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General Provisions

BOOK II. BUSINESS ORGANISATIONS
TITLE I. GENERAL PROVISIONS

Art. 210. – Business organisation defined.

1.    A business organisation is any association arising out of a partnership agreement.
2.    Any business organisation other than a joint venture shall be deemed to be a legal person.

Art. 211. – Partnership  agreement.

    A partnership agreement is a. contract whereby two or more persons who intend to join together and to cooperate undertake to bring together contributions for the purpose of carrying out activities of an economics nature and of participating in the profits and losses arising out thereof, if any.

Art. 212. – Different business organisations.

1.    There are six forms of business organisations under this Code:
a.    ordinary partnership;
b.    joint venture;
c.    general partnership;
d.    limited Partnership;
e.    share company;
f.    private limited company;

2.    Special provisions applicable to cooperative organisations may be prescribed.

Art. 213. – Commercial business organisations.

1.    Any business organisation other than an ordinary partnership may be a commercial business organisation within the meaning of Art. 10 (1) of this Code.
2.    Where a commercial business organisation is created in the form of an ordinary partnership or where the form of the organisation is not specified, the commercial business organisation shall be deemed to be a general partnership.

Art. 214. – Formation to be in writing.

    The formation of any business organisation other than a joint venture shall be of no effect unless it is made in writing.

Art. 215. -Vow provisions.

1.    Any provision giving all the profits to one partner shall be of no effect.
2.    Any provision relieving one 01′ more of the partners of his share in the losses shall be of no effect.

Art. 216 – Agents.

1.    A business organisation shall acquire rights and incur liabilities by its agents in accordance with the provisions relating to agency.
2.    A business organisation shall act in legal proceedings by its agents.
3.    Any summons to be served on a business organisation shall be served at the head-office.

Art. 217. – Dissolution under the law or by agreement.

    Any business organisation shall be dissolved:
a.    where its purpose has been achieved or cannot be achieved;
b.    where the partner agree to dissolution prior to the expiry of the term for which the busine!18organisation was formed;
c.    where the term for which the business organisation was formed expires, unless the partners agree to continue the business organisation.

Art. 218. – Dissolution by the court.

1.    Notwithstanding any provision to the contrary, a business organisation may be dissolved for good cause by the court on the application of a partner.
2.    There shall be good cause in particular where a partner seriously fails in his duties or becomes through infirmity or permanent illness or for any other reason incapable of carrying out his duties or where disagreement exists between the partner.

Art. 219. – Publicity.

1.    Any business organisation other than a joint venture sha11 be made known to third parties.
2.    Such publicity shall be made:
a.    by a notice published in a newspaper empowered to publish legal notices; and
b.    by the deposit of two copies of the documents provided: in Art. 221 with the official in charge of the commercial register; and
c.    by registration in the commercial register.

Art. 220. – Publication of notice.

    A notice under Art. 219 (2) (a) shall be published in a newspaper empowered to publish legal notices circulating at the place where the heed-office is situate.

Art. 221. –Deposit of documents

1.    A deposit under Art. 219 (2 (b) shall be made with the official in charge of the commercial register at the place where the head-office is situate.
2.    Two copies of the memorandum and all complementary documents, if any, shall be deposited.
3.    The official shall keep one copy of the documents deposited and shall send the second copy to the Department of the central commercial register provided in Art. 90 of this Code.
4.    Any person may, on payment of the prescribed fee, require the official in charge of a local or of the central commercial register to deliver to him a copy of all entries relating to a business organisation.

Art. 222. – Registration.

1.    The application for registration in the commercial register shall be deposited with the documents specified in Art. 221.
2.    The provisions of Art. 95-99 of this Code shall apply. The official in charge of the register shall examine whether the legal conditions relating to the formation of the business organisation have been fulfilled.

Art. 223. – Effect of publicity.

A business organization shall have no legal existence nor personality until all the provisions of this Code relating to publicity have been complied with and registration is published in accordance with Art. 87 of this Code.

Art. 224. – Modifications.

1.    Any modification in the memorandum of association shall be deposited.
2.    Any modification of a fact published and registered, shall be published and the entry shall be corrected in accordance with Art. 108 of this Code.

Art. 225. – Branches.

1.    Where a business organization comprises branches or agencies situate in places other than the place where the head-office is situate, the provisions of this Code relating to publicity shall be complied with in each place where a branch or agency is situate.
2.    Registration in the commercial register shall be made by way of summary registration and shall refer to the principal registration.
3.    A summary registration shall contain the same particulars as a principal registration and shall show the address of the branch and the name of the manager of the branch.

Art. 226. – Cancellation of registration.

    Where a business organisation is dissolved and wound-up, the liquidators shall apply for the registration of the business organisation in the commercial register to be cancelled. The business organisation shall have no legal personality after cancellation has been published in the Official Commercial Gazette.