Article 113 of Companies Law

The 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 valid except by a majority of the interests represented at the meeting, unless the company’s contract stipulates a greater majority. If this quorum is not met at the first meeting, the assembly shall be called to a second meeting within the ten days following the first meeting and with the same agenda. This meeting shall be valid regardless of the number of interests represented therein. In this case, resolutions shall be adopted by a majority of the interests represented at the meeting, unless the company’s contract provides otherwise. Neither the company’s manager nor the members of the supervisory board shall have the right to vote on resolutions concerning the discharge of any of them from liability. Article 114(1) The company’s manager must call the ordinary general assembly to convene its annual meeting within three months of the end of the financial year. The agenda of the assembly at its annual meeting shall include consideration of, and adoption of a resolution on, the following matters: 1 - The manager’s report on the company’s activities and financial position for the financial year ended, and the report of the supervisory board, if any. 2 - The auditor’s report on the company’s financial statements. 3 - The company’s financial statements. 4 - The manager’s proposals concerning the distribution of profits, provided that the profits approved by the assembly are distributed within a period not exceeding one month from the date the assembly convenes. 5 - The appointment or removal of the company’s manager or restriction of his authority if he is not appointed in the company’s contract. Where the company has more than one manager, the general assembly shall determine the powers and responsibilities of each manager. 6 - The appointment and removal of the supervisory board, if any. 7 - The appointment of an auditor for the following financial year and determination of his fees. 8 - Any other matters that any of the bodies entitled to request the convening of an assembly meeting considers should be included in the agenda. Article 115 The provisions relating to the ordinary general assembly shall apply to the extraordinary general assembly, subject to the provisions set out in the following Article. Article 116(2) The extraordinary general assembly shall not be validly convened unless attended by a number of partners owning three quarters of the capital. If this quorum is not met, an invitation shall be issued for a second meeting, which shall be valid if attended by those representing more than half of the capital. In all cases, resolutions shall be adopted by a majority exceeding half of the company’s total capital. The Ministry may call the assembly to meet if the company’s manager refuses to call it, and this shall be (1) Amended by Law No. 83 of 2018 (2) Replaced by the text of Decree-Law No. 106 of 2024 1485 Law Index Home Page Companies Law Law No. 1 of 2016 Promulgating the Companies Law at the reasoned request of partners owning not less than half of the company’s capital.