Commercial Companies

363 articles

1. Article 1

   Definitions For the purpose of applying the provisions of this Decree Law, the following words and expressions shall denote the meanings assigned thereto respectively, unless the context requires otherwise: The State : The Unites Arab Emirates.

   Federal Government : The Government of the United Arab Emirates.

   The State : The Unites Arab Emirates.

   Federal Government : The Government of the United Arab Emirates.

   Local Government : Any of the governments of the member Emirates of the Federation.

   The Ministry : Ministry of Economy.

   The Minister : Minister of Economy.

   Central Bank : The Central Bank of the United Arab Emirates.

   SCA : The Securities & Commodities Authority.

   Competent Authority : The local authority concerned with the Company affairs in the relevant Emirate.

   Company : The Commercial Company. Special Purpose Acquisition Company [SPAC] A public joint stock company, which the SCA has approved to classify as a Special Purpose Acquisition Company with no other purposes, in accordance with the SCA's relevant decision. Special Purpose Vehicle [SPV] : A company incorporated with the aim of segregating the liabilities and assets associated with a particular financing transaction from the liabilities and assets of its founding person, and is used for the transactions involving credit,

   borrowing, securitization, bond issuance and transfer of risks associated with insurance, reinsurance and derivatives transactions in accordance with the provisions of the decision of the SCA regulating such activities.

   Governance : A set of controls, standards and procedures that aim to achieve corporate discipline for the management of the Company in accordance with the international standards and practices, through determining the duties and responsibilities of the Directors and the Executive Management of the Company, while ensuring that the interests of shareholders and stakeholders are safeguarded.

   Business Day : The official business days of the ministries, government authorities and local departments.

   Special Resolution : A resolution issued by a majority of shareholders holding at least 75% of the shares represented at the General Assembly of a joint stock company.

   Registrar : The companies registrar appointed by the Minister, and who performs his duties through the Companies Department of the Ministry.

   Markets : Securities and commodities markets licensed by the SCA to operate in the State.

   Securities : The shares issued by joint stock companies; Derivatives and investment units approved by the SCA; Bonds, Sukuk and bills issued by the Federal Government, local governments or public authorities or institutions in the State; Bonds, Sukuk and any debt instruments issued by companies in accordance with the regulations to be issued by the SCA; and Any other local or foreign securities acceptable to the Central Bank and the SCA.

   Public Offering : The process of inviting any natural or legal person or a

   particular segment or segments of persons to purchase any Securities.

   Book Building : The process by which the price of a security is determined upon issuance or sale on a Public Offering, in accordance with the provisions of the resolution to be issued by the SCA in this respect.

   Strategic Partner : A partner whose contribution to the Company provides technical, operational or marketing support that is beneficial to the Company.

   Share Register : A register that shows the shares held by shareholders in the joint stock companies and the rights associated with such shares.

   Share Register Secretariat : An entity or entities licensed by the SCA to regulate the Share Register of private joint stock companies.

   Director : Any member of the board of directors of the Company, including the chairman.

2. Article 2

   Objectives of the Decree Law This Decree Law aims to contribute to the development of the business environment and the capacities of the State and its economic standing by way of regulating the companies in accordance with the global variables, especially those related to the regulation of governance rules, the protection of the interests of shareholders and partners, boosting foreign investment flow and the promotion of corporate social responsibility.

3. Article 3

   Companies Governed by the Provisions of this Decree Law The provisions of this Decree Law and the rules, regulations, and resolutions issued in implementation hereof shall apply to the commercial companies established in the State.

   The provisions on foreign companies set forth in this Decree Law and its implementing resolutions and regulations shall apply to foreign companies that have a headquarters in the State to carry on any activity therein or establish a branch or representative office in the State.

