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الموضوع: The establishment of a joint stock company

  1. #1

    نادي خبراء المال The establishment of a joint stock company

    in light of the economic, political and social transformation of the world following the collapse of the Soviet Union and the adoption of free-market policy, the work of Moroccan legislator and the rest of the world legislation to introduce fundamental reforms to rehabilitate its economy so as to make it capable of integrating into the new global economy. These reforms Hemmat multiple aspects of the most important spaces of investment and so a year for many of the laws regulating corporate Perhaps one of the most important influence on the national economy, organized a joint stock company under the 17.95 average law modulator under the law 05.20, issued on May 23, 2008. Apart from the debate idiosyncratic about the company's definition, the joint stock company is a trading company divides its capital to form tradable shares was established between 5 shareholders at least do not ask, but as far as their contribution to the capital. Joint stock company is also a more complex and compact and effective corporate images and forms the ideal image for the company money that is not based on personal account, but on the financial account, since what matters is where the financial contributions of the partners, not their personality. The company's success is not dependent on what Abzloh those of effort and work in the management of its affairs, but rather on the type of activity practiced, turnover, and the amount of profit which achieved due to the tyranny of the financial side where the capital is divided on the tradable shares and not to the stakes, and the partner in which the responsibility is limited to the the limits of what contributes in the capital do not bear any personal responsibility for the debt, and the form of joint stock companies, the basic legal instrument to invest in a liberal economy and the mobilization of savings to put that capital to the public in order to collect what you need money in their investments. Often given the popularity of the IPO savers who want to invest their savings in profitable projects, without any burdens or take responsibility for their debts, while retaining the freedom to dispose of their shares without the need for approval by the other partners.
    In this sense Fsharkp contribute suit major construction accounting for the legal form optimized for the development of major economic projects across the world, but the practical reality in our country confirms tangibly that most of the joint stock companies are not, in fact, not a family Contracting chose owners disguise or hide behind the legal framework of the company, to take advantage of what availability of privileges dating partners benefit private reputation and reputation of the company in the economic center.
    In general, companies are contributing is divided into two main categories namely to contribute to the company, which does not call for the IPO is the most common and widespread of the simplicity of its founding action status, and other calls to the IPO which will be granted the possibility of compliance with the stock exchange are available according to Zaaran Mosques relating to the Stock Exchange transmitted values, as well as the Council of metamorphic values.
    The subject in question raises several problematic Perhaps the most important of the ability of intervening institutions in the field of investment to achieve the objectives set by the legislature through the year to a range of procedural measures to be respected, while establishing and running companies in the stock market.
    The attempt to analyze the issue requires us to develop an action plan to respond to the Court of the most important elements and the problems posed by the application of the requirements of the legal texts framed for the field of investment, according to the following:
    Presented by:
    The first topic: the establishment of a joint stock company, which calls for the public to underwriting procedures
    First requirement: Put the statute and check in to inform him of Commons:
    The first paragraph: put the statute
    The second paragraph: deposit statute and informed him of Commons:
    The second requirement: IPO in the company's capital and months pregnant
    The first paragraph: IPO in the company's capital
    The second paragraph: Company Month
    The second topic: restrict joint stock company, which calls for the public to subscribe to the stock market action
    The second requirement: the legal system of the Stock Exchange and values transmitted issued by joint stock company.
    The first paragraph: the legal system of the Stock Exchange
    The second paragraph movable values issued by joint stock company, which calls for the IPO, which
    The second requirement: restricting the stock exchange and joint-stock companies controlled CDVM procedures.
    The first paragraph: Restrict Corporations Stock Exchange procedures
    The second paragraph Position control of the Board of transmitted values:
    Conclusion
    First topic:
    The establishment of a joint stock company, which calls for the public to underwriting procedures
    The establishment of a joint stock company is not as soon as the company's contract as is the case for other companies, but it requires action and time-consuming to make sure of the seriousness of the company and the health of its composition to protect the savings of the shareholders. He also notes that the establishment of a joint stock company through the IPO rare at work even in the major capitalist countries, but for public offerings that get in Morocco are often either come after asking to contribute to the list of companies or part of its shares to the public at the entry to the stock market, or are in privatization program for some institutions that choose to miss part of its capital in shares poses to the public and in accordance with Article 9 of the law governing the company average contribution and supplemented by law 05.20 on 23 May 2008, which reads as follows form the framework "is a company that invites the public to subscribe to its shares or bonds each joint stock company -ttalb require the inclusion of values transmitted in stock values or in any regulated market Okhry- issued or miss mentioned values according to prescribed in Article 12 of the Law of the values imparted conditions "
