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Location: Commercial Companies Law 2001 > Commercial Companies Law > Part XV — Control and Inspection > Article (354)
  • Part XV — Control and Inspection

    • Article (351)

      Without prejudice to the companies being subject to the rules and regulations governing supervision and licensing by the authorities concerned with their respective activities, the Ministry of Commerce and Industry shall supervise the companies subject to the provisions of this law in respect of the implementation thereof and the proper enforcement of its provisions and the provisions of the articles of association of these companies.

      The duties of supervision, attendance of the general assemblies and drafting reports on violations of the provisions of this law shall be undertaken by whomever the Minister of Commerce and Industry designates for this purpose, who shall have the powers of judicial enforcement. The reports shall be submitted to the general prosecutor upon a decision by the Minister of Commerce and Industry or by whomever the Minister designates.

    • Article (352)

      The Minister of Commerce and Industry may, when necessary or at a request by partners representing one fourth of the company's capital, designate a staff member of the Ministry of Commerce and Industry or any other person to inspect the accounts and all activities of the companies subject to the provisions of this law.

    • Article (353)

      Partners owning at least one fourth of the capital may apply with the Minister of Commerce and Industry to inspect a company in respect of any violations they attribute to the chairman and members of the board of directors and managers or auditors in performing the duties assigned to them by law or in the articles of association, if there are serious reasons justifying their request. After paying the fees defined in an order by the Minister of Commerce and Industry, the Ministry of Commerce and Industry shall, after verifying the reasons included in the request, inspect the company according to the foregoing provisions.

    • Article (354)

      If the Ministry of Commerce and Industry responds to the partners' request to inspect the company, it shall designate a person from among its staff or others to inspect the company's activities and accounts to ensure that the company is not in breach of the provisions of law. The person entrusted with inspection shall have the right of access to the company's books, records, documents, and all the data he deems necessary for inspection. He may also request the chairman or the members of the board or any other staff member of the company to provide him with data and information he deems appropriate for inspection. On the completion of inspection, the Ministry of Commerce and Industry shall notify the company and the applying partners of the results thereof.

    • Article (355)

      If the Ministry of Commerce and Industry rejects the partners' request to inspect the company or if it did not take a decision in this regard within thirty days from the date of submitting the request, the partners may apply with the judge of summary proceedings court to order the requested inspection and to commission an expert to undertake this task and determine his fees, which shall be borne by the inspection applicants or by whoever is proved to have committed the violations mentioned in the application. In this case the provisions of this law shall apply to such inspection.

    • Article (356)

      Any interested party may appeal against the results of inspection before the High Civil Court within thirty days from the notification date.

      If the appellant is the inspection applicant, the appeal must contain evidence substantiating the reasons justifying his appeal and that he has not filed his appeal to inflict damage or defamation.

    • Article (357)

      The members of the board of directors, the managers, the staff members and the auditors of the company shall make available to whoever is charged with the task of inspection in accordance with the provisions of the foregoing articles everything related to the company's activities, including books, documents and papers which they have in their custody or those which they have the right of access thereto.

      In all cases, the board of directors, the managers or the auditors shall submit to the Ministry of Commerce and Industry any documents, papers, balance sheets or business results at any time the Ministry may need.

    • Article (358)

      If the Minister of Commerce and Industry or the competent court finds that what the applicants for inspection have attributed to the members of the board of directors or the auditors is untrue, they may order the publication of all this in the Official Gazette and charging the applicants with the expenses without prejudice to their liability for paying compensation, if necessary. However, if they find that the violations attributed to the chairman and members of the board or the managers or the auditors are true, they shall order taking immediate measures and call the general assembly to meet. The meeting in this case shall be chaired by whoever is delegated by the Minister of Commerce and Industry.

      The general assembly may decide to dismiss the chairman and the members of the board or the managers or the auditors, and to file liability action against them. The decision shall be valid if approved by the partners holding half the capital after excluding the shares of the board members or managers who are considered for dismissal.

      The dismissed persons shall not be reelected members of the board of directors or appointed managers before the lapse of five years from the date of the decision dismissing them.

    • Article (359)

      a— Any concerned party may apply to have access to the data kept at the Ministry of Commerce and Industry in respect of the companies subject to its supervision and control and may have copies thereof against fees to be determined in a decision by the Minister of Commerce and Industry.
      b— The Ministry of Commerce and Industry may reject the request referred to in the foregoing paragraph if disclosing the requested data inflicts damages to the company or to any other party or to the public interest.

    • Article (360)

      The Minister of Commerce and Industry shall specify in a decision the party who shall bear the inspection expenses of whoever he delegates from other than the Ministry staff in case the articles (352), (353), and (354) of this law are enforced.

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