Main contributions of the Law n° 19-20

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In the continuity of the efforts made by Morocco for the modernization of the legal arsenal in corporate law, the law n°19-20 has been promulgated in the Official Gazette ” BO ” N°7006 of July 22, 2021 in order to modify and complete the law 17-95 on public companies and the law n° 5-96 on the partnership, the limited partnership, the partnership limited by shares, the limited liability company and the joint venture company, published.

The main changes in the law are based on the following points:

Main News Changes made
Law 17-95 on Public Companies “SA
1. The representation of women and men in the Board of Directors and supervisory board of Publicly listed company.

 

Articles: 39, 83, 105-1, 105-2, 105-3, 105-4 and 105-5

 Publicly listed company must ensure

  • 30% representation of women as of January 1, 2024
  • 40% representation of women as of January 1, 2027

 

  1. In the event of non-compliance with these provisions, directors’ fees may not be paid to members of the Board of Directors or the Supervisory Board until their composition is regularized.
  2. In the case of a Board of Directors or Supervisory Board composed of no more than 8 members, the difference between the number of members of each sex may not exceed two (2).
  3. The technical committees provided for in articles 51, 76 and 106 bis of law n°17-95 must include at least one representative of each sex
2. Improving the financing capacity of public companies by facilitating the use of bonds

 

Articles: 293, 294, 296 and 298

Companies with less than two years of existence may issue bonds provided on condition:

  • That the capital is fully paid up;
  • That the issue be preceded by a verification of the assets and liabilities by an auditor;
  • That the placement of the issue be made exclusively with qualified investors as defined by the laws and regulations in force.
3. Involvement of delegated general manager and shareholders in the obligation to communicate regulated agreements to the Chairman

 

Article: 58

 The delegated general manager and the shareholders concerned are also required to inform the Chairman of the Board as soon as they become aware of a regulated agreement and may not take part in the vote on the authorization requested.
4. Clarification of Articles 300 to 302 of the Public Limited Companies Act concerning the representative of the bondholders’ group ;

 

Articles: 300, 301, 301-bis and 302

 The provisions of articles 300 to 302 of the law, relating to the representative of the body of bondholders, have been repealed and replaced by other articles aimed, among other things, at strengthening the role of the representative of the body of bondholders by clarifying :

  • the criteria for its appointment and the qualities required for its appointment (must justify financial and legal expertise while being independent of the company)
  • the terms of its remuneration
  • its mission (drawing up, if it deems it necessary, 15 days following each anniversary date of the bond issue, a report for the bondholders describing, in particular, the actions and diligence carried out in the context of its mission to safeguard the interests of the bondholders)

 
5. Introduction of a rotation system for auditors ;

 

Article: 163

 Establishment of a rotation system for the renewal of the mandate of the auditors within Publicly listed companies for a period not exceeding 12 years with a void period of 4 years following the end of their mandate
6. Extension of the scope of the provisions allowing remote meetings by means of videoconferencing to all decisions

 

Articles: 50, 110, 111 and 131-bis

 Possibility of recourse, in a general way, to the means of videoconference for the remote holding of all the meetings of the bodies of governance of the Public Companies as well as their General Assemblies in the respect of the provisions of article 50 bis of the law 17-95.

Unless otherwise provided for in the articles of association. These are inapplicable when exceptional circumstances require it and are declared by the public authorities.

 

Any shareholder may also vote by correspondence using a form, when exceptional circumstances require it and are declared by the public authorities, in accordance with the laws and regulations in force.

 
7. Introduction of the obligation to hold meetings of the Board of Directors and the Supervisory Board at least twice a year

 

Articles: 73 and 90-bis

 The Chairman of the Board of Directors and the Supervisory Board must convene the boards at least twice a year.
8. Repeal of Title XV: on the simplified publc company between companies

 

Articles: Title XV (425 to 440)

 The provisions relating to the simplified public company between companies have been repealed and replaced by the creation of a new form of company
Law 5-96 on the partnership, the limited partnership, the partnership limited by shares, the limited liability company and the joint venture company
9. Institution of a new form of public company called “Société par Action Simplifiée

Articles: Title III bis (articles 43-1 to 43-15).

 Introduction of the simplified public company and the simplified public company with a sole shareholder a type of company that favors contractual freedom and introduces flexibility in the operation and management of the company.

 

The legal system of the check in Morocco

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A check is an instrument by which the drawer disposes of his funds deposited with the drawee (which must be a bank), by making sight withdrawals, either to himself or to the beneficiary.