    Assuming that there is one of these specifications in a joint stock company will be established in four stages are:
    A. put its statute and deposited with the court in writing set.
    (B) the IPO in the company's capital.
    (C) reached their last subscription card.
    D values of the month the company procedures.
    First requirement: development of the Statute and deposited with the court set to write:
    We will discuss this requirement in the main paragraphs in the following form:
    The first paragraph: Put the statute.
    The second paragraph: deposit statute when writing adjust Court.
    The first paragraph: Put the statute:
    After the founding of thinking in bringing industrial or commercial project in the first steps of bringing the legal framework that allows the practice of activity to be done. These procedures have each other physically and legally. From this point begins to develop founding statute of the company, which should be written in the form of a formal contract or customary, however, when it comes to the latter should or too releases in several assets enough to deposit one of it in the social headquarters. In order to do various actions required pursuant to the requirements of Article 11 of Law 95.17. The content of the Statute of the argument between the shareholders, as it does not accept any other means of proof on that system only if they are in the form of written agreements, including acting in accordance with paragraphs 3 and 4 of Article 11 of the same law above.
    And by reference to the provisions of Articles 2 and 12 of the same law mentioned, must include the Statute of the company:
    1-company form and duration of which shall not exceed 99 years with the possibility of extension once or several times, provided they do not exceed 99 years pursuant to Article 3 of the same law.
    2-naming company based social.
    3.gred the company and the amount of capital that must not be less than three million dirhams in accordance with Article 6 of the same law.
    4-The number of shares that have been issued and the nominal value with discrimination when necessary between the various stock facility.
    5-form of shares that can be either nominal or par only in part and in part bearer.
    6-own stock trading conditions in the case of restrictions on the circulation.
    7-identity of the owners of the shares in kind and evaluation of the quota given by each and every one of them Muslim and the number of shares in exchange for those shares.
    8-identity of the beneficiaries of special privileges, and the nature of those privileges.
    9-requirements related with the company runs and powers.
    10-requirements related to the distribution of profits and the composition of the reserve and distribution as well as liquidation of the company when it expires.
    It should be noted that in the case of shares in kind, the legislator has necessitated the need for the Statute of the company to include a description of the latter with the assessment, often being this description and evaluation by extension the report of the statute prepared under the responsibility of an observer or several observers quota chosen from among persons authorized to practice the auditor's duties. Besides, if the statute had been quotation which grants special privileges for the benefit of people, the same ruler is followed.
    In conclusion, the statute if all required data did not include a legally organized or omitted to do one of the procedures, each interested party shall submit a request to eliminate accidentally settlement incorporation process. Can be as public prosecutor to do the same procedure.
    The second paragraph: deposit statute to inform the House of Commons:
    Since the establishment of joint stock company depends on the invitation of Commons to subscribe to the capital, it was necessary to protect the public savings enable potential subscribers of adequate information on the company's project, to be able to express their satisfaction with the subscription for him and choose.
    That legislator text on a range of publicity procedures, must be followed founding mainly represented as follows:
    1-deposit statute location of the institutional side of the writing of adjusting the court in whose jurisdiction the social headquarters of the company which is in the process of incorporation or have documented office in accordance with the requirements of Article 19 of the Law 05:20 amended and supplemented the Law 95.17 and are filing in two memorable Bmtabguethm of the asset by one of the founders and deposit Statute becomes final and can not be amended, can anyone who is interested accessed by typing adjust the court or with documented. And get a copy of it at his own expense, must be explicitly stated in the quotation subscription to the possibility of access card.
    "I have criticized some of Fiqh deposit statute when the binder office and said that without the benefit of not useless excuse for several reasons:
    1-How imagine that the resort's founding statute to deposit with the Office of the binder when the system was customary?
    2-What is the benefit of the filing of the statute has documented office if this system was officially documented by the editor himself, who always keeps in his office the origin of the contract or statute is not delivered to the parties only isotopes?
