Law No. 5 of 2002, promulgating the Law of Commercial Companies

طباعة
 
Section: General Assembly (122-136)

  • Article 122 

     The general assembly shall be held upon the invitation of the Board of Directors at least once in a year at the place and date fixed by the Board with the approval of the competent authority. The meeting shall be held within four months following the end of the fiscal year of the company.
    The Board may, whenever it deems appropriate, invite the general assembly to the meeting

  • Article 123 

     The trading of the company shares shall be suspended on the day the meeting of the general assembly is held.

  • Article 124 

     The Board of Directors, based on the auditor request, shall invite the general assembly to convene. If the Board fails to convene the meeting within fifteen days from the date of such request, the auditor may directly call for the meeting after the approval of the Ministry.
    For serious reasons, based on the request of one or more shareholders who hold at least 10% of the capital, the Board shall call for the general assembly meeting within fifteen days from the date of such request, otherwise the Ministry, based on a request by the shareholders, shall extend the invitation on the expense of the company. The agenda in these two cases shall be limited to the subject matter of the request.

  • Article 125 

     Subject to the provisions of Article 88 and 124 herein, the Ministry shall convene the general assembly of the company for a meeting in the following cases:
    1. Where thirty days pass from the date fixed in Article 122 of this Law without extending the invitation to hold the general assembly meeting.
    2. Where the number of the members of the Board becomes less than the minimum limit provided for in Article 100 of this Law, without extending the invitation to hold the general assembly meeting.
    3. Where it is proved to the Ministry, at any time, that there has been a breach of law or of the Articles of Association of the company or if a serious default occurs
    4. in its management.
    In all these cases, the specified procedures pertaining to convening the meeting of general assembly shall be followed and the company shall bear all costs involved.

  • Article 126 

     The Chairperson shall publish the balance sheet, statements of profits and losses, sufficient summary of the Board report, and the full text of the report of the company auditors in two local Arabic dailies at least fifteen days prior to the date fixed for the general assembly meeting. A copy of such documents shall be submitted to the Ministry.

  • Article 127 

     The agenda of the annual meeting of the general assembly shall contain the following:
    1. Consideration and approval of the board's report on the company's activities and financial position during the ended financial year.
    2. Discussion and approval of the company balance sheet and profit-and-loss accounts.
    3. Election of members of the Board of Directors, if required.
    4. Appointment of auditors and determination of their remuneration.
    5. Consideration of discharging the Board members.
    6. Consideration and approval of proposals by the Board of Directors pertaining to distribution of dividends.

  • Article 128 

     Each shareholder shall have the right to attend the meetings of the general assembly and shall have one vote against each share held by him. The decisions shall be taken with absolute majority of the shares represented in the meeting.
    1. Minors and interdicted persons shall be represented by their legal representatives.
    2. Proxies may attend meetings on behalf of their principals provided that the principals themselves are shareholders. The proxy agreement shall be exclusive and in writing. The shareholder may not request a member of the Board of Directors to represent him in the general assembly meetings. In all cases, the number of shares held by a proxy, in this capacity, shall not exceed 5% of the capital of the company.
    3. Notwithstanding the corporate persons, no shareholder, whether in his original capacity or his capacity as a proxy, shall have a number of votes exceeding 25% of the votes specified for shares represented in the meeting.

  • Article 129 

     Without prejudice to the provisions of this Law pertaining to the extraordinary meeting of the general assembly, the general assembly shall be mandated to examine the following in particular:
    1. Discussion of the report of the Board of Directors concerning the activities of the company; financial position during the year and future plans thereof. The report shall include a detailed explanation of revenue and expense items, detailed statement of the method proposed by the Board for distribution of annual net dividends, and a fixed date for disposal of these dividends.  
    2. Discussion of the auditor's report concerning the company balance sheet and final accounts submitted by the Board of Directors.
    3. Discussion and approval of the company balance sheet, profit and loss accounts and dividends to be distributed.
    4. Consideration of the discharge of members of the Board of Directors.
    5. Election of members of the Board and appointment of auditors and determination of their remuneration for the next fiscal year unless stipulated in the Articles of Association.
    6. Examination of any other proposal tabled by the Board in the agenda in order to take a decision thereof.
    The general assembly may not deliberate on matters not included in the agenda. However, the assembly shall have the right to deliberate on serious matters that may arise during the meeting.
    Should a number of shareholders who represent at least one tenth of the company capital request an inclusion of specific matters in the agenda, the Board shall respond to such request, otherwise the assembly shall be entitled to decide on the discussion of such matters