4. Article 4

   Companies Not Governed by the Provisions of this Decree Law

   1. Except for registration and renewal of registration in the register of exempted companies kept at the Ministry, the SCA and the Competent Authority, within their respective areas of competence, the provisions of this Decree Law shall not apply to the following:

   a. The companies exempted under a Cabinet resolution, in respect of anything for which a special provision to that effect is contained in the company's Memorandum or Articles of Association, according to the controls to be issued under a Cabinet resolution.

   b. The companies fully owned by the federal or local government or any of their affiliated institutions, entities, bodies or subsidiaries, as well as any other companies fully owned by such entities or their subsidiaries, if a special provision to that effect is contained in their Memorandum or Articles of Association.

   c. The companies, in which the federal government or local government or any of their affiliated institutions, authorities, agencies or subsidiaries, or any other entity directly or indirectly owned by any of them, is holding at least [25%] of their capital, and which engage in the business activities of oil drilling, extraction, refining, manufacturing, marketing and transport, or engage in any energy-related activities of all types, electricity and gas production, or water desalination, transportation and distribution, if a special provision to that effect is contained in their Memorandum or Articles of Association.

   d. The companies that are granted exemption from the provisions of Federal Law No. [2] of 2015 on Commercial Companies, as amended, prior to the date of entry into force of the provisions of this Decree Law, if a special provision to this effect is

   contained in the Memorandum or Articles of Association of such companies.

   e. The companies exempted from the provisions of this Decree Law under special federal laws.

   f. The SPACs; as provided for in the SCA's decision on such companies.

   g. The SPV; if a special provision to that effect is included in the decision of the SCA on the regulation of such activity.

   2. The companies mentioned in [1/B, C and D] of this Article shall adjust their affairs in conformity with the provisions of this Decree Law, in the event that such companies sell or offer any ratio of their capital at a public offering or list their shares on a financial market in the State.

   3. The companies mentioned in [1/F] and [1/G] of this Article shall adjust their affairs in conformity with the provisions of this Decree Law and according to the regulations or decisions issued by the SCA on such companies.

5. Article 5

   Free Zone Companies

   1. The provisions of this Decree Law shall not apply to the companies established in the free zones of the State if a special provision to this effect is contained in the laws or regulations of the relevant free zone. Notwithstanding the foregoing, such companies shall be governed by the provisions of this Decree Law if such laws or regulations allow the activities of such companies to be carried on outside the free zone in the State.

   2. Subject to Clause [1] of this Article, the Cabinet shall issue a resolution setting out the applicable conditions for the registration of companies operating in the free zones of the State and which desire to carry on their activities in the State but outside the free zones.

6. Article 6

   Corporate Governance

   1. Subject to the requirements of the Central Bank with regard to the financial institutions falling under its control and supervision, the Minister shall issue the resolution

   regulating the governance of companies, except for public joint stock companies, as the Board of Directors of the SCA shall issue the resolution regulating their governance. The governance resolution shall include the rules, controls and provisions to be observed by the companies.

   2. The board of directors of the company or its managers, as the case may be, shall be responsible for applying the rules and standards of governance.

7. Article 7

   Breach of the Rules of Governance The governance-regulating resolutions provided for in Article [6.1] hereof shall include fines to be imposed by the Ministry or the SCA, within their respective areas of competence, on the companies and their chairpersons, directors, managers and auditors in the event that such resolutions are breached, so that the fine shall not exceed AED 10 million.

8. Article 8

   The Concept of Company

   1. The Company is a contract whereby two or more persons agree to get involved in an economic profit-making venture by contributing a share in the form of capital or work, and to divide among themselves the profit or loss resulting from such venture.

   2. The economic venture referred to in Clause [1] of this Article shall include every commercial, financial, industrial, agricultural or real estate activity or other kinds of economic activity.

   3. Notwithstanding Clause [1] of this Article, the Company may be incorporated or owned by a single person in accordance with the provisions of this Decree Law.

9. Article 9

   Forms of Companies

   1. The Company shall take one of the following forms:

   a. General Partnership.

   b. Limited Partnership.

   c. Limited Liability Company.

   d. Public Joint Stock Company.

   e. Private Joint Stock Company.

   2. Any Company that does not adopt any one of the forms referred to in the preceding Clause shall be considered null and void, and the persons concluding contracts in its name shall be jointly and severally liable for the obligations arising out of such contracts.

   3. Every Company established in the State shall bear the nationality thereof, but this would not necessarily mean that the Company shall enjoy the rights exclusively conferred upon UAE nationals.

   Chapter Two Incorporation and Management of Company

10. Article 10

    Activities Having Strategic Impact

    1. A committee, whose membership includes representatives from the competent authorities, and which is vested with the competence to propose activities with a strategic impact and the controls required to license the companies that engage in any of these activities, shall be formed by a resolution of the Cabinet based upon a proposal from the Minister.