    3. Is it possible that the statute frees officially documented party and are documented deposit with another?
    4-The notaries tend to protect trade secrets and customers, confidentiality may hinder the purpose and goal of the deposit. "
    2.nscher statement in the Official Gazette or in a newspaper authorized to disseminate legal ads. Pursuant to Article 13 of Law No. 95.17, as it should deliver that statement or notification to each person required to subscribe and be placed at the disposal of the public at the headquarters of the company and all the institutions responsible for collecting subscriptions in the case in stocks and bonds in the stock market should be placed under public signal at the stock exchange values pursuant to the requirements of Article 11 of the Law on the Council of transmitted values. In addition, the data must be identical to the published data filed with the court in writing set, otherwise it can not be invoked against third parties in accordance with the requirements of Article 16 of the Law of 95.17.
    The second requirement: IPO in the company's capital and months pregnant:
    We will discuss this requirement in two main paragraphs:
    The first paragraph: IPO in the company's capital:
    Moroccan legislator and work along the lines of contemporary legislation to require that the capital of a joint stock company is sufficient to achieve the purpose of the company and thus the development of a minimum of three million dirhams for the last of these resorting to the IPO. However, it was the legislature to find appropriate mechanisms to leave this kind of big companies Contracting to encourage the Moroccan businesses pattern powerful to make them competitive, and stay away from the traditional style that bridges the door to the opening of the company's capital on the savings of Commons and judged thus on the company's weak capitalization and restricting economic development and investment and operation.
    The Liberal choice of the Moroccan economy and the inevitability of its integration into the global capitalist system imposed on him to take action keep pace with the capitalist approach of the company to become able to mobilize public savings to set up major projects. It should also be noted that the company's capital must be divided into shares of equal value poses to the public for public subscription.
    First, the legal definition of underwriting and adapted:
    IPO expression of will abide whereby subscribed to enter into the company by offering them a share in the capital is determined by the number of shares subscribed by.
    The split in the modern determined the legal nature of the Fiqh to subscribe to several trends:
    * Trend seen in the underwriting agreement between the Subscriber and the founding whereby those committed to continue the establishment of the company's procedures and giving the amount of the subscribed shares, equivalent to what it subscribed versus subscribed to fulfill the value of the shares subscribed by and respect the conditions contained in the Statute of the company's commitment. "
    The second trend is considered the subscription contract, but he combines subscribed and the company is in the process of incorporation, which represented the founders contract paves the way for a final, is the company's contract, which does not take place until after the full capital underwriting profit and pay off at least ends the company's founding.
    A third direction and resort believes that underwriting act will of individual undertakes whereby subscribed to enter into the company to contribute to the capital of a certain number of shares and so on the grounds that the company had not yet come into existence not yet acquired legal legal personality and can not therefore be contracted, as it can not founders that Ataakedoa with subscribed because they can not be transferred to rights is not theirs, but are the property of the company not established yet.
    However, we see the closest direction to the right is the first direction.
    Secondly, the way the IPO:
    The subscription for this type of contribution by subtracting the founding Brosmalha the whole or part of the IPO companies, this means start with a founding invitation to the public in order to IPO by publishing announcement this either in an official gazette or her authorized newspaper publishing legal ads. Besides magazines with the need to include brief statements contained advertising in the original declaration with the need to refer to the Official Gazette number and after the announcement stage comes the actual IPO stage which is made with the banking institution, it should be noted that banking institutions either to oversee the IPO process through its agencies . The disposal of the founders, and the pledge to subscribe as much of the quota, or what remains of the stock and ensure the success of the IPO to reconsider put the financial market after completing the foundation of the company. But if necessary the intervention more than a bank in the IPO process are the establishment of the joint venture company known banks in the market Syndicate version as banks take this process for a commission determine the agreement between them and the founders.
    Are also underwriting the IPO by card liberation in two versions, one receives subscribed after placing his signature. And must include data on whether the company developed a foundation or Balmktaatb especially regarding the identity and number of shares subscribed by the amount paid by the value of those shares.
    Third: the fate of subscribed funds
    After extracting the money in cash through the IPO, are deposited in a bank account frozen name of the company is in the process of incorporation with the attachments list Balmktaatben showing the amounts paid by each and every one of them, inside for 8 days from the date of receipt of funds. With the bank's commitment to the deposited funds has established a list of subscribers at the disposal of each subscriber cast arguing with subscription enable both asked to see the menu on this topic to get a copy of it at his own expense in accordance with the requirements of Article 22 of the No. 95/17.
