Commercial Companies Law 2001: Contents

Commercial Companies Law 2001
Commercial Companies Law
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Location: Commercial Companies Law 2001 > Commercial Companies Law > Part V — Joint-stock Company > Chapter Seven — Joint-stock Company's Management > 2 — General Assembly > B — Extraordinary General Assembly > Article (212)
  • B — Extraordinary General Assembly

    • Article (209)

      The provisions applicable to the ordinary general assembly shall apply to the extraordinary general assembly, subject to the provisions of the following articles.

    • Article (210)

      The following matters shall be reserved for the extraordinary general assembly:

      i— Amending the company's memorandum or articles of association and extending the company's term.
      i— Increasing or reducing the company's capital.
      i— Selling the entire project carried out by the company or disposing of it in any other manner.
      iv— Winding up the company or merging it with another company.

      The company's nationality shall not be changed, nor its Head Office be transferred outside Bahrain, nor the obligations of the shareholders be increased, and any provision to the contrary shall be null and void.

    • Article (211)

      The extraordinary general assembly shall convene at an invitation by the board of directors or a written request to the board of directors by a number of shareholders representing 10% at least of the company's shares.

      In these cases the board of directors shall invite the general assembly to convene an extraordinary meeting within a month from the date of the request. Otherwise, the Ministry of Commerce and Industry shall send the invitation within fifteen days from the date of expiry of that period, subject to the provisions of article (199) of this law.

    • Article (212)

      The extraordinary meeting of the general assembly shall not be valid unless it is attended by shareholders representing at least two thirds of the company's capital. If this quorum is not available, an invitation shall be sent for another meeting to be held within fifteen days from the date of the first meeting. The second meeting shall be valid if attended by shareholders representing more than one-third of the capital. If the quorum is not available for the second meeting, an invitation shall be sent for a third meeting to be held within fifteen days from the date of the second meeting. The third meeting shall be valid if attended by one-fourth of the shareholders.

      A new invitation for the last two meetings may not be sent if the dates thereof have appeared in the invitation for the first meeting, provided that publication shall be made in at least two daily Arabic newspapers, one of them is local, that none of these meetings has been held.

      The extraordinary general assembly's resolutions shall be passed by a two-thirds-majority vote of the shareholders represented in the meeting. However, if the resolution relates to increasing or reducing the company's capital, extending the company's term, winding it up, converting or merging it with another company, the resolution shall not be valid unless adopted by a three-fourths majority of the shares present at the meeting and with whose attendance the meeting is considered valid. The extraordinary general assembly's resolutions shall not become effective except after they are approved by the Ministry of Commerce and Industry.

    • Article (213)

      The extraordinary general assembly may pass a resolution falling within the powers of the ordinary general assembly provided that the quorum and majority required for the ordinary general assembly meeting are available and that the matters subject of the resolution are included in the agenda.

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