    2. The Cabinet shall, based upon a recommendation from the committee stipulated in Clause [1] of this Article, issue a resolution defining the activities with a strategic impact and the controls for licensing the companies that engage in any of these activities.

    3. Subject to the competencies vested in the Cabinet as per Clause [2] of this Article, the Competent Authority shall have the following powers:

    a. Determine a particular ratio for the contribution of UAE nationals to the capital or the boards of directors of all companies that are incorporated within the scope of its competence.

    b. Approve the applications for incorporation of companies and determine the fees as per the controls laid down by the Cabinet and mentioned in Clause [2] of this Article, subject to the provisions stipulated in this Decree Law with regard to joint-stock companies.

    4. The Cabinet may, based upon a request from the Ministry, the body concerned or the Competent Authority, as the case may be, relieve any company whose activities are regulated by special legislation from any term or provision that stipulates the percentage of ownership of nationals or their involvement in the management of such company.

11. Article 11

    Business Practice

    1. The company shall obtain all the approvals and licenses required to engage in the business activities in the State prior to the commencement of business practice.

    2. The Cabinet shall issue a resolution determining the formation and credentials of the members of the internal Sharia Supervisory Committees and the Sharia controller of companies incorporated inside the State and which conduct their business in conformity with the rules of Islamic Sharia. The resolution shall determine the controls of operation of such committees. Such companies shall, following their incorporation and prior to the commencement of their activities, obtain the approval of the internal Sharia Supervisory Committees.

    3. Only public joint stock companies may conduct banking and insurance activities, unless the laws regulating such activities or the resolutions issued thereunder stipulate otherwise.

12. Article 12

    Name of the Company

    1. The Company shall have a trade name that does not conflict with the public order of the State. The name shall be followed by the legal form of the Company. No Company may be registered with a name previously registered in the State or a confusingly similar

    name.

    2. Under a special resolution of the General Assembly and the like, the Company may change its name to any other name approved by the Competent Authority and acceptable to the Registrar. The change of the name of the Company shall not prejudice its rights or obligations or any legal proceedings instituted by or against the Company. Any legal proceedings that have already been instituted by or against the Company shall also continue in the amended name of the Company.

13. Article 13

    Address and Communications of the Company

    1. Every Company shall have a registered address in the State to which notices and communications shall be sent.

    2. All contracts, documents, communications and application forms issued by the Company shall bear its name, legal form, registration number and address, and, if the share capital of the Company is added to such details, the amount of the paid up capital shall be stated.

    3. If the Company is undergoing liquidation, its paperwork shall indicate such status.

14. Article 14

    Drafting the Memorandum of Association

    1. The MOA of the company and each amendment thereto shall be written in Arabic and attested by the Competent Authority; otherwise, the MOA or the amendment thereto shall be null and void. If the Memorandum is written in a foreign language in addition to Arabic, the Arabic text shall be the prevailing and applicable text in the State. The attestation by the Competent Authority shall be made based on personal attendance or by electronic signature, as determined by the Competent Authority in this regard. Notwithstanding the above, the attestation shall be made before the Notary Public in the events determined by a decision issued by the Competent Authority.

    2. The partners may invoke against each other the invalidity arising from failure to draft the

    MOA or an amendment in writing or to attest the same. However, no invalidity may be invoked by the partners against third parties.

    3. If a judgment is issued, at the request of a partner, establishing that the Company is invalid, such invalidity shall take effect only of the date on which the judgment becomes final.

15. Article 15

    Registration of MOA with the Competent Authority

    1. The Company's MOA and any amendment thereto shall become effective after being registered in the commercial register with the Competent Authority.

    2. If the MOA is not registered as required by Clause [1] of this Article, it shall have no legal effect vis-à-vis third parties. If non-registration is limited to one or more of the items required to be registered, only the non-registered items shall have no effect vis-à-vis third parties.

    3. The companies shall notify both the Competent Authority and the Registrar in writing within fifteen [15] business days upon the occurrence of any amendment or change in the registered details of the Company, including its name, address, share capital, number of shareholders or legal form.

    4. The managers or directors of the Company, as the case may be, shall be held jointly liable for indemnifying the damage sustained by the Company or its partners or third parties due to failure to have the MOA or any amendments thereto registered in the commercial register with the Competent Authority.

    Article (16 ) Invocation of MOA by Third Parties

    1. Any third party may prove the existence of the MOA of the Company or any amendment thereto by all means of proof. Such third party may invoke the existence or invalidity of the Company vis-à-vis the partners.

