Limited Liability Company (SARL) in Morocco

The general partnership, the simple limited partnership, the partnership limited by shares, the limited liability company and the undisclosed partnership, are governed by this Law And by the provisions of the dahir of the

9 ramadan

1331 (12 august 1913) formant code of bonds and contracts, in the extent or they are not contrary to the provisions of ladite law.

The provisions of articles 2, 3, 5, 8, 11, 12, 27, 31, 32,

136 to 138,

222 to 229,

337 to 348,

361 to

372 of Law No.° 17-95 relating to the joint stock companies apply to the companies referred to by this law, in the extent or they are compatible with the provisions which their are own.

Are commercial by reason of their form and whatever their corporate purpose, the companies referred to in Titles ii, iii and iv of this Law And acquire legal personality only from their registration with the commercial register. the regular conversion of the company in a company of another form does not entail the creation of a legal entity nouvelle. the same applies of the prorogation. are commercial the companies in participation of which the purpose is commercial.

The general partnership is a company of which all shareholders have trader status and are indefinitely and jointly and severally liable for the company's debts. the creditors of the company may not seek the payment of the company's debts against a shareholder, only after have unsuccessfully served with formal notice the company by act extrajudicial. the formal notice shall be consideree comme vaiif, in the eight days which the suivent, the company has not paye its debts or formed of the guarantees; this period may be extended by order of the president of the court, ruling in summary proceedings, an only times and for the same duration.

The general partnership is designated by a corporate name, which may include the name of one or more shareholders and which must be preceded or followed immediately by the wording general partnership. the indications provided in the paragraph preceding, as well as the statement of amount of the share capital, of the registered office and of the number registration with the commercial register must figurer in the acts, letters, invoices, notices, publications or other documents issued by of the company and intended for third parties.

Any person, which accepts, knowingly, that its name whether included to the corporate name is liable of the commitments of it, under the same conditions applicable to the shareholders.

The The articles of association must, under penalty of nullity of the company, be dated and indicate: 1° the first name, name, address of each of the shareholders or, if it is a legal entity, its name, form and registered office; 2° the constitution in form of general partnership; 3° the purpose of the company; 4° the corporate name; 5° the registered office; 6° the amount of the share capital; 7° the contribution of each shareholder and, if it it concerns of to contribution in kind, the valuation which it a been given; 8° the number and the value of the shares grantses to each shareholder; 9° the duration for which the company a been formed; 10° the first name, name, address of the shareholders or of the third parties pouvant engager the company, where applicable; 11° the court registry of the court or The The articles of association shall be filed; 12° the signature of all the shareholders.

All the shareholders are managers, unless provision contrary of The articles of association which may appoint one or more managers, shareholders or not, or provide for their appointment by an act subsequent. if a legal entity is manager, its managers are subject to the same conditions and bonds and encourent the same responsabilites civil and penale only if its etaient managers in their name own, without prejudice to the liability solidaire of the legal entity that its dirigent.

As between shareholders, and in the absence of the determination of its powers by The The articles of association, the manager may make any act of management in the interest of the company.

Where there is more than one manager, each separately holds the powers provided in the preceding paragraph, unless the right for each of opraise to any transaction before that it whether entered into. any agreement entered into between a company in not collectif and one of its managers must be subject to the prior authorisation to the shareholders.

It is prohibited to the manager of exercise any activity similar to it of the company, unless it whether authorised by the shareholders.

In dealings with third parties, the manager binds the company by the acts falling within the corporate purpose.

Where there is more than one manager, each separately holds the powers provided in the preceding paragraph. an objection made by a manager to the acts of to other manager is without effect to with regard to the third parties, unless it whether drawn up that its in have eu knowledge. the clauses statutorys limitant the powers of the managers who result of this article are unenforceable to the third parties. the managers are liable individually or jointly and severally towards of the shareholders of acts performed contrary to the Law No.or to The The articles of association of the company.

Decisions exceeding the powers granted to the managers are taken unanimously of the shareholders, unless provision contrary of The articles of association as regardscertain decisions.

The The articles of association may also provide that the decision, are taken by means of written consultation, if the meeting of to general meeting is not requested by one of the shareholders.

The management report, the inventory and the financial statements of the financial year drawn up by the managers are submitted for the approval of the shareholders' meeting, within the period of six months from the closing the said financial year. to this end, the documents referred to the paragraph preceding, the text of the resolutions proposed as well as, where applicable, the report of statutory auditors are communicated to the shareholders at least fifteen days before the meeting of the meeting provided in the paragraph preceding. pendant the period of fifteen days which precede the meeting, the inventory is required, at the registered office, available of the shareholders. the resolutions of the shareholders are consignees in a minutes, indicating the date and the place of the meeting, the first name and name of the shareholders present, the reports presented to the discussion and a summary of the debates, as well as the drafts of resolutions subject to the vote and the profit or loss of the vote. the minutes devra be signed by each shareholder present. if all the shareholders are managers, the provisions of the paragraph preceding apply only up toux decisions depassant the prerogatives reconnues to the managers.

In the event of written consultation, this is recorded to the minutes signed by the manager and accompanied by the response of each shareholder. any resolution, taken in violation of the provisions of this article, may be annulee.

The The articles of association set the conditions that must perform the shareholder which preside the general meeting.

Any clause contrary to the provisions of this article is deemed unwritten.

The shareholders not managers have the right, twice a year, to inspect at the registered office the books, inventory, financial statements, the management report and, where applicable, the report of statutory auditors and of the minutes of the meetings and of ask written questions on the management corporate, to which it must be repondu also by written. unless as regards the inventory, the right to inspect emrelates it of take copy. the right to inspect may be carried out with haside of to conseiller.

Any clause contrary to the provisions of this article is deemed unwritten.

The shareholders may appoint by majority of the shareholders, one or more statutory auditors. however, must appoint at least one auditor, companies whose turnover at the close of the financial year, exceeds the amount of fifty million of dirhams, excluding taxes. same if the seuil indique to the paragraph preceding is not atteint, the appointment of one or more statutory auditors may be requested by a shareholder to the president of the court, ruling in summary proceedings.

The provisions of Law No.° 17-95 on the joint stock companies relating to the appointment conditions of statutory auditors, in particular regarding incompatibilities, to their powers, to their obligations, to their liability, to their replacement, to their challenge, to their removal and to their remuneration are applicable to the general partnerships, subject to the rules specific to cellesci.

If all the shareholders are managers or if one or more managers chosen from the shareholders are appointed in The The articles of association, the removal of one of them of its duties may not be decided only by unanimous decision of the other shareholders. this removal entraithe dissolution of the company, unless its continuation whether provided by The The articles of association or that the other shareholders the decide to unanimity. the manager removed may alors decider of se retirer of the company in demandant the remboursement of its rights corporate, of which the value is determined to dire of expert designated by the parts and in the event of desaccord by the president of the court, ruling in summary proceedings.

Any contrary clause is deemed unwritten. if one or more shareholders are managers and are not designed by The The articles of association, each of them may be removed of its duties, under the conditions provided by The The articles of association or, failing this, by a decision of the other shareholders, managers or not, taken unanimously. the manager not shareholder may be removed under the conditions provided by The The articles of association or, failing this, by a decision of the shareholders taken by majority. if the removal is decided without juste reason, it may donner place to damages.

