MOROCCO CORPORATE LAW

Article 1: The general partnership, the limited partnership, the limited partnership

partnership with shares, the limited liability company and the joint-venture company, are governed

by this law and by the provisions of the dahir of 9 Ramadan 1331 (12 August 1913) forming the code

obligations and contracts, insofar as they are not contrary to the provisions of said

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 public limited companies apply to the companies covered by this law,

insofar as they are compatible with their own provisions.

Article 2: Are commercial by reason of their form and whatever their purpose, the companies concerned

in Titles II, Ill and IV of this law and only acquire legal personality from their

registration in the trade register. The regular transformation of the company into a company

of another form does not entail the creation of a new legal person. It is the same for the

extension.

Joint ventures whose purpose is commercial are commercial.

Title II: Of The Company In Collective Name

Article 3: The general partnership is a company whose partners all have the status of

trader and respond indefinitely and jointly for social debts.

The company’s creditors cannot pursue the payment of social debts against a partner,

only after having unsuccessfully put the company on notice by extrajudicial act. The formal notice will be

considered to be ineffective if, within the following eight days, the company has not paid its debts or

made up of guarantees; this period may be extended by order of the president of the court, ruling

in summary proceedings, only once and for the same duration.

Article 4: The general partnership is designated by a corporate name, to which can

be incorporated the name of one or more partners and which must be preceded or immediately followed by

the words “general partnership”.

The information provided for in the previous paragraph, as well as the statement of the amount of the share capital,

registered office and the registration number in the trade register must appear in the deeds,

letters, invoices, announcements, publications or other documents emanating from the company and intended for

third.

Anyone who knowingly accepts that their name be incorporated into the

company name is responsible for its commitments, under the same conditions

applicable to partners.

Article 5: The articles of association must, on pain of nullity of the company, be dated and indicate:

1 ° the first name, last name, domicile of each of the partners or, in the case of a legal person, their

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name, form and seat;

2 ° the incorporation in the form of a company in a collective name;

3 ° the object of the company;

4 ° the corporate name;

5 ° the head office;

6 ° the amount of the share capital;

7 ° the contribution of each partner and, in the case of a contribution in kind, the valuation given to him;

8 ° the number and value of the shares allocated to each partner;

9 ° the duration for which the company was incorporated;

10 ° the first name, last name, domicile of the partners or third parties who may bind the company, if applicable;

11 ° the registry of the court where the articles of association will be filed;

12 ° the signature of all the partners.

Article 6: All the partners are managers, unless otherwise stipulated in the articles of association which may designate

one or more managers, partners or not, or provide for their appointment by a subsequent act.

If a legal person is a manager, its directors are subject to the same conditions and obligations

and incur the same civil and criminal liability as if they were managers in their own name,

without prejudice to the joint and several liability of the legal person they manage.

Article 7: In relations between partners, and in the absence of the determination of his powers by

the articles of association, the manager may take any management action in the interest of the company.

In the event of multiple managers, they separately hold the powers provided for in paragraph

precedent, except the right for everyone to oppose any transaction before it is concluded.

Any agreement between a general partnership and one of its managers must be

subject to the prior authorization of the partners.

The manager is prohibited from carrying out any activity similar to that of the company, unless he is

authorized by the partners.

Article 8: In relations with third parties, the manager commits the company by acts entering into

the corporate purpose.

In the event of multiple managers, they separately hold the powers provided for in paragraph

previous. The opposition made by a manager to the actions of another manager has no effect with regard to the

third parties, unless it is established that they were aware of it.

The statutory clauses limiting the powers of the managers resulting from this article are

unenforceable against third parties.

The managers are individually or jointly responsible vis-à-vis the partners for the acts

carried out contrary to the law or the articles of association.

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Article 9: Decisions which exceed the powers granted to managers are taken unanimously

partners, unless otherwise stipulated in the articles of association with regard to certain decisions.

The statutes may also provide that decisions are taken by written consultation, if

the meeting of a general assembly is not requested by one of the partners.

Article 10: The management report, the inventory and the summary statements for the financial year drawn up by the

managers are subject to the approval of the shareholders’ meeting, within six months from

of the end of the said financial year.

To this end, the documents referred to in the previous paragraph, the text of the proposed resolutions as well as the

if applicable, the report of the statutory auditor (s) are communicated to the partners fifteen

at least days before the meeting of the assembly provided for in the preceding paragraph.

During the period of fifteen days preceding the meeting, the inventory is kept, at the registered office, at the

disposal of associates.

The deliberations of the partners are recorded in minutes, indicating the date and place of

the meeting, the first and last names of the partners present, the reports presented for discussion and a

summary of the debates, as well as the draft resolutions submitted to the vote and the result of the vote.

The minutes must be signed by each partner present.

If all the partners are managers, the provisions of the previous paragraph only apply to

decisions going beyond the prerogatives granted to the managers.

In the event of written consultation, it is mentioned in the minutes signed by the manager and

accompanied by the response of each partner.

Any deliberation, taken in violation of the provisions of this article, may be canceled.

The articles of association set the conditions that must be met by the partner who chairs the general meeting.

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

Article 11: The non-managing partners have the right, twice a year, to take note of the

head office of books, inventory, summary statements, management report and, where applicable,

the report of the statutory auditor (s) and the minutes of the meetings and to ask

questions on social management in writing, which must also be answered in writing.

Except with regard to the inventory, the right to take cognizance takes precedence over the right to take a copy.

The right to read can be carried out with the help of an advisor.

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

Article 12: The partners can appoint, by a majority of the partners, one or more auditors

to accounts.

However, are required to appoint at least one auditor, companies whose turnover at the

closing of the financial year, exceeds the amount of fifty million dirhams, excluding taxes.

Even if the threshold indicated in the previous paragraph is not reached, the appointment of one or more

auditors may be requested by a partner from the president of the court, ruling in

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referred.

Article 13: The provisions of Law No. 17-95 on public limited companies relating to the conditions of

appointment of statutory auditors, particularly in matters of incompatibility, to their

powers, their obligations, their responsibility, their replacement, their challenge, their

revocation and their remuneration are applicable to general partnerships, subject to the

rules specific to these.

Article 14: If all the partners are managers or if one or more managers chosen from among the

partners are designated in the articles of association, the dismissal of one of them from his / her functions cannot be

decided unanimously by the other partners. This revocation entails the dissolution of the company,

unless its continuation is provided for by the statutes or the other partners decide to

unanimity. The dismissed manager can then decide to withdraw from the company by requesting the

reimbursement of his social rights, the value of which is determined by the expert appointed by the

parties and in the event of disagreement by the president of the tribunal, ruling in summary proceedings. Any contrary clause

is deemed unwritten.

If one or more partners are managers and are not designated by the articles of association, each of them can

be removed from office, under the conditions provided for by the articles of association or, failing that, by a

decision of the other partners, managers or not, taken unanimously.

The non-associate manager may be dismissed under the conditions provided for by the articles of association or, failing that, by

a decision of the partners taken by majority.

If the revocation is decided without just cause, it may give rise to damages.

