Commercial Companies Law

Article 85 — Article (85) Vacancy of the Position of Manager

Part Three: Limited Liability Company · Chapter Two: Management of the Company

1. Unless otherwise provided in the Company’s MOA or in the appointment contract, the manager shall be dismissed by a resolution of the General Assembly, whether the manager is a partner or not. The court may also dismiss the manager at the request of one or more partners of the Company if the court finds a legitimate cause justifying the dismissal. 2. The manager may submit a written resignation to the General Assembly, provided that a copy thereof is notified to the Competent Authority. The General Assembly shall decide on the resignation within (30) thirty days from the date of submission; otherwise, the resignation shall be deemed effective after the expiry of this period, unless the MOA of the Company or their appointment contract provides otherwise. 3. The Company shall notify the Competent Authority of the expiration of the manager's term within a maximum period of (30) thirty days from the date of expiration of the appointment contract, if it is not renewed, and shall appoint a replacement during that period. 4. If the term of office of the Board of Managers of the Company expires and the Board of Managers is not reconstituted, it shall continue to manage the Company’s affairs for a period not exceeding (6) six months from the date of expiration of the said term. Upon expiration of the (6) six-month period, the General Assembly shall form the Board of Managers. Otherwise, the Competent Authority may, in coordination with the authorities concerned with the activity, if any, after the expiration of that period, appoint a manager or a Board of Managers from among the partners or from others, for a period not exceeding one year, during which a General Assembly shall be convened to elect the members of the Board of Managers.

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