The check puts in relation three persons, namely:

  • The drawer: the person who issues the check;
  • The drawee: the bank that must pay;
  • The beneficiary: the person who must receive the payment

1– Conditions for the creation of the check:

The check, like all commercial instruments, is a written document subject to the formalities of the law of exchange relating to the information it must contain.

The check must contain a certain number of mandatory statements:

  • Name: The cheque must contain the word “cheque”, inserted in the text of the document itself and expressed in the language used for the drafting of the document.
  • Mandate for payment of a specific sum: According to paragraph 1 of article 239 of the commercial code, the sum is generally written in letters and figures. In the event of differences between the two mentions, it is the sum carried in letters which prevails.
  • Name of the drawee: This is the name of the banking institution.
  • Place of payment: The check must indicate the place where it is payable.
  • Date and place of creation: The cheque must bear an indication of the place where it is established as well as the date of the day it is written.
  • Name and signature of the drawer: The person who issues the cheque must sign it. The signature must be handwritten.

2- Payment of the check:

a) Presentation for payment:

The presentation for payment of the check can be done from the day of the issue since it is payable at sight. The bearer has a certain period of time during which he must present the check for payment or lose his right to recourse to the exchange.

The time limits are 20 days from the date of issue for checks issued in Morocco, and 60 days for checks issued abroad.

After the expiry of the presentation period, the drawee is still required to pay the bearer under penalty of a fine of 5,000 to 50,000 dirhams.

b) Limitation periods:

Article 259 of the Commercial Code provides for three limitation periods depending on the parties involved:

  • For the actions of the bearer against the endorsers, the drawer and the other debtors, the limitation period is 6 months from the expiration of the presentation period;
  • For actions of the various obligees against each other, the limitation period is also six months from the day on which the obligee has repaid or from the day on which he himself has been sued;
  • Finally, for the action of the bearer against the drawee, the limitation period has become one year from the expiration of the presentation period.

After this period, the bank may refuse payment of the check, but the claim is not extinguished and the bearer retains recourse against the signatory.

The check will then be considered as an acknowledgement of debt that can be used as evidence to initiate an action for payment.

c) Blocking the payment of a cheque:

According to Article 271 of the Commercial Code, the drawer may only block the payment of the check, and thus prevent payment of the check given to its seller, in the following cases:

  • Loss of the check;
  • Theft of the check;
  • Fraudulent use of the check;
  • Forgery of the check;
  • Declaration of the bearer in a state of receivership or judicial liquidation

The drawer must immediately confirm his opposition to payment in writing and support this opposition with any useful document.

Domiciliation in Morocco

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The domiciliation of the company is a fixed-term contract by which the domiciliary puts the head office of his company at the disposal of a physical or legal person called domiciled to establish the head office of his company.

In general, the company’s activity is not necessarily based in the address of the domiciliation, it will only be an address for correspondence with administrations and third parties.

The law n°89-17 modifying and completing the law n°15-95 forming the Commercial Code has established a complete legal framework for the relationship between the domiciled person and the domiciliary, in particular articles   544-1 to 544-11, in order to fill the legal vacuum and the obsolete regulations of the instruction n° 1421 of the Ministry of Justice of 2003.

The law provides that any physical person may use the address of his or her residential premises for the exercise of a commercial or professional activity, provided that there is no legislative provision to the contrary and that the exercise of such an activity is personal and does not require the reception of either customers or goods.

The major innovation is that the domiciliation contract is concluded for a renewable period by tacit agreement, and established according to a model set by regulation.

However, the law prohibits the domiciliation of legal entities with their registered office in Morocco and also prohibits the choice of more than one domiciliation office (physical person or legal entity).

In this context, the parties involved in the domiciliation contract are required by the following obligations under Articles 544-4 and 544-6, under penalty of liability:

  • The obligations of the direct debit agent:
    1. To provide the person domiciled with premises equipped with means of communication;
    2. Ensure the identity of the person domiciled;
    3. Keeping documents relating to the company’s activity and the obligation to update them;
    4. Keep documents that can identify the person domiciled for at least five years after the end of the domiciliation relationship;
    5. Maintain a file on each resident containing authentication documents;
    6. Ensure that the domiciliary is registered in the trade register within three months of the date of conclusion of the domiciliation contract;
    7. Communicate to the services in charge of taxes and the General Treasury of the Kingdom, and if necessary, the Customs Administration, the list of persons domiciled during the past year and this, before the date of January 31 of each year;
    8. Notify the tax authorities and the General Treasury of the Kingdom, and where applicable, the Customs Administration, within a period not exceeding fifteen days from the date of receipt of the registered letters sent by the tax authorities to the persons domiciled, of the impossibility of delivering them;
    9. Inform the clerk of the competent court and the tax services and the General Treasury of the Kingdom, and if necessary, the Customs Administration, of the end of the direct debit contract or its early termination within one month of the date of termination;
    10. To communicate to the judicial commissioners and the public debt collection services with a mandate of execution, the information likely to enable them to contact the person domiciled;
    11. To ensure the confidentiality of information and data relating to the person concerned.