Article 15: The shares are registered. They can only be transferred with the

consent of all partners.

Any contrary clause is deemed unwritten.

Article 16: The transfer of shares must be recorded in writing, on pain of nullity. She is

made opposable to the company in the forms provided for in article 195 of the aforementioned dahir forming the code

obligations and contracts. However, service may be replaced by filing a copy of

the deed of transfer to the head office, against delivery by the manager of a certificate of this deposit to the

depositor.

It is only enforceable against third parties after these formalities have been completed and, moreover, after publicity.

in the commercial register.

Article 17: The company ends with the death of one of the partners, subject to the following provisions.

If it was stipulated that in the event of the death of one of the partners, the company would continue with its heirs or

only with the surviving partners, these provisions are followed, except to foresee that to become

partner, the heir must be approved by the company.

The same applies if it was stipulated that the company would continue, either with the surviving spouse, or with

one or more of the heirs, either with any other person designated by the articles of association or, if these

authorize it, by testamentary provisions.

When the company continues with the surviving partners, the heir is only the creditor of the

company and is entitled only to the value of the social rights of its author. The heir is likewise entitled to

this value if it has been stipulated that in order to become a partner he should be approved by the company and if this

approval was refused.

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When the company continues under the conditions provided for in paragraph 3 above, the beneficiaries of the

stipulation are indebted to the succession for the value of the social rights attributed to them.

In all the cases provided for in this article, the value of the social rights is determined on the day of

death, ie expert appointed by the president of the court, ruling in summary proceedings.

In the event of continuation, and if one or more of the partner’s heirs are unemancipated minors,

these only answer for social debts to the extent of the forces of the succession of their author

and in proportion to the emolument of each of them. In addition, society must be transformed, in

the period of one year, as from the death, in limited partnership, of which the minor becomes

sponsor. Otherwise, it is dissolved, unless the minor reaches the age of majority within this period.

Article 18: When a judgment of judicial liquidation or stopping a total disposal plan, a

order of prohibition to exercise a commercial profession, or a measure of incapacity is pronounced

with regard to one of the partners, the company is dissolved, unless its continuation is provided for by

the articles of association or that the other partners decide it unanimously.

In the case of continuation, the value of the social rights to be reimbursed to the partner who loses this

quality is determined, i.e. expert appointed by order of the president of the court ruling in

referred. Any contrary clause is deemed unwritten.

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

Title III: Of the Limited Partnership

Article 19: There are two types of limited partnership: the simple limited partnership and the

partnership Limited by shares.

Chapter One: The Limited Partnership

Article 20: The limited partnership is made up of general partners and partners

sponsors.

General partners have the status of general partners.

Limited partners are only liable for social debts up to the amount of

their contribution. This cannot be a contribution to industry.

Article 21: The provisions relating to general partnerships are applicable to companies in

simple sponsorship, subject to the rules set out in this chapter.

Article 22: The limited partnership is designated by a corporate name to which

may be incorporated the name of one or more general partners and which must be preceded or followed

immediately with the words “société en commandite simple”.

Article 23: In addition to the indications mentioned in article 5, the articles of association of the company must contain:

1 ° the share of the amount or value of the contributions of each general partner or limited partner

in social capital;

2 ° the total share of the general partners and the share of each limited partner in the

distribution of profits and in the liquidation surplus.

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Article 24: Decisions are taken under the conditions set by the statutes. However, the meeting

of a meeting of all the partners is of right, if it is requested either by a general partner, or

by a quarter in number and in capital of the limited partners.

Article 25: The limited partner may not perform any management act committing the company to vis-à-vis

third parties, even by virtue of a power of attorney.

In the event of a violation of the prohibition provided for in the preceding paragraph, the limited partner is

jointly and severally liable with the general partners, for the debts and commitments of the company which

result from prohibited acts.

Depending on the number or importance of these, he may be declared jointly and severally liable for all

commitments of the company or for a few.

Article 26: The limited partners have the right, at any time, to take cognizance of,

for the last three financial years, books, inventory, summary statements,

management and, where applicable, that of the statutory auditor (s) and of the minutes of

meetings and ask written questions about social management, which must be answered

also in writing.

Article 27: Company shares can only be transferred with the consent of all

associates.

However, the statutes may stipulate:

1 ° that the shares of the limited partners are freely transferable between partners;

2 ° that the shares of the limited partners can be sold to third parties outside the company

with the consent of all the general partners and the majority in number and capital of

sponsors;

3 ° that a general partner may transfer part of his shares to a limited partner or to a third party

foreign to the company under the conditions provided for in 2 ° above.

Article 28: The partners cannot change the nationality of the company.

Any modification of the articles of association is decided with the consent of all the general partners and the

majority in number and in capital of the limited partners.

Clauses enacting stricter majority conditions are deemed unwritten.

Article 29: 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 its heirs,

these become sponsors when they are unemancipated minors. If the deceased partner was the

sole general partner and if his heirs are all non-emancipated minors, his

replacement by a new general partner or the transformation of the company, within the

one year from the death. Otherwise, the company is automatically dissolved at the end of this period.

Article 30: In the event of judicial reorganization or liquidation of one of the general partners,

prohibition to exercise a commercial profession or incapacity affecting one of the partners

general partners, the company is dissolved, unless, if there is one or more other partners

partners, the continuation of the company is not provided for by the articles of association or that the partners do not

decide by the majority required for the modification of the statutes. In this case, the provisions of

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second paragraph of article 18 of this law are applicable.

Chapter II: The Partnership Limited by Shares

Article 31: The limited partnership with shares, the capital of which is divided into shares, is

formed between one or more general partners, who have the quality of trader and answer

indefinitely and jointly social debts, and sponsors, which have the quality

shareholders and only bear losses up to the amount of their contributions. The number of partners

limited partners cannot be less than three.

The limited partnership by shares is designated by a name where the name of one or more

several general partners may be incorporated and must be immediately preceded or followed by

the words “société en commandite par actions”.

Insofar as they are compatible with the special provisions provided for by this

chapter, the rules concerning simple limited partnerships and the provisions of Law No. 17-

95 relating to public limited companies, with the exception of those concerning their administration and

direction, are applicable to partnerships limited by shares.

Article 32: The first manager or managers are appointed by the statutes. They complete the formalities

constitution for which the founders of public limited companies are responsible.

During the existence of the company, unless otherwise provided in the articles of association, the manager (s) are

appointed by the ordinary general meeting of shareholders with the agreement of all the partners

sponsored.

The manager, partner or not, is dismissed under the conditions provided for by the articles of association.

In addition, the manager can be dismissed by the court for legitimate reasons, at the request of any partner or

of the society. Any contrary clause is deemed unwritten.

Article 33: The ordinary general meeting of shareholders appoints, under the conditions set by

the articles of association, a supervisory board, made up of at least three shareholders.

On pain of nullity of his appointment, a general partner cannot be a member of the board of

surveillance. Shareholders having the status of general partners cannot participate in the appointment

members of this council.

In the absence of a statutory provision, the rules concerning the appointment and term of office of

directors of public limited companies are applicable.

