Chapter Two — Chapter Two — Management of the Company
Article (275)
One manager or more, to be appointed from among the partners or non-partners by the founders for the first time and by the general assembly thereafter, shall manage the company.
In all cases the manager(s) may be dismissed with the approval of the partners who own the majority of the capital.
The duties, obligations and responsibilities of the manager(s) shall be the same as those of the members of the board of directors in a joint-stock company.
Article (276)
The company's managers shall have full powers to represent it unless otherwise stipulated in the company's memorandum of association. Any decision issued by the company restricting the powers of the managers or changing them after it has been registered in the Commercial Registry shall not take effect towards third parties before the lapse of five days from the date of it being registered in this registry.
Article (277)
The company's memorandum of association may provide for the constitution of a board for the managers and specify the manner in which the board shall operate and the majority by which its resolutions shall be passed.
Article (278)
The managers shall be jointly liable towards the company, the partners and third parties for their breach of the provisions of the law or of the company's memorandum or articles of association and for any mismanagement in accordance with the rules regulating the joint-stock company. Any condition to the contrary shall be deemed non-existent.
Article (279)
The manager shall not, without the consent of the partners' general assembly, assume the management of a company competing with or having similar objectives to those of the company, nor may he conduct, for his own account or for the account of third parties, any transactions that are competitive or similar to the company's activities.
Violation of this may lead to the removal of the manager and to obliging him to pay compensation.
Article (280)
If the number of partners is more than ten, and the company does not have a board of managers, a control board, consisting of at least three partners, shall be appointed for a specific period in the company's memorandum of association. The partners' general assembly may reappoint them or appoint others from among the partners after the expiration of this period. The managers shall not have the right to vote on the election or dismissal of the members of the control board.
The control board shall have the right to examine the company's books and documents, to make an inventory of the cash money, the stock, securities and documents establishing the company's rights and to request the managers at any time to submit reports on their management.
The board shall also oversee the balance sheet, the profit distribution and the annual report, and shall submit its report in this regard to the partners' general assembly at least fifteen days before its meeting.
The board shall authorize the acts which the company's memorandum of association requires its authorization to undertake them.
Article (281)
The members of the control board shall not be liable for the actions of the managers or the results thereof, unless they knew about the wrongdoings and did not mention them in their report to the partners' general assembly.
Article (282)
If the number of partners does not exceed ten and the memorandum of association does not provide for the establishment of a control board, the non-manager partners shall have the right to control the managers' acts. They may also examine the company's books and documents in accordance with the rules laid down in article (46) of this law. Any condition to the contrary shall be void.
Article (283)
a— A limited liability company shall have a general assembly consisting of all partners.b— The general assembly shall convene at a call by the managers at least once a year within the four months following the end of the company's financial year.c— The general assembly may convene at any time at an invitation by the managers, the control board, the auditor, the Ministry of Commerce and Industry or a number of partners representing one-fourth of the capital.d— The call for the general assembly to convene shall be made by registered mail with a delivery note or by any way proving the knowledge of partners of it at least one week before the date of the meeting.e— The call for the general assembly to convene shall specify the date, the venue and the agenda of the meeting. The agenda shall particularly include the reports of the managers, of the auditor and of the control board, if any, the approval of the balance sheet and the profit and loss account, and consideration of the managers' recommendations with respect to profit distribution.
Each partner may request the managers to include any issue on the agenda, and if such request is rejected, the partner may take the matter to the general assembly.
The general assembly meeting shall not debate any matters other than those listed on the agenda; unless serious matters arise during the meeting that require debate.Article (284)
i— Each partner shall have the right to attend the meetings of the general assembly either in person or by his proxy, provided that the proxy shall not be the company's manager or from among the members of the control board. The proxy shall represent no more than one partner, and each partner shall have a number of votes equal to the shares he owns in the company.ii— The general assembly meeting shall not be valid unless attended by a number of partners owning more than half the capital, and the resolutions thereof shall be valid if passed by the majority of the shares represented in the meeting unless the company's memorandum of association provides for a bigger majority. If the quorum is not available, the general assembly shall be invited to hold a second meeting within the ten days following the first meeting for the same agenda. This meeting shall be valid regardless of the number of the shares represented thereat. In this case, resolutions shall be passed by the majority of the shares represented in the meeting unless otherwise provided for in the memorandum of association. The company's manager, the auditor and at least one member of the control board, if any, may attend the meeting, however, none of them shall have the right to vote on the resolutions discharging them of responsibility. The competent government authority may send its representative to attend the general assembly meeting.iii— Minutes shall be drafted for each meeting including an adequate summary of the deliberations and resolutions of the general assembly, and shall be signed by the meeting chairman. Such minutes shall be entered in a special register to be kept at the company's headquarters. The provisions regulating the commercial books shall apply to this register, and the company's manager shall be liable for the accuracy of the data contained therein.Article (285)
The company's memorandum of association shall not be amended, nor its capital be increased or reduced without a resolution by the company's general assembly to be passed by the numerical majority of the partners who own three fourths of the capital unless the company's memorandum of association provides for a higher percentage. However, the partners' obligations shall not be increased without their unanimous approval.