    By reference to Article 34 of the same law allows the above, we find the legislator to withdraw funds deposited on behalf of the company in the process of incorporation in the case of the completion of the founding of the company through the clouds by the legal representative of the company who made a copy of the certificate of Muslim adjust the competent court clerk prove to restrict the company in the commercial register.
    The Article 35 of the same law include the possibility of a second to withdraw funds deposited on behalf of the company in the process of incorporation, in the case of non-completion of the founding of the company in a matter of 6 months from the date of the deposit of the funds, or non-completion of all establishment procedures in the same term, which should return the amounts deposited to subscribers of the founders of the party or by the district administrator who is appointed by the President of the competent court as a judge for Mstjlat at the request of subscribers.
    Fourth: Terms of underwriting health
    Required in the health of the IPO provides the following conditions:
    1-IPO need all the capital:
    By reference to the first paragraph of Article 21 of Law No. 95/17 find legislator requires capital company fully subscribing otherwise considered incorporation project failure does not make sense. Because underwriting part of the capital if it does not achieve a great feasibility of establishing the company as the company's capital is the only guarantee to creditors so it must be complete and not a real figurehead.
    2.dharorh pay a quarter of the value of the stock at least:
    From the second paragraph of Article 21 of the law above, we find the legislator requires editing the shares represented monetary stakes, including at least a quarter of the nominal value at incorporation and is released the rest in one or several batches boost by the decision taken by the Governing Council or the collective board of directors within the order does not exceed 3 years starting from the restriction of the company in the commercial register, contrary to what it is in the shares represented rations in kind. Where necessitated the need for the legislature paid in full when it is released, and in addition to the aforementioned conditions required in the IPO to be prohibited is not associated with the condition or hanging on to.
    The second paragraph: Company Month
    After the completion of the founding of the company and the establishment of the statute are entering the stage of a month in the company's stage through publication and filing and registration in the commercial register pursuant to Article 17 of the Law 17/95, and that is what we will try and detailed as follows.
    First Deposit
    Identified Articles 14 and 31 of Law No. 95/17 on companies contributing Deposit procedures which must founders and members of management devices and collective management and control to do this on the one hand, as well as the competent authority to receive requests from the Deposit hand.
    Thus, Article 31 of the law must be above the founders and members of the administration and collective management and control of the first two devices under penalty of not to accept the request to restrict the company in the commercial register to make a deposit in the writing of the following settings:
    1-out statute or for him
    2.nzir of subscription and payment certificate, IPOs show in the capital as well as the liberated equity stake by each shareholder.
    3.qaúma subscribers certified, includes personal names, family, addresses and nationalities of the subscribers in addition to the characteristics, occupations and the number of shares subscribed and the amount of the payments made by each and every one of them.
    4.tgarir observer quotas when necessary.
    5.nschh of document naming the members of the management bodies or management or management and monitors the first two accounts, with this label has a separate contract. Prepared to sign the permit application for the first item of the people who have prepared or one or other of those authorized to sign them for this purpose. The remark in the case of the statute to change the members of the management bodies or collective control or management Almzolun duties while doing so the change.
    Secondly, the restriction in the trade register
    After the statute of deposit with the clerk comes restriction contribute the commercial register the company with the competent court stage. Terms of Article 32 of the law above states that restrict the contributing companies in the commercial register under the conditions stipulated by the legislation on this record, specified in Article 18, 19 and 20 of Decree No. 906-96-2 application dated January 18, 1997 Organizer how to apply Part II on the commercial register of the Law No. 95/15 on the Code of Commerce, which determines the order to conduct and adherence to the data to be evocation.
    -1 should be required to register legal persons under public law or private, including joint stock companies within 3 months pro-establishment or events in accordance with the requirements of Article 75 of the Code of Commerce.
    2- must include a statement to register the data contained in Article 45 of the Commercial Code as follow

  2. #2

    افتراضي رد: The establishment of a joint stock company

    مجهود رائع للطرح باللغة الأنجليزية

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  3. #3

    افتراضي رد: The establishment of a joint stock company

    Thank you brother for the wonderful and different writing


    Greetings to you

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