2. Eligible Issuer

2.1 An issuer that is a Bahraini issuer must be a company within the meaning of Article 138 of the Commercial Companies Law (21/2001) which states that: the ordinary general assembly of both the public and closed joint stock companies (in which the Government or any other public entity owns at least 30% of capital), may decide, by a resolution, to borrow by issuing Debt Securities upon a recommendation by the board of directors showing the extent to which the issuer needs to borrow and the conditions of issuing these Debt Securities. The issuer shall obtain the approval of the Bahrain Monetary Agency if the Debt Securities are denominated in foreign currency or denominated in local currency but shall be offered for subscription in international markets.

The general assembly may authorize the board of directors to select the issue date, provided that the issue shall be made within the two years following the date of the resolution. The Ministry of Finance and National Economy must approve the issuer's borrowing by issuing Debt Securities. However, the Bahrain Monetary Agency shall be the competent authority if the issuer is one of those subject to its supervision.
2.2 The non-Bahraini issuer and the guarantor, in the case of a guaranteed issue, shall each be duly incorporated, or otherwise established, under the laws of the place where they are incorporated, or otherwise established, and must be in conformity with those laws and its Memorandum and Articles of Association or equivalent documents.
(a) A new applicant or the guarantor, in the case of a guaranteed issue, shall have produced audited financial statements, referred to under Articles (140) and (143) of the Commercial Companies Law, in accordance with the International Financial Reporting Standards or other accounting standards acceptable to the Agency covering at least the last 2 financial years preceding the application date.
(b) In the case of a new applicant, if the period since the last financial year of audited financial statements exceeds 15 months at the time of the offering, interim period financial statements, which may be unaudited but reviewed by external auditors, as compared with the same period in the previous financial year, shall also be provided.
2.4 Subject to l of the Commercial Companies Law, the financial statements shall be audited to a standard comparable to that required by the International Auditing Practices Committee of the International Federation of Accountants.
2.5 Subject to Article (140) of the Commercial Companies Law, the issuer shall not issue Debt Securities unless the issued capital is fully paid-up and financial statements are published for at least the previous 2 financial years unless such Debt Securities are guaranteed by the Government or otherwise directed by the Agency.
2.6 Without prejudice to the generality of Article (160) of the Commercial Companies Law, the issuer shall maintain a paying agent at an address in the Kingdom of Bahrain until the date on which no Debt Securities are outstanding unless the issuer performs that function himself.