Commercial Companies Law

Article 278 — Article (278) Supporting Documents for Conversion into a Public Joint Stock Company

Part Seven: Conversion, Merger, Divestiture and Acquisition of Companies · Chapter One: Conversion of Companies

1. Any Company may be converted into a Public Joint Stock Company, based on an application filed using the SCA's standard form and signed by the authorized signatory of the Company. 2. The following documents shall be attached to the application: a. Amended MOA and AOA of the Company; b. A resolution of the General Assembly or an equivalent body of the Company in question to be passed by the majority required to amend the MOA or AOA of the Company, approving any required Capital increase and the Company's conversion into a Public Joint Stock Company. A resolution of the partners or shareholders on conversion shall include any changes in the MOA or AOA of the Company, as necessary, including the name of the Company; c. Approval of the Ministry and the Competent Authority for the conversion of the Company into a Public Joint Stock Company; d. A balance sheet of the Company prepared as at a date not more than six [6] months before the date of the application for conversion, in addition to a copy of an unqualified report by the Company's auditors on that balance sheet; e. A written statement by the Company's auditors that, in their opinion, at the balance sheet date, the amount of the Company's net assets was not less than the aggregate of its called-up Capital and undistributable reserves. f. A valuation of the in-kind contributions of the Company, prepared in accordance with the provisions of Article [118] of this Decree Law. g. A declaration by a manager or the board of directors, as the case may be, confirming that: 1) A resolution of the General Assembly of the Company or similar body approving the conversion has been passed and that all the other requirements of this Decree Law have been met; and 2) Between the balance sheet date and the date of the application for conversion, there has been no material change in the financial position of the Company; and H. Any other documents as required by the SCA for conversion.

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