The shares are registered. they may be transferred only with the consent of all the shareholders.

Any contrary clause is deemed unwritten.

The transfer of the shares must be recorded in writing, under penalty of nullity. it is made enforceable to the company in the forms provided in Article

195 of the aforementioned dahir forming the Code of bonds and contracts. however, the signification may be replaced by the filing of a copy of the deed of transfer at the registered office, against delivery by the manager of to attestation of this filing to the deposant. it is not enforceable against third parties only after performedsement of these formalities and, in in addition to, after publication formalities with the commercial register.

The company is dissolved by the death of one of the shareholders, subject to the provisions below. if it has been stipulated that in the event of death of one of the shareholders, the company continues with its heirs or only with the shareholders surviving, these provisions are suivies, unless to provide that for devenir shareholder, the heir devra be agree by the company. the same applies if it has been stipulated that the company continues, whether with the spouse survivant, whether with one or more of the heirs, whether with any other person designated by The The articles of association or, if these hasutorisent, by provisions testamentaires.

Where the company continue with the shareholders surviving, the heir is only creditor of the company and has not right only up to the value of the rights corporate of its auteur. the heir to pareillement right to this value if it has been stipulated that for devenir shareholder it devrait be agree by the company and if this agrement it a been refuse.

Where the company continue under the conditions provided in the paragraph

3 above, the beneficiaries of the provision are liable to the estate of the value of the rights corporate which their are allocated. in all the case provided to this article, the value of the rights corporate is determined to the day of the death, to dire of expert designated by the president of the court, ruling in summary proceedings.

In the event of continuation, and if oor several of the heirs of the shareholder are mineurs not emancipes, these are liable of the company's debts only up to limit of the forces of the succession of their auteur and proportionnellement to the'emolument of each of them. in in addition to, the company must be converted, within the period of to year, from the death, in limited partnership, of which the mineur becomes commanditaire. failing this, it is dissolved, unless if the mineur atteint the majority in this period.

Where a judgment of judicial liquidation or approving a plan of total transfer, an extent prohibition from carrying on a commercial profession, or an extent incapacity is pronounced to with regard to one of the shareholders, the company is dissolved, unless its continuation whether provided by The The articles of association or that the other shareholders the decide to unanimity. in the case of continuation, the value of the rights corporate to rembourser to the shareholder which perd this capacity is determined, to dire of expert designated by order of the president of the court ruling in summary proceedings.

Any contrary clause is deemed unwritten.

The company is also dissolved, in the event of merger or for any other reason provided by The The articles of association.

There are two types of limited partnership: the simple limited partnership and the partnership limited by shares.

The simple limited partnership is formed of general partners and and limited partners. the general partners have the statut of the shareholders in general partnership. the limited partners are liable of the debts corporate only to limit of amount of their contribution. it may not be a service contributions.

The provisions relating to the general partnerships are applicable to the companies in simple limited partnership, subject to the rules provided in this chapter.

The simple limited partnership is designated by a corporate name to which may be included the name of one or more general partners and which must be preceded or followed immediately by the wording simple limited partnership.

In addition to the information mentioned in Article 5, The The articles of association of the company must contain: 1° the share of amount or of the value of the contributions of each general partner or commanditaire in the share capital; 2° the share globale of the general partners and the share of each limited partner in the distribution of the profits and in the boni of liquidation.

The decisions are taken under the conditions set by The The articles of association. however, the meeting of a meeting of all the shareholders is of right, if it is requested either by a limited partnership, either by one quarter in number and in capital of the limited partners.

The limited partner may not carry out any act of management binding the company towards third parties, even by virtue of a power of attorney.

In the event of breach of the prohibition provided by the paragraph preceding, the limited partner is jointly and severally liable with the general partners, of the debts and commitments of the company which result of acts prohibes. following the number or the importance of these, it may be declare jointly and severally oblige for all the commitments of the company or for anys uns only.

The limited partners have the right, at any time, to inspect, for the last three financial years, the books, inventory, financial statements, the management report and, where applicable, it of statutory auditors and of the minutes of the meetings and of ask written questions on the management corporate, to which it must be repondu also by written.

The shares may be transferred only with the consent of all the shareholders. however, The The articles of association may provide: 1° that the shares of the limited partners are freely transferable between shareholders; 2° that the shares of the limited partners may be transferred to third parties etrangers to the company with the consent of all the general partners and of the majority in number and in capital of the limited partners; 3° only one general partner may ceder a part of his or her shares to a commanditaire or to a third parties etranger to the company under the conditions provided to the 2° above.

The shareholders may not change the nationality of the company. any amendment of The articles of association is decided with the consent of all the general partners and of the majority in number and in capital of the limited partners. the clauses edictant of the conditions plus strictes of majority are reputees not written.

The company continues despite the death of a limited partner. if it is stipulated that despite the death of one of the general partners, the company continues with his or her heirs, these become limited partners when they are are mineurs not emancipes. if the shareholder decede etait the seul limited partnership and if its heirs are all mineurs not emancipes, it must be carried out to its remplacement by a nouvel general partner or to the conversion of the company, within the period of to year from the death. failing this, the company is dissolved by operation of Law No.to the expiry of this period.

In the event of judicial reorganisation or liquidation of to of the general partners, prohibition from carrying on a commercial profession or incapacity frappant one of the general partners, the company is dissolved, unless, if it existe one or more other general partners, the continuation of the company whether provided by The The articles of association or that the shareholders the decide by majority required for the amendment of The articles of association. in this cas, the provisions of the second paragraph of article

18 of this Law No.are applicable.

The partnership limited by shares, of which the capital is divided into shares, is formed between one or more general partners, which have the trader status and are indefinitely and jointly and severally liable for the company's debts, and of the limited partners, which have the capacity of shareholders and bear the losses only up to the amount of their contributions. the number of the limited partners may not be less than three.

The partnership limited by shares is designated by a name or the name of one or more general partners may be included and must be preceded or followed immediately by the wording partnership limited by shares. in the extent or they are compatible with the provisions particulieres provided by the present chapter, the rules concerning the companies in simple limited partnership and the provisions of Law No.° 17-95 relating to the joint stock companies, except of those which concern their administration and their management, are applicable to the companies in limited partnership by shares.

The first manager or managers are appointed by The The articles of association. they complete the incorporation formalities of which are entrusted to the founders of joint stock companies. during the life of the company, unless otherwise provided in The The articles of association, the managers are designed by the ordinary general meeting of the shareholders with the approval of all the general partners. the manager, shareholder or not, is removed under the conditions provided by The The articles of association. in in addition to, the manager is revocable by the court for legitimate cause, to the request of any shareholder or of the company.

Any contrary clause is deemed unwritten.

The ordinary general meeting of the shareholders appoints, under the conditions set by The The articles of association, a supervisory board, composed of three shareholders at least.

Under penalty of nullity of its appointment, a general partner may not be member of the supervisory board. the shareholders having the capacity of general partners may not participate to the appointment of the members of this board. failing this of disposition statutory, the rules concerning the appointment and the duration of the mandat of the directors of joint stock companies are applicable.

