The Ministry of Investment and International Cooperation (MIIC) set the controls and procedures for transforming companies from subjecting Investment law 72 of 2017 to Law 159 of 1981, as follows:

  1. Application for transformation to be stamped with the company's seal and signed by the chairman of the board of directors or the managing director;
  2. For partnerships and limited liability companies, submitting the valuation report issued by the concerned committee on the net value of the company;
  3. Originals of the extraordinary general assembly meeting minutes, including the required approvals of the transformation process. For partnerships, the approval documents regarding the minutes of the extraordinary general assemblies or partner meetings shall be submitted;
  4. Non-confusion Certificate;
  5. For partnerships, the power of attorneys allowing the amendment;
  6. An authorization or power of attorney from the chairman of the board of directors, and stamped with the company's seal, permitting receipt and delivery of the application documents;
  7. The company's investment gazette and all the legal amendments to the company;
  8. A true copy of the commercial register whose issue date shall not exceed 3 months;
  9. A copy of the national ID of the applicant;
  10. A copy of the new Articles of Association under Law 159 of 1981 including a preamble stating the development stages of the company from the date of incorporation to the date of transformation, to be signed by the authorized signatories;
  11. An acknowledgment issued from the company and an undertaking to withdraw such benefits and guarantees as stipulated in the applicable Investment Law, if any;
  12. Payment receipt for the service; and
  13. Approval of the competent authorities if the purposes of the added company require obtaining certain approvals under the provisions of the applicable laws (prior approval).

For trust companies: Submission of the minutes of the extraordinary and ordinary general assemblies and the transformation agreement after being approved by the authority. Then, the transformation agreement shall undergo three steps: ratification at Bar Association, certification by the notary public, and registration with the commercial registry.

For partnerships: After obtaining the approval of the Financial Supervisory Authority (FSA), the transformation agreement shall be submitted. Then, the transformation agreement shall undergo three steps: ratification at Bar Association, certification by the notary public, and registration with the commercial registry.

After reading this article, we hope that you can fully understand now, how you can transform your company from the law no. 72 of 2017 to Law 159 of 1981

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.