In the event of failure to comply with certain obligations set out above, the domiciliary shall be jointly and severally liable for the payment of taxes and duties relating to the activity carried out by the domiciliary.

 

  • The obligations of the domiciled person:
  1. Make a declaration of any change to the domiciliary;
  2. Give the domiciliary all the registers and documents provided for in the legislative and regulatory texts in force and necessary for the performance of its obligations;
  3. Inform the domiciliary of any probable dispute or matter in which the domiciliary is involved in relation to its business activity;
  4. Inform the clerk of the competent court and the tax authorities, the General Treasury of the Kingdom and, if applicable, the Customs Administration, of the termination of the domiciliation within one month of the date of the end of the contract or its early termination;
  5. To give a power of attorney accepted by the domiciliation contract to receive all notifications on its behalf;
  6. Mention his status as a domiciliary of the domiciliary in all his invoices, letters, order forms, price lists, prospectuses and all commercial documents intended for others.
  • Offences and fines :

 

Legal reference of the offence Nature of the offence Amount of fine
Art 544-9 Failure to declare the activity (receipt required before starting the activity) Between 10.000 and 20.000 DH
Art 544-10 Non-compliance with the provisions of Article 544-6

 

 Between 5.000 and 10.000 DH
Art 544-11 Non-compliance with the provisions of Articles 544-4 and 544-8 Between 10.000 and 20.000 DH

The elections of the employee delegates

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Following the launch of the Election of delegates employees 2021, which are scheduled to take place between 10 and 20 June 2021, all establishments with 10 or more employees are required to organise employee delegate elections in accordance with the provisions of the Labour Code.

However, workplaces with fewer than ten permanent employees may adopt the system of an employee representative by written agreement.

The employee delegates are the employees’ spokespersons to the head of the company, and their tasks are:

  • To represent the staff before the employer and to inform him of individual complaints relating to working conditions arising from the application of labour legislation, the employment contract, the collective labour agreement or the internal regulations;
  • To refer these complaints to the labour inspector in the event that disagreement persists;

The employee delegates are elected for a fixed term of six years by the company’s employees of both sexes, divided into two colleges, labourers and employees on the one hand and managers and similar staff on the other.

  1. Establishment of electoral lists

The employer is obliged to draw up and post the electoral lists of all employees who meet the conditions listed in article 430 of the Labour Code by 30 April 2021 at the latest. These lists must be signed jointly by the employer and the labour inspector.

Within eight days of the posting of the electoral lists, any employee may request his or her registration, as well as the registration of an omitted voter or the removal of a person who was wrongly registered, from 30 April 2021 to 7 May 2021.

The employer is obliged to respond to employees’ complaints about the electoral lists within 10 days, from 30 April 2021 to 9 May 2021, and these complaints are recorded in a register made available to the voters by the employer, which indicates the outcome of the complaints.

The employees must lodge an appeal against the electoral lists by means of a petition registered free of charge at the court of first instance against the electoral lists from 10 May 2021 to 17 May 2021.

  1. Collection of Nomination Lists

The Candidates must file nomination lists, against receipt, with the employer who must sign a copy between 18 May 2021 and 01 June 2021.

  1. Constitution of the electoral commission and polling station

Following the collection of the lists of candidates, the electoral commission is established, composed of the employer or his representative and a representative of each of the lists of candidates.

This commission is in charge of studying and verifying the lists of candidates and to designate the members of the polling station or stations. The mission of the polling station is mainly to ensure the smooth running of the election.

The employer is required to post the lists of candidates in the places provided for this purpose in accordance with Article 455 of the Labour Code, and this from 02 June 2021 until 09 June 2021.

  1. Organization of the electoral operations.

The employer is obliged to proceed to the elections of the employees’ delegates between 10 June 2021 and 20 June 2021, by proportional representation according to the rule of the highest average and by secret ballot.