The ordinary general meeting of the shareholders designated one or more statutory auditors; the provisions of article

13 are applicable, subject to the rules specific to the partnership limited by shares.

The manager is vested with the broadest powers to act in all circumstances in the name of the company, subject to the provisions of the two last paragraphs of article

7 of this law. in dealings with third parties, the company is bound even by the acts of the manager which relevent pas of the corporate purpose, unless it proves that the third parties knew that the deed depassait this purpose or that it pouvait ignores it account required of the circumstances, being excluded that the only publication of The articles of association sufficient to constitute this proof. the clauses statutorys limitant the powers of the manager which result of this article are unenforceable to the third parties. the managers hold separately the powers provided to this article an objection made by a manager to the acts of to other manager is without effect to with regard to the third parties, unless it whether drawn up that its in have eu knowledge. subject to the provisions of the present chapter, the manager to the same bonds that the board of directors of a joint stock company.

Any other remuneration that it provided for in The The articles of association may be allocated to the manager only by the ordinary general meeting of the shareholders. it may be only with the approval of the general partners given, to unanimity, unless clause statutory contrary.

The supervisory board assumes the permanent supervision of the management of the company. for this purpose, it has the same powers that statutory auditors. it reports to the ordinary general meeting annual of the shareholders a report in which it relates in particular a jugement on the management of the company and revele, where applicable, the irregularitys and inexactitudes that it to pu relever in the financial statements of the financial year. it is saisi in same temps that statutory auditors of the documents mis available of these. it may convoquer the general meeting of the shareholders.

The provisions of Law No.° 17-95 on the joint stock companies relating to the agreements entered into between the company and one of the members of its administrative, management or governing bodies are applicable to the agreements entered into directly or by person interposee, between a partnership limited by shares and one of its managers or one of the members of its supervisory board. they are also applicable to the agreements entered into between a telle company and an entreprise if one of the managers or one of the members of the supervisory board of the company, is owner, shareholder indefinitely responsable, manager, director, general manager, member of the management board or member of the supervisory board of the business. the authorisation of these agreements is given by the supervisory board, hors the participation of the member of this board which is eventuellement in cause.

Under penalty of nullity of the contract, it is prohibited to the managers other than the legal entities, of contract, in any form whatsoever, of the loans from the company, to obtain an overdraft from it in current account or otherwise, as well as have it guarantee or endorse their commitments towards third parties. the same prohibition applies to the representatives permanents of the legal entities. it applies also to the spouses and to the parents and relatives by marriage up to the second degree inclusive of the persons referred to this article, thus only by any person interposee.

The amendment of The articles of association requires, unless otherwise provided contrary, the approval of all the general partners. the amendment of The articles of association resulting from a capital increase of capital is recorded by the managers.

The provisions of Law No.° 17-95 on the joint stock companies relating to the shares of guarantee and to the liability of the founders are applicable to the managers of the partnership limited by shares and to the members of its supervisory board.

The provisions of Law No.° 17-95 on the joint stock companies relating to the liability of the members of administrative, management or governing bodies, for fault committed in the performance of their term office, are applicable to the managers.

The members of the supervisory board incur no liability, by reason of acts of the management and of their profit or loss. they may be held civilly liable for the offences committed by the managers if, in having eu knowledge, they have not reported them to the general meeting of the shareholders. they are liable of the fautes personnelles commises in the performance of their mandat.

The conversion of the partnership limited by shares in joint stock company or in limited liability company is decided by the extraordinary general meeting of the shareholders, with the approval of the two third parties of the general partners, unless The The articles of association set another quorum.

The limited liability company is formed by one or more persons who bear the losses only up to the amount of their contributions. banking, credit, investment, insurance, capitalisation and savings companies may not adopt the form of limited liability company.

Where the company, contrary to the provisions of article

982 of the dahir forming the Code of bonds and contracts, has only one person, it is called sole shareholder. the sole shareholder exercises the powers vested in the shareholders' meeting by the provisions of this title.

The company is designated by a corporate name, which may include the name of one or more shareholders, and which must be preceded or followed immediately by the wording limited liability company or of the initials sarl or single-member limited liability company. the indications provided in the paragraph preceding, as well as the statement of amount of the share capital, of the registered office and of the number registration to the register of commerce, must figurer in the acts, letters, invoices, notices, publications or other documents issued by of the company and intended for third parties.

The capital of this company must be at least one hundred thousand dirhams. it is divided into equal shares, whose nominal amount may not be less than one hundred dirhams. the reduction of share capital to an amount less than must be followed, within the period of to year, of to increase of capital having the effect of relatesr it to an amount at least equal to the amount provided in the paragraph preceding, unless in the same period, the company has notit been converted in company of another form. failing this of increase or of conversion, any interested may request in justice the dissolution of the company, two months after have mis the legal representatives of it in notice of regulariser the situation. the action is eteinte where this cause of dissolution to cesse of exister the day or the court statue on the fond in first proceedings.

The number of the shareholders of to limited liability company may not be greater than to fifty.

If the company comes to include plus of fifty shareholders, it must, within the period, of two years, be converted in joint stock company. failing this, it is dissolved, unless, pendant the said period, the number of the shareholders has nottteigthe number authorised legalement.

In the event of meeting in an only main of all the shares of to limited liability company, the company continue.

A limited liability company may not have for sole shareholder another limited liability company composed of one person.

In the event of violation of the provisions of the paragraph preceding, any interested may request the dissolution of the companies irregulierement constituees.

Where the irregularity results of the meeting in an only main of all the shares of a company having plus of one shareholder, the request of dissolution may not be faite unless of to year after the meeting of the shares. in all the case, the court may accorder a period maximal of six months for regulariser the situation and may not pronouncedr the dissolution if, to the day or it statue in first proceedings on the fond, this regularisation to eu place.

All the shareholders must intervenir to the'act constitutif of the company, in person or by representative justifiant of a power special.

The The articles of association must, under penalty of nullity of the company, be dated and indicate: 1° the first name, name, address or, where applicable, if it it concerns of legal entities the name, form and registered office of each of the shareholders; 2° the constitution in form of s.to.r.l.; 3° the corporate purpose; 4° the corporate name; 5° the registered office; 6° the amount of the share capital; 7° the contribution of each shareholder and, if it it concerns of to contribution in kind, the valuation which it a been given; 8° the distribution of the shares between the shareholders and their payment integrale; 9° the duration for which the company a been formed; 10° the first name, name, address of the shareholders or of the third parties pouvant engager the company, where applicable; 11° the court registry of the court or The The articles of association shall be filed; 12° the signature of all the shareholders.

The shares must be fully subscribed by the shareholders and fully paid up.

The shares may not represent service contributions. however, where the purpose of the company relates to the operation of business assets or a craft enterprise, aprelatess to the company or crees by it to partir of elements corporels or incorporels which it are aprelatess in kind, the contributioneur in kind may aprelatesr its services where its activity principale is liee to the realisation of the corporate purpose. the quote-share of the contributioneur services in its contribution to the losses is determined by The The articles of association without that it may be superieure to it of the shareholder which to the unless aprelates.

