Companys Management Flashcards
The Formation of the General Assembly and its Meetings
The general assembly shall consist of all the members of the company.
The general assembly in the joint-stock company shall meet at least once a year.
In the other companies, it shall meet at least once every six months.
Who would issue the invitation to a meeting?
First: The founder of the company within 30 days from issuance of the company’s certificate of establishment.
Second: The chairman of the board of directors; or at the request of company members who own not less than 10 % of its paid-up capital.
Third: The Registrar on its own initiative.
Joint stock companies are governed by a board of directors composed of a
Joint stock companies are governed by a board of directors composed of a minimum of five and a maximum of nine members elected by the general assembly.
The board of directors must elect a chairman and a vice chairman from among its members.
The board of directors also appoints
The board of directors also appoints a managing director who may NOT be the chairman and need NOT be a board member, and may be an expert in the company’s field of business.
The day-to-day business of a joint stock company is usually carried out by the managing director.
How to send out the meeting invitations:
In a joint-stock company, the invitation to attend a meeting of the general assembly must be announced in two daily newspapers, and the Stock Exchange Market.
The invitation in the case of the other companies shall be sent out in registered letters to shareholders. The invitation shall fix the place and date of the meeting.
The period between the date of the invitation and the day of the meeting must not be less than 15 days.
The meeting of the general assembly shall be held with the attendance of the members owning the majority of subscribed shares, in the case of the joint-stock company; the majority of paid-up shares in the limited liability company; and the majority of quotas in other types of companies.
If a quorum is not reached, the meeting shall be postponed to the same day on the following week and in the same place.
Number of Votes:
In the joint-stock company and the limited liability company, every shareholder shall have a number of votes equal to the number of shares he owns.
In other companies, the votes are calculated on the basis of each partner’s quota in the capital.
How to Vote?
Shareholders may exercise their voting rights in person or by proxy. The proxy must be deposited with the company three days prior to the meeting.
Termination of the Company: Reasons for Termination
1)Failure to start its activity without any legitimate reason despite the lapse of one year since its establishment.
2)Completion of the project for which it was established or the impossibility of completing it.
3)Merger with another company or transformation into another type of company under the provisions of this law.
4)Loss of 75 percent of its nominal capital and its failure to take the steps to make up the loss.
5)The general assembly’s decision to liquidate it.
liquidate the company
If the general assembly decides to liquidate the company, the company must appoint one liquidator.
The liquidator shall be considered the representative of the company within the limits of his jurisdictions during the liquidation period.
The liquidation decision or recommendation shall be backed by reasons and sent to the Registrar within 14 days of its adoption.
Once notified of the liquidation decision, the company must stop making any changes in its membership or assuming any new obligations. But it will continue to operate in so far as fulfilling its obligations under the liquidation process.
