Commercial Companies Law 2001: Contents

Commercial Companies Law 2001
Commercial Companies Law
Skip to Content
Whole SectionText only Print Print Manager Link

Article (215)

Without prejudice to the rights of bona fide third parties, any resolution passed by the general assembly in contravention of the provisions of the law, the company's memorandum of association or articles of association shall be null and void. The court may overrule any resolution passed to the advantage or disadvantage of a certain class of shareholders or to the benefit of the members of the board of directors or others without taking the company's interests into account. In this case, only those shareholders whose objection to the resolution has been put in the meeting's minutes or failed to attend the meeting for acceptable reasons may file the nullity action. The Ministry of Commerce and Industry may act on behalf of the said shareholders in filing the nullity action if serious reasons are given.

A resolution adjudged by the court as null and void shall be deemed inexistent for all the shareholders, and the board of directors shall publish the judgment in a daily local newspaper. Filing the nullity action shall not entail suspension of the implementation of the resolution unless otherwise ordered by the court. A nullity action shall be barred after the lapse of one year from the date of the resolution.

Back to top