The The articles of association determinent the modalites selon lesquelles these shares are subscribed. the funds arising from the payment of the funds are deposited in the eight days of their receipt, by the persons who have received, in a blocked bank account.

The withdrawal of the funds arising from the payment of the shares may be carried out by the representative of the company, against delivery of a certificate from the court registry of the court certifying that the company a been registered with the commercial register.

If the company is not formed within the period of six months from the first filing of funds, the aprelatesurs may, whether individually, either by representative the representing collectivement, request the president of the court of the place of the registered office, ruling in summary proceedings, the authorisation of retirer the amount of their contributions. if the aprelatesurs decide ulterieurement of constitute the company, it must be carried out to nouveau to the filing of the funds.

The provisions of the paragraphs precedents apply in the event of increase of capital.

The The articles of association must contain the valuation of each contribution in kind. it is carried out on the basis of a report annexed to The The articles of association and drawn up under its liability by a contribution auditor appointed unanimously by the future shareholders among persons authorised to exercise the functions of statutory auditor or, failing this, by order of the president of the court, ruling in summary proceedings, to the request of the futur shareholder the plus diligent. however, the future shareholders may decider to unanimity that the recours to a contribution auditor shall be pas mandatory, where the value of aucun contribution in kind n'excede pas one hundred thousand dirhams and if the value totale of all of the contributions in kind not subject to the'valuation of to contribution auditor n'excede pas the half of the capital.

Where the company is formed by an only person, the contribution auditor is designated by the sole shareholder. however, the recours to a contribution auditor is not mandatory if the conditions provided in the paragraph preceding are reunies. lorsthat it n'y to pas eu of contribution auditor or where the value retenue is differente of it proposee by the contribution auditor, the shareholders are jointly and severally liable pendant five years, to with regard to the third parties, of the value grantse to the contributions in kind, lors of the constitution of the company.

Under penalty of nullity of the issue, it is prohibited to a limited liability company to issue securities.

Under penalty of nullity of the guarantee, it is also prohibited to guarantee an issue of securities.

The shares may not be representees by of the securities negotiable.

The shares are freely transferable by means of succession and freely transferable between spouses, parents and relatives by marriage up to the second degree inclusive. however, The The articles of association may provide that one of the persons referred to above or the heir may not devenir shareholders only after have been agrees under the conditions that its prevoient.

Under penalty of nullity of the clause, the periods accordes to the company for rule on the approval may not be plus longs that those provided in Article 58, and the majority required may not be plus forte that it provided audit article.

In the event of refusal of agrement, it is made application of the provisions of the paragraphs

3 and

4 of Article 58. if no of the solutions provided to these paragraphs n'intervient within the periods impartis, the approval is deemed acquired.

In the event of plurality of the transferees referred in Article preceding and, if it in results a exceeding of the number sets in Article 47, their shares constituent that of the shares held by an only person with regard to the company. these transferees devront be represented by one of them before the company, unless their shares soient transferred to oor several between eux or to third parties, in the limite setse audit Article 47.

The shares may not be transferred to third parties only with the consent of the majority of the shareholders, representing at least three quarters of the shares.

Where the company has more than one shareholder, the draft transfer is notified to the company and to each of the shareholders, whether under the conditions listed in Articles 37,38 and

39 of the Code of Civil Procedure, or by registered letter with acknowledgment of receipt.

If the company has not made its decision known within the period of thirty days from the last of the notifications provided to the present paragraph, consent to the transfer is deemed granted.

If the company refuses to approve the transfer, the shareholders are tenus within the period of thirty days, from this refusal, of acquire or of make acquire the shares to a price sets comme it is dit in Article 14.

Any contrary clause is deemed unwritten. to the request of the manager, this period may be extended an only times by order of the president of the court, ruling in summary proceedings, without that this prolongation may exceed three months.

The company may also, with the consent of the shareholder cedant, decider, in the same period, to reduce its capital of amount of the nominal value of the shares of this shareholder and of racheter these shares to the price determiunder the conditions provided cidessus. a period of payment which saurait exceed six months may, on justification, be accorde to the company by order of the juge of the referes. the amounts dues relatesnt interet to the taux legal, from the date of the decision of the meeting to reduce the capital, where applicable, the provisions of article

46 shall be suivies. if, to the expiry of the period imparti no of the solutions provided to the paragraphs

3 and

4 cidessus is not occurred, the shareholder may realiser the transfer initialement provided. unless in the event of succession or of donation to a spouse, an ascendant or a descendant up to the second degree inclusive, the shareholder cedant may not se rely of the provisions of the paragraphs

3 and

5 above if it detient his or her shares depuis at least two years.

Any clause contrary to the provisions of this article is deemed unwritten.

If the company to donits consent to a draft of nantissement of shares under the conditions provided to the paragraphs

1 and

2 of Article 58, this consent emrelatesragrement of the cessionnaire in the event of realisation forcee of the shares nanties, unless the company prefere after the transfer, racheter without period the shares in vue to reduce its capital.

The shares are freely transferable between the shareholders. if The The articles of association contain a clause limitant the cessibilite, the provisions of article

58 are applicable; however, The The articles of association may, in this cas, reduire the majority or abreger the periods provided audit article.

The transfer of the shares is subject to the provisions of Article 16.

The limited liability company is geree by one or more natural persons. the managers may be chosen in dehors of the shareholders. they are appointed and the duration of their mandat setse by the shareholders in The The articles of association or by an act posterieur, under the conditions provided to the second paragraph of Article 75. in the absence of provisions statutorys, the manager, shareholder or not, is appointed for a duration of

3 years.

As between shareholders, the powers of the managers are determined by The The articles of association, and in the silence of these, each manager may carry out any act of management in the interest of the company. in dealings with third parties, the manager is vested with the broadest powers to act in all circumstances in the name of the company, subject to the powers that the Law No.expressly grants to the shareholders.

The company is bound even by the acts of the manager which relevent pas of the corporate purpose, unless it proves that the third parties knew that the deed depassait this purpose or that it pouvait ignores it, account required of the circumstances, being excluded that the only publication of The articles of association sufficient to constitute this proof. the clauses statutorys limitant the powers of the managers who result of this article are unenforceable to the third parties.

Where there is more than one manager, each separately holds the powers provided to this article. an objection made by a manager to the acts of to other manager is without effect to with regard to the third parties, unless it whether drawn up that its in have eu knowledge.

The provisions of the paragraph

4 of article

7 are applicable to the managers of the limited liability company.

The manager or, where applicable, statutory auditors, submitss to the general meeting or attach to the documents communicated to the shareholders in the event of written consultation, a report on the agreements entered into directly or through an intermediary between the company and one of the managers or shareholders. the general meeting decides on this report. the manager or shareholder concerned may not take part in the vote and his or her shares are not taken into account for the calculation of quorum and majority. however, in the absence of a statutory auditor, the agreements entered into by a manager who is not a shareholder are submitted for the prior approval to the general meeting. by way of derogation to the provisions of the first paragraph, where the company includes only one seul shareholder and that the agreement is entered into with it, it in is only made wording to the register of the resolutions. the agreements not approuvees produisent neanunless their effets, to charge for the manager and, where appropriate, for the shareholder contractant, of bear individually or jointly and severally, as the case may be, the consequences of the contract prejudiciables to the company.