    2. If the Company is decided to be invalid upon the request of a third party, the Company

    shall be deemed void ab initio in relation to such third party. Persons who have contracted with such third party in the name of the Company shall be jointly and severally liable for the obligations arising from the MOA.

    3. In all cases where a Company is decided to be invalid, the terms of the MOA shall apply to the liquidation of the Company and the settlement of the rights of the shareholders against each other. The debtors of the Company may not request or invoke invalidity in order to avoid their debts to the Company.

16. Article 17

    Nature of Partner's Contribution

    1. The capital of the Company shall consist of cash contribution and/or in-kind contributions of a known value.

    2. The partner's capital contribution may neither be work, unless the same is a general partner, nor his reputation or influence.

17. Article 18

    Rules of Contributing to the Company's Capital

    1. If the partner's contribution is a title to property or any other right in-rem transferred to the Company, such partner shall be liable in accordance with the provisions applicable to contracts of sale with regard to title transfer, guarantee of the contribution in case of depreciation or maturity or in the event of an apparent defect or shortcoming in the contribution, unless agreed otherwise.

    2. If the contribution is based merely on the utilization of funds, the provisions applicable to lease agreements shall apply to the issues set out in Clause 1 of this Article, unless agreed otherwise.

    3. If a partner's contribution represents debts payable by third parties or other incorporeal rights, such partner's liability vis-à-vis the company shall only be relieved when such debts are settled. Moreover, the partner shall be liable to indemnify the damage sustained by the Company if such debts are not settled when they become due.

    4. Subject to the provisions of the law regulating copyrights and ancillary rights and the law regulation the protection of industrial property rights, if the partner's contribution in the Company is his work, then every revenue generated from such work shall be the property of the Company, provided that the partner has not obtained such revenue from the right to a patent, unless otherwise agreed.

18. Article 19

    Failure to Provide Contribution to the Company

    1. If the partner undertakes to contribute to the company a sum of money, and such sum is not paid, or if the contribution consists of debts of third parties that are not settled, such partner shall be liable vis-a-vis the Company for any obligations in consideration of his contribution to the Company.

    2. The partner shall be liable to the Company for the difference, if any, between the amount of money or value of the contribution actually provided to the Company and the amount of money or value of such other contribution recorded in the partners register, and which the partner should have provided in accordance with the provisions of this Decree Law.

19. Article 20

    Enforcement upon Anything in Lieu of Capital Contribution

    1. The creditor of any partner may not satisfy his right from the contribution of his debtor to the capital of the Company, but rather, he may satisfy the same from his debtor's profit share. If the Company is dissolved, the creditor's right shall attach to his debtor's share upon liquidation of the Company.

    2. If the partner's contribution to the Company is shares, then his creditor may, in addition to the rights as set out in Clause 1 of this Article, file a case with the competent court for the shares to be sold and the proceeds thereof be used to satisfy the creditor's right.

20. Article 21

    Legal Personality of the Company

    1. The Company shall, as of the date of registration in the commercial register with the Competent Authority, acquire the legal personality in accordance with the provisions of this Decree Law and the resolutions issued in implementation hereof.

    2. During the incorporation period, the Company shall have legal personality to the extent necessary for its incorporation. The Company shall be bound by the acts of the founders in connection with the incorporation procedures and requirements within such period, provided that such incorporation is completed in accordance with the provisions of this Decree Law.

    3. Upon its dissolution, the Company shall undergo liquidation. During the liquidation period, the Company shall maintain its legal personality to the extent required for the liquidation process. The phrase "Under Liquidation" shall be added to the name of the Company in a clearly written manner.

    4. Subsidiaries of a holding company shall have legal personality and financial liabilities independent of the holding company.

21. Article 22

    Duties of the Person Authorized to Manage the Company The person authorized to manage the Company shall preserve its rights and shall exercise due care and diligence for the benefit of the Company as expected from a Prudent Person. Such person shall perform all such acts that are consistent with the objective of the Company and the powers granted to such person under an authorization issued by the Company in this respect.

22. Article 23

    Liability of Company for Acts of its Authorized Manager The Company shall be bound by any act or thing carried out by the person authorized to manage the Company in the ordinary course of such management. The Company shall also

    be bound by any act of any of its employees or agents who are authorized to act on behalf of the Company, where such authority has been relied on by a third party dealing with the Company.

