Chapter Ten Liquidation of the Company
Article (81)
1. The provisions stated in the law herein, the rules and decisions issued pursuant thereto shall apply in case of liquidating the company. The liquidation shall be conducted by one liquidator or more to be appointed by the general assembly by the ordinary majority whereby the company's decisions are being issued.
Should the liquidation been on basis of a verdict, the Court shall specify method of liquidation and appoint the liquidator.
The decision of appointing the liquidator shall be determined therein his fees and powers coupled with commitment him to submit a guarantee should the matter necessitated. Should the liquidator's fees are not determined in the appointing decision the fees shall be determined by the court of jurisdiction.
2. The decision of appointing the liquidator shall be announced by insertion in the trade register and publishing in two widely circulated local daily newspapers issued in Arabic and a local daily newspaper issued in English within a week period at most as from date of the announcement. However, such an appointment shall not be used as an argument in face of the others except as from date of the announcement.
3. The powers of the board of directors shall end when the company starts the liquidation phase. However, the entities of the company shall remain in existence during the period of liquidation, provided their powers shall be confined to the liquidation operations that fall within the domain of the liquidators.
Article (82)
1. Any interested party shall have the right to appeal against the decision issued by the company's general assembly appointing the liquidator before the court of jurisdiction within forty days as from date of entering the decision in the trade register.
2. The appeal made according to Para (1) of the Article herein shall not cease the liquidation procedures unless the court decides otherwise.
Article (83)
The liquidator shall be dismissed in the same manner of his appointment. Any decision or verdict to dismiss the liquidator shall include appointing whosoever will take his replace. The dismissal of the liquidator shall be announced by entrance in the trade register and publishing in two widely circulated local daily newspapers issued in Arabic and a local daily newspaper issued in English. Such dismissal shall not be used as an argument in face of the others except as from date of the announcement.
Article (84)
The following shall result from the decision of liquidation:
- The liquidator will add the expression "under liquidation" to the name of the company on all its papers and correspondences.
- Cessation of any signing authorization or powers issued by any body in the company. The liquidator shall solely be qualified to grant any signing authorization or powers required for the procedures of liquidation.
- Cessation of computing the time-lapse barring hearing of claims of any rights or claims whether exiting or due to the company for a period of one year as from date of issuing the decision of liquidation.
- Cessation of the legal proceeding and procedures filed by or against the company for a period of six months unless the court decides to proceed therein before the end of such a period; taking the provisions of Para (5) of the Article herein into consideration.
- Cessation of the proceeding of any procedural or excutionary processes against the company except should it be upon request of a mortgagee and related to the mortgaged fund per se, then all these processes shall cease or denied acceptance for a period of six months as from date of issuing the decision of liquidation.
- The liquidator will add the expression "under liquidation" to the name of the company on all its papers and correspondences.
Article (85)
The liquidator may take all the necessary decisions and procedures he may see necessary to accomplish the procedures of liquidation including:
- Managing the company's operations to the extent required for the liquidation procedures.
- Taking inventory of all assets and chattels of the company in collaboration with the board of directors which shall undertake to deliver the company's funds, books and documents to the liquidator.
- Appointing any of the experts and individuals to assist him to accomplish the procedures of liquidation or appointing a special committee and delegate thereto any of the tasks and powers entrusted to him and issuing the necessary decisions to accomplish the procedures of liquidation.
- Hiring one lawyer or more to represent the company under liquidation in any of the legal claims or procedures related thereto.
- Managing the company's operations to the extent required for the liquidation procedures.
Article (86)
Irrespective of any agreement otherwise, the liquidator may take all the necessary procedures he may see necessary to protect the company's rights including:
- Canceling any action, rescinding any agreement concluded by the company or retrieving any amount paid by the company during the three months prior to issuing the decision of liquidation should that constitute preferring certain body over the creditors of the company. The period shall be one year should the company happened to be in possessive relation or associated with that body. The preferentiality shall be deemed realized should the action or the procedure done without indemnity or with partial indemnity or involved assessment of a fund or right in a value other than the real or in a value other than the regular in the market.
- Canceling any action or rescinding any agreement concluded by the company with any body possessively related or associated therewith or retrieving any amount paid by the company to either of them during the three months prior to issuing the decision of liquidation.
