Law No. 159 of 1981 Concerning Companies

المادة إصدار 1

تسري أحكام القانون المرافق علي الشركات المساهمة وشركات التوصية بالأسهم والشركات ذات المسئولية المحدودة. ويلغي القانون رقم ٢٦لسنة ١٩٥٤بشأن بعض الأحكام الخاصة بشركات المساهمة وشركات التوصية بالأسهم والشركات ذات المسئولية المحدودة كما يلغي القانونان رقم ٢٤٤لسنة ١٩٦٠بشأن الاندماج في شركات المساهمة ورقم ١٣٧لسنة ١٩٦١بتشكيل مجالس إدارة شركات المساهمة وكذلك كل حكم يتعارض مع أحكام القانون المرافق.

المادة إصدار 2

لا تدخل أحكام القانون المرافق بما ورد من أحكام في القوانين الخاصة بشركات القطاع العام او باستثناء المال العربي والأجنبي والمناطق الحة أو بتنظيم أوضاع بعض الشركات. وتسري أحكام القانون المرافق علي الشركات المشار إليها فيما لم يرد فيه نص خاص في القوانين المنظمة لها.

المادة إصدار 3

لا تسري أحكام القانون رقم ١١٣لسنة ١٩٥٨في شأن التعيين في وظائف الشركات المساهمة والمؤسسات ما يتقاضاه أي شخص عن خمسة آلاف جنيه سنويا والقانون رقم ٧٣لسنة ١٩٧٣في شأن تحديد شروط وإجراءات انتخابات ممثلي العمال في مجالس الإدارة علي الشركات الخاضعة لأحكام القانون المرافق كما لا تسري أحكام القانون رقم ٩لسنة ١٩٦٤بتخصيص نسبة من الأرباح للعاملين في المؤسسات العامة والمنشآت الأخرى علي فروع ومكاتب تمثيل الشركات الأجنبية في مصر. ولمجلس الوزراء أن يضع القواعد التي تكفل تحديد حدا أعلي للأجور في الشركات الخاضعة لأحكام القانون المرافق.

المادة إصدار 4

يصدر الوزير المختص اللائحة التنفيذية للقانون المرافق وكافة القرارات التنظيمية ونماذج العقود والأنظمة المشار إليها في القانون المرافق بعد أخذ راي الهيئة العامة لسوق المال وذلك خلال مدة لا تجاز ستة أشهر من تاريخ نشر هذا القانون.

المادة إصدار 5

ينشر هذا القانون في الجريدة الرسمية ويعمل به بعد ستة أشهر من تاريخ نشرة. يبصم هذا القانون بخاتم الدولة وينفذ كقانون من قوانينها.

المادة 1

The provisions of the present law are applicable on Shareholder companies, joint stock companies with shares and limited liability companies having their head offices in Egypt or exercising in it their principal activities. Every Company founded in the republic of Egypt is required to establish in it its main centre.

المادة 2

The shareholder company is a company the capital of which is divided into shares of equal values and which are to be negotiated in the method prescribed in the present law. The liability of the shareholder is confined to the value of the shares he subscribes in, and he is not answerable on the debits of the company except within limit of the shares he subscribes in. The company shall have a commercial name deriving from the purpose of its foundation. The company is not allowed to take from the name of its parties or of any one them, an address for it.

المادة 3

The joint stock company with is a company the capital of which consists of the part or more than what belongs to one or more joint partners, and of shares of equal values subscribed in by one or more shareholders, and are negotiable in the manner demonstrated by the law. The partner or joint partners are answerable for the liabilities of the company in unlimited responsibility, but the shareholder partner is only responsible within the value of the shares he is subscribing in. The address of the company will consist of the name or names of one or more of the joint partners, in exclusion of others.

المادة 4

The limited liability company is one the number of partners in it do not exceed fifty, each of them is only responsible within limit of his part. The foundation of the company, or increase of its capital or borrowing to its account, is not permissible through public subscription; and it is not allowed to it to issue negotiable shares or bonds. The transfer of partners' parts shall be ruled by recovery from the partners, in the company, in addition to the conditions included in the act of the company, in addition to the conditions laid down in the present law. The company may adopt a particular name which may be driving from its purpose; and its address may include the name of one or more of its partners.