23. Article 24

    Relief from Liability Subject to the provisions of this Decree Law, any provision of the MOA or AOA of the Company authorizing it or any of its subsidiaries to agree on relieving any person from any personal liability, which such person assumes as a current or former officer of the Company, shall be null and void.

24. Article 25

    Protection of Clients of the Company

    1. The Company may not deny its liability vis-à-vis any client on the grounds that the authorized manager is not duly appointed in accordance with the provisions of this Decree Law or the AOA of the Company, as long as the acts of such manager fall within the usual limits in respect of persons of a similar position in companies that conduct the same type of activity as the Company.

    2. Any client may only be protected if he is acting in good faith. A person shall not be deemed acting in good faith if he actually knows or could have known, based on his relationship with the Company, of the shortcomings in the act or thing to be invoked against the Company.

25. Article 26

    Accounting Records

    1. Every Company shall keep accounting records of its transactions to give a clear picture of its financial position at any specific point in time, and to enable the partners or shareholders to verify that the Company's accounts are being properly kept in accordance with the provisions of this Decree Law.

    2. Every Company shall keep its accounting records at its headquarters for a period of at least five [5] years of the end of the fiscal year of the Company.

    3. The Company may keep an electronic copy of the original documents and papers saved and maintained by the Company in accordance with the guidelines contained in a resolution of the Minister.

26. Article 27

    Accounts of the Company

    1. Every joint stock company and limited liability company shall have one or more auditors to carry out an annual audit of its accounts. Other companies may appoint an auditor in accordance with the provisions of this Decree Law.

    2. The Company shall prepare annual financial accounts, including a balance sheet and a profit and loss account.

    3. The Company shall apply international accounting standards and principles upon preparing its periodic and annual accounts, to give a clear and accurate picture of the profits and losses of the Company.

    4. Every partner or shareholder in any Company may, based upon a written request, obtain a free copy of the last audited accounts and of the last report of its auditor and a copy of the accounts of the group if it is a holding company. The Company shall respond to such request within 10 [ten] days of the date of submission.

27. Article 28

    Fiscal Year of the Company

    1. Every Company shall have a fiscal year to be specified in its Articles of Association, provided that the first fiscal year of the Company shall be between 6 [six] to 18 [eighteen] months, starting from the date on which the Company is registered in the commercial register maintained by the Competent Authority.

    2. All fiscal years subsequent to the first one shall run for 12 months after the end of the preceding fiscal year.

28. Article 29

    Distribution of Profits and Losses

    1. If the Company's MOA does not define a partner's share in the profits or losses, the latter's share shall be proportional to his capital contribution. If the MOA only specifies a partner's share in profits, his share of losses shall be equal to his profit share and vice versa.

    2. If a partner's contribution is limited to his work, the Company's MOA shall specify his share of profits or losses. If the partner has provide a cash or in-kind capital contribution in addition to his work, he shall have a share of the profits or losses for his work contribution and another share for his capital contribution.

    3. If it is agreed under the Company's MOA that any of the partners is to be denied profits or be relieved of losses or that any of the partners gets a fixed return for his contribution, such MOA shall be null and void.

    4. It may be agreed to relieve a partner, who contributes only his work, from sharing in the loss, provided that no remuneration has been decided for such work.

29. Article 30

    Distribution of Profits

    1. No fictitious profits may be distributed to the partners or shareholders. The board of directors or any similar body shall be liable vis-à-vis the partners or shareholders and the Company's creditors for any such arrangement.

    2. If the Company distributes any profits in violation of the provisions of this Decree Law and the resolutions issued in implementation hereof, the partner or shareholder concerned shall pay back the profits received by him in violation of such provisions. Furthermore, the Company's creditors may request such partner or shareholder to return the profits received, even if he is acting in good faith.

    3. Partners or shareholders shall not be denied actual profits picked up by them even if the Company incurs losses during the following years.

30. Article 31

    Issuance of Securities Subject to the provisions of Article [4] of this Decree Law, only the joint stock company may issue negotiable shares, bonds or Sukuk.

31. Article 32

    Public Offering of Securities No Company, other than the public joint stock company, may conduct a public offering of Securities. Under no circumstances may any Company, entity, natural or legal person incorporated or registered in the State or in a free zone or overseas, publish any notices in the State inviting the public to subscribe for Securities without first securing the approval of the SCA.