The provisions of this article etendent to the agreements passees with a company of which a shareholder indefinitely responsable, manager, director, general manager, member of the management board or member of the supervisory board, is simultanement manager or shareholder of the limited liability company.

The provisions of article

64 are not applicable to the agreements relating to ordinary transactions entered into under normal conditions.

Under penalty of nullity of the contract, it is prohibited to the managers or shareholders natural persons to contract, in any form whatsoever, of the loans from the company, to obtain an overdraft from it in current account or otherwise, or have it guarantee or endorse their commitments towards third parties. this prohibition applies to the legal representatives of the legal entities associees. this prohibition applies also to the spouses, parents and relatives by marriage up to the second degree inclusive, of the persons referred to the paragraphs precedents thus only by any person interposee.

The managers are liable, individually or jointly and severally, as the case may be, towards the company or towards third parties, whether of breaches to the provisions legal applicable to the limited liability companies, whether of the violations of The articles of association, whether of the fautes commises in their management. if several managers have cocarried out to the same faits, the court determines the share contributive of each in the compensation of the damage. in addition to the action in compensation of the damage subi personnellement, the shareholders may, whether individually, whether by grouping together intenter the action corporate in liability against the managers. the claimants are habilites to seek the compensation of the entier damage subi by the company to which, where applicable, the damages are alloues. to this end, the shareholders representing at least one quarter of the capital may, in an interet common, charger to their frais, one or more between eux to represent him or her for soutenir, tant in request only in defence, the action corporate against the managers. the withdrawal in cours of proceedings of one or more shareholders, whether that its aient perdu the capacity of shareholder, whether that its se soient voluntarily desistes, is without effect on the poursuite of ladite proceedings.

Where the action corporate is intentee under the conditions provided to this article, the court may not rule only if the company a been validly mise in cause by the intermediaire of its legal representatives. is deemed unwritten, any clause of The articles of association having the effect of subordonner the financial year of the action corporate to the'avis prior to the authorisation of the general meeting, or which comrelatesrait by avance renonciation to the financial year of this share. no decision of the general meeting of the shareholders may not have for effect of eteindre a share in liability against the managers for fault committed in completion of their mandat.

The shares in liability provided in Article

67 se prescrivent by five years from the harmful event or, if it has been concealed, of its disclosure. however, where the made is qualified crime, the action se is time-barred by twenty years.

The manager is revocable by decision of the shareholders representing at least three quarters of the shares.

Any contrary clause is deemed unwritten. if the removal is decided without juste reason, it may donner place to damages-interest. in in addition to, the manager is revocable by the tribunaux for legitimate cause, to the request of any shareholder.

The management report, the inventory and the financial statements drawn up by the managers, are submitted for the approval of the shareholders meeting, within the period of six months from the closing of the financial year. to this end, the documents referred to the paragraph preceding, the text of the resolutions proposed as well as, where applicable, the report of statutory auditors are adresses to the shareholders at least fifteen days before the date of the general meeting. pendant this period, the inventory is required, at the registered office, available of the shareholders, which may not in take copy. any resolution, taken in violation of the provisions of the present paragraph may be annulee. from the communication provided in the paragraph preceding, any shareholder to the faculte of ask written questions to which the manager is required of repondre during of the meeting. the shareholder may, in in addition to, and at any time, obtenir communication the books, inventory, financial statements, the report of the managers and, where applicable, statutory auditors report and the minutes of the general meetings concerning the last three financial years. unless as regards the inventory, the right to inspect emrelates it of take copy. the right to inspect may be carried out to the'aide of to conseiller.

Any clause contrary to the provisions of this article is deemed unwritten.

The decisions are taken in general meeting. however, The The articles of association may provide that, except as provided in the first paragraph of Article 70, all the decisions or some of them may be taken by written consultation of the shareholders; The The articles of association set the conditions and the periods of this consultation. the shareholders are convened to general meetings at least fifteen days before their meeting, by registered letter with acknowledgment of receipt which indicates the agenda. the notice is carried out by the manager or, failing this, by statutory auditors, where applicable. the notice must mention the agenda indicating the sujets of facon to eviter of recourir to of other documents. one or more shareholders holding the half of the shares or holding, if its resubmit at least one quarter of the shareholders, one quarter of the shares, may request the meeting of to general meeting.

Any contrary clause is deemed unwritten. any shareholder, after have unsuccessfully request to the manager the holding of to general meeting, may request the president of the court, ruling in summary proceedings, the appointment of to representative responsible for convoquer the general meeting and of set its agenda. any meeting irregulierement convened may be annulee. however, the action in nullity is not recevable where all the shareholders etaient present or represented.

Each shareholder has the right to participate to the decisions and has a number of votes equal to it of the shares that he or she holds. a shareholder may be represented by its spouse unless the company comprenthat the two spouses. unless if the shareholders are to the number of two, a shareholder may be represented by another shareholder. the mandat donfor a meeting vaut for the meetings successives convoquees with the same agenda. a shareholder may not be represented by another person only if The The articles of association the permettent. it may not constitute a representative for voter of the chef of to part of his or her shares and voter in person of the chef of hasutre part.

Any clause contrary to the provisions of the paragraphs 1,

2 and

5 above is deemed unwritten.

The resolutions of the shareholders are consignees in a minutes, indicating the date and the place of the meeting, the first name and name of the shareholders present or represented and the holding of each of them, the report and the documents presented and a summary of the resolutions, as well as the drafts of resolutions subject to the vote and the profit or loss of the vote.

The The articles of association set the conditions that must perform the shareholder which preside the general meeting.

In the event of written consultation, this is recorded to the minutes which must be accompanied by each response. the minutes is drawn up by the chair and signed by it.

In the general meetings or lors of the consultations written, the decisions are adoptees by one or more shareholders representing plus of the half of the shares. if this majority is not obtenue, and unless provision contrary of The articles of association, the shareholders are, as the case may be, convened or consultes a seconde times, and the decisions are taken by majority of the votes issued, whatever the number of the votants.

The shareholders may not change the nationality of the company. any amendment of The articles of association is decided by the shareholders representing at least the three-quarters of the share capital.

Any clause requiring a higher majority is deemed unwritten. however, in no cas, the majority may not obliger a shareholder to augmenter its engagement corporate. by way of derogation to the provisions of the paragraph preceding, the decision of augmenter the capital by incorporation of profits or of reserves is taken by the shareholders representing at least the half of the shares.

The three first paragraphs of Article 70, Articles

71 to

74 and the paragraphs

2 and

3 of article

75 are not applicable to companies that include only one seul shareholder. in this cas, the management report, the inventory and the financial statements are drawn up by the manager. the sole shareholder approved the accounts, where applicable, after report of statutory auditors, within the period of six months from the closing of the financial year. the sole shareholder may not delegate its powers its decisions, taken to the place and place of the general meeting, are repertoriees in a register. the decisions taken in violation of the provisions of this article may be annulees to the request of any interested.