المادة 5

Joint stock companies with shares and limited liability companies are not allowed to undertake insurance businesses, or banking functions or savings, or receive deposits, or invest funds to the account of other parties.

المادة 6

All contacts, bills, trade-names and addresses, notices and all papers and printed matters issued by companies must bear the address of the company, preceded or followed by its kind, in clear letters coupled with the indication of the seat of its head office, the amount of its paid capital, as shown in its last budget. Any one who intervenes, under the name of the company, in any act of disposal in which the provisions of the preceding paragraph have not been complied with, will be responsible, in his private assets, for all obligations resulting from such disposal. If the statement relating to the capital is exaggerated on it, other parties may consider, any one who intervenes, in the name of the company, as responsible for payment of the difference between the real amount of the capital and the estimation included in such a statement, within the amount necessary for acquittal of the rights of third parties. The F O U N D A T I O N 1st- The FOUNDERS

المادة 7

Everyone who effectively takes part in the foundation of the company with an intention of shouldering the responsibility arising from this, is to be considered a founder of the company, and the provision of article 89 of the present law is applicable on him. Everyone, in particular, who subscribes the primary act, or demands a license for formation of the company, or who subscribes a share in kind on its foundation , will be deemed a founder. Notwithstanding , whoever takes part in the foundation, on behalf of practitioners of free profession or others, will not be considered a founder.

المادة 8

The number of founder partners in shareholder companies should not be less than three, and not less than two, with regard to other companies coming under the provisions of the present law. If the number of partners is below the quotas mentioned in the preceding clause, the company will be considered legally dissolved unless it proceeds within the space of 6 months to completion of this quota. The remaining partners will be responsible for the liabilities of the company during this interval, on all their assets.

المادة 9

The primary act to be drawn by the founders shall be in conformity with the model to be laid down by a decision of the relevant minister. The act shall not include any provisions the founders or certain of them, from the responsibility arising from the foundation of the company or from any other conditions enacting their application on the company after its foundation unless they are included in the act of foundation or in its principal statutes.

المادة 10

The partners are jointly responsible on the obligations they undertake. Any founder who assumes an obligation on behalf of another is to be deemed personally obliged, unless he mentions the name of his author in the act of foundation of the company or unless the power of attorney presented by him is found to be null.

المادة 11

The founder should observe in his dealings the company under foundation or to its account, the care of the conscient person. The founders shall be obliged, jointly, for any harms occurring to the company or to others, resulting from inobservance of the obligation. If the founder receives any assets or data concerning the company under foundation, he should refund such assets to it, as well as any profit which devolved to him as a result of his exploitation of these funds or data.

المادة 12

Any disposal taking place between the company under foundation and its founders will not be applicable to the founded company unless such disposal is approved by its administrative board this disposal of the founders or had no concern in it, or is of the group of the founders, or in virtue of a decision of the general assembly of the company in a meeting in which the interested founders have only limited votes. In all cases the interested founder must put under, the consideration of the authority which sanctions the disposal, all the data connected with the said disposal.

المادة 13

In observance of the provisions of the preceding article, all contracts and disposals effected by the founders in the name of the company under foundation, become of the right of the company after its foundation where they are necessary for its functioning in all other cases, such contracts or disposals will not be binding to the company after its foundation, unless they are sanctioned by the authority mentioned in the preceding article.

المادة 15

The primary act of the company and its statues, or the act of its foundation, must be authentic, or the signatures on it, legalized. With respect to every kind of the companies, it should comprise all the data prescribed in the executive to be annexed with the act of the company and also the forms of legalization of the signatures, by the relevant administrative authorities.

