Chapter Six Decreasing the Capital of a Public Shareholding Company
التاريخ
| Article (114) | Permissibility to reduce the Unsubscribed Capital | |
| A- | A Shareholding Company may, by a decision of the extraordinary General Assembly, reduce the unsubscribed portion of its authorized capital. It may also reduce its subscribed capital if it is in excess of its needs or if it sustains any loss and the Company decides to reduce its capital in the same amount of such loss or any part thereof provided that the Company shall observe in the reduction decision and in its procedures the rights of third parties stipulated in Article (115) of this Law. | |
| B- |
The reduction in the subscribed capital shall be made by reducing the value of shares, by canceling the portion of their paid value equal to the amount of the loss, if there is a loss in the Company or by refunding a portion thereof if the Company deems that its capital is in excess of its needs.
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| C- |
The capital of the Public Shareholding Company in any case may not be reduced below the minimum limit stipulated in Article (95) of this Law.
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| D- | If the aim is to restructure the Company's capital, then the decision to reduce or increase its capital, may be taken in the same extraordinary General Assembly meeting, provided that the reduction procedures stipulated in this Law are completed after which the increase procedures are completed and that the invitation to the meeting contain the reasons for restructuring and the objectives of such a procedure. | |
| Article (115) |
Procedures for the Reduction of the Capital
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| A- |
The Board of Directors of the Public Shareholding Company shall submit the application for the reduction of its subscribed capital to the Controller together with the reasons that require such a reduction. This can only be made following the approval of the Company's General Assembly of such reduction by a majority of at least seventy-five percent (75%) of the shares represented in its extraordinary meeting which is held for that purpose. A list of the names of the Company's creditors, the amount of the debt of each of them, his address, and a statement of the Company's assets and liabilities shall be attached to the application provided that same is certified by its auditor.
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| B- |
The Controller shall notify the creditors whose names appear in the list submitted by the Company of the decision of the Company's General Assembly regarding the reduction of its subscribed capital. The notice shall be published in two local daily newspapers at the Company's expense. Each creditor may submit to the Controller, within thirty days from the date of publishing the last notice, a written objection against the reduction of the Company's capital. If the Controller fails in settling the objections submitted to him within thirty days following the date of the expiry of the period fixed for submitting same, the objectors shall have the right to bring their case before the Court in respect of their objections within thirty days of the date of expiry of the period granted to the Controller to settle such objections. Any case brought before the Court after the lapse of said period shall be dismissed.
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| C- |
Should the Controller receive a written notice from the Court informing him of any case that has been filed with it within the period specified in paragraph (b) of this Article to contest the reduction of the subscribed capital of the Company, then same shall stop the reduction procedures until a Court decision is issued and becomes final. The case in this instance is considered of an urgent nature in accordance with the Law of Civil Courts Procedures in force.
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D- |
If no case has been brought before the Court to contest the decision of the Company General Assembly regarding the reduction in its subscribed capital, or if a case has been filed but dismissed by the Court and the Court’s decision became final, the Controller must continue considering the reduction of the Company's capital and must submit his recommendation regarding same to the Minister to issue the decision he deems appropriate. Should the Minister approve the reduction, the Controller shall register and publish the said reduction decision at the Company's expense in accordance with the procedures provided for in this Law so that the reduced capital of the Company shall by operation of law replace its capital listed in its Articles and Memorandum of Association. |
| E- |
The reduction of the unsubscribed portion of the authorized share capital shall not be conditional on the approval of the Controller and creditors.
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sdc ref id
253
Last update Thursday on 23-11-2023 at 15:26:57