In the event of increase of capital by subscription of shares in cash, the provisions of the last paragraph of article

51 are applicable. the withdrawal of the funds arising from subscriptions may be carried out by a representative of the company after the establishment of the certificat of the depositaire. if the capital increase is not carried out within the period of six months from the first filing of funds, it may be made application of the provisions of the second paragraph of Article 52.

If the capital increase is carried out, whether in whole or in part by contributions in kind, the provisions of the first paragraph of article

53 are applicable. however, the contribution auditor is appointed by order of the president of the court, ruling in summary proceedings, to the request of the manager. lorsthat it n'y to pas eu of contribution auditor or where the value retenue is differente of it proposee by the contribution auditor, the managers of the company and the persons having subscribed to the'capital increase are jointly and severally liable pendant five years, to with regard to the third parties, of the value grantse auxdits contributions.

The capital reduction is authorised by the shareholders' meeting ruling under the conditions required for the amendment of The articles of association. in no cas, it may not relatesr prejudice to the'equalite of the shareholders. if it existe of statutory auditors, the draft of capital reduction their is communicated quarante-five days at least before the date of meeting of the general meeting of the shareholders appelee to rule on this draft they font make known to the general meeting their appreciation on the causes and conditions of the reduction.

Where the general meeting approved a draft of capital reduction not motivee by of the losses, the creditors of which the creance is anterieure to the date of filing with the court registry of the minutes of resolution may former objection to the reduction within the period of thirty days from the date the said filing the objection is signifiee to the company by act extrajudicial and scope before the court. the president of the court, ruling in summary proceedings, rejette the objection ordonne, whether the remboursement of the creances, whether the constitution of guarantees, if the company in offre and if they are jugees suffisantes. the transactions of capital reduction may not commencer pendant the period of objection. the purchase of its own shares by a company is prohibited. however, the general meeting which to decided a capital reduction not motivee by of the losses may autoriser the manager to acheter a number determiof shares for the annuler.

The shareholders may appoint one or more statutory auditors under the conditions provided to the second paragraph of Article 75. however, must appoint a statutory auditor at least, the limited liability companies of which k turnover, at the close of to financial year, exceeds the amount of fifty million of dirhams, excluding taxes. same if the seuil indique to the paragraph preceding is not atteint, the appointment of to statutory auditor may be requested to the president of the court, ruling in summary proceedings, by one or more shareholders representing at least one quarter of the capital.

Any shareholder not manager may, two times by financial year, ask written questions to the manager on any fact likely to jeopardise the continuity of the exploitation. the response of the manager is communicated to the or to statutory auditors, where applicable.

One or more shareholders representing at least one quarter of the share capital may, individually or jointly, request the president of the court ruling in summary proceedings to appoint one or more experts to prepare a report on one or more management transactions. If the request is granted, the summary order determines the scope of the assignment and the powers of the experts, after the manager has been duly summoned. The order may place the experts' fees at the company's expense.

The provisions of article

13 of this Law No.are applicable to the limited liability companies, subject to the rules specific to these.

The repetition of dividends correspondant pas to of the profits actually earned, may be required of the shareholders who have received. the action in repetition se is time-barred by five years from the mise in distribution of the dividends.

The limited liability company is not dissolved where a judgment of judicial liquidation, the prohibition of gerer or an extent incapacity is pronounced to with regard to one of the shareholders. it is not not plus dissolved by the death of one shareholder, unless provision contrary of The articles of association.

If, as a result of losses recorded in the financial statements, the net equity of the company becomes less than one quarter of the share capital, the shareholders decide, by majority required for the amendment of The articles of association within a period of three months following the approval of accounts having revealed this loss, where appropriate the early dissolution of the company. if the dissolution of the company is not declared, it must, no later than at the close of the financial year following it during which the recording of the losses is occurred and subject to the provisions of Article 46, to reduce its capital by an amount at least equal to the losses which have not pu be imputees on the reserves, if, in this period, the capital own has not been reconstitue to limit of to value at least equale to one quarter of the share capital. in the two cas, the resolution adoptee by the shareholders is published in a newspaper authorised to receive of legal notices, filed with the court registry of the court of the place of this registered office and inscrite with the commercial register. failing this by the manager or statutory auditors, where applicable, of provoquer a decision or if the shareholders have not pu deliberer validly, any interested may request to the court the dissolution of the company. the same applies if the provisions of the paragraph

2 above have not been appliquees. in all the case, the court may accorder to the company a period maximal of six months for regulariser the situation; it may not pronouncedr the dissolution, if, to the day or it statue in first proceedings on the fond, this regularisation to eu place.

The provisions of this article are not applicable to the companies in reorganisation judiciaire.

The conversion of to limited liability company in general partnership, required the approval unanimous of the shareholders. the conversion in simple limited partnership or in limited partnership by shares is decided in accordance with The The articles of association of the limited liability company and with the approval of all the shareholders who accept to be general partners. the conversion is decided after presentation the report of statutory auditors of the company, where applicable, on the situation of it; failing this, they are designed by order of the president of the court, ruling in summary proceedings, unless agreement unanimous of the shareholders and this, to the request of the manager. the conversion into a joint stock company is decided by majority required for the amendment of The articles of association of the limited liability company; in this cas, the provisions of article

36 of Law No.° 17-95 relating to the joint stock companies are appliquees. any conversion, carried out in violation of the rules of this article, is void.

The undisclosed partnership n'existe that as between shareholders and is not destinee to be connue of the third parties. it has not the legal personality. it is not subject ni to the registration, ni to no formalite of publication formalities and its existence may be prouvee by all the moyens. it may be creee of made.

The shareholders freely agree of the corporate purpose, of their rights and respective obligations and of the conditions of operation of the company, subject to the provisions mandatory provisions contained in particular in Articles 982, 985, 986,

988 and

1003 of the dahir susvise formant code of bonds and contracts. unless it n'en whether stipulated otherwise, their reports are governed, if the company to a caractere commercial, by the provisions applicable to the general partnerships. to with regard to the third parties, each shareholder contracte in its name personnel ii is seul binds same in the case or it revele the name of the other shareholders without their agreement. however, if the participants agissent ostensiblement in capacity of shareholders, they are tenus to with regard to the third parties comme of the shareholders in general partnership.

Unless otherwise provided, each shareholder conserve the propriete of its contribution. however, the shareholders may convenir of mettre indivision certains contributions. the biens that the shareholders acquire in employment or reemploi of deniers indivis pendant the duration of the company, are deemed indivis.

Where the undisclosed partnership is to duration indetermined, its dissolution may resulter to any moment of to notice adressee by one of them to all the shareholders, pourvu that this notice whether faite in good faith and the whether pas to contretemps. unless provision contrary, no shareholder may not request the partage of the biens indivis before the dissolution of the company.

The first managers and the shareholders to which the nullity of the company or of one of its decisions is imputable, are jointly and severally liable, towards the other shareholders and the third parties of the damage resulting of the nullity. the action se is time-barred by five years from the day or the decision of annulation is passee in force of chose jugee.

Publication formalities are carried out: * by filing of deeds or of documents with the court registry of the court of the place of the registered office; * and by insertion of notices or announcements in a newspaper authorised to receive of legal notices and to theficial gazette.

