Article 205 of Companies Law

The 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 discharging the board from liability or establishing its fault. However, if the act attributed to the members of the board of directors constitutes a criminal offence, the action shall not be time-barred until the criminal action is time-barred. Chapter Eight The General Assembly Article 206 (1) The 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 time and place specified in the company’s constitutive contract. The board may invite the assembly to meet whenever necessary. The board of directors shall issue an invitation for the assembly to meet upon a reasoned request from a number of shareholders holding no less than 10% of the company’s capital, or upon a request from the auditor, within twenty-one days from the date of the request. The entity calling the meeting shall prepare the agenda. In closed shareholding companies, the chairman of the general assembly, the secretary of the board of directors, and one of the minority shareholders present shall record and authenticate the general assembly’s resolutions and the shareholders’ reservations, if any, and submit a report on these resolutions and reservations to the Ministry. The provisions governing the constituent assembly shall apply to the procedures for convening the assembly and to the attendance and voting quorum.