- Concluding an agreement with any of the creditors of the company on the method of paying or installing any amounts or debts accrued therefrom.
- Terminating the service of any of the company's employee and paying his dues.
- Terminating any contract concluded by the company with any body before it expires.
2. The liquidator shall take any of the procedures referred to in Para (1) of the Article herein by a written notice to be served on the relevant person. These procedures may be appealed against before the court of first instance where under its jurisdiction the company's main office falls during thirty days as from date of notifying the person.
Article (87)
1. All mortgages and warrantees in connection with any of the funds or rights of the company made before three months as from date of issuing the decision of liquidation shall be deemed null and void. The said period shall be one year should the mortgages and warrantees were in favor of somebody possessively related to the company or associated thereto.
2. Every decision imposing a levy on any fund or right of the company prior to the issue of the decision of liquidation shall be deemed cancelled unless the decision was issued upon request of mortgagee or related to mortgaged fund.
Article (88)
For the purposes of the Article (86) & (87) of the law herein an individual shall be deemed associated with the company in any of the two cases:
- Should the individual being an administrator in the company or having joint business interest with an administrator therein.
- Should the individual being a spouse of an administrator in the company or a relative up to the third degree of that administrator or spouse thereof or having joint business interest with any one of them.
- Should the individual being an administrator in the company or having joint business interest with an administrator therein.
Article (89)
Taking the provisions of the legislations prevailing in the State into consideration, the liquidator may fulfill the company due debts and sell its properties whether in form of chattels or real-estate in public auction or by any other mean unless specified in his appointment letter that sales to be conducted in particular manner. However, the liquidator shall not sell the company's possessions in one lot except by permission of the general assembly.
Article (90)
1. Taking into consideration the provisions relevant to the insured and the beneficiaries of the insurance policies, the liquidator shall publish within thirty days as from date of issuing the decision of liquidation a notice in a clearly visible space in two widely circulated daily local newspapers issued in Arabic and in a daily local newspaper issued in English advising the creditors of the necessity of presenting their claims against the company whether being due or not within two months should they are residing inside the State and three months should they are residing outside it.
2. The notice shall be republished in the same manner immediately after lapse of fourteen days as from date of publishing the first notice. The time-lapse period of the claims shall be computed as from date of publishing the first notice.
3. Should the liquidator or the court of jurisdiction became convinced that there is a legitimate excuse for the creditor failure to present his claim during the period specified in Para (1) of the Article herein such period shall be extended for another three month at most.
4. The period as from date of issuing the decision of liquidation up to date of publishing the first notice mentioned in Para (1) of the Article herein shall not be computed within the period determined to bar hearing of the creditors' claims of any rights or claims towards the company under liquidation.
Article (91)
1. Taking Para (2) of the Article herein into consideration, the liquidator shall issue, within three months as from date of issuing the decision of liquidation, the notices indicated here below unless there are justifying reasons to go beyond this period, provided the whole period shall not exceed six months:
- Notice with an acknowledgment receipt to each of the insured or the beneficiary of the insurance policy indicating extent of his rights and obligations.
- Claim notice with an acknowledgment receipt to each debtor indicating amount of debts and obligations owed to the company.
2. An objection against the notice mentioned in Para (1) of the Article herein may be placed to the liquidator within thirty days as from date of serving the notice on the intended party and should no objection been placed during the period, the insured or the beneficiary shall be deemed to have recognized the contents of the notice.
3. The period determined to hear the claim filed pursuant to the provisions of Para (2) of the Article herein shall cease.
4. Should the claim's notice issued by the liquidator to the debtor according to the provisions of Para (1.B.) of the Article herein became final and decisive the liquidator may make settlement with the debtor or use the notice against him by virtue of the provisions of the prevailing laws.
Article (92)
1. A. The liquidator shall issue his decisions in respect of the claims and objections submitted to him according to the provisions of Articles (91) & (92) of the law herein within a period not to exceed six months as from date of submission.
B. should the liquidator didn't issue his decision within the period specified in Sec. (A) of the Para herein the claims and objections shall be deemed legally rejected.2. Any interested party may file an objection before the court of first instance where under its jurisdiction the company's main office falls against the decision issued by the liquidator according to the provisions of Para (1) of the Article herein within thirty days as from date of notifying the intended party of the decision or within thirty days as from lapse of the six months period referred to in Sec. (1.A) of the Article herein whichever is shorter.
