House of Representatives: Adoption of two bills amending Law No. 5.96 relating to certain forms of companies
Rabat – The House of Representatives unanimously adopted, during a legislative session held on Monday, two bills aimed at amending Law No. 5.96 relating to the general partnership (SNC), the limited partnership (SCS), the limited partnership with shares (SCA), the limited liability company (SARL) and the joint venture.
These bills, presented by the National Rally of Independents (RNI) group, aim to supplement Article 71 of the aforementioned law and to amend its Article 85. Presenting the first bill, Zaina Id hali, a member of the RNI group, indicated that “Article 71 of the said law specifies the conditions and formalities for convening general meetings (GM) of these companies, reserving this authority exclusively to the manager and limiting the right of the partner to ask the manager to convene the GM”. He added that the partner may also ask the president of the court, ruling in summary proceedings, to appoint a proxy to convene the GM if the manager does not respond to the request and that any amendment to the statutes can only be made by convening a GM in accordance with this article. The MP explained that this legal provision poses “the problem of the vacant position of the manager, particularly in the event of the latter’s death, where he can only be replaced by calling a general meeting in accordance with Article 71, which is not possible in the event of the vacant position of the manager”. “If the president of the court is asked to appoint a proxy to call the general meeting, the request is rejected”, she noted, continuing that “this procedure is limited to the situation where the request is made to the manager and remains unanswered, and that the vacant position of manager is not covered by the provisions of Article 71”. The parliamentary group proposed, according to Ms. Id hali, to add a paragraph to Article 71 that would constitute an exception to the general rule prohibiting the partner from calling a general meeting, in the event of a vacant manager position, according to the following wording: “by way of derogation from the above provisions, any partner or more, mentioned in the 4th paragraph of this article, may, in the event of a vacant manager position for any reason whatsoever, call a general meeting of the company to appoint a new manager”. As for the second bill relating to the amendment of Article 85 of the aforementioned law, the MP stressed the importance of commercial companies and their contribution to the economic and social performance of the State, which requires ensuring their continuity and avoiding their dissolution or liquidation, except in exceptional cases provided for by law. “If commercial companies are of such importance and constitute a cornerstone of any expected development, how can one conceive of a legislative vacuum concerning the continuity of the SARL with a single shareholder in the event of the latter’s death?” she asked, noting that the last paragraph of Article 85 of Law No. 5.96 stipulates that “the company is not dissolved by the death of one of the partners, unless otherwise provided in the articles of association.” She continued that “if Article 71 of the same law governs the cases of the vacant position of manager for SNCs, SCSs, SCAs, SARLs and joint ventures, it is excluded from its application to the company with a single shareholder by virtue of the provisions of Article 76 stipulating that the first three paragraphs of Article 70 as well as Articles 71 to 74 and paragraphs 2 and 3 of Article 75 do not apply to companies with a single shareholder.” She further noted that “the legislative texts governing the SARL with a single shareholder do not contain any provision allowing the continuity of the company after the death of its manager and sole shareholder, hence the need to propose a law amending this law”. Under this proposed law, a final paragraph was added to Article 85, stipulating that “in the event of the death of the sole shareholder, his heirs or beneficiaries may request the president of the competent court to appoint a representative to convene a general meeting of the company in order to update its statutes to make them compliant with the law within 60 days from the date of death”.
2024-09-20 01:30:25