  • Article 130 

     The general assembly shall be chaired by the Chairperson of the Board of Directors or his deputy or whoever the Board assigns therefore. In the absence of such persons, the general assembly shall appoint a Chairperson and a secretary for its meeting inter se.
    Where the Assembly is discussing a matter related to the Chairperson of the meeting, it shall select a Chairperson from among the shareholders.

  • Article 131 

     The general assembly meeting shall be valid if the following are satisfied:
    1. The Ministry through a representative attends the meeting, following an invitation at least three days prior to the meeting.
    2. It is attended by shareholders representing at least one half of the capital of the company unless the Articles of Association provide for a higher representation. Where the quorum is not present in the first meeting, a second meeting shall be held in compliance with the provisions of Article 120 of this Law. Invitation shall be extended at least three days prior to the meeting. The second meeting shall be valid irrespective of the number of shares represented therein.

  • Article 132 

     Every shareholder shall have the right to discuss matters listed in the agenda and to seek clarifications from members of the Board of Directors. The Board shall respond to the extent that is not detrimental to the company's interests.
    A shareholder may revert to the general assembly should he feel that the answer to his query is not satisfactory. A decision issued by the general assembly to this effect shall be duly implemented.
    Any condition provided for in the Articles of Association of the company to the contrary shall be null and void.

  • Article 133 

     The Articles of Association shall determine the mechanism of voting with regard to the general assembly decisions.
    The voting shall be by secret ballot if a decision is related to the election or dismissal of the Board members, the institution of a liability claim against the Board members, or if it is requested by the Chairperson of the Board or a number of shareholders who represent at least one tenth of the votes attending the meeting.
    The members of the Board may not participate in voting on the decisions of the general assembly on matters concerning their discharge of liability towards the company.
    The decisions issued by the general assembly in accordance with the provisions of this Law and the Articles of Association shall be binding on all shareholders whether they are present in or absent from the meeting in which the decisions were taken and whether they are in agreement or disagreement. The Board of Directors shall implement such decisions as soon as they are issued and provide the Ministry with a copy thereof within fifteen days from the date of issue.  

  • Article 134 

     The minutes of the general assembly meeting shall indicate the names of attending shareholders either in person or by proxy, the number of shares held in person or represented by those present, the number of votes allocated thereto, decisions made, the number of votes for or against them, and sufficient summary of discussions held during the meeting.
    The minutes of the meeting shall be signed by the Chairperson, secretary, vote collectors and auditors. Signatories to the minutes shall be liable for the validity of the contents thereof

  • Article 135 

     Minutes of the general assembly shall be recorded in a special register.
    The records and minutes of the meetings of the general assembly shall be governed by the same provisions as the records and minutes of the Board of Directors pursuant to Article 105 of this Law.
    A copy of the minutes of meeting of the general assembly shall be sent to the competent authority within a maximum of one month from the date of the meeting.

  • Article 136 

     Without prejudice to the rights of bona fide third parties, any decisions inconsistent with the provisions of this Law or the Articles of Association of the company shall be null and void.
    Any decision made in favour of or causing damage to a particular group of shareholders or that may bring a special privilege to the Board members while conflicting with the interest of the company shall be abrogated.
    In the event of abrogation of a decision, such decision shall be deemed as of no effect with regard to all the shareholders. The Board of Directors shall publish this abrogated decision in two local daily newspapers issued in Arabic.
    The abrogation claim shall not be entertained after the lapse of one year from the issue of the challenged decision. The filing of the claim shall not result in the suspension of the decision unless the court orders otherwise. The abrogation claim shall not be entertained except from the shareholders who opposed the decision and established their objection in the minutes of the meeting or those who were absent in the meeting for any acceptable reasons.

© 2017 حكومة دولة قطر. حميع الحقوق محفوظة.