المادة 20

The amounts paid to the account of the company under foundation should be deposited in one of the banks designated by a decree of the relevant minister. The company is not allowed to make withdrawals from these amounts except after proclamation of its regime or its act of constitution in the Commercial Register Article 21 (*) The Executive Statutes shall regulate the procedures of publication of the Company deed and articles of association in the Egyptian Wakayeh/Government Bulletin, or in the special bulletin to be issued for the purpose, or in other publication methods. The publication in all cases will be at the charge of the company. The duties of legalization of the signatures regarding the needs of the companies ruled by the provisions of this law shall be of an amount of 1/4% of the capital with a maximum of LE 1000, whether the legalization is effected in Egypt or at an Egyptian Authority Abroad. The acts of constitution of such companies are exempted from stamp, and notarial and legalization duties and also the contracts of loans, and mortgages relating to the activities of these companies during one year from the date of legalization of the act of the company and its record in the Commercial Register. Article 21 (Bis) Cancelled As Per Law No. 3/1998

المادة 21 bis

أضيفت بالقانون قانون رقم ٢١٢لسنة ١٩٩٤ثم ألغيت بالقانون ٣لسنة ١٩٩٨

المادة 22

ملغاة بالقانون ٣لسنة ١٩٩٨

المادة 23

ملغاة بالقانون ٣لسنة ١٩٩٨

المادة 24

The conditions and procedures relating to the foundation of the Company are to be observed in case of modification of its statutes in the cases defined by the executive regulation. THIRD: REGULATIONS _CERNING THE FOUNDATION OF THE DIFFERENT KINDS OF COMPANIES 1- SHAREHOLDER AND JOINT STOCK CQ'>1PANIES WITH SHARES

المادة 25

If estate shares or shares in kind enter in the formation of the capital of a shareholder or Joint Stock Company with shares, or on the increase of capital, the founders, or the administrative board are required to demand from the relevant administrative authority to ascertain if these shares have been correctly estimated. Such assessment is to be effected by a committee to be formed in the administrative authority concerned, headed by a counsellor from one of the judicial organs, and four members at most from experts of the economic, and legal and professional accountancy organs to be chosen by the said authority. If the estate's share is owned by the state on any public organisation or public sector company, it is requisite that the said committee should include representatives of the ministry of finance and the National Investment bank. The said committee is required to present its report within a period not exceeding 60 days from the date of communication of the documents to it. The founders or the board of administration shall distribute the decision of the committee on the partners and on the Central Organisation for accountancy, in case the share in third is owned by one of the parties mentioned, in the preceding clause, prior to the meeting to be held for its discussion by two weeks at least. The assessment of these parts will not become final except after its approval by the group of subscribers or the partners, in their numerical majority, owning two thirds of the shares or monetary parts, after exclusion of what is belonging to the owners of the aforesaid parts. The subscribers of these parts shall not be entitled to vote with regard to the declaration, if they are owners of the shares with regard to which they are presented, the company should reduce its capital in equivalence to this. If its appears that the assessment of the share in kind is less by more than one fifth of the amount they are presented with regard to it, the company should reduce its capital in equivalence with this decrease. Nevertheless, the subscriber with this part may fill up the difference in cash, and he may also withdraw. The parts in kind should represent only the shares or parts, of which the value is settled in full. Exceptionally from the provision of this article, if the part in kind is 'presented by the totality of the subscribers or partners, their assessment of it will be final. However, if it appears that the estimated value is higher than the real value of the subscribed part in kind, these will be jointly responsible in front of other parties for the difference between the two values.

المادة 26

The meeting of the founders assembly will be held on the demand of their group or their attorney within a month from closure of the door of subscriptions, or the elapse of the period fixed for participation, or on the presentation of a report on assessment of all the subscriptions in kind whit ever is nearer. All partners are entitled to attend such a meeting whatever be the number or value of their parts. The executive regulation will determine the procedures and times of convocation, and the requisite data therefore and the mode of its publication and the organs to which they should be communicated. The presidency of the founders assembly will be to biggest shareholder, or owner of the biggest part, and the assembly will select its secretary, and recorder of votes. The president, the secretary and recorder of votes will sign the minutes of the meeting.