Article 34: The ordinary general meeting of shareholders appoints one or more auditors

to accounts; the provisions of Article 13 are applicable, subject to the rules specific to the

partnership Limited by shares.

Article 35: The manager is vested with the broadest powers to act in all circumstances at

name of the company, subject to the provisions of the last two paragraphs of Article 7 of the

this law.

In relations with third parties, the company is bound even by the acts of the manager which do not fall within the

not of the corporate object, unless it proves that the third party knew that the act went beyond this object or that he

could not ignore it given the circumstances, it being excluded that the only publication of the statutes

is sufficient to constitute this proof.

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The statutory clauses limiting the powers of the manager resulting from this article are

unenforceable against third parties.

The managers separately hold the powers provided for in this article. The opposition formed by a

manager to the acts of another manager has no effect with regard to third parties, unless it is established that they

were aware of it.

Subject to the provisions of this chapter, the manager has the same obligations as the board

administration of a public limited company.

Article 36: Any other remuneration than that provided for in the articles of association cannot be allocated to the manager

than by the ordinary general meeting of shareholders. It can only be done with the agreement of

general partners given, unanimously, unless otherwise stipulated in the articles of association.

Article 37: The supervisory board assumes the permanent control of the management of the company. He

has, for this purpose, the same powers as the statutory auditors.

He makes a report to the annual ordinary general meeting of shareholders in which he presents

in particular a judgment on the management of the company and reveal, where applicable, the irregularities and

inaccuracies that he may have noted in the summary statements for the year.

At the same time as the statutory auditors, the documents made available to

these.

He can convene the general meeting of shareholders.

Article 38: The provisions of Law No. 17-95 on public limited companies relating to agreements

concluded between the company and one of the members of its administrative, management or

management are applicable to agreements concluded directly or through an intermediary, between a

limited partnership by shares and one of its managers or one of the members of its board of

surveillance.

They are also applicable to agreements concluded between such a company and a company if

one of the managers or one of the members of the supervisory board of the company is the owner, partner

indefinitely responsible, manager, director, general manager, member of the management board or member

of the company’s supervisory board.

Authorization for these agreements is given by the supervisory board, excluding the participation of the

member of this council who is possibly involved.

Under penalty of nullity of the contract, managers other than legal persons are prohibited from

contract, in any form whatsoever, loans from the company, to obtain

by it an overdraft in a current account or otherwise, as well as have it surety or endorse by it

their commitments to third parties.

The same prohibition applies to permanent representatives of legal persons. It

also applies to spouses and relatives and allies up to and including the second degree

the persons referred to in this article, as well as any intermediary.

Article 39: The modification of the statutes requires, unless otherwise provided, the agreement of all

sponsored.

The modification of the articles of association resulting from a capital increase is noted by the managers.

Article 40: The provisions of Law No. 17-95 on public limited companies relating to shares in

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guarantee and liability of the founders are applicable to the managers of the company in

sponsorship by shares and to the members of its supervisory board.

Article 41: The provisions of Law No. 17-95 on public limited companies relating to liability

members of the administrative, management or management bodies, for fault committed in

the exercise of their mandate, are applicable to the managers.

Article 42: The members of the supervisory board do not incur any responsibility, due to

management acts and their results.

They can be declared civilly responsible for the offenses committed by the managers if, having had

knowledge, they did not reveal them to the general meeting of shareholders. They are

responsible for personal faults committed in the execution of their mandate.

Article 43: The transformation of the limited partnership by shares into a public limited company or into

limited liability company is decided by the extraordinary general meeting of shareholders,

with the agreement of two-thirds of the general partners, unless the articles of association lay down another

quorum.

Title IV: Of The Limited Liability Company

Chapter One: General Provisions

Article 44: The limited liability company is formed by one or more persons who do not

only bear losses up to the amount of their contributions.

Banking, credit, investment, insurance, capitalization and savings companies do not

can take the form of a limited liability company.

When the company, contrary to the provisions of article 982 of the Dahir forming the Code of

obligations and contracts, has only one person, this one is called “single partner”.

The sole shareholder exercises the powers vested in all the shareholders by the provisions of the

this title.

Article 45: The company is designated by a corporate name, which may include the

name of one or more partners, which must be immediately preceded or followed by the words ”

limited liability company “or the initials” SARL “or” limited liability company

of sole shareholder “.

The information provided for in the previous paragraph, as well as the statement of the amount of the share capital,

registered office and the registration number in the trade register, must appear in the deeds,

letters, invoices, announcements, publications or other documents emanating from the company and intended for

third.

Article 46 (amended section by section 1 st of Law No. 21-05 promulgated by Dahir No. 1-06 -21 14

February 2006 – 15 moharrem 1427; BO of March 2, 2006). The capital of this company must be ten

at least one thousand (10,000) dirhams. It is divided into equal shares, the nominal amount of which is not

may be less than ten (10) dirhams.

The reduction of the capital to a lower amount must be followed, within one year, by a

capital increase having the effect of bringing it to an amount at least equal to the amount

provided for in the previous paragraph, unless within the same period, the company has been transformed into a company

of another form. In the absence of an increase or conversion, any interested party may request

justice the dissolution of the company, two months after having put the legal representatives of this one in

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remains to regularize the situation.

The action is extinguished when this cause for dissolution has ceased to exist on the day the court rules on

the merits at first instance.

Article 47: The number of partners of a limited liability company may not exceed

fifty. If the company has more than fifty partners, it must, within the period of

two years, be transformed into a public limited company. Otherwise it is dissolved, unless, during the said

deadline, the number of partners does not reach the legally authorized number.

Article 48: In the event of a single-handed combination of all the parts of a liability company

limited, the company continues.

Article 49: A limited liability company cannot have another company as its sole partner

limited liability company composed of one person.

In case of violation of the provisions of the previous paragraph, any interested party may request the dissolution

irregularly constituted companies. When the irregularity results from the one-handed meeting

of all the shares of a company having more than one partner, the request for dissolution cannot be made

less than a year after the meeting of the parts. In all cases, the court may grant a delay

maximum of six months to regularize the situation and cannot pronounce the dissolution if, on the day

first instance ruling on the merits, this regularization has taken place.

Chapter II: Of the Constitution

Article 50 (amended section by section 1 st of Law No. 21-05 promulgated by Dahir No. 1-06 -21 14

February 2006 – 15 moharrem 1427; BO of March 2, 2006). All partners must intervene in the act

constitutive of the company, in person or by representative justifying a special power.

The articles of association must, on pain of nullity of the company, be dated and indicate:

1 ° the first name, last name, domicile or, where applicable, if they are legal persons, the denomination,

form and seat of each of the partners;

2 ° the constitution in the form of SARL;

3 ° the corporate purpose;

4 ° the corporate name;

5 ° the head office;

6 ° the amount of the share capital;

7 ° the contribution of each partner and, in the case of a contribution in kind, the valuation given to him;

8 ° the distribution of shares among the partners;

9 ° the duration for which the company was incorporated;

10 ° the first name, last name, domicile of the partners or third parties who may bind the company, if applicable;

11 ° the registry of the court where the articles of association will be filed;

12 ° the signature of all the partners.

