Sole Company:

(How to establish it ):

Any natural or legal person may, if one of his purposes establishing the company, establish a sole company

A company that takes the same provisions as the company with limited liability .

It is prohibited for sole company to establish another company of sole companies.


The minimum capital is fifty thousand pounds and must be paid in full at the establishment.

The company’s share capital may be an in-kind or moral share and is estimated by experts. In case of cheating, either the owner of the company completes the amount or the capital of the company is reduced to the extent that it was cheated provided that the minimum capital is not less than fifty thousand pounds

(Jurisdiction of the founder):

The founder of the company has all the authorities related to the management of the company and does all the work required to achieve its purpose in addition to the following:

  1. The founder of the company shall be entitled to amend the company’s memorandum of association.
  2. Dissolution of the Company and its liquidation in accordance with the provisions of Law No. 159 of 1981 for its regulation.
  3. Merger of the company in another or with it.
  4. Increase the company’s capital or a reduction of not less than the minimum amount of fifty thousand pounds.
  5. The founder of the company has the right to appoint one or more managers for the company and determine its terms of reference and powers and ask the manager or managers about the management of the company before its founder and the judiciary and others, according to its specialties.
  6. Remove the company manager or restrict his powers and specializations.

All previous procedures shall not be effective in third parties except from the date of registration of the company in the Commercial Register

(Founder’s responsibility):

The founder of a sole company is not asked about the company’s debts except within the limits of its capital.

However, an exception to this is that the founder of the sole company is liable for all his money about all debts of the company in case of one of the following cases:

  1. If he intends to liquidate the company or stop its activities before the expiry of its term or achieving its purpose.

2 If he does not separate between his independent financial assets and financial liability of the company.

  1. If contracts or actions are draw up by the company name but it is not required to establish the company.

(The founder’s conduct in the entire capital of the company):

The founder of the sole company shall be liable in case of dispose the entire capital of the company to another natural or legal person by taking the procedures of amending the company’s data and the commercial register within a period not exceeding (90) days from the date of disposal as follows:

1- To notify the General Authority of Investment before fifteen days from the desire to dispose of the entire capital of the company

  1. If the disposition of the company for a legal person of public law, it shall require the approval of the Prime Minister or the competent Minister.
  2. The act shall not be prohibited from the business.
  3. The disposition shall not prejudice the obligations of the Company vis-à-vis creditors or third parties.
  4. Declaring disposition within (90) days in the event that the Authority does not reject the disposal of the entire capital of the company.
  5. Modifying the company’s data in the name of the new owner and complying with all obligations based on the company

(Responsibility of the Company Manager):

  1. Adhere to the attention of the diligent man in the exercise of its competencies.
  2. No other company may be managed if it is engaged in the same activity of the Company or one of its branches.

3.He shall not contract with the company he manages for his account or for the account of others or for the exercise of the activity it is engaged in the same activity of the Company.

(Dissolution of the company):

The sole company shall dissolve and its legal personality shall terminate in the following cases:

  1. In case of losing half of the capital of the company unless the owner decides to continue to practice the activity.
  2. In the case of the expiry of the legal person of the company founder
  3. In case of interdiction of capacity of the founder or disqualifications
  4. Death of the founder of the company, unless the company becomes one heir or if the heirs choose the continuation of the company and complies with its conditions within six months from the date of death.
CategoryCorporate Law
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