المادة 27

It is required for the validity of the meeting of the founders’ assembly that it be attended by a number of partners representing half the issued capital at least. If the quorum mentioned in the foregoing clause is not available in the meeting, a new invitation should be issued for a second meeting to be held within 15 days from the first meeting. The executive regulation will prescribe the procedure and data relating to the second convocation. The second meeting will be valid is attended by a number of partners representing one quarter of the issued capital. The decision of the founders’ assembly The decision of the founders’ assembly will be taken according to the majority of votes representing the shares or parts of the attendants, unless the law prescribes a special majority in respect of certain matters.

المادة 28

The founders’ assembly is concerned with the consideration of the following matters: 1- Assessment of the parts in kind in the manner prescribed by the present law. 2- The founders report on the operation of foundation of the company and the expenses entailed by it. 3 - Approval of the statutes of the Company. The Assembly is not entitled to introduce any modifications on them except by agreement of the founders, and the numerical majority of the partners representing at least two thirds of the capital. 4 - Sanction of the selection of the members of the first board of administration and the auditor of accounts. 2 - LIMITED.LIABILITY COMPANIES

المادة 29

The foundation of the limited liability Company will not be complete unless all the cost shares are distributed in the act of constitution of the company between the partners, and their amounts are paid in full. If the subscription of the part in kind will be responsible in front of the others in respect of its assessed value in the act of the company. If an increase is observed in this estimate, the difference should be paid in cash to the company. The rest of the joint partners will be responsible for payment of such difference unless they prove their ignorance of this.

المادة 30

The founders of the Company as well as the managers shall be responsible, in case of increase of the capital, jointly in front of any concerned party, with respect to the following, even if it is otherwise agreed. : (a) The part of the capital subscribed in an incorrect manner. They are to be deemed responsible, by order of the law, as subscribing in it and are required to pay it immediately upon discovery of the cause of invalidity. (b) Any increase in the amount of the parts in kind assessed differently from the actual value, in the act of foundation of the Company, or of increase of the capital. They are to be deemed by the force of law as subscribers of the increase which they are required to settle, when such an event is proved. PART II - PROVISIONS RELATING TO THE KINDS OF COMPANIES CHAPITER 1 - SHAREHOLDER COMPANIES FIRST: - THE FINANCIAL SCOPE 1- THE CAPITAL AND THE PROFITS

المادة 34

No foundation or profits parts can be created except on surrender of the right accorded by the Government, or of one of the moral rights. The statutes of the company should comprise a statement of the counterparts of the parts and the rights relating to them. The General Assembly of the Company has the authority of canceling them against a just compensation to be fixed by the committee alluded to in article 25, after lapse of one third of the period of the company or of ten financial years almost from the date of institution of these parts, unless the statutes of the company prescribe a shorter period, or at any time thereafter. No more than 10 % of the net profits could be assigned to these parts after deduction of the legal reserve and accord of at least 5% as profits of the capital. On dissolution and liquidation of the company, the owners of these parts shall have no share in the balance of the liquidation. The provisions of this paragraph are not applicable on companies standing on date of application of this law.

المادة 35

The issue of enjoyment shares is not allowed except by companies the statutes of which provide the consumption of their shares before expiration of the period of the company, on account of the dependence of the activity on a concession of exploitation of one of the sources of natural wealth, or of one of the public utilities assigned to it during a limited period, or of any of the phases of exploitation that are consumable by use, or after a certain period. The statues may prescribe the accord of certain privileges to certain kinds of shares, in the course of voting or with regard to profits, or balances of liquidation, provided that shares of the same type, should be accorded equal treatment in advantages or restrictions. The modification of such rights or advantages or restrictions, concerning any kind of shares, cannot be modified except by a decision of the extraordinary general assembly and by the agreement of two thirds of the bearers of the kind of shares which will be subject to modification. In all cases, the statutes of the company should include on its foundation, the rules and conditions of the privileged shares. No increase of the capital by privileged shares is allowed unless the statutes allow this to begin with, and after sanction of the extraordinary general assembly. The executive regulation comprises the restrictions, forms and conditions f relating to issue of privileged shares.