    Chapter Three Companies Registrar

32. Article 33

    Regulation of the Activities of the Registrar The Minister shall, in coordination with the Competent Authority, issue regulations on the activities of the Registrar.

33. Article 34

    Notifying the Registrar of the Company's Details The Competent Authority shall notify the Registrar of the details of the companies registered with it. Such notification shall include the company's name, business activities, capital, business license as well as any information, data or documents required by the Registrar.

34. Article 35

    Rules for Registration of Trade Names The Competent Authorities shall establish the necessary rules for registration of trade names, shall ensure that the trade names of companies are not confusingly similar, and shall provide the Registrar with any updates or changes in the details of the registered companies.

35. Article 36

    Registrar's Duty to Keep Company's Documents The Minister shall issue a resolution:

    1. Designating the period of time for which the Registrar shall keep the documents, so that such documents may be destroyed after the expiration of such period.

    2. Regulating the submission of documents to the Registrar by electronic means of communication and other means. The resolution shall include provisions to ensure effective consistency between the records kept by the Registrar and those kept by the Competent Authority.

36. Article 37

    Access to Records Kept by the Registrar Subject to the provisions of this Decree Law, the stakeholders may request from the Registrar:

    1. A copy of the details of the records kept by the Registrar.

    2. A certificate from the Registrar or the Competent Authority indicating any of the details of those records.

37. Article 38

    Fees Payable to the Ministry and the SCA Based upon the proposal of the Minister and in coordination with the Ministry of Finance, the Cabinet shall issue a resolution determining the fees payable by companies for the

    services provided by the Ministry and the SCA in the course of implementation of the provisions of this Decree Law.

    Part Two Partnerships Chapter One General Partnership

38. Article 39

    Definition of the Company A General Partnership is a Company which consists of two or more partners who are natural persons and are jointly and severally liable to the extent of all their property for the liabilities of the Company.

39. Article 40

    Capacity of the Partners A general partner shall have the capacity of a trader. Such partner shall be deemed to conduct the business in person in the name of the Company. When a General Partnership becomes bankrupt, all the partners thereof shall also become bankrupt by operation of law.

40. Article 41

    Name of the Company

    1. The name of a General Partnership shall consist of the name[s] of one or more partners in addition to the words "and partners" or words of similar meaning, provided that the name of the Company ends with the words "General Partnership". In addition, the Company may have its own trade name.

    2. If the name of a General Partnership contains the name of a person who is not a partner in the Company and that person has knowledge of the same, the person in question shall be jointly liable for the Company's obligations vis-à-vis any person that deals with the

    Company in good faith.

41. Article 42

    MOA of the General Partnership

    1. The General Partnership's MOA shall, in particular, include the following details:

    a. The full name of each partner and his nationality, date of birth and place of residence;

    b. The name, address and trade name, if any, of the Company and the objects for which it was established;

    c. The headquarters of the Company and its branches, if any;

    d. The share capital of the Company, the shares of each partner, the estimated value of such shares, the means by which they are assessed and their due dates;

    e. The commencement date and expiry date of the Company's term, if any;

    f. The method by which the Company is to be managed and the names of the Company's authorized signatories and the extent of their powers;

    g. The start and expiry dates of the fiscal year;

    h. The profit and loss sharing ratios;

    i. The conditions for assignment of shares in the Company, if any.

    2. If the MOA of the Company contains the name[s] of the manager[s], then the full name, nationality, place of residence and powers of each manager shall be stated.

42. Article 43

    Incorporation Procedures The General Partnership shall be incorporated and registered as follows:

    1. The Competent Authority shall determine the information and documents required for the incorporation of the Company, and shall create a standard application form for incorporation in accordance with the provisions of this Decree Law.

    2. The application for incorporation, together with the supporting documents required for licensing and registration purposes, shall be submitted to the Competent Authority.

    3. The Competent Authority shall require the applicant to complete the information and documents required or to make such amendments to the MOA of the Company as necessary to ensure compliance with the provisions of this Decree Law and the resolutions issued in implementation hereof.

    4. The Competent Authority shall issue a decision on the incorporation application of the Company not later than five [5] business days of the date on which the application is filed or on which the information and documents required are provided or the required amendments are made. Rejection of the application shall be reasoned.

