In the event that the Company’s funds are insufficient to repay all the Company’s debts, the liquidator shall pay the Company’s liabilities with priority to privileged creditors. Any debt due to the liquidation process shall be paid as a priority debt.

The liquidator shall carry out all the actions required for the Company’s liquidation, particularly to represent the Company before any judicial authority, fulfill the Company’s debts and obligations, and sell any movable or immovable asset in public auction, or any other means, provided that the liquidator appointment document did not stipulate a specific way to sell assets. In any case, the liquidator may not sell the Company’s assets as a whole before obtaining approval of the Company’s General Assembly.

Upon the expiry or premature dissolution of the Company, the General Assembly shall agree the liquidation method, appoint one or more liquidators and determine their authorities. Consequently, the Board’s authorities expire upon the appointment of the liquidator. The liquidator shall replace the Board in all dealings and actions required for liquidation as stated in the Companies’ Law, while the General Assembly authorities remain valid during the liquidation period, until the liquidator is cleared from its duties and responsibilities. 

Should the Company’s losses consume half its authorized capital, the Board shall, within thirty days (30) of disclosure to the securities and commodities authority of all periodical and annual financial statements, call for a General Assembly to issue a special resolution to dissolve the Company forthwith, or discuss business continuation.

The Company may be dissolved for any of the following reasons:

1. The expiry of the Company’s term, unless renewed according to the provisions highlighted by this Articles of Association; 

2. The fulfillment of the purpose for which Company is established; 

3. The depletion of all or the majority of the Company’s funds in a manner that investing the remainder sum becomes infeasible;

4. The Company merger with another company in accordance with the Companies’ Law;

5. The issuance of a court judgment to dissolve the Company; 

6. The adoption of a General Assembly resolution to terminate or dissolve the Company in accordance with the provisions of this Articles of Association.

The General Assembly resolution to clear the Board members’ liabilities does not mean that the Board members are cleared against liabilities due to errors committed by them in the course of performing their duties. In the event that an action subject to liability is presented to the General Assembly and it is agreed to clear the members, the members may not be cleared against civil liability before the elapse of one year commencing the date the resolution was adopted by the General Assembly. Notwithstanding the above, in case an action committed by the members results in any criminal case, the civil liability does not expire unless the general case is dismissed by a court judgment.

1. The Company’s General Assembly shall determine the percentage of net profits for distribution among its shareholders after deducting legal and optional reserve percentages.

2. Notwithstanding the provisions of point (1) of this article, the General Assembly may, based on Board recommendations, distribute any annual, semiannual or quarterly profits among its shareholders.

 

The General Assembly may allocate a percentage of its net profits to form an optional reserve to be utilized for purposes determined by the General Assembly. The Company shall not use such optional reserve for purposes other than what it was formed for without obtaining the General Assembly approval.

1. Ten (10%) percent of the Company’s net profit shall be deducted annually and allocated for legal reserve formation.

2. The General Assembly may suspend such deduction whenever legal reserve balance reaches fifty (50%) of the Company’s paid-up capital.

3. The legal reserve balance shall not be distributed as profits among shareholders. However, any excess above the fifty (50%) percent of the Company’s paid-up capital in legal reserve may be allocated for distribution among shareholders in the years where the Company fails to achieve net distributable profits.

1. The Company’s accounts shall be audited by an auditor who shall prepare his report on the Company’s accounts. The accounts shall be endorsed by the Board before submitting them to the General Assembly accompanied by auditor’s report within the last four (4) months of the Company’s financial year.

2. The Board or its representative shall prepare for each financial year, at least one month before of the annual General Assembly, the Company’s balance sheet and profit and loss account. The Board shall also prepare a report on the Company’s business activities during the financial year in addition to the Company’s financial position at the closing of the same year. The Board shall also suggest the net profit distribution. All the above data shall be posted on the Company’s website prior to the General Assembly date for shareholders’ inspection.