المادة 36

Cancelled As Per law No. 3/1998 Article: 37 (*) If the company's stocks are floated for public subscription, this shall be done through one of the banks authorized by a decree of the Minister of Economy to receive the subscriptions, or through the companies established for that purpose, or the companies authorized to deal in securities and after approval from the money Market Authority In case the subscription is not covered within the period determined there for, the banks or companies that received the subscriptions may cover the whole or part of the floated shares that have not been covered, if the banks or companies are authorized to do that. They may also re-float the stocks subscribed thereby, for subscription by the public, without being restricted by the procedures and limitations on circulation of stocks as prescribed in this law. The executive statutes shall determine the procedures of and conditions for application of the provisions of this article.

المادة 38

If the subscriptions exceed the number of shares offered for it, they should be distributed on the subscribers in the manner specified the statutes of the company, provided that this involves the elimination of the part subscribed in the company, whatever be the number of shares subscribed in, with approximation of fractions in favour of minor subscribers. Article 39 (*) The company shall have a financial year to be determined by the articles of association, and for which financial statements shall be prepared according to the accounting criteria as shall be issued by a decree of the minister of Economy. The Company's articles of association may provide for preparing periodical financial statements for it of which the' period covered thereby shall not be less than three months providing that the company whose purpose is to participate in the foundation of other companies or to participate in these companies in any aspect shall prepare accumulated financial statements (balance sheet inventories) for these companies.

المادة 40

The net profits are those realised from operations exercised by the company after deduction of all expenses needed for their realisation, and after accounting for all consumptions and allocations, which the accountancy rules impose and putting them aside before proceeding on any distribution in whatever way. The administrative board shall put aside from the net profits mentioned in the preceding clause, a twentieth part at least for formation of a legal reserve. The general assembly may stop this reserve, if it reaches one half of the capital. The legal reserve may be used in covering the losses of the company and in increase of its capital. The statutes of the company may authorise putting aside of a Special ratio of the profits for formation of a regular reserve. If the regular reserve is not assigned for definite purposes prescribed in the statutes of the company, the ordinary general assembly may, on the proposal of the administrative board, decide its utilisation in affairs profitable to the company or to the shareholders. The General Assembly may also, on the proposal of the administrative board create other reserves. The General Assembly may approve the distribution of a ratio of the net profits rea1ised by the company from sale of any of its permanent assets or compensation for it, provided that this does not result in disabling the company from restoration of its assets to their previous state, or purchase of new permanent assets. (*) The Company's Articles of Association may provide that the General Assembly shall have the right to distribute all or part of the profits displayed and revealed by the periodical financial statements as prepared by the company, providing a report thereon from the auditor shall be attached thereto.

المادة 41

Workers in the Company shall have a share in the distributable profits to be fixed by the General Assembly on the proposal of the administrative board, at not less than 10 % of these profits and not surpassing the total of the annual wages of workers in the company. The executive regulation defines the mode of distribution of any excess above the said 10 % of the profits on the workers and services that are profitable to them. The foregoing clause does not prejudice the system of distribution of profits presently applied by the companies on the date of application of the law if it is preferable to the provisions referred to.

المادة 42

The General Assembly shall decide the mode of utilisation of the remaining part of net profits after payment of the amounts mentioned in the preceding articles, and the ratio reserved to allocations of the members of the administrative board from the net profits. No disposals should be made of the reserves and allocations mentioned in the foregoing articles in other purposes than those assigned for them, except by approval of the General Assembly.

المادة 43

No distribution of profits is allowed if it culminates in disabling the Company from confronting its cash liabilities in due time. Creditors of the company may demand from the competent Court the invalidation of any decision issued in contravention to the provisions of the preceding clauseThe members of the Administrative Board who approved the distribution will be jointly responsible in front of the creditors, within limit of the amount of the profits the distribution of which has been prevented. Recourse may also. be had on the shareholders who know that the distribution was effected in contravention of this article within limit of the profits they obtained.