    5. If the Competent Authority rejects the application or if the time limit mentioned in Clause [4] of this Article expires without a decision being made on the application, the applicant shall have fifteen [15] business days to file a grievance with the Director General of the Competent Authority or other officer acting in lieu of him. If the grievance is dismissed or not decided on within fifteen [15] business days of the date of being filed, the applicant may appeal against the same before the competent court within thirty [30] business days of the date of being notified of the dismissal decision or of the expiry of the above-mentioned time limit, as the case may be.

    6. If the application for company incorporation is approved, the Competent Authority shall record the Company in the commercial register and shall issue a business license for the company.

    7. The Company shall, within five [5] business days of the issuance date of its business license, provide the Registrar with a copy of the business license and MOA of the Company in order to be published in accordance with the guidelines laid down by the Minister in this respect.

43. Article 44

    Details and Documents Required to be Kept The General Partnership shall keep the following items at its headquarters:

    1. A register containing the names and addresses of the partners;

    2. A copy of the MOA of the Company and any amendments thereto;

    3. A statement of the cash amounts and the nature and value of any assets contributed by

    each partner and the dates of such contributions; and.

    4. Any details, documents or other records required to be kept under this Decree Law and its implementing resolutions.

44. Article 45

    Management of the General Partnership

    1. The General Partnership shall be managed by all the partners. Every partner in a General Partnership shall act as an agent of both the Company and other partners in respect of the business of the Company, unless the management is delegated under the MOA of the Company or an independent contract to one or more partners or to a person who is not a partner.

    2. Any partner, who is not a manager, may not be involved in the management affairs unless otherwise agreed. However, such partner may request access to the business activities of the Company and its books and records, and may give observations thereon to the manager of the Company.

    3. Resolutions relating to the business of the Company shall be unanimously adopted by all the partners, unless the MOA of the Company provides otherwise.

45. Article 46

    Business Competing with the Company's Business

    1. The general partner may not, without the written consent of the other partners, carry on for his own benefit or for the benefit of third parties any activity which competes with the business of the Company, nor be a general partner in any other General Partnership.

    2. If a partner in the General Partnership carries on, without the consent of the other partners, any similar activity which competes with the business of the Company, such partner shall pay to the Company all such profits generated by him from such activity.

46. Article 47

    Removal of Manager

    1. Where the manager is a partner appointed under the MOA of the Company, he may only be removed with the unanimous consent of the other partners or pursuant to a judgment by the competent court.

    2. If the manager is a partner appointed under a contract that is independent of the company's MOA, or if he is not a partner, whether appointed under the MOA or under a separate contract, he may be removed by resolution of the majority of the partners or pursuant to a judgment by the competent court.

    3. The removal of the manager in the two instances described in the above two Clauses shall not give rise to the dissolution of the Company, unless the MOA provides otherwise.

47. Article 48

    Resignation of the Manager The manager, whether a partner or not, may resign from the management, provided that he serves upon the partners a 60-day prior notice of resignation, unless his appointment contract provides otherwise, failing which, he shall be liable for compensation. The manager's resignation shall not bring Company to dissolution unless the MOA indicates otherwise.

48. Article 49

    Prohibited Acts of the Manager The manager shall not act beyond the scope of regular management duties except with the consent all the partners or by virtue of an explicit provision in the MOA. This prohibition shall apply to the following acts in particular:

    1. Making donations other than routine minimal donations governed by commercial norms;

    2. Sale of the company's property, unless such transaction falls within the company's objectives;

    3. Mortgaging the company property or assets, even if the manager is authorized to sell the company's property under the Company's MOA;

    4. Guaranteeing the liabilities of third parties; or

    5. The sale, mortgage or lease of the Company's business premises.

49. Article 50

    Manager Entering into Contracts for his Own Benefit

    1. The manager may not enter into any contracts for his own benefit or for the benefit of any of his relatives up to the second degree with the Company without the written permission of all the partners to be granted on a case by case basis.

    2. The manager may not carry on any activity of the same kind as that of the Company except with the written permission of all the partners, to be renewed annually.

50. Article 51

    Liability of the Manager The manager shall be liable for the damage sustained by the Company, the partners or third parties due to any breach of the provisions of the MOA of the Company or of the appointment contract of the manager, or any negligence or error committed by the manager in the course of performance of his duties, or due to his failure to exercise due care as expected from a prudent person. Any condition to the contrary shall be null and void.