The formalities of publication formalities are carried out on the initiative and under the liability of the legal representatives of the companies. during liquidation, the liquidator carries them out, under its liability, the formalities of publication formalities incumbent to the legal representatives. as regards the transactions of to limited liability company carried out before the sixteenth day of the publication to theficial gazette of acts and documents subject to these publication formalities, these acts and documents are not enforceable against third parties which prouvent that its have been in the impossibilite of it have knowledge. if in publication formalities of acts and documents, it y discrepancy between the text filed with the commercial register and the text published to theficial gazette, this last may not be oppose to the third parties; these may however en rely, unless the company proves that its have eu knowledge of the text filed with the commercial register.

In the thirty days of the constitution of a company commercial, it must be carried out to the filing with the court registry of the court of the place of the registered office of two copies or two exemplaires of The articles of association. in in addition to, the companies commercial are required of deraise with the court registry of the court, in the thirty days following their approval by the general meeting, two exemplaires of the financial statements accompagnes of a copy the report of statutory auditors, where applicable.

In the same period, an extrait of The articles of association devra obligatoirement be published in a newspaper authorised to receive of legal notices and to theficial gazette. this extrait devra mentionner: 1. the form of the company;

2 the corporate name; 3. the corporate purpose indique sommairement; 4. the address of the registered office; 5. the duration for which the company is formed; 6. the amount of the share capital with the indication of amount of the cash contributions as well as the description sommaire and the valuation of the contributions in kind; 7. the first name, name, capacity and address of the shareholders; 8. the first name, name, capacity and address of the shareholders or of the third parties having the power of itgager the company towards third parties; 9. the court registry of the court with which a been carried out the filing provided in Article

95 and the date of this filing.

Are subject to the same conditions of filing and of publication is time-barreds to Articles

95 and

96: * all acts, resolutions, or decisions having the effect of the amendment of The articles of association, except for the changes of the managers, of the members of the supervisory board and of the first statutory auditors appointed in The The articles of association; * all acts, resolutions or decisions constatant the dissolution of the company with the indication of the first name, name and address of the liquidators and the registered office of the liquidation; * all decisions judicial prononcant the dissolution or the nullity of the company; * all acts, resolutions or decisions constatant the closing of the liquidation.

Failure to comply of the formalities of filing and of publication entails: * in the case of articles

95 and 96, the nullity of the company; * in the case of Article 97, the nullity of acts, resolutions or decisions. all subject to the regularisations provided for in Articles 340, 342,

343 and

344 of Law No.° 17-95 relating to the joint stock companies.

Any person has the right to obtain communication of the documents filed with the court registry of the court and to obtain, at his or her expense, a copy or extract by the court registry or by the notary holder of the minute. first: provisions generals

The provisions of this title concerning the managers of companies purpose of this Law No.shall be applicable to any person which, directly or by person interposee, aura in made, exercises the management of these companies under the couvert or to the place and place of their legal representatives.

The penalties provided to this title are doubled in the event of repeat offence. by way of derogation to the provisions of articles

156 and

157 of the Criminal Code, is in etat of repeat offence, within the meaning of this law, any person having made precedemment the purpose of to condamnation by jugement having acquired the force of the chose jugee to a penalty of imprisonment and/or to a fine, commet the same delit.

The provisions penales of this Law No.are applicable only if the faits that its repriment may not recevoir a qualification penale plus grave in vertu of the provisions of the Criminal Code.

By way of derogation to the provisions of articles 55,

149 and

150 of the Criminal Code, the fines provided by this Law No.may not be reduced to below of the minimum legal and the suspended sentence may not be ordered for the penalties of imprisonment.

The provisions of articles

404 and

405 of Law No.° 17-95 relating to the joint stock companies are applicable to statutory auditors.

The provisions of article

403 of Law No.precitee are applicable to the managers of the company if it must appoint one or more statutory auditors.

The provisions of article

406 of Law No.precitee are applicable to the managers of the company or to any person to the service of the company, if it is made knowingly obstacle to the verifications and controles effectues by statutory auditors or the experts designed.

The provisions of articles of

421 to

424 of Law No.° 17-95 relating to the joint stock companies are applicable to the liquidators.

Shall be punished by imprisonment from one to six months and a fine of 2.000 to 20.000 dirhams or of one of these penalties only, the managers who have, fraudulently, made grantsr to a contribution in kind, a valuation superieure to its value real.

Shall be punished by imprisonment from one to six months and a fine of 10.000 to 100.000 dirhams or of one of these two penalties only: 1. the managers who have, knowingly, carried out between the shareholders the distribution of fictitious dividends dividends, in the absence of inventory or by means of inventory fraudulent; 2. the managers who, even in the absence of any distribution of dividends, auront knowingly presente to the shareholders of the financial statements that do not give, for each financial year, an true and fair view of the profit or loss of the financial year, of the financial position and of the assets at the end of this period in order to conceal the true situation of the company; 3. the managers who, of mauvaise foi, auront made, of the biens or of the credit of the company, an usage that its savent contrary to the interest economique of it, to of the fins personnelles or for favoriser another company or entreprise in which they are interesteds directly or indirectly; 4. the managers who, of mauvaise foi, auront made, of the powers that its holdsnt or of the votes of which they disposent, in this capacity, an usage that its savent contrary to the interest economiques of the company, to of the fins personnelles or for favoriser another company or entreprise in which they are interesteds directly or indirectly.

Shall be punished by a fine of 10.000 to 50.000 dirhams, the managers who will not have pas carried out within the periods legal to one or more depots of the documents or acts with the court registry of the court or which will not have pas carried out to one or more formalities of publication formalities provided in this law.

Shall be punished by a fine of 2.000 to 40.000 dirhams the managers who will not have pas, for each financial year, drawn up the inventory, drawn up the financial statements and a management report.

Shall be punished by a fine of 2.000 to 20.000 dirhams, the managers who: 1. have not made available available of any shareholder, at the registered office, the minutes of the meetings, the financial statements, the inventory, the report of the managers and, where applicable, the report of statutory auditors; 2. will not have pas carried out to the meeting of the shareholders' meeting in the six months of the closing of the financial year or which will not have pas submitted for the approval of ladite meeting or of the sole shareholder the inventory, the financial statements and the management report.

Shall be punished by a fine of 2.000 to 10.000 dirhams, the managers who will not have pas, within the period of fifteen days before the date of the general meeting, adresse to the shareholders the financial statements, the management report, the text of the resolutions proposed and where applicable, the report of statutory auditors.

Shall be punished by a fine of 1.000 to 5.000 dirhams, the managers who have omis of mentionner on all acts or on all documents issued by of the company and intended for third parties, the indication of its corporate name, preceded or followed immediately by the wording of its form or of its initials and of the statement of the share capital. shall be punie of the same penalty, any person legalement obligee which:

1 will not have pas relates the decisions of the shareholders' meeting to the minutes required and relates the indications indiquees to Articles

10 and

73 selon the form of the company; 2. will not have pas inscrit the said minutes in the register of the resolutions of the meetings required at the registered office of the company. limitee

Shall be punished by imprisonment from one to six months and a fine of 2.000 to 40.000 dirhams or of one of these two penalties only, the managers of to limited liability company which, knowingly, auront made in the deed of company a false declaration concerning the distribution of the shares between all the shareholders, the payment of the shares or the filing of the funds, or auront omis voluntarily of make this declaration.