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Section 51 (amended section by section 1 st of Law No. 21-05 promulgated by Dahir No. 1-06 -21 14

February 2006 – 15 moharrem 1427; BO of March 2, 2006). The shares must be subscribed in

all by the partners. They must be fully paid up when they represent

contributions in kind. Units representing cash contributions must be paid up by at least

a quarter of their amount. The release of the surplus occurs on one or more occasions by decision of the

manager, within a period which may not exceed five years from the registration of the company at

the commercial register. However, the share capital must be fully paid up before any

subscription of new shares to be paid in cash, on pain of nullity of the transaction.

When the calls for funds to carry out the release have not been made within the five-year period

full capital, any interested party may apply to the president of the commercial court ruling by

referred either to order the manager under penalty to make these calls for funds, or to appoint a

agent responsible for carrying out this formality.

Company shares cannot represent contributions to industry. However, when the object of the

company concerns the operation of a business or a craft business, brought to the

company or created by it from tangible or intangible elements provided to it in kind,

the contributor in kind can contribute his industry when his main activity is linked to the realization

of the corporate purpose. The contribution of the industry contributor to its contribution to losses is

determined by the articles of association without being able to be greater than that of the partner who has the least

brought. The articles of association determine the terms according to which these shares are subscribed.

The funds from the release of the shares are deposited within eight days of their

receipt, by the persons who received them, in a blocked bank account.

Article 52: The withdrawal of funds from the release of the shares can be made by the

agent of the company, against delivery of a certificate from the court registry attesting that the company

has been incorporated in the commercial register.

If the company is not incorporated within six months from the first deposit of funds, the

contributors can, either individually or by proxy representing them collectively,

ask the president of the court of the place of the registered office, ruling in summary proceedings, the authorization to withdraw the

amount of their contributions.

If the contributors subsequently decide to constitute the company, it must be carried out again.

deposit of funds.

The provisions of the previous paragraphs apply in the event of a capital increase.

Article 53: The articles of association must contain the evaluation of each contribution in kind. It is carried out

seen in a report appended to the articles of association and drawn up under its responsibility by a contribution auditor

appointed by unanimity of the future partners from among the persons authorized to exercise the functions of

statutory auditors or, failing that, by order of the president of the court, ruling in summary proceedings,

at the request of the most diligent future partner.

However, the future associates can decide unanimously that the use of a commissioner

contributions will not be compulsory, when the value of any contribution in kind does not exceed one hundred thousand

dirhams and if the total value of all contributions in kind not subject to the evaluation of a

contribution auditor does not exceed half of the capital.

When the company is formed by a single person, the contribution auditor is appointed by

the sole partner. However, recourse to a contribution auditor is not compulsory if the

conditions provided for in the previous paragraph are met.

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When there was no contribution auditor or when the value used is different from that

proposed by the contribution auditor, the partners are jointly and severally liable for five

years, with regard to third parties, of the value attributed to contributions in kind, when the

society.

Chapter III: Social Shares

Article 54: On pain of nullity of the issue, a limited liability company is prohibited

to issue securities.

Under penalty of nullity of the guarantee, he is also prohibited from guaranteeing an issue of securities.

movable.

Article 55: Company shares cannot be represented by negotiable securities.

Article 56: Company shares are freely transferable by inheritance and freely

transferable between spouses, parents and allies up to and including the second degree.

However, the articles of association may stipulate that one of the aforementioned persons or the heir cannot become

partners only after having been approved under the conditions they provide. Under penalty of nullity of the clause,

the time limits given to the company to decide on the approval may not be longer than those

provided for in Article 58, and the majority required may not be greater than that provided for in the said Article. In case

refusal of approval, the provisions of paragraphs 3 and 4 of article 58 are applied.

of the solutions provided for in these subparagraphs does not come into effect within the time limits set, the approval is deemed to have been acquired.

Article 57: In the event of a plurality of assignees referred to in the preceding article and, if this results in a

exceeding the number set in Article 47, their shares only constitute shares held by a

single person with regard to society. These assignees must be represented by one of them

before the company, unless their shares are sold to one or more of them or to

third party, within the limit set in said article 47.

Article 58: Company shares may not be transferred to third parties without the consent of the

majority of partners, representing at least three quarters of the shares.

When the company has more than one partner, the proposed sale is notified to the company and to each

partners, either under the conditions listed in articles 37, 38 and 39 of the Code of Procedure

civil, or by registered letter with acknowledgment of receipt. If the company has not made known its

right of protest within thirty days of the last of the notifications provided

in this paragraph, consent to the transfer is deemed to have been acquired.

If the company has refused to consent to the transfer, the partners are required within the period of thirty days, to

from this refusal, to acquire or have acquired the units at a price set as stated in article

14. Any clause to the contrary is deemed unwritten. At the request of the manager, this period can be extended

only once by order of the president of the court, ruling in summary proceedings, without this

extension may exceed three months.

The company may also, with the consent of the assigning partner, decide, within the same period,

to reduce its capital by the amount of the par value of the shares of this partner and to buy back these

units at the price determined under the conditions provided above. A payment deadline which cannot

exceeding six months may, upon justification, be granted to the company by order of the summary judge.

The sums due bear interest at the legal rate, from the date of the decision of the meeting of

reduce the capital, if necessary, the provisions of article 46 will be followed.

If, at the end of the time limit, none of the solutions provided for in paragraphs 3 and 4 above are

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intervened, the partner can carry out the transfer initially planned.

Except in the case of inheritance or donation to a spouse, ascendant or descendant until

second degree inclusively, the assigning partner cannot avail himself of the provisions of paragraphs 3 and

5 above if he has not held his shares for at least two years.

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

Article 59: If the company has given its consent to a plan to pledge shares

under the conditions provided for in paragraphs 1 and 2 of article 58, this consent will entail approval

of the assignee in the event of forced realization of pledged shares, unless the company

prefers after the sale, to repurchase the units without delay in order to reduce its capital.

Article 60: The shares are freely transferable between the partners.

If the articles of association contain a clause limiting the transferability, the provisions of article 58 are

applicable; however, the statutes may, in this case, reduce the majority or shorten the time limits

provided for in said article.

Article 61: The transfer of shares is subject to the provisions of article 16.

Chapter IV: Management

Article 62: The limited liability company is managed by one or more natural persons.

The managers can be chosen outside the partners. They are appointed and the duration of their mandate

fixed by the partners in the articles of association or by a subsequent act, under the conditions provided for in

second paragraph of Article 75.

In the absence of statutory provisions, the manager, partner or not, is appointed for a period of 3

years.

Article 63: In relations between partners, the powers of the managers are determined by the

statutes, and in the silence of these, each partner can carry out any management act in the interest

of the society.

In relations with third parties, the manager is vested with the broadest powers to act in all

circumstance on behalf of the company, subject to the powers expressly granted by law to

associates.

