The transfer of the partners' shares in the solidarity company
Keywords:
- share transfer, solidarity company, Iraqi company law, partner's share.Abstract
In a solidarity company, each partner is obligated to provide his share in the company and share the profits and losses between them according to the proportion of their share in the capital, and the partners' share system in a solidarity company aims to incentivize the partners to contribute to the success and prosperity of the company, and provides a fair distribution of profits and losses among the partners, in addition, the partners' share transfer system helps in creating a cooperative environment and effective participation that contributes to the achievement of the company's objectives.
The partners' shares in the Tadamun company are a key element in the establishment of the company, because the share determines the percentage of ownership of each partner in the Tadamun company, which is one of the most important commercial companies, and it is also one of the preferred companies for families, and therefore the Iraqi Companies Law No. 21 of 1997, as amended, regulated how to distribute and divide the shares of the partners in the Tadamun company.
The share of a partner in a solidarity company or a shareholder may be in cash or in kind, or both, and the partner's share may be a “work” in exchange for a percentage of the profits whose amount is specified in the company's articles of incorporation. The founders or partners may also provide shares or shares in the company's capital to a person in exchange for his work or services that benefit the company and achieve its objectives, but his share may not be based on his reputation or influence, nor may the partners' shares be represented in negotiable instruments.
Accordingly, one of the most important characteristics of solidarity companies is the inability of the partner to waive his share “all or part” or trade it, subject to the restrictions stipulated in the company's articles of incorporation, and any agreement to waive the shares without the prior approval of the company or the board of directors is void, and this waiver must be registered with the “Registrar of Companies”, and on the other hand, the partner may waive to third parties the financial rights related to his share in the company, and this waiver has no effect except between the two parties, to ensure the rights of all parties. The partnership is also terminated by death, unless it is agreed that the deceased's share will be transferred to his heirs.
References
First: Legal books:-
1. Dr. Akram Yamalki - Al-Wajeez fi Sharh Al-Qanun Al-Tijari Al-Iraqi, Vol. 2, In Commercial Companies, 2nd Ed. Amended, Baghdad, 1972.
2. Dr. Elias Nassif - Encyclopedia of Commercial Companies, Vol. 1, General Provisions of the Company for the Year 2008.
3. Dr. Tharwat Abdul Rahim - Commercial Business, the Trader and Commercial Companies in the New Commercial Law, Publications of the Judges Club, 2003.
4. Dr. Samiha Al-Qalyubi - Commercial Companies, 6th Ed., Dar Al-Nahda Al-Arabiya, 2014.
5. Dr. Saadoun Al-Amiri - Notes in Commercial Law (Scanned by Roneo),
6. Kamel Abdul Hussein Al-Baldawi - Commercial Companies in Iraqi Law, Dar Al-Kutub for Printing and Publishing, 1999.
7. Dr. Atef Mohamed El-Faqih - Commercial Law, Book Two, Commercial Companies, Al-Maaref Press, 2021.
8. Dr. Abdel-Razzaq El-Sanhouri, Al-Wasit (5), 1974, Clause 182.
9. Dr. Farouk Ibrahim Jassim - Al-Mujaz in Commercial Companies, without place of publication, and without year.
10. Dr. Latif Jabr Komani - Commercial Companies, a Comparative Legal Study, Dar El-Sanhouri, 1st ed., 2015,
11. Dr. Mohamed Farid El-Arini and Dr. Mohamed El-Sayed El-Faqih - Commercial Companies - Beirut - Lebanon, 2002.
Second: - Research and Periodicals: -
1. Ahmed Abdel-Amir Amin - Transfer of Partners' Shares in Joint Stock Companies, 2016.
2. Dr. Ben Latrash Mona - Lectures on Commercial Companies, for students of the Faculty of Law, University of the Brothers Mentouri in Constantine, 2023, published on the website, ..... https://fac.umc.edu.dz/droit/
3. Zainab Thamer Shahid - Lecture on the formation of a joint-stock company, for third-year students - Al-Mustaqbal University College, published on the internet
4. https://uomus.edu.iq/img/lectures21
5. Abdelhak Qrims - Minor partner in a joint-stock company, legal research published in the Journal of Legal and Political Research - a specialized journal issued by the Faculty of Law at the University of Jijel - Algeria, and on the website on 12/14/2017
6. https://asjp.cerist.dz/en/article/126858 ... Volume 2, Issue 3
7. Dr. Malak Abdul Latif Al-Tamimi - Transfer of the in-kind share in the joint-stock company through sale, 2020, an article published on the Internet, "https://portal.arid.my/ar
Third: - Laws: -
1. Iraqi Companies Law No. (21) of 1997 amended in 2004.
Fourth: - Judicial decisions: -
1. Decisions of the Iraqi Court of Cassation.
2. Decisions of the Egyptian Court of Cassation.
