Chapter One Formation and Registration of a Public Shareholding Company

التاريخ

2004-07-12

Article (90)	The Founding of the Public Shareholding Company, its Address and Duration
	A-	A Public Shareholding Company shall consist of a number of founders not less than two who subscribe for shares that can be listed on the Stock Exchange and may be negotiated and transferred in accordance with the provisions of this Law and any other legislation in force.
	B-	Subject to the provisions of Article (99) of this Law, the Minister may, upon a justifiable recommendation by the Controller, approve that the Limited Public Shareholding Company be established by one person, or that the Company ownership devolves to one person in the event he purchases all its shares.
	C-	The name of the Public Shareholding Company is derived from its objectives provided that wherever the name appears it shall be followed by the words “Limited Public Shareholding Company”. The Company shall not be registered in the name of a natural person unless the objective thereof is the exploitation of a patent duly registered in the name of the said person.
	D-	The term of the Public Shareholding Company shall be indefinite unless the objectives thereof is to realize a certain business, in which case, the duration thereof shall end upon the completion of that business.

Article (91)	Financial Liability of the Company
	The financial liability of the Public Shareholding Company is deemed independent from the financial liability of each Shareholder therein. The Company shall, with its assets and properties, be liable for its debts and obligations and the Shareholder shall not be liable before the Company for such debts and obligations except in proportion of the shares he owns in the Company.

Article (92)	Registration of the Company
	A-	The application for the formation of the Company shall be submitted by the Company founders to the Controller on the form designated for such purpose and accompanied by the following:
		1.	The Company's Articles of Association.
		2.	Its Memorandum of Association.
		3.	Names of the Company's founders.
		4.	The founders' minutes of meeting that include the election of the founders' committee which will supervise the founding procedures and set the signing authorization on behalf of the Company during the formation period.
		5.	Name of the auditor chosen by the founders for the formation period
	B-	The Shareholding Company's Articles of Association and Memorandum of Association should include the following information:
		1.	Name of the Company.
		2.	Company's headquarters.
		3.	Objectives of the Company.
		4.	Names of the Company's founders, their nationalities, chosen notification addresses, and the number of shares subscribed for.
		5.	The authorized capital of the Company and the subscribed part thereof.
		6.	A statement of the in-kind shares in the Company, if any, and the value thereof.
		7.	Whether the shareholders and the holders of convertible bonds hold preemptive right to subscribe for any new issues to be made by the Company.
		8.	The manner in which the Company is managed and the authorized signatories during the period between its founding and the first General Assembly meeting which should be held within sixty days of the date of founding of the Company.
		9.	Specification of the manner, form, and method of inviting the Company's Board of Directors to its meeting.
	C-	The Articles of Association and Memorandum of Association of the Public Shareholding Company shall be signed by each founder before the Controller or any person delegated by him in writing or before a Notary Public or a licensed lawyer.

Article (93)	Operations Limited to Public Shareholding Companies
	The following operations may not be carried out, except by Public Shareholding Companies which are formed and registered in accordance with the provisions of this Law:
	A-	Banking Operations, financial institutions and all types of insurance.
	B-	Companies awarded concessions.

Article (94)	Acceptance and Rejection of a Company's Registration
	A-	Upon the recommendation of the Controller, the Minister shall issue his decision approving or rejecting the registration of the Company within a maximum period of thirty days from the date of the Controller’s recommendation. The Controller shall make the recommendation within thirty days from the date of submitting the application to him which shall be signed by the founders and which shall fulfill the legal conditions. Should the Minister fail to issue this decision during that period, the application shall be deemed approved.
	B-	In the case the Minister rejects the registration of the Company its founders may challenge his decision before the Higher Court of Justice.

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