The company is committed even by acts of the manager which do not fall within the corporate purpose, unless

that it does not prove that the third party knew that the act went beyond this object or that he could not ignore it, account

given the circumstances, it being excluded that the mere publication of the statutes is sufficient to constitute this

proof.

The statutory clauses limiting the powers of the managers resulting from this article are

unenforceable against third parties.

In the event of multiple managers, they separately hold the powers provided for in this article.

The opposition made by a manager to the acts of another manager has no effect with regard to third parties,

unless it is established that they were aware of it.

The provisions of paragraph 4 of article 7 are applicable to the managers of the liability company.

limited.

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Article 64: The manager or, where applicable, the statutory auditor (s), present to the

the general meeting or attach to the documents communicated to the partners in the event of consultation

written, a report on the agreements concluded directly or by an intermediary between the

company and one of the managers or partners. The general assembly decides on this report. The manager or

interested partner cannot take part in the vote and his shares are not taken into account for the

calculation of quorum and majority.

However, in the absence of an auditor, agreements concluded by a non-partner manager

are subject to the prior approval of the general meeting.

By way of derogation from the provisions of the first paragraph, when the company has only one partner

and that the agreement is concluded with it, it is only mentioned in the register of

deliberations.

Non-approved agreements nevertheless produce their effects, at the expense of the manager and, if there is

place, for the contracting partner, to bear individually or jointly, as the case may be, the

consequences of the contract harmful to society.

The provisions of this article extend to agreements entered into with a company, one of which

indefinitely responsible partner, manager, director, general manager, member of the management board or

member of the supervisory board, is simultaneously manager or partner of the company

limited liability.

Article 65: The provisions of Article 64 are not applicable to agreements relating to

current operations and concluded under normal conditions.

Article 66: On pain of nullity of the contract, managers or partners are prohibited.

to contract, in any form whatsoever, loans from the company, to obtain

agree by it to an overdraft in a current account or otherwise, as well as to guarantee or

through it to endorse their commitments to third parties.

This prohibition applies to legal representatives of associated legal persons.

This prohibition also applies to spouses, relatives and allies up to the second degree.

inclusive, the persons referred to in the preceding paragraphs as well as any intermediary.

Article 67: The managers are responsible, individually or jointly, as the case may be, towards the

company or towards third parties, or infringements of the legal provisions applicable to companies

limited liability, either for violations of the statutes, or for mistakes made in their management.

If several managers have cooperated in the same facts, the court determines the contributory share of each

in repairing the damage.

In addition to the action for compensation for personal injury, the partners can either

individually, or by forming a group, institute social action for liability against the managers. The

claimants are entitled to pursue compensation for the entire damage suffered by the company at

which, if any, damages are awarded.

To this end, the partners representing at least a quarter of the capital may, in a common interest,

charge, at their own expense, one or more of them to represent them to support, both in demand

than in defense, social action against managers. The withdrawal during the proceedings of one or more

partners, either they have lost the quality of partner, or they have voluntarily withdrawn, is

without effect on the continuation of the said proceeding.

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When the social action is brought under the conditions provided for in this article, the court cannot

rule that if the company has been regularly questioned through its representatives

legal.

Any clause of the articles of association having the effect of subordinating the exercise of the action is deemed unwritten.

company with the prior opinion or authorization of the general meeting, or which would include in advance

waiver of the exercise of this action.

No decision of the general meeting of shareholders may have the effect of extinguishing a share.

in liability against the managers for fault committed in the performance of their mandate.

Article 68: (amended section by section 1 st of Law No. 21-05 promulgated by Dahir No. 1-06 -21 14

February 2006 – 15 moharrem 1427; BO of March 2, 2006) . Liability actions provided for in

Article 67 are prescribed by five years from the harmful event or, if it has been concealed, from its

revelation. For the items included in the summary statements, the limitation period begins to run

from the date of filing at the registry provided for in Article 95 below. However, when the fact is

qualified crime, the action is prescribed by 20 years.

Article 69: The manager is revocable by decision of the partners representing at least three quarters

shares. Any contrary clause is deemed unwritten. If the revocation is decided without

just cause, it may give rise to damages.

In addition, the manager can be dismissed by the courts for legitimate reasons, at the request of any partner.

Article 70: The management report, the inventory and the summary statements drawn up by the managers, are

subject to the approval of the shareholders meeting in general meeting, within six months from the date of

closing of the financial year.

To this end, the documents referred to in the previous paragraph, the text of the proposed resolutions as well as the

if applicable, the report of the statutory auditor (s) are sent to the fifteen shareholders

at least days before the date of the general meeting. During this period, the inventory is kept, at the head office

social security, available to partners, who cannot copy it. Any deliberation, taken into

violation of the provisions of this paragraph may be canceled.

From the communication provided for in the previous paragraph, any partner has the right to ask in writing

questions to which the manager is required to answer during the meeting.

The partner may, in addition, and at any time, obtain communication of the books, inventory, statements

summary, the report of the managers and, where applicable, the report of the statutory auditor (s)

accounts and minutes of general meetings for the last three financial years.

Except with regard to the inventory, the right to take cognizance takes precedence over the right to take a copy.

The right to know can be carried out with the help of an advisor.

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

Chapter V: The General Assembly

Article 71: Decisions are taken in general assembly. However, these statutes may stipulate

except that provided for in the first paragraph of Article 70, all decisions or certain

of them can be taken by written consultation of the partners; the statutes set the conditions

and the timeframe for this consultation.

The shareholders are invited to general meetings at least fifteen days before their meeting,

16

by registered letter with acknowledgment of receipt indicating the agenda. The summons is made

by the manager or, failing that, by the statutory auditor (s), where applicable.

The convocation must mention the agenda indicating the subjects so as to avoid resorting to

other documents.

One or more partners holding half of the shares or holding, if they represent at

at least a quarter of the partners, a quarter of the shares, can request the meeting of a

general assembly. Any contrary clause is deemed unwritten.

Any partner, after having unsuccessfully asked the manager to hold a general meeting, may

ask the president of the court, ruling in summary proceedings, for the appointment of a representative responsible for

convene the general meeting and set its agenda.

Any irregularly convened meeting may be canceled. However, the action for nullity is not

admissible when all the partners were present or represented.

Article 72: Each partner has the right to participate in decisions and has an equal number of votes

to that of the shares he owns.

A partner can be represented by his spouse unless the company understands that the

two spouses. Unless the partners are two in number, a partner can be represented by a

other partner.

The mandate given for an assembly is valid for the successive assemblies convened with the

same agenda.

A partner can only be represented by another person if the articles of association allow it.

He cannot constitute a proxy to vote for a part of his shares and vote in person.

on the part of the other party.

Any clause contrary to the provisions of paragraphs 1, 2 and 5 above is deemed unwritten.

Article 73: The deliberations of the partners are recorded in a report, indicating the date

and the place of the meeting, the first and last names of the partners present or represented and the share of each

from them, the report and documents presented and a summary of the deliberations, as well as the draft

resolutions submitted to a vote and the result of the vote.

The articles of association set the conditions that must be met by the partner who chairs the general meeting.