The provisions of the paragraph preceding are applicable in the event of capital increase.

Shall be punished by imprisonment from one to six months and a fine of 2.000 to 30.000 dirhams or of one of these two penalties only, the managers of to limited liability company who have issued, on behalf of the company, of the securities quelconques, whether directly either by person interposee.

Shall be punished by imprisonment from one to six months and a fine of 2.000 to 20.000 dirhams or of one of these two penalties only, the managers of to limited liability company which, knowingly, where the net equity of the company as a result of losses recorded in the financial statements, becomes less than one quarter of the share capital: 1. will not have pas, in the three months following the approval of accounts having revealed these losses, consulte the shareholders afin of decider where appropriate the early dissolution of the company; 2. will not have pas, filed with the court registry of the court, inscrit with the commercial register and published in a newspaper of legal notices, the decision adoptee by the shareholders.

Shall be punie a fine of 10.000 to 50.000 dirhams any person which, despite the prohibition enoncee in Article 66, aura contracte of the loans from the company in any form whatsoever, is made consent by it an overdraft in current account or otherwise or is made guarantee or endorse by it its commitments towards third parties.

Shall be punished by a fine of 2.000 to 20.000 dirhams, the managers of to limited liability company which will not have pas, at any time of the year, mis available of any shareholder, at the registered office, the documents suivants concerning the last three financial years subject to the general meetings: financial statements, inventaires, reports of the managers and, where applicable, it of statutory auditors, and minutes of the general meetings. by shares

The criminal penalties of Law No.° 17-95 relating to the joint stock companies are applicable to the companies in limited partnership by shares. the penalties own to the presidents, directors, general managers or members of the management board of the joint stock companies apply to the managers of the companies in limited partnership by shares as regardstheir competences.

All the periods provided by this Law No.are of the periods francs.

This Law No.applies to companies that shall be constituees on the territoire of the royaume after the date of the mise in vigueur of the legislation relating with the commercial register figurant to the livre i of the code of the commerce. however, the formalities constitutives accomplies anterieurement will not have pas to be renouvelees.

The companies constituees anterieurement to the publication of this Law No.shall be subject to its provisions to the expiry of the second year which suit its entree in vigueur or of the publication of the modifications apscopes to The The articles of association afin of the mettre in harmonie with lesdites provisions law. the mise in harmonie to for purpose of abroger, of modifier and of remplacer, where applicable, the provisions statutorys contrary to the provisions imperatives of this Law And of their aprelatesr the complements that ladite Law No.rend obligatoires. it may be accomplie by means of amendement to The The articles of association anciens or by hasdoption of nouveaux The articles of association. it may be decided by the shareholders to the conditions of validite of the decisions ordinaires, notwithstanding all provisions legal or statutorys contrary, to the condition of modifier, quant to the fond, that the clauses incompatibles with this law. however, the conversion of the company or the increase of its capital by a moyen other than the incorporation of reserves, profits or primes of issuance, pourra be carried out that under the conditions required for the amendment of The articles of association.

If for a reason quelconque, the shareholders have not pu rule validly, the draft of mise in harmonie of The articles of association shall be subject to the'homologation of the president of the court, ruling in summary proceedings, on requete of the legal representatives of the company.

If no mise in harmonie is not necessary, it in is taken act by the shareholders of which the resolution made the purpose of the same publication formalities that the decision modifiant The The articles of association. this Law No.applies to the company of the completion of these formalities.

Failing this of mise in harmonie of The articles of association with the provisions of this Law No.within the period above is time-barred, the clauses statutorys contrary to these provisions shall be reputees not written to the expiry of this period.

Failing this of avoir relates the share capital, at least to the nominal amount provided by the first paragraph of Article 46, the limited liability companies of which the capital serait less than this amount devront, before the expiry of the period imparti, pronouncedr their dissolution or se transformer in company of another form for which the legislation in force n'exige pas a capital minimal greater than to the capital existant. companies that se shall be pas conformees to the provisions of the paragraph preceding, shall be dissoutes by operation of Law No.to the expiry of the period imparti.

The managers of companies which, voluntarily, have not made available or made mettre The The articles of association in harmonie with the provisions of this Law No.shall be passibles a fine of 2.000 to 10.000 dirhams.

The court impartira a nouveau period, which saurait exceed six months, in which The The articles of association devront be mis in harmonie with the provisions of this law. if this nouveau period is not observe, the managers concernes shall be passibles a fine of 10.000 to 20.000 dirhams.

This Law No.has notbroge pas the provisions legislatives and settlementaires to which are assujetties the companies subject to a regime particulier. the clauses of The articles of association of these companies, conformes to the provisions legislatives abrogees by Article 128, mais contrary to the provisions of this Law No.not referred to by the regime particulier desdites companies, shall be mises in harmonie with this law. to this effect, the provisions of articles

121 to

126 are applicable.

Are abrogees, subject to their application transitoire until the expiry of the second year from the date betweene in vigueur of this Law No.to the companies n'having pas carried out to the mise in harmonie of their The articles of association, the provisions relating to the matieres governed by this Law And in particular the textes suivants tels that its have been modifies or completes: 1. the provisions of articles

29 to

54 inclus of the dahir of the

9 ramadan

1331 (12 august 1913) formant code of commerce; 2. the provisions of the dahir of the

17 hijja

1340 (11 august 1922) relating to the companies of capitaux, in this that its concern the companies in limited partnership by shares.

The provisions of this Law No.are not applicable to the companies commercial when they are are to capital variable and to the companies to participation ouvriere, lesquelles remainsnt governed by the provisions of the dahir precite of the

17 hijja

1340 (11 august 1922). 3. the provisions of the dahir of the

22 safar

1345 (1er september 1926) tendant to instituer of the limited liability companies; 4. the provisions of the dahir of the

29 chaoual

1374 (20 ju1955) on the founders shares issued by the companies, in this that its concern the companies in limited partnership by shares; 5. the provisions of the dahir of the

21 hijja

1374 (10 august 1955) etablissant a preferential subscription right to the augmentations of the capital for the benefit of the shareholders, in this that its concern the companies in limited partnership by shares.

The companies in limited partnership by shares which have issued of the founders shares before the publication of this law, must proceed, before the expiry of the second year which suit the date of ladite publication, whether to the rachat, whether to the conversion of these securities in shares. the conversion or the rachat are decides by the shareholders to the conditions required for the amendment of The articles of association.

Shall be punished by the same penalties provided in Article 126, the managers who will not have pas accompli the formalities mentioned in the first paragraph of this article.

The references to the provisions of the textes abroges by Article

128 contenues in the textes legislatifs or settlementaires in vigueur apply to the provisions correspondantes edictees by this law.

Pending the establishment of competent courts for the settlement of the disputes arising between traders or for the application of this law, a decision shall be made on the said disputes in accordance with the legislation in force.