The results of the elections are validly proclaimed in the first round when the number of voters is at least equal to half of the registered voters. Otherwise, if the number of voters is less than half of the registered voters, a second round of voting is organized within a maximum of 10 days.

The results of the elections are posted after the counting of the votes in the places provided internally for this purpose.

In conclusion, it is to be reminded that the employer is obliged to organize the elections of the staff delegates in the modalities and conditions presented above, the non-respect of this obligation subjects the employer to a fine of 25.000 to 30.000 dirhams, doubled in case of recidivism.

THE LABOR INSPECTORATE

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The role of the labor inspectorate is defined by the Labor Code, in particular Book V (articles 530 to 548).

1.Labor inspector

In Morocco, labor inspectors are State officials, and their powers derive from the control mission assigned to them in accordance with Article 539 of the Labor Code, “the agents in charge of the labor inspection establish, by means of official reports which are valid until proven otherwise, the infractions of the provisions of the Labor Code and the regulations adopted for its application”.

The agents in charge of the labor inspection are :

    • labor inspectors and controllers
    •  inspectors and controllers of social laws in agriculture,
    • medical inspectors of work,
    • engineers in charge of safety

2.Missions of the Labor Inspector

Labor inspectors are in charge of several missions, including

  1. Ensuring the application of legislative and regulatory provisions relating to work;
  2. Provide information and technical advice to employers and employees on the most effective ways to comply with the legal provisions;
  3. To report to the governmental authority in charge of labor the deficiencies or violations of certain legislative and regulatory provisions in force;
  4. to attempt conciliation in matters of individual labor disputes […]”.

Therefore, labor inspection officers may, among other things:

  • Enter freely the establishments subject to their control
  • Interview all personnel as well as the employer
  • Request communication of all books, registers and documents whose keeping is prescribed by the legislation relating to work, in order to verify their conformity with the legislative provisions and to make copies or take extracts and address observations or formal notices to the employers with deadlines in case of violation of the legislative or regulatory provisions relating to hygiene and safety

And to enable them to ensure the application of social legislation, the legislator has provided the agents in charge of the labor inspection with certain legal tools. To this end, the said inspectors can carry out inspection visits, make observations and, if necessary, issue formal notices with or without delay and official reports against recalcitrant employers.

3.Scope of intervention of the labor inspector

The labor inspector has the power to intervene with employees and industrial, commercial, agricultural, artisanal and liberal professions establishments subject to the Labor Code.

The doctors and engineers in charge of the labor inspectorate each intervene within the limits of their specialty.

In conclusion, the inspector must always make sure that the establishment he or she intends to inspect is subject to the Labour Code or that it does not fall under the jurisdiction of other specific control systems.

SERIOUS MISCONDUCT

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A permanent employment contract may be terminated at any time, either at the employee’s initiative, by resignation, or at the employer’s initiative, by the implementation of a dismissal procedure.

The dismissal must necessarily be motivated, under penalty of being requalified as an unfair dismissal.

However, the reason for the dismissal must be both real, the facts must be accurate and verifiable, and serious: the facts must be sufficiently serious for the dismissal to be inevitable.

In the absence of a legal definition, serious misconduct can be defined as a violation of the rules established by the internal regulations, the seriousness of which makes it impossible to maintain, without damage of the employment relationship.

Indeed, the article 39 of the new Moroccan labor code only provides an indicative list of what may constitute a serious misconduct.

Dismissal must, under penalty of being qualified as abusive by the judge, comply with a strict formalism framed by provisions that are of public order, even if the reason is valid.

The procedure for dismissal for serious misconduct:

1.Prior Interview

The labor code provides that the employee must be convene to an interview in order to be an heard by the employer, in the presence of the employees’ delegate or the union representative or another employee of the company, whom he chooses himself. This interview must be held within a period that doesn’t exceed starting eight days from the date of the observation of the fault.

During this interview, the employer draws up a report which must be signed by both parties and a copy of which is given to the employee.

In case of refusal of the employee to sign the report or to take it, the employer must obligatorily resort to the labor inspector.

2.Notification of the dismissal

The decision to dismiss must be notified to the employee in person against receipt, by registered letter with acknowledgement of receipt or through a bailiff, within forty-eight hours following the date on which the decision to dismiss was taken.

However, the letter of dismissal must indicate the reasons justifying the dismissal of the employee, the date on which the employee was heard, the period during which the decision can be contested before the competent court.

3.Submission of documents to the labor inspector

A copy of the dismissal decision must be sent to the labor inspector, and must include the reasons for the employee’s dismissal, the date on which he was heard, and be accompanied by a copy of the minutes of the interview with the employee.