In the event of written consultation, this is mentioned in the minutes which must be accompanied by

every answer.

The minutes are drawn up by the president and signed by him.

Article 74: In general meetings or during written consultations, decisions are

adopted by one or more partners representing more than half of the shares.

If this majority is not obtained, and unless otherwise stipulated in the articles of association, the partners are, according to

cases, convened or consulted a second time, and decisions are taken by majority vote

issued, regardless of the number of voters.

Article 75: The partners cannot change the nationality of the company.

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Any modification of the articles of association is decided by the partners representing at least three-quarters of the

share capital. Any clause requiring a higher majority is deemed unwritten. However, in

in no case, the majority can oblige a partner to increase his social commitment.

By way of derogation from the provisions of the previous paragraph, the decision to increase the capital by

incorporation of profits or reserves is taken by the partners representing at least half

shares.

Article 76: The first three paragraphs of Article 70, Articles 71 to 74 and paragraphs 2 and 3 of

Article 75 does not apply to companies which have only one partner.

In this case, the management report, the inventory and the summary statements are drawn up by the manager.

The sole shareholder approves the accounts, if applicable, after a report from the statutory auditor (s).

accounts, within six months from the end of the financial year.

The sole shareholder cannot delegate his powers. Its decisions, taken instead of the assembly

general, are listed in a register.

Decisions taken in violation of the provisions of this article may be annulled at the

request at all interested.

Chapter VI: Modification of the Share Capital

Article 77: In the event of a capital increase by subscription of shares in cash, the

provisions of the last paragraph of article 51 are applicable.

Withdrawal of funds from subscriptions can be made by an agent of the company

after issuance of the depositary’s certificate.

If the capital increase is not carried out within six months from the first deposit of

fund, the provisions of the second paragraph of article 52 may be applied.

Article 78: If the capital increase is carried out, either in full or in part by contributions in

nature, the provisions of the first paragraph of article 53 are applicable. However, the commissioner

contributions is appointed by order of the president of the court, ruling in summary proceedings, at the request of the

manager.

When there was no contribution auditor or when the value used is different from that

proposed by the contribution auditor, the managers of the company and the persons who have subscribed to

increase in capital are jointly and severally liable for five years, with regard to third parties of the

value attributed to said contributions.

Article 79: The capital reduction is authorized by the shareholders’ meeting ruling in the

conditions required for the modification of the statutes. In any case, it may not affect

equality of partners.

If there are statutory auditors, the proposed capital reduction is communicated to them.

at least forty-five days before the date of the meeting of the general shareholders’ meeting called

to rule on this project. They make known to the general assembly their assessment of the causes and

conditions of reduction.

When the general meeting approves a capital reduction project not motivated by losses,

creditors whose claim is prior to the date of filing at the registry of the minutes of

deliberation may oppose the reduction within thirty days from the date

of said deposit. The opposition is served on the company by extrajudicial document and brought before the court.

18

The president of the tribunal, ruling in summary proceedings, rejects the opposition or orders either the reimbursement of

receivables, or the constitution of guarantees, if the company offers them and if they are considered sufficient. The

capital reduction operations cannot begin during the opposition period.

The purchase of its own shares by a company is prohibited. However, the general assembly which decided

a reduction in capital not motivated by losses may authorize the manager to buy a number

determined of shares to cancel them.

Chapter VII: Control of the Limited Liability Company

Article 80: The partners may appoint one or more auditors in the

conditions provided for in the second paragraph of section 75.

However, are required to appoint at least one auditor, companies with

limited liability whose turnover, at the end of a financial year, exceeds the amount of

fifty million dirhams, excluding taxes.

Even if the threshold indicated in the previous paragraph is not reached, the appointment of a commissioner

accounts may be requested from the president of the tribunal, ruling in summary proceedings, by one or more

partners representing at least a quarter of the capital.

Article 81: Any non-managing partner may, twice per fiscal year, ask questions in writing to the

manager of any fact likely to compromise the continuity of operations. The manager’s response is

communicated to the statutory auditor (s), if applicable.

Article 82: One or more partners representing at least a quarter of the share capital may either

individually, or by grouping together in any form whatsoever, ask the president of the

court, ruling in summary proceedings, the appointment of one or more experts to present a report

on one or more management operations.

If the request is granted, the interim order determines the scope of the assignment and the

powers of experts, the manager duly called. It can charge the fees to the

society.

The report is sent to the applicant, to the statutory auditor (s), if applicable, as well as

than the manager. This report must also be appended to the one drawn up by the statutory auditor (s).

accounts for the next general meeting and receive the same publicity.

Article 83: The provisions of article 13 of this law are applicable to companies with

limited liability, subject to their own rules.

Article 84: The repetition of dividends not corresponding to actually acquired profits,

may be required of the partners who have received them.

The repetition action lapses after five years from the date of distribution of the dividends.

Chapter VIII: Dissolution of the Company

Article 85: The limited liability company is not dissolved when a judgment of liquidation

judicial decision, the prohibition to manage or a measure of incapacity is pronounced with regard to one of the

associates.

It is not dissolved either by the death of a partner, unless otherwise stipulated in the articles of association.

19

Article 86: If, due to losses noted in the summary statements, the net situation of the

company becomes less than a quarter of the share capital, the partners decide, by the majority required to

modification of the articles of association within three months of the approval of the accounts which

show this loss, if any, to early dissolution of the company.

If the dissolution of the company is not pronounced, it is held, at the latest at the close of

the financial year following that in which the losses were recognized and subject to the

provisions of Article 46, to reduce its capital by an amount at least equal to that of the losses which

could not be set off against the reserves, if, within this period, the equity capital has not been reconstituted at

competition of at least a quarter of the share capital.

In both cases, the resolution adopted by the partners is published in a newspaper authorized to

receive legal notices, filed with the court office for the place of this seat and entered in the register

Trade.

(Article amended by Article 1 st of Law No. 21-05 enacted by Dahir No. 1-06 -21 February 14, 2006

– 15 moharrem 1427; BO of March 2, 2006) . Failing that, by the manager or the statutory auditor (s)

accounts, if applicable, to bring about a decision or if the partners were unable to validly deliberate,

any interested party can ask the court to dissolve the company. It is the same if the

provisions of paragraph 2 above have not been applied. In all cases, the court may

give the company a maximum period of one year to regularize the situation; he cannot pronounce the

dissolution, if, on the day when it rules in first instance on the merits, this regularization has taken place.

The provisions of this article are not applicable to companies in receivership.

Chapter IX: Of The Transformation Of Society

Article 87: The transformation of a limited liability company into a general partnership requires

the unanimous agreement of the partners.

The transformation into a limited partnership or a limited partnership with shares is decided

in accordance with the statutes of the limited liability company and with the agreement of all the partners

who agree to be sponsored.

The transformation is decided upon after presentation of the report of the statutory auditor (s) of

the company, if applicable, on its situation; failing this, they are designated by order of the

president of the court, ruling in summary proceedings, except with unanimous agreement of the partners and this, at the request of the

manager.

