Investment through Usufruct over Company Shares
DOI:
https://doi.org/10.65263/x8a5cp95Keywords:
Usufruct over Shares, Bare Owner, Usufructuary, Investment in Shares, Financial DisclosureAbstract
This research examines investment through usufruct over company shares as a legal mechanism that separates the economic benefits of a share from its ownership. The usufructuary receives dividends and financial returns, while ownership remains with the bare owner. This arrangement can be used to generate returns, facilitate family wealth planning, and maintain ownership stability in family companies.
The study analyzes this mechanism in light of the absence of specific regulation under Iraqi law, relying on the general rules governing usufruct over movable property and adopting analytical and comparative approaches.
The research concludes that usufruct over shares distributes rights and obligations between the usufructuary and the bare owner, particularly regarding dividends, governance rights, and subscription rights. It also highlights the need for legislative regulation in Iraq to govern its creation, registration, and legal effects, while ensuring compliance with beneficial ownership disclosure and anti-money laundering requirements.
References
Bibliography
First: Arabic Books and Treatises
1. Al-Bashir, Muhammad Taha, and Ghani Hassoun Taha. Real Rights. Vol. 1. Baghdad: Ministry of Higher Education and Scientific Research, n.d.
2. Al-Dhanoon, Hassan Ali. Commentary on the Iraqi Civil Code: Original Real Rights. Baghdad: Al-Rabita Printing and Publishing Company, 1954.
3. Al-Sanhuri, Abd al-Razzaq Ahmad. Al-Wasit in the Commentary on Civil Law: Modes of Acquiring Ownership. Vol. 9. Beirut: Dar Ihya’ al-Turath al-Arabi, n.d.
4. Atta Allah, Burhan Muhammad. Introduction to Ownership Rights and Real Rights in Egyptian and Lebanese Law. 1st ed. Al-Dar al-Jami‘iyya, 1992.
5. Fabia, Charles, and Pierre Safa. Commentary on Commercial Law. Vol. 1. Beirut: Sader Press, 1973.
6. Karam, Maya Afif. Creation of a Usufruct Right over Shares. Beirut: Publications of the Holy Spirit University of Kaslik, 2021.
Second: Arabic Theses and Dissertations
1. Belhayah, Souad. Shareholders’ Rights in the Joint-Stock Company. Master’s thesis, Faculty of Legal, Economic and Social Sciences, 2023.
2. Ben Qada, Mahmoud Amin. Legal Mechanisms for Protecting Shareholders’ Rights in Reserves: A Comparative Study of Algerian and French Law. PhD diss., Faculty of Law and Political Science, University of Oran, Algeria, 2019.
3. Dallah, Rasha Ishaq. Enjoyment Shares between Ownership and Usufruct. Master’s thesis, Lebanese University, 2020.
Third: Arabic Articles and Research Papers
1. Ben Moussa, Kamal. “The Investment Portfolio: Formation and Risks.” Al-Bahith Journal, University of Algeria, 2004.
2. Fayd Allah, Mady Tammam. “The Legal Characterization of the Transfer of Ownership of Securities on the Stock Exchange.” Sharia and Law Journal, United Arab Emirates University, no. 50, 2012.
3. Karam, Fadi, and Baty Abboud. “Division of a Single Share.” Al-Adl Journal, Beirut, 55th year, no. 2, 2021.
4. Karam, Fadi, and Baty Abboud. “The Concept of the Ultimate Beneficial Owner and the Transfer of This Right upon the Division of Rights over Shares.” Al-Adl Journal, Lebanese University, Beirut, 58th year, nos. 1–2, 2021.
5. Laghdef, Rabab. “Trading Shares in a Joint-Stock Company and the Most Significant Legal Restrictions Thereon.” Scientific Readings Journal: Legal Research and Humanities Studies, vol. 23, 2023.
Fourth: Foreign Books and Theses
1. Carbonnier, Jean. Civil Law: Property. Paris: Presses Universitaires de France, 1988.
2. Machioni, Jarbas Andrade. “Usufruct over Company Shares under Brazilian Law.” Master’s thesis, Pontifical Catholic University of São Paulo, Brazil, 2020.
3. Tadros, Antoine. Enjoyment of Corporate Securities Owned by Another. PhD diss. in Law, Panthéon-Sorbonne University, Paris I. Paris: Dalloz, 2013.
Fifth: Foreign Articles and Research Papers
1. Álvarez, Jaime. “Valuation of the Shareholder’s Usufruct Right.” 2011.
2. Aynès, Laurent. “Usufruct and Bare Ownership of Equity Securities.” Revue des sociétés, 1999.
3. Magalhães, Barbosa de. “Usufruct over Shares, Partnership Interests and Corporate Quotas.” Journal of the Faculty of Law, University of São Paulo 45 (1950).
4. Schneider, J. “Preference Shares: A Popular Instrument.” Commerce du Levant, November 2008.
5. Wald, Arnoldo. “The Legal Regime of Usufruct over Quotas in Limited Liability Companies and Shares in Joint-Stock Companies.” Revista de Direito Mercantil, Industrial, Econômico e Financeiro, no. 77 (January–March 1990): 5–14.
Sixth: Foreign Electronic and Professional Sources
1. Çetinyılmaz, Ecem. “Usufruct over Registered Shares in a Joint-Stock Company.” Erdem & Erdem, 2018.
2. Morgenstern, Klaus. “Transferring Securities through Usufruct.” German Institute for Retirement Provision, 2025.
3. Rossi, Johanna. “Usufruct of Shares.” CPB Abogados, 2025.
Seventh: Iraqi Legislation and Regulations
1. Regulatory Directive No. 28, Special System for Depository, Settlement and Clearing at the Iraqi Depository Center.
Eighth: Comparative Arab Legislation
1. Lebanese Code of Commerce No. 304 of 1942, as amended by Law No. 126 of 2019.
2. Egyptian Law on Joint-Stock Companies, Partnerships Limited by Shares, and Limited Liability Companies No. 159 of 1981, as amended.
3. Moroccan Law No. 17.95 on Joint-Stock Companies, promulgated in 1996, as amended.
4. Lebanese Minister of Finance Decision No. 1/1472, as amended by Decision No. 1/394 of 2022.
Ninth: Comparative Foreign Legislation
1. French Civil Code, Article 1844, as amended.
2. French Commercial Code, Articles L225-110 and L225-140, as amended.
3. French Monetary and Financial Code, Article R561-1, as amended.
4. French Tax Code, Article 1133, as amended.
5. Italian Civil Code, Article 2352, as amended.
6. Spanish Companies Act No. 1 of 2010, as amended.
7. Brazilian Corporations Law No. 6.404 of 1976, as amended.
8. Argentine General Companies Law No. 19.550, as amended.
9. Portuguese Companies Code No. 262 of 1986, as amended.
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