Article (93)
Irrespective of any other legislation the liquidator may file a petition to the competent court of first instance to impose a precautionary levy on any funds belonging to the company's debtors or take any precautionary or urgent measures against them according to the provisions of the prevailing legislations taking the following into account:
- The liquidator shall be exempted from attaching a guarantee with his petition.
- The liquidator has served a claim notice on the debtor when he filed the petition referred to herein or will serve the same within the eight days following the issue of the decision. Such notice shall stand in place of the subjective claim need be filed according to the provisions of the Civil Procedures Law.
- The liquidator shall be exempted from attaching a guarantee with his petition.
Article (94)
1. No creditor, debtor, insured, or beneficiary shall be entitled to file a claim against the company under liquidation after issuing the decision of liquidation except according to the principles and procedures provided for in the law herein.
2. Taking the provisions of Para (1) of the Article herein into consideration anybody inflicted harms due the liquidator actions or procedures may file according to the prevailing laws an objection before the court of first instance where under its jurisdiction the company's main office falls. The court may uphold, nullify, or amend these actions and procedures.
Article (95)
Exception to the legislation in force in the State, the due debts and obligations of the company subject to liquidation shall be paid according to the following order:
1. The due entitlements of the staff and employees for the last four months.
2. The liquidator’s fees, costs, expenditures and the loans he obtained.
3. The rights of insured and beneficiaries of insurance policies. The liquidator shall be obliged to allot the company's assets that represent the technical provisions required to be retained in accordance with the provisions of the law herein to pay these liabilities and any amounts acquired by the company according to any arrangements of reinsurance shall be deemed part of the technical provisions.
4. The rights of the other debtors by order of preferences according to the laws in force.
5. The rights of the shareholders.This article has been amended by Federal Law No. (03) of 2018. You are on the latest version. To view the previous version, click the version box below.Version 1(effective from 15/02/2007 to 26/04/2018)Irrespective of the provisions of any other legislation the company's due debts and obligations shall be paid according to the following order:
- The due entitlements of the staff and employees for the last four months.
- The costs and expenditures borne by the liquidator and the loans he obtained.
- The rights of the insured and beneficiaries of the insurance policies. The liquidator shall be obligated to allot the company's assets that represent the technical provisions required to be maintained according to the provisions of the law herein to pay these obligations and any monies acquired by the company according to any arrangements of re-insurance shall be deemed part of the technical provisions.
- The rights of the other debtors by order of preferences according to the prevailing laws.
- The rights of the shareholders.
- The due entitlements of the staff and employees for the last four months.
Article (96)
1. The liquidator shall submit to the general assembly every six months a provisional account of the liquidation course of action and disclose any information or details required by the partners about the liquidation's state of affairs. He shall accomplish his mission within the period specified in his appointment letter and should no period been specified any partner may file the matter to the court of jurisdiction to determine a period for the liquidation.
2. The liquidation's period shall not be extended except by decision of the general assembly after considering the report of the liquidator indicated therein the reasons that hindered accomplishing the liquidation on time. Should the period of liquidation been determined by the court the same shall not be extended save by its permission.
Article (97)
1. The liquidator shall submit upon accomplishing the liquidation a final account to the general assembly about the processes of liquidation. The liquidation processes shall end upon approving the final account.
2. The liquidator shall declare the liquidation accomplished in the trade register and publish an announcement in two widely circulated local daily newspapers issued in Arabic and in one local daily newspaper issued in English and that shall not be used as an argument in face of the others only as from date of such an announcement. The liquidator following the accomplishment of the liquidation shall file an application to write the company off the register.
Article (98)
1. A. Serving any notice or decision issued by the liquidator according to the law herein to the intended person shall be made by handing the same to him personally or to whosoever legally represent him or by posting it with an acknowledgement receipt to his last address as maintained by the company under liquidation.
B. Each notice sent pursuant to the Article herein shall be deemed duly handed to the consignee should that person refused to receive it.2. Should it became difficult to serve the notice according to the provisions of Para (1) of the Article herein the liquidator shall serve the notice by publishing it in two of widely circulated local daily newspapers issued in Arabic and in one local daily newspaper issued in English at least twice. The publishing fees shall be on the intended person own expenses and such publishing shall be deemed legal notice in all aspects.