Despite the seriousness of the acts of which employee is accused, any failure to comply with the dismissal procedure as described above shall result in the dismissal being considered as abusive, thus entitling the employee to all dismissal indemnities, detailed as follows:

1.Severance pays

Based on the average salary received during the 52 weeks preceding the end of the contract multiplied by the indemnity for each year or fraction of a year worked.

Range of years worked  Allowances for each year worked
First five years of seniority 96 hours of salary
Period of seniority from 6 to 10 years 144 hours of salary
Period of seniority from 11 to 15 years 192 hours of salary
Period of seniority exceeding 15 years 240 hours of salary

2.Damages and interest

1.5 months of salary for each year of seniority, capped at 36 months of salary.

3.Notice period

4.Compensation for unconsumed leave

COMMERCIAL SIGN

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The commercial sign is obligatorily a sign or an appellation which is used to identify and locate geographically a commercial establishment, and which makes it possible to distinguish it from the other commercial establishments.

1.Condition of attribution of a commercial sign :

To be attributed, the requested name must meet the following criteria :

  • The name requested must not be contrary to public order and good morals (It is forbidden to use words contrary to public order and good morals or terms suggesting that the business is engaged in illicit activities).
  • The name requested must not be confusing.

The name must not already be in use.

  • It must not be confusing with an existing trademark.
  • It must not imply that it is a public body or a partner of an international organization.

2.Obtaining a commercial sign :

The Central Register of Commerce held by the OMPIC issues a negative certificate attesting to the availability of the requested commercial name (name, sign and acronym if applicable). (Article 33 paragraph 2 of the Commercial Code).

The negative certificate is dematerialized. It is identified by a unique number, and does not require a stamp or signature.

3.Obligation of registration in the trade register :

Any sign and elements stipulated in article 74 of the Commercial Code whose beneficiary will not have made the registration in the Trade Register within ninety (90) days from the date of issue of the negative certificate, by the Central Trade Register service, cannot be registered in the Trade Register.

Merchants wishing to have a commercial sign must mention it in their declaration of registration in the Commercial Register. (Article 42 paragraph 9 of the Commercial Code).

4.Formalities for registration in the commercial register :

In order for the commercial sign to be valid, it is indispensable to register it in the commercial register. To do so, the person concerned must present to the clerk of the commercial register office the negative certificate dated less than ninety (90) days, as well as the declaration (model 4) in three signed and legalized copies.

The commercial sign is protected only on a local radiation. This protection is also limited to the field of activity of the commercial establishment.

 

Written by Nezha BELKHADIR Legal Manager

The carrying of shares

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The carrying of shares is the agreement by which, the bearer acquires the shares at the request of the principal, it being expressly agreed, that after a certain period of time, theses shares will be retroceded to a designated beneficiary who can be either a third party or the principal himself and for a price agreed in advance.

The carrying agreement allows, on one hand, to discharge the principal of the ownership of the shares for a determined period by transferring them to the bearer, and on the other hand, to assure the principal a certain control on the shares during the duration of the carrying, as well as their appropriation at the end of this period.

1.The parts of the carrying agreement :

  • The principal : This is the shareholder who will transfer all or part of his shares to the bearer ;
  • The bearer : This is the assignee of shares transferred by the principal;
  • The beneficiary of the agreement : This is the person who the bearer will retrocede the acquired shares at the request of the principal, who can be either a third party or the principal.

2.The objectives of the carrying of shares :

  • The principal can use the carrying of shares because he doesn’t have sufficient liquidity to own the shares ;
  • The carrying of shares can also be a solution for the conflicts between the shareholders in the management of the company ;

In this situation, the carrying agreement consists in transferring the property of a part of the shares to a trusted third party who will play the role of arbitrator until the resolution of the dispute ;

  • The principal can also use the services of a bearer if he doesn’t want to reveal immediately his identity of the shareholder of the company.

3.The steps to implement the carrying agreement

  1. The conclusion of the agreement : The carrying agreement is concluded between the principal and the bearer. The purpose of this agreement is to determine and fix the relations of the parties during the duration of carrying ;
  2. The acquisition of shares by the bearer : The bearer buys the shares from a third party or from the principal himself, and then becomes a shareholder of the company, in accordance with the conditions initially agreed between the parties ;
  3. The carrying of shares : During the carrying of shares provided by the agreement, the bearer exercises all the prerogatives attached to the status of shareholder ;
  4. Transfer of shares to the final buyer : The bearer will retrocede the shares to the final buyer at the price fixed in advance in the contract. The final purchaser can be the principal or a third party defined in the carrying agreement.

