The corporation

The law defines the corporation in article 2 of the law no 159/81 that is it '' a company its
capital is divided into action in equal value and could be transfer according to the law ''
The responsibility of the associate is limited in the value of the number of actions he
subscribed.
The company has a name taken from its object the company cannot take a name of one the
partners as a title for it''

Branch one
the particularities of the corporation
1- The corporation depends upon the contract
The contract here means that two wills at least must be existed in the company.

2- The capital of the corporation divided into shares

It is the unique particularity of the corporation. That the capital is divided into actions or
shares . the action is the share of the partner in the company

3- Responsibility of the shareholder

The responsibility of the shareholder is confined in the limits of his shares in the capital of the
company . it means that the debts and contracts of a registered company are those of the
company responsibility and not those of the members

4- The name of the corporation

The legislator in trade code provided in article 2/3 that the company has a name derogated
from the object of its purpose which created for it.
 Branch two
Foundation of the corporation
There are two kinds of conditions; objective conditions and conditions related to the form of
the contract.

1- The objective conditions

i. Number of the partners
The legislator in article 8 provided that'' it is not permitted that the number of the members to
be less than three''
The number of the partners of the company must not less than three partners. If the partners
are two, the contract of the company will be null
If the number was less than three persons, the rest of the partners must complete the number
to three during six months otherwise the company goes to liquidation.

ii. The promoter

Who takes the necessary steps to accomplish that purpose. The legislator defines the
promoter in article 7 of the companies' code that is '' each one participates actually in forming
the company intending to bear the responsibility resulted of the work''
It is considered a promoter each one who signs the memorandum or ask for the license if
forming the corporation or give a real share on establishing the corporation.

iii. The capital

It may mean the nominal or authorized share capital, the issued or allotted share capital the
paid – up share capital or the reserve share capital of the corporation.

2- The conditions as to the form of the corporation

i. The legislator provided that the contract of the corporation must be written
otherwise it will be void.
ii. The parties have to take the process to register the contract at the commercial
registration department. It means that this registration is the way of publicity the
corporation.
 Branch four
the shares of the corporation
- Preference shares
These are the share issued under the authorization by the memorandum.
I. Preference share carry the same voting rights at general meanings as the other
shares.
II. As to the profit, if the preferential dividend is given under a preference in profit the
arrears of dividend.
III. As to the result of liquidation, the preference shares do not confer any right to a
participation in the surplus profits of the corporation.
- Transfer of shares
The transfer of shares may by the act of the member.

- Call on shares
A call on shares is a demand by the directors that a members pay to the corporation money
which is unpaid on his shares.
 Branch Five
General Assembly
A general meeting means general assembly.

- The kinds of meetings

1- The statutory meeting
A report must be sent all the shareholders in fifteen days before this meeting. The notice is
starting the following.
i. The evaluation of ascertain shares
ii. The promoters report on the foundation of the company and are expenses.
iii. The approval on the articles of association
iv. The approval on the selection of members of the board of directors and the auditors.
2- The annual general meeting
i. Election the members of the board
ii. Control the work of the board and make them free of the responsibility of the result
of their pre-year work.
iii. Approving on the budget and the profit and loss account
iv. Approving on the report of the board on the work of the company
v. Approving on distribution the profits
vi. Any other subject the board estimates to submit to the meetings
3- The extraordinary general meeting
There is some business must or ought to be transacted before the next annual general
meeting. the legislator provided in article 68 that'' the extraordinary general assembly is
competent to modify the articles of association in the limits