Part VI — Part VI — Limited Partnership By Shares
Article (246)
A limited partnership by shares is a company that consists of two categories of partners, one of which is that of joint partners who are jointly liable to the extent of all their property for the company's obligations, and the other category is that of ing partners who are not liable for the company's obligations except to the extent of their shares in the capital.
Article (247)
The capital of a limited partnership by shares shall be divided into negotiable and indivisible equal value shares. The ing partner shall be subject to the same rules that apply to the shareholder in the joint-stock company to the extent that these rules do not conflict with the provisions of a limited partnership by shares.
The shares of the joint partners shall not be negotiable, but may be assigned in accordance with the provisions regulating the assignment of shares in the general partnership company.
Article (248)
The name of the limited partnership by shares shall consist of the name of a joint partner or more. However, an innovative name or a name derived from the company's objective may be added to the name of the company.
The name of the shareholding partner shall not be mentioned in the company's name. If it is mentioned with his knowledge he shall be considered a joint partner towards bona fide third parties.
Article (249)
The provisions of Articles (86) to (107) of this law shall apply to the limited partner by shares with due consideration to the following:
a— The license provided for in these articles shall not be needed for the company's incorporation.b— The number of the founders shall not be less than four.c— All the joint partners and other founders shall sign the company's articles of association, and their responsibility shall be the same as that of the founders of joint-stock companies.d— The names of the joint partners, their titles, nationalities and residences shall be mentioned in the company's articles of association.e— The company's capital shall not be less than that determined by the Executive Regulation of this law.f— The director of the company shall publish its articles of association and he shall be liable for any damages resulting from failure to comply with this provision.Article (250)
The share warrants issued by limited partnership by shares shall be subject to the provisions applicable to the share certificates issued by joint-stock companies.
Article (251)
A joint partner or more shall manage the limited partnership by shares, and their names shall be mentioned in the company's articles of association, and they shall be liable in their capacity as founders of the company.
The provisions applicable to the dismissal of managers of general partnership companies and their authorities and responsibilities shall apply to those in the limited partnership by shares.
Article (252)
The shareholding partner shall not interfere in the management of the company's business related to third parties, even with an authorization.
However, he may participate in the internal management within the limits specified in the company's memorandum of association.
If a shareholder violates the ban provided for in the first paragraph he shall be liable to the extent of all his property for any obligations arising from his management.
The shareholding partner may be liable for all the obligations of the company if the acts he has undertaken make the others believe that he is one of the joint partners. In this case the provisions relating to the joint partners shall apply to the shareholding partner.
If the shareholding partner exercises the banned management with an explicit or implicit authorization from the joint partners, those partners shall be jointly liable with him for the obligations arising from this management.
Article (253)
The company's articles of association shall specify the way managers are remunerated. If this remuneration is a percentage of the company's profits it shall not exceed 10% of the net profits after deducting the amount mentioned in article (244) of this law.
Article (254)
a— Every limited partnership by shares shall have a control board consisting at least of three members to be elected by the constituent general assembly from among the shareholding partners if the number of ing partners exceeds ten (10).b— The control board shall make sure that the procedures of the company's incorporation have been undertaken in accordance with the provisions of the law, and its members shall be jointly liable for this.c— The term of the first control board shall terminate with the ordinary meeting of the ordinary general assembly. The election of the control board shall thereafter be the responsibility of this assembly in accordance with the provisions of the company's articles of association.d— The joint partners shall have no vote in the election of the control board.Article (255)
a— The control board shall supervise the company's activities, and have the right — to this end — to request the managers to submit an account of their management, to examine the company's books and documents, and to request for a stock-taking of its assets. The board shall also have to advise on the issues referred to it by the company's manager and to authorize the manager to perform the acts for which the company's articles of association stipulate the authorization of the board. The board shall have the right to invite the general assembly to convene if it discovers severe wrongdoings in the company's management.b— The board shall submit to the shareholders' general assembly a report on the results of its supervision of the company's activities at the end of each financial year.c— The members of the control board shall receive no remuneration for their jobs.d— The control board shall not be liable for the managers' acts or the results thereof except if members knew of the managers' wrongdoing and did not inform the general assembly thereof.Article (256)
A limited partnership by shares shall have an auditor or more. The auditor shall be subject to the provisions set out in articles (217) to (222) of this law.
Article (257)
A limited partnership by shares shall have a general assembly consisting of all the joint and shareholding partners. The provisions regulating the general assembly in the closed joint-stock companies shall apply to the general assembly of the limited partnership by shares. The company's manager shall replace the chairman of the board of directors in calling the general assembly to convene. The general assembly shall not perform any acts relating to the company's relationship with third parties or approve them without the managers' approval.
Article (258)
The extraordinary general assembly shall not introduce amendments to the articles of association of a limited partnership by shares without the approval of all the joint partners and without the quorum and majority provided for in article (212) of this law being available.
Article (259)
A limited partnership by shares shall be subject to the provisions of article (64) and articles (125) to (166) and articles (214) to (225) of this law.
Article (260)
If the position of manager of a limited partnership by shares becomes vacant the control board shall appoint an acting manager to carry out urgent matters until the general assembly convenes. The acting manager shall invite the general assembly to convene within fifteen days from the date of his appointment in accordance with the procedures set out in the company's articles of association. If this period elapses without inviting the general assembly to convene, the control board shall send the invitation immediately. The acting manager shall only be liable for his mandate.
