Chapter Two Voluntary Liquidation

التاريخ
   
Article (259) Voluntary Liquidation of a Public Shareholding Company
 
A Public Shareholding Company shall be voluntarily liquidated in any of the following circumstances:
  A- Upon the expiry of the specified period of the Company unless the General Assembly issues a decision to extend the period.
  B-
Upon fulfillment or disappearance of the objectives for which the Company was established, or due to the impossibility of achieving these objectives or their disappearance.
  C-
Upon the General Assembly issuing a decision to dissolve or liquidate the Company.
  D- In other circumstances stipulated in the Company's Memorandum of Association.
     
Article (260)
Appointment of a Liquidator and Commencement of the Liquidation Procedures
 
A-
Upon its issuance of a liquidation decision, a Public Shareholding Company General Assembly shall appoint a liquidator or more. If it fails to do so the Controller shall appoint a liquidator and decide on his remuneration.
 
B-
The Company's liquidation procedures shall commence as of the General Assembly issuing a decision to that effect, or as of the date of the liquidator’s appointment if he was appointed after the issuance of the liquidation decision.
     
Article (261)
Procedures Taken by the Liquidator to Settle the Company’s Rights and Obligations and to Liquidate its Assets
  The liquidator shall settle the Public Shareholding Company's rights and obligations and liquidate its assets in accordance with the following procedures:
  A- The liquidator shall exercise the powers conferred upon him by the Law for carrying out the Company's compulsory liquidation.
  B- The liquidator shall organize a list of the names of the Company's debtors, and submit a report on the transactions and procedures he carried out to claim the payment of the debts due to the company by its debtors. This list shall be considered a primary evidence of the persons whose names appear in the list as debtors of the company.
  C- The liquidator shall pay the Company's debts and shall settle its rights and obligations.
  D-
Should more than one liquidator be appointed, their decisions shall be adopted pursuant to what is stipulated in their appointment decision, and should there be no stipulation in this regard then their decisions shall be taken unanimously or by absolute majority, and the Court shall have the final decision in the event of any disagreements arising among them.
     
Article (262)
Binding of the Agreement between the Liquidator and the Company's Creditors and Contesting Same
 
A-
Every agreement concluded between the liquidator and creditors of a Public Shareholding Company shall be considered binding over the Company, should the Company's General Assembly approve that agreement. It shall also be binding to the creditors, should it be accepted by a number of them whose total debts amount to three quarters of the debts due by the Company. Creditors whose debts are guaranteed by a mortgage or preference or a security, shall not be allowed to participate in voting for the said decision. The said agreement concluded pursuant to this paragraph shall be published in two daily newspapers within a period not exceeding seven days from the date of conclusion.
  B-
Any creditor or debtor may contest the agreement stated in paragraph (a) of this Article before the Court within fifteen days of the date of the announcement.
     
Article (263) 
Settling Issues Arising from Voluntary Liquidation Procedures in accordance with Compulsory Liquidation Provisions
 
The liquidator and any debtor or creditor of a Public Shareholding Company, and any other person with interest, may apply to the Court to adjudicate any issue that arises in voluntary liquidation procedures, in accordance with the manner by which issues arising in mandatory liquidation procedures are adjudicated pursuant to the provisions of this Law.
   
Article (264)
Liquidator’s Right to Invite the Company's General Assembly to Obtain its Approval on any Issue he Deems Necessary, and his Right to Invite the Creditors to Show same the Debt of Each
  A-
The liquidator may, in the course of carrying out the process of voluntary liquidation, invite the Company's General Assembly to a meeting to obtain is approval of any issue he deems necessary, including reversing its liquidation. The Controller may also invite the General Assembly pursuant to a request submitted to him by shareholders or partners who own more than 25% of the Company's subscribed capital, for the purpose of discussing the liquidation procedures or dismissing the liquidator and electing another.
  B- 1. The liquidator shall publish in a prominent place in at least two local daily newspapers and within thirty days of the date of issuing the liquidation decision an announcement notifying the creditors of the necessity of submitting their claims towards the Company whether they are due or not within two months if they are residents of the Kingdom and within three months if they reside abroad.
    2.
This announcement shall be republished in the same manner upon the lapse of fourteen days as of the first announcement's publication. The period for submitting the claims is calculated as of the date of the first announcement's publication.
    3.
If the liquidator or competent Court is convinced of the existence of a legitimate excuse for the creditor not being able to submit his claim within the period specified in clause (1) of this Article then the period shall be extended for another three months at most.
  C-
Notwithstanding the provision of paragraph (b) of this Article, should the creditor fail in submitting his claim within the specified period then he may submit his claim at any later stage, provided that his claim in this case fall in the rank following that of the creditors’ claims submitted within the period specified in this Article.
     
Article (265) 
Transforming Voluntary Liquidation into Compulsory Liquidation
 
The Court may, upon an application submitted thereto by the liquidator, the Attorney General, the Controller or any person with interest, decide to convert the voluntary liquidation of a Public Shareholding Company into compulsory liquidation, or to continue the voluntary liquidation, provided that the liquidation is carried out under its supervision and pursuant to the terms and limitations determined thereby
     
sdc ref id
244
Last update Thursday on 23-11-2023 at 15:26:57
Share