 

Written by Nezha BELKHADIR Legal Manager

Sell of the business goodwill

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The business must be made up of customers and ridership. It also includes, all other goods necessary for the exploitation of the business such as the commercial name (sign), the right to lease, the commercial furniture, the merchandise and the tools.

1.The contract of sale

Any sale or transfer of a business goodwill as well as any contribution to a company or any allocation of a business by sharing or auction is recorded by a contract in the authentic form or under private signature. The contract must meet the conditions of substance, in this case, consent, capacity, object and cause and must mention obligatorily the elements stipulated in article 81 of the commercial code:

1) the name of the seller, the date and the nature of his act of acquisition, the price of this acquisition by specifying distinctly the prices of the intangible elements, the goods and the material;

2) the state of the inscriptions of the privileges and pledges taken on the fund;

3) if applicable, the lease, its date, its duration, the amount of the current rent, the name and address of the lessor;

4) the origin of ownership of the business goodwill.

In the event that one of the above mentions does not appear in the contract or is incorrect, the purchaser may request the cancellation of the contract if the absence of this mention or its inaccuracy has been prejudicial to him.

In both cases, the action must be brought within a maximum period of one year from the date of the contract.

The amount of the sale is deposited with an organization duly authorized to hold deposits.

2.The formalities of registration and deposit at the trade registry

In order for the transfer of the business goodwill to be validated, it must be registered.

Indeed, the law requires the registration of any contract related to a transfer of ownership, whether it concerns real estate, a business or a lease. The sale of a business goodwill is subject to the rules of common law, its registration must be made with the tax authorities within one month of its signature and it must be filed with the clerk’s office of the commercial court within fifteen days of its date.

3.Publicity formalities

The sale of the business goodwill must be subject to the formalities of publicity in accordance with the legal requirements of the Commercial Code. This publicity allows non-registered creditors to make themselves known and to act to make their rights known.

An extract of the sale contract is published in full and without delay by the secretary registrar, at the expense of the parties, in the Official Bulletin and in a newspaper of legal announcements. This publication is renewed by the purchaser between the eighth and the fifteenth day after the first insertion.

 

Written by Nezha BELKHADIR Legal Manager

Remuneration of directors in a public limited company

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The compensation of directors of public limited companies (corporate officers) is governed by the legislation governing public limited companies (the provisions of Law 17-95 on public limited companies).

The directors legally appoint any member of the administrative, management and executive board. In the case of public limited companies, this includes members of the board of directors, including the Président, General manager and deputy General Manager, whether or not they are directors.

1. Corporate office only

Although the law does not impose the remuneration of a corporate officer, it allows :

  • The allocation of directors’ fees as compensation for their presence on the Board, which the Board distributes among to its members in the proportions it deems appropriate.

It should be noted that directors may not receive any other compensation from the company in this capacity. Any clause to the contrary is deemed unwritten and any deliberation contrary to these provisions is null and void.

However, the Board may allocate exceptional compensation to certain directors for the missions and mandates entrusted to them on a special and temporary basis. (This option is subject to the provisions relating to regulated agreements: agreement between a corporation and one of its directors).

  • To receive compensation set by the Board of Directors for the duties of General Manager ;

However, the mandate given by the Board of Directors may provide for and set, in favor of the General manager, in the event of revocation of his mandate, an indemnity that is not in the nature of a salary, but which is taxable as a salary.

2. Combination of a corporate office and an employment contract

The combination of a corporate office and an employment contract is authorized by law for members of the Board of Directors and the General manager.

An employee of the company may only be appointed as a director if his or her employment contract corresponds to an actual job. He does not lose the benefit of this employment contract. Any appointment made in violation of these provisions is null and void.

However, the number of directors bound to the company by employment contracts may not exceed one-third of the members of the Board of Directors.

A director who is at the same time an employee of the company must thus perform two distinct and independent missions, one in his capacity as an employee and the other as a representative of the company.

To carry out under a subordination link real salaried functions that are truly distinct from those of a corporate officer, and that each of the two functions be subject to its own remuneration.

In addition to his capacity as a corporate officer, the General manager  may also be bound to the company by an employment contract. As for the director, the functions of “Employee” must be real, truly distinct from those of corporate officer, be exercised under a subordinate relationship and be subject to special compensation.

 

Written by Nezha BELKHADIR Legal Manager