1 — 1 — Company Dissolution
Article (320)
The company shall be dissolved for any of the following reasons:
a— Expiry of its specified term unless the company's memorandum or articles of association provides for its renewal.b— Achieving the objectives for which the company was incorporated.c— Destruction of all or most of its assets to the extent that it becomes useless for it to continue.d— A unanimous resolution by all partners to dissolve it before the expiry of its term, unless the company's memorandum or articles of association provides for certain majority.e— Merging the company with another company.The registration of the company shall be struck off by an explained decree by the Ministry of Commerce and Industry if the company does not undertake its activities for one year from the date of the completion of its incorporation procedures or if it suspends its activities for a continued period exceeding one year without acceptable justification.
The Ministry of Commerce and Industry shall notify the company the registration of which is to be struck off in accordance with the procedures decreed by the Minister of Commerce and Industry.
Any interested party shall have the right to appeal against the decree to the Minister of Commerce and Industry within a period of no more than thirty days from the date of publication of the decree in the Official Gazette or from the date of notification of the concerned person of that action.
Such appeal shall be decided on within thirty days from the date of its submission, and the lapse of such period without taking a decision shall be deemed rejection thereof.
The appealing party may object to the rejection of his appeal before the High Civil Court within forty-five days from the date of his knowledge of the rejection or from the date of deeming it as rejected.
Striking off the registration shall not terminate the responsibility of the members of the board of directors, the managers, the partners and the shareholders. This responsibility shall remain as if the company is still going.
Article (321)
a— Except for public joint-stock companies, the court may decide, at a request by a partner, to dissolve any company if it finds serious reasons justifying such dissolution, and any provision depriving partners from using this right shall be deemed null and void. If such reasons have to do with the acts of any partner, the court may decide to discontinue his membership and to evaluate his share according to the latest inventory, unless the company's memorandum of association provides for another method of evaluation. In this case the company shall continue among the other partners.b— The court may also decide to dissolve the company at a request by a partner if a partner has not honored his obligations.Article (322)
a— General partnership companies, limited partnership companies and associations in participation shall be dissolved for any of the following reasons:1— Withdrawal of a partner from the company if its term is indefinite. However, the partner shall withdraw in good faith and notify the other partners of his withdrawal in a suitable time, failing which a court order may be obtained obliging the partner to continue in the company and to pay compensation if necessary. If the company's term is definite the partner shall not withdraw from the company without a court order.2— Death of a partner or if a court passes a restraint order against him or if he is adjudged bankrupt or insolvent.b— The company's memorandum of association may provide for its continuation with the heirs of a deceased partner even if all or some of them are minors. If the deceased partner was a joint partner and the heir is a minor, the minor shall be considered a ing partner to the extent of his share in that of his legator. In this case the continuation of the company shall not require a court order to keep the minor's money in the company.c— The company's memorandum of association may provide for its continuation with the remaining partners in case of withdrawal or death of a partner or if an order of distraint is passed against him or if he adjudged bankrupt or insolvent. If the company's memorandum of association does not contain such a provision, the partners may, within sixty days from the date of withdrawal, death or the order of distraint or adjudication of bankruptcy or insolvency unanimously agree to continue the company among them. Such agreement shall not be binding on third parties before the date of entering it in the Commercial Registry.d— In all cases of continuation of the company among the remaining partners, the share of the withdrawing partner shall be evaluated by an accredited auditor unless the company's memorandum of association provides for another method of evaluation. Such partner or his heirs shall not have a share in subsequent rights except for those resulting from operations performed before his withdrawal from the company.Article (323)
A limited partnership by shares shall be dissolved if a joint partner withdraws therefrom or deceased or if a distraint order is passed against him or if he adjudged bankrupt or insolvent, unless otherwise provided for in the company's memorandum of association.
If the company's memorandum of association does not contain a provision in this respect, the extraordinary general assembly may decide to continue the company, and the procedures governing amendments to the company's memorandum of association shall apply.
If all joint partners in a limited partnership by shares withdraw or deceased or if distraint orders are passed against all of them or if they are adjudged bankrupt or insolvent, the company shall be dissolved unless its memorandum of association provides for the conversion thereof into another form of company.
Article (324)
A limited liability company shall not be dissolved if a partner or more withdraws or deceased or if a distraint order is passed against him or if he is adjudged bankrupt or insolvent, unless otherwise provided for in the memorandum of association.