المادة 44

Both the shareholder and the workers will deserve, each his part in the profits, immediately upon issue of the decision of the General Assembly for distribution. The Administrative board should proceed to the execution of the decision of the General Assembly for distribution of profits to Shareholders and workers, within one month at most from the date of issue of the decision. The Shareholder or worker cannot be forced to restitute the profits he received in compliance with the provisions of the law, even if the Company sustains losses in subsequent years. 2 - Negotiation of Shares

المادة 45

The negotiation of founders parts and shares issued against shares in kind are not negotiable, and also the shares subscribed in by the founders of the company before publication of the budget and profits and losses account and all kinds of vouchers annexed to them relating to two-full years, each of them not less than 12 months from the date of foundation of the Company. In course of this period, it is not permissible to detach the sheets of the shares and parts from their counterfoils, and a stamp is to be put on them indicating their kind, the date of foundation of the company and the payments effected in virtue of them. Nevertheless, exceptionally from these provisions, the transfer of the ownership of the shares subscribed in by the founders of the company from one of them to another or to a member of the administrative board may be effected, if they are to be presented by way of security for his faculty of management, or from his heirs to third parties in case of his decease. The provisions of this article are applicable on what the founders of the company subscribed in, in increases of the capital prior to the expiration of the period stated in this paragraph. Article 46 (*) Subject to the provisions of the previous article, neither the subscription certificates nor the stocks shall be negotiated for more than their value of issue plus - when necessary - the charges for their cost of issue during the period prior to recording the Company in the Register of Commerce concerning the Subscription Certificates or the period subsequent to the date of recording the Company until publishing the balance sheet inventories (financial statements) for a complete financial year, with regard to the stocks, except according to the conditions and procedures for which a decree shall be issued by the Minister of economy.

المادة 47

The shares and stocks of shareholder companies issued through public subscriptions, should be presented, in course of one year from the date of closure of subscriptions, to all stock exchanges in Egypt for their insertion in their price lists in conformity with the forms and conditions laid down in the regulation of these stock exchanges. The delegated member of the administrative board will be responsible for the fulfillment of the provisions of this article, and for the penalty to be due on account of its contravention when necessary. Article 48 (*) If the Company obtains in any way part of its stocks, it shall dispose thereof to third parties within a period of not more than one year from the date of obtaining them otherwise it shall reduce its capital by the equivalent of the nominal value of these stocks, by following the procedures prescribed therefor. The company may buy some of its stocks for distribution to its workers as part of their share in the profits. 3- Issue of stocks

المادة 49

The Company may issue nominal stocks that are negotiable subject to their issue being by a decision of the General Assembly and after full payment of the capital and provided that their value does not exceed the net assets of the company, as determined by the auditor of accounts according to the last budget approved by the General Assembly. If a part of the stocks to be issued by the company is put to public subscription, this should take place after approval of the General Organisation of the Money Market, through one of the banks authorised by a decision of the relevant minister, for collection of subscriptions, or by one of the companies founded for this purpose or which are authorised to deal in stocks. The call of the public for general subscription in stocks will be by a notice including the data and proceedings and manner of publicity defined by the executive regulation. In case of contravention of the provisions of the preceding paragraph any interested party may demand from the competent court the invalidation of the subscription and obliging the company to refund immediately the value of the stocks, in addition to its responsibility for compensation of the harm caused to him. The executive regulation defines the data to be contained in the stocks certificate and the mode of replacement of lost or deteriorated certificates or what is to be followed with regard to these certificates on modification of the statutes of the Company.

المادة 50

Exceptionally from the provisions of the preceding article, the company may issue stocks before fulfillment of the issue capital in full, in the following cases: (a) If the stocks are guaranteed for their full amounts by a mortgage having priority on the properties of the company. (b)Stocks guaranteed by the state. (c) Stocks completely subscribed in by banks or companies operating in the domain of stocks, even if they resell them. (d) Estate, and estate credit-companies and companies authorised in these domains by a decision of the competent minister. The issue of stocks for values exceeding the net amounts of their assets, may be authorised by a decision of the relevant minister, on a proposal of the general organisation of the money market, within the limits fixed by the said decision.

المادة 51

The conditions of issue of stocks may lay down their liability to conversion to shares after lapse of the period fixed by the company in the notice for subscription. Such conversion shall be by approval of the holder of the stock. The application of the provisions of this article must be in observance of the rules laid for increase of the capital.

