Commercial Companies Law

Article 280 — Article (280) Objection to the Conversion Resolution

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

1. A partner or shareholder that opposes the conversion resolution may withdraw from the Company and redeem the value of his equity stake or shares, by making an application in writing to the Company within fifteen [15] days after publication of the conversion resolution. The value of the shares or equity stake shall be paid according to their market or book value at the date of conversion, whichever is higher. 2. The shareholders/ partners, the creditors of the Company and the holders of bonds and Sukuk and any interested parties shall have the right to file an opposition with the Company within thirty [30] days after receiving notice of the conversion resolution and forward a copy of the opposition to the Ministry or the SCA, as applicable, and the Competent Authority, stating the subject matter and grounds of opposition and particularizing the damage allegedly suffered by the opposing party due to the conversion. 3. If, for any reason whatsoever, the Company fails to resolve the opposition within thirty [30] days of delivery of a copy of the opposition to the Ministry or the SCA, as applicable, and the Competent Authority, the opposing party shall have recourse to the competent court. 4. The conversion resolution shall remain suspended until the opposition is waived or is rejected by final judgment of the court or the Company settles the debt if due or provides sufficient security for payment of the debt if deferred. 5. Failure to oppose the conversion resolution within the time limit provided under Clause [2] of this Article shall be deemed an implicit acceptance of the proposed conversion.

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