Legal provisions for managing a joint stock company by its general assembly

Abstract

The general body of a joint-stock company is considered the backbone of this company, because it consists of a group of shareholders, whose ownership of the company’s capital varies among them, and a board of directors is elected among them to manage the joint-stock company, which carries out its duties by actually managing the company in accordance with the powers granted to it by the Iraqi legislator pursuant to the Iraqi Companies Law No. (21) of 1997 (amended), and the same is the case with the Egyptian legislator pursuant to the Egyptian Companies Law No. (159) of 1981 (amended) and its executive regulations. As for the powers of critical importance to the interest and fate of the company, they are the responsibility of the general body of the company, in other words, the two aforementioned laws have both assigned the authority to the general body in the joint-stock company to manage this company indirectly, according to powers related to the administrative structure of the company, such as forming its board of directors and appointing an auditor for it, and powers related to the financial aspect, such as issuing shares and bonds, forming reserves in the company, distributing profits, and the expiration and liquidation of the company, in accordance with the provisions stipulated in the two aforementioned laws, to grant the authority to the general body of the joint-stock company to manage the joint-stock company indirectly. This requires studying the aspects of this authority for the purpose of achieving a balance between the management of the joint-stock company by its board of directors and its general body, and in a way that protects the minority of shareholders from the aspects of the authority assigned to the general body to manage the joint-stock company.