly of partners the matter…
- Article 274A single-person company shall terminate upon the death of the owner of its capital, unless the heirs' interests are consolidated in one person or the heirs choose to…
- Article 275Subject to the provisions of Article 266, the professional company shall be dissolved if, for any reason, the company is reduced to a single partner, unless that partner…
- Article 276Subject to the minimum number of partners in a professional company, a professional company shall not be dissolved upon the death of a partner, his withdrawal from it,…
- Article 277Except for joint venture companies, the termination of a company must be publicized. The termination of the company may not be invoked against third parties until the…
- Article 278Upon its dissolution, the company shall enter the liquidation phase. During the liquidation period, the company shall retain its legal personality to the extent…
- Article 279All debts owed by the company shall become immediately due from the date of publication of the company's dissolution and notification of Law Index 1518 Home Page…
- Article 280Upon the dissolution of the company, the authority of its managers shall terminate. Nevertheless, they shall continue to manage the company until the liquidator is…
- Article 281One or more liquidators shall be appointed from among the partners or others, in accordance with the conditions and rules stipulated in the company's contract. If there…
- Article 282The liquidator shall be removed by a decision of the authority competent to appoint him. In all cases, the court may, upon the application of a partner or a creditor of…
- Article 283The liquidator shall publicize the decision appointing the liquidator, the restrictions imposed on the liquidator's powers, and the partners' agreement or the general…
- Article 284The liquidator shall perform all acts required for the liquidation of the company and shall, in particular, have the following powers: 1- Representing the company before…
- Article 285The company shall be bound by all acts performed by the liquidator in its name or for its account if they are required by the liquidation work and are within the limits…
- Article 286The company's managers and its board of directors shall submit their accounts and hand over their books and documents and the company's assets to the liquidator. If any…
- Article 287The liquidator shall complete the liquidation work within the period specified in the decision appointing him. If no period is specified, the court shall determine it…
- Article 288If the liquidator considers that the company's interest requires continuing its business until a specified time, he must in that case call the general assembly or the…
- Article 289The liquidator appointed to liquidate a joint-stock company shall convene the ordinary general assembly within three months of the end of the financial year to discuss…
- Article 290The liquidator must collect the company's claims against third parties or partners and deposit the amounts collected in a bank for the account of the company in…
- Article 291Subject to the rights prescribed for holders of preferred shares, the liquidator shall divide the company's remaining property, after payment of its debts, among the…
- Article 292The liquidator shall submit to the general assembly of shareholders or partners empowered to amend the company's constitutive contract a final account of the liquidation…
- Article 293The books and documents relating to the liquidation of the company shall be retained for ten years from the date of deletion of the company's entry from the Commercial…
- Article 294The liquidator shall be liable to compensate for damage sustained by the company, the partners or third parties as a result of his exceeding the limits of his authority…
- Article 295No action against the liquidator on account of liquidation activities shall be heard after the lapse of three years from publication of the completion of liquidation,…
- Article 296The Ministry shall examine any complaint submitted by any interested party concerning the implementation of the provisions of this Law, in accordance with what is…
- Article 297If it becomes apparent to the Ministry that there are violations of the provisions of this Law or the company's memorandum of association, or that those managing the…
- Article 298Shareholders or partners holding at least five percent of the company's capital may request the Ministry to appoint an auditor to inspect the company concerning…
- Article 299If it becomes apparent to the Ministry or a supervisory body, from the inspection, that what was attributed to the members of the board of directors, the auditor, the…
- Article 300If the Ministry rejects the shareholders' or partners' request to conduct the inspection of the company referred to in Article 298 of this Law, those whose request has…
Articles 301 – 4005
- Article 301The person undertaking the inspection shall, during his work and after leaving it, preserve the confidentiality of the books, documents and all records and information…
- Article 302The chairman and members of the company's board of directors, its employees, auditor, and managers shall allow the person conducting the inspection to inspect all books,…
- Article 303Without prejudice to any more severe penalty prescribed by another law, the following shall be punished by imprisonment for a term not exceeding three years and a fine…
- Article 304Without prejudice to any more severe penalty prescribed by another law, the following shall be punished by imprisonment for a term not exceeding one year and a fine of…
- Article 305Without prejudice to any more severe penalty prescribed by another law, a company that refrains from rectifying the violations contained in the Ministry's report…