المادة 52

A Society for holders of stocks is to be formed embodying all stockholders of the same emission of the company, the object of which is the protection of the joint interests of its members. The Society will have a legal representative from its members, the selection or dismissal of whom will be under the conditions and modes defined in the executive regulation, provided that he has not any direct or indirect relation with the company, or any interest discording with that of the stock holders. The relevant administrative organisation should be notified of the formation of the society and the name of its representative, and copies of its decisions should be communicated to the said authority. The representative of the society should attend to the protection of its joint interests, whether in front of the company or others, or before the Courts, within limit of the decisions taken by the society in a valid assembly. The executive regulation lays down the forms and proceedings and the convocation of the society to meeting, and those entitled to attend, and the manner and place of the meeting, and of voting in it and relation of the society with the company and the administrative authorities. The representative of the society is entitled to attend the meetings of the General Assembly of the Company, and expression of his remarks without having a countable vote. He may also present decisions and recommendations of the Society to the Administrative Board or to the General Assembly of the Company. SECOND - THE MANAGEMENT OF THE COMPANY 1 - THE COMPETENCE FOR MANAGEMENT AND PROTECTION OF DEALERS WITH THE COMPANY

المادة 53

The General Assembly and the Administrative Board and the workers or the deputies appointed by these bodies have the authority of affecting the legal disposals on behalf of the company, within limit of the provisions of the law, the act of the company and its internal regulation. Article 54 The Board of Administration has all powers concerning the management of the company and undertaking all the business necessary for fulfilling its object; with the exception of such matters as are excluded by a special provision of the law or the statutes of the General Assembly. Nevertheless, the General Assembly may oppose any of the affairs of management if the board of administration was unable to statute on it, on account of the absence of the quorum of the board by reason of the lack of competence of a number of its members or their intentional in attendance, or the inability of ensuring a majority in support of the decision. The Assembly may ratify any action emanating from the Administrative Board, and may issue recommendations on the works falling within the competence of the board.

المادة 54

لمجلس الادارة كل السلطات المتعلقة بأدارة الشركة والقيام بكافة الاعمال اللازمة لتحقيق غرضها وذلك فيما عدا ما استثنى بنص خاص فى القانون او نظام الشركة من اعمال او تصرفات تدخل فى اختصاص الجمعية العامة ومع ذلك يكون للجمعية العامة ان تتصدر لاى عمل من اعمال الادارة اذا عجز مجلس الادارة عن البت فيه بسبب عدم اكتمال نصاب المجلس لعدم صلاحية عدد من اعضائه او تعمدهم عدم الحضور او عدم امكان الوصول الى اغلبية تؤيد القرار كما يكون للجمعية ان تصادر على اى عمل يصدر عن مجلس الادارة او ان تصدر توصيات بشأن الاعمال التى تدخل فى اختصاص المجلس.

المادة 55

Any action or disposal emanating from the General Assembly or the board of Administration or any of its committees, or its representations in the management, in course of exercise of the business of management, will be obliging to the company in the ordinary way. Third parties, of good intention, may protest on such action in front of the Company, even if the disposal is in excess of the authority of an issue organ, or if the legally prescribed formalities have not been observed in it. In all cases, the Company is not allowed to take on its responsibility any works or activities practised by it effectively while its statutes do not allow it to undertake such works or actions.

المادة 56

Any disposal effected by every employer or agent of the company will not be binding to it unless it is expressly or conclusively licenced by the General Assembly or the Administrative Board or whomsoever of their members is vested with it, as the case may be. Nevertheless, a well-intentioned third party may, invoke, in confrontation of the company, any act perpetrated by one of the staff or agents of the company, with regard at any action exercised by him if any of the authorities alluded to assert that he dispsoses of the power for action on its behalf, and other parties depend on such declaration in their dealings with the Company.

المادة 57

The Company cannot invoke, in confrontation of will- intentioned third parties of dealers with it, that the provisions or regulations of the company have not been observed with regard to such act. It should not also, protest that its administrative board or some of its members, or of the managers of the company or others of its staff or agents have not been appointed in the manner requisite by the law or the statutes of the company, so long as their actions have remained within the normal limits, in analogy with those in similar situations in companies exercising the same type of activity practised by the company.