Capital and Losses

• Submit the application and the required documents through the Department’s electronic services.

• Hold an ordinary or extraordinary general assembly meeting, as applicable to the requested procedure, ensuring compliance with the statutory quorum requirements for convening the meeting and adopting resolutions in accordance with the law.

• Obtain approval from the regulatory and licensing authorities where required for the amendment.

• Obtain the approval of His Excellency the Minister for amendments to the Memorandum of Association and Articles of Association.

• Where the amendment requires approval from official authorities, the Department shall communicate electronically with the relevant authorities to obtain the necessary approvals, unless the applicant is required to submit prior approval.

• The company’s authorized capital must be paid up within three (3) years from the date of registration or the date of the capital increase, as applicable. Upon expiry of the statutory period, the authorized capital shall automatically be reduced to equal the company’s subscribed capital.

• The company must file its financial statements within four (4) months following the end of its financial year, obtain their approval, and elect an auditor for the following financial year. Where the company prepares consolidated financial statements, it must also attach the separate financial statements, with the general assembly’s approval of each set of statements.

• If the company’s general assembly fails to elect an auditor, or the elected auditor declines to undertake the engagement, a replacement auditor shall be appointed.

• Upon expiry of the statutory period prescribed by law, the procedures for reducing the company’s capital shall be completed.

First: Documents Required to Schedule the General Assembly Meeting

The following documents must be submitted to schedule the meeting:

• Notice of the general assembly meeting, including the agenda.

• A declaration by the Chairman of the Board of Directors regarding the call for the meeting, in accordance with Form No. (5).

Second: Documents Required to Implement the Requested Amendment Following the Meeting

The following documents must be submitted to implement the requested amendment after the meeting has been held:

• Minutes of the ordinary general assembly meeting approving the budget, in accordance with Form No. (1).

• Minutes of the extraordinary general assembly meeting adopting the requested amendment, in accordance with the form prescribed for each of the following cases:

  • Increase of the company’s capital: Form No. (2).

  • Reduction of the company’s capital: Form No. (3).

  • Write-off of losses: Form No. (4).

  • Restructuring of the company’s capital: Form No. (5).

• A proxy authorization form, where a proxy is appointed or authorization is granted to attend the general assembly meeting of a public shareholding company, in accordance with Form No. (21).

• A declaration by the Chairman of the Board of Directors where the meeting is held electronically or attendance is less than 100%, in accordance with Form No. (6).

• The amended Memorandum of Association and Articles of Association.

• An undertaking signed by the Chairman of the Board of Directors and the Board Secretary, confirming that no amendments have been made to the company’s Memorandum of Association or Articles of Association other than those specified in the attached minutes, under their own legal responsibility, in accordance with Form No. (23).

• A letter from the company’s auditor specifying the requested amendment, in accordance with the applicable forms numbered (6–19), as appropriate to the case.

• A letter from the Securities Depository Center confirming that the company has completed the subscription process with the Center, in cases of capital increase, together with a covering letter from the company.

• A letter of apology and nomination/election of the company’s auditor, in accordance with Form No. (20).

• Any additional approvals or documents required by the Department or the competent authorities, depending on the nature of the amendment.