The transformation into a public limited company is decided by the majority required for the modification of the

articles of association of the limited liability company; in this case, the provisions of article 36 of law no.

17-95 relating to public limited companies are applied.

Any transformation carried out in violation of the rules of this article is void.

Title V: Of the Joint Venture

Article 88: The joint venture only exists in relations between partners and is not

intended to be known to third parties.

It does not have legal personality.

It is not subject to registration or to any formality of publicity and its existence may be

proven by all means.

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It can be created de facto.

Article 89: The partners freely agree on the corporate purpose, their rights and obligations

respective terms and conditions of operation of the company, subject to the provisions

imperatives contained in particular in articles 982, 985, 986, 988 and 1003 of the aforementioned dahir

forming the Code of Obligations and Contracts.

Unless otherwise stipulated, their relations are governed, if the company has a character

commercial, by the provisions applicable to general partnerships.

With regard to third parties, each partner contracts in his personal name. He is alone engaged even in the

case where he reveals the names of the other partners without their agreement. However, if the participants act

ostensibly as partners, they are held to third parties as partners in name

collective.

Article 90: Unless otherwise provided, each partner retains ownership of his contribution.

However, the partners may agree to put certain contributions in joint possession.

The property that the partners acquire through use or re-use of undivided funds during the term of the

company, are deemed to be undivided.

Article 91: When the joint venture is for an indefinite period, its dissolution may result

at any time of a notification sent by one of them to all the partners, provided that this

notification is made in good faith and not out of time.

Unless otherwise stipulated, no partner may request the partition of undivided property before the

dissolution of the company.

Title VI: Civil Liability

Article 92: The first managers and partners to whom the nullity of the company or one of its

decisions is imputable, are jointly responsible, towards the other partners and third parties of the

damage resulting from nullity. The action is prescribed by five years from the day on which the decision

cancellation has become res judicata.

Title VII: Advertising

Article 93: Advertising is done:

– by filing deeds or documents at the clerk of the court of the place of the registered office;

– and by inserting notices or announcements in a newspaper authorized to receive legal announcements and

Official Bulletin.

Article 94: The publicity formalities are carried out promptly and under the responsibility of the

legal representatives of companies.

During the liquidation, the liquidator performs, under his responsibility, the publicity formalities

incumbent on legal representatives.

With regard to the operations of a limited liability company which took place before the sixteenth

day of publication in the Official Bulletin of the acts and documents subject to this publication, these acts and

21

documents are not opposable to third parties who prove that they were unable to obtain them

knowledge.

If in the publication of documents and documents, there is a discrepancy between the text filed in the register of

trade and the text published in the Official Bulletin, the latter cannot be opposed to third parties; these

may however rely on it, unless the company proves that they were aware of the text

filed in the commercial register.

Article 95: Within thirty days of the constitution of a commercial company, the

filing two copies or two copies of the articles of association at the court office for the place of the registered office.

In addition, commercial companies are required to file at the court registry, within thirty

days following their approval by the general assembly, two copies of the summary statements

accompanied by a copy of the report of the statutory auditor (s), if applicable.

Article 96 (amended section by section 1 st of Law No. 21-05 promulgated by Dahir No. 1-06 -21 14

February 2006 – 15 moharrem 1427; BO of March 2, 2006) . After registration in the register of

trade, the incorporation of the company is publicized by means of a notice in the “Official Bulletin

»And in a newspaper of legal notices within a period not exceeding thirty days.

This notice contains the following indications:

1. the form of the company;

2. the corporate name;

3. the corporate purpose indicated briefly;

4. the address of the registered office;

5. the duration for which the company is incorporated;

6.the amount of the share capital with an indication of the amount of cash contributions as well as the

summary description and assessment of contributions in kind;

7. the first name, surname, capacity and domicile of the partners;

8.the first name, surname, capacity and domicile of the partners or third parties having the power to bind the company

towards third parties;

9 – the registration number in the trade register.

Article 97: Are subject to the same filing and publication conditions prescribed in Articles 95 and

96:

– all acts, deliberations, or decisions having the effect of modifying the articles of association, with the exception of

changes in managers, members of the supervisory board and the first

auditors appointed in the articles of association;

– all acts, deliberations or decisions recording the dissolution of the company with an indication of the

first name, surname and domicile of the liquidators and the seat of the liquidation;

– all legal decisions pronouncing the dissolution or nullity of the company;

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– all acts, deliberations or decisions recording the closure of the liquidation.

Article 98: Failure to observe the filing and publication formalities results in:

– in the case of articles 95 and 96, the nullity of the company;

– in the case of article 97, the nullity of acts, deliberations or decisions.

All subject to the regularizations provided for in Articles 340, 342, 343 and 344 of Law No. 17-95

relating to public limited companies.

Article 99: Any person has the right to take communication of the documents deposited at the registry of the

court and have it delivered, at its expense, forwarded or extracted by the registry or by the notary holder

of the minute.

Title VIII: Offenses And Penal Sanctions

Chapter One: General Provisions

Article 100: The provisions of this title relating to the managers of companies covered by this law

will be applicable to any person who, directly or through an intermediary, has in fact exercised

the management of these companies under cover or instead of their legal representatives.

Article 101: (amended by section 1 st of Law No. 21-05 enacted by Dahir No. 1-06 from 14 -21

February 2006 – 15 moharrem 1427; BO of March 2, 2006) .The sanctions provided for in this title are

doubled in the event of a repeat offense.

Notwithstanding the provisions of articles 156 and 157 of the Penal Code, is in a state of recidivism, at

meaning of this law, anyone who has previously been the subject of a conviction by judgment

having acquired the force of res judicata with a prison sentence and / or a fine, commits

the same offense less than 5 years after the expiry of this sentence or of its prescription.

Article 102: (article repealed by article 2 of law n ° 21-05 promulgated by dahir n ° 1-06-21 of 14

February 2006 – 15 moharrem 1427; BO of March 2, 2006) .

Article 103: Notwithstanding the provisions of Articles 55, 149 and 150 of the Penal Code, the

fines provided for by this law may not be reduced below the legal minimum and the

conditional sentences can only be ordered for prison sentences.

Chapter II: Common Offenses And Sanctions

Article 104: The provisions of articles 404 and 405 of law n ° 17-95 relating to companies

anonymous are applicable to the statutory auditors.

The provisions of article 403 of the aforementioned law are applicable to the managers of the company if the latter

is required to appoint one or more statutory auditors.

The provisions of article 406 of the aforementioned law are applicable to the managers of the company or to any

person in the service of the company, if the checks and controls are knowingly obstructed

carried out by the auditors or appointed experts.

Article 105: The provisions of Articles 421 to 424 of Law No. 17-95 relating to companies

anonymous are applicable to liquidators.

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Article 106: Shall be punished with imprisonment of one to six months and a fine of 2,000 to

20,000 dirhams or one of these penalties only, the managers who have fraudulently made

assign to a contribution in kind, an evaluation higher than its real value.

Article 107: Shall be punished by imprisonment of one to six months and a fine of 10,000 to 100

000 dirhams or one of these two penalties only:

1.the managers who have knowingly effected the distribution of fictitious dividends among the partners, in

lack of inventory or by fraudulent inventory;

2. the managers who, even in the absence of any distribution of dividends, will have knowingly presented

to the partners of the summary statements that do not give, for each financial year, a faithful image of the

result of the financial year, the financial situation and the assets at the end of this period with a view to

to conceal the true situation of society;

3. the managers who, in bad faith, have made a use of the property or credit of the company which they

know contrary to the economic interest of the latter, for personal gain or to favor another

company or business in which they are directly or indirectly interested;

4. the managers who, in bad faith, will have made, of the powers which they possess or of the votes of which they

have, in this capacity, a use which they know to be contrary to the economic interests of the company, to

for personal purposes or to promote another company or business in which they are

interested directly or indirectly.

Article 108: Will be punished with a fine of 10,000 to 50,000 dirhams, the leaders who will not have

proceeded within the legal time limits to one or more deposits of documents or acts at the registry of the court or

who have not carried out one or more publicity formalities provided for in this law.

Article 109: Managers who do not have, will be punished with a fine of 2,000 to 40,000 dirhams,

for each financial year, made the inventory, established the summary statements and a management report.

Article 110: Managers who:

1.will not make available to any partner, at the registered office, the minutes of the

meetings, the summary statements, the inventory, the managers’ report and, if applicable, the report of the

or auditors;

2. have not proceeded to the meeting of the shareholders’ meeting within six months of the close of

exercise or which have not submitted for approval to the said meeting or to the sole shareholder

inventory, summary statements and management report.

Article 111: Managers who do not have, will be punished with a fine of 2,000 to 10,000 dirhams,

within fifteen days before the date of the general meeting, sent to the partners the statements of

summary, the management report, the text of the proposed resolutions and, where applicable, the report of the

auditors.

Article 112: The managers who have failed to comply will be punished with a fine of 1,000 to 5,000 dirhams.

mention on all acts or documents emanating from the company and intended for third parties,

the indication of its corporate name, immediately preceded or followed by the indication of its form

or its initials and the statement of the share capital.

Any legally bound person who:

1.will not have brought the decisions of the shareholders’ meeting to the required minutes and brought the

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indications indicated in articles 10 and 73 according to the form of the company;

2.will not have entered the said minutes in the register of meetings held at the

head office of the company.

Chapter III: Offenses And Sanctions Specific To Companies A

Limited Liability

Article 113: Shall be punished by imprisonment of one to six months and a fine of 2,000 to 40

000 dirhams or one of these two penalties only, the managers of a liability company

limited who knowingly made a false declaration in the company deed concerning the

distribution of the shares among all the partners, the release of the shares or the deposit of funds, or

will have willfully omitted to make this declaration.

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

Article 114: Shall be punished by imprisonment of one to six months and a fine of 2,000 to 30

000 dirhams or one of these two penalties only, the managers of a liability company

limited which will have issued, on behalf of the company, any transferable securities, either

directly or through an intermediary.

Article 115: Shall be punished by imprisonment of one to six months and a fine of 2,000 to 20

000 dirhams or one of these two penalties only, the managers of a liability company

which, knowingly, when the equity of the company as a result of losses recognized in the

summary statements, becomes less than a quarter of the share capital:

1.will not have, within three months of the approval of the accounts showing these

losses, consulted the partners in order to decide whether there is a need for the early dissolution of the company;

2.have not, filed with the court registry, entered in the trade register and published in a newspaper

of legal announcements, the decision adopted by the partners.

Article 116: Any person who, despite

the prohibition set out in article 66, will have contracted loans from the company under some

form whatsoever, has made an overdraft in a current account or otherwise, or

has it guarantee or endorse its commitments to third parties.

Article 117: The managers of a company with

limited liability which will not have, at any time of the year, made available to any associate,

at the head office, the following documents concerning the last three financial years submitted to

general meetings: summary statements, inventories, manager’s reports and, where applicable, the

the statutory auditor (s), and minutes of general meetings.

Chapter IV: Offenses And Sanctions Specific To Companies

In Limited by Shares

Article 118: The penal sanctions of Law n ° 17-95 relating to public limited companies are

applicable to partnerships limited by shares.

Sanctions specific to chairmen, directors, general managers or members of the management board

public limited companies apply to managers of limited partnerships with

concerns their skills.

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Title IX: Miscellaneous And Transitional Provisions

Article 119: All deadlines provided for by this law are clear deadlines.

Article 120: This law is applicable to companies which will be incorporated in the territory of the

Kingdom after the date of entry into force of the legislation relating to the trade register

appearing in Book I of the French Commercial Code. However, the formalities completed

previously will not have to be renewed.

Article 121: (article modified by Dahir n ° 1-99-328 of December 30, 1999 promulgating

law n ° 82-99, BO n ° 4758 of January 6, 2000): Companies incorporated prior to the

publication of this law will be subject to its provisions upon the expiration of the third year

following its entry into force or upon publication of the modifications made to the statutes in order to

harmonize with the said provisions.

The purpose of harmonization is to repeal, modify and replace, if necessary, the

statutory provisions contrary to the mandatory provisions of this law and to provide them

the supplements that the said law makes compulsory. It can be accomplished by amendment to the

old statutes or by adopting new statutes.

It can be decided by the partners under the conditions of validity of ordinary decisions, notwithstanding

any legal or statutory provisions to the contrary, on the condition of modifying, in substance, only

clauses incompatible with this law.

However, the transformation of the company or the increase of its capital by a means other than

the incorporation of reserves, profits or issue premiums may only be carried out within the

conditions required for the modification of the articles of association.

Article 122: If for some reason the partners have not been able to take a regular decision, the draft

harmonization of the statutes will be subject to approval by the president of the tribunal, ruling in

summary, at the request of the legal representatives of the company.

Article 123: If no harmonization is necessary, it is noted by the partners whose

the deliberation is the subject of the same publicity as the decision amending the statutes. This law is

applicable to the company upon completion of these formalities.

Article 124: In the absence of harmonization of the statutes with the provisions of this law in

within the aforementioned period, statutory clauses contrary to these provisions will be deemed not to

written at the end of this period.

Article 125: In the absence of having increased the share capital, at least to the nominal amount provided for by the

first paragraph of Article 46, limited liability companies with a capital lower than this

amount must, before the expiry of the allotted time limit, pronounce their dissolution or be transformed into

company of another form for which the legislation in force does not require a minimum capital

greater than the existing capital.

Companies which have not complied with the provisions of the previous paragraph will be dissolved.

as of right at the end of the allotted time.

Article 126: The managers of companies who, voluntarily, have not put or had the articles of association put in place

in harmony with the provisions of this law will be liable to a fine of 2,000 to 10,000

dirhams.

The court will set a new deadline, which may not exceed six months, within which the statutes must

be brought into harmony with the provisions of this law.

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If this new deadline is not observed, the managers concerned will be liable to a fine of 10

000 to 20,000 dirhams.

Article 127: This law does not repeal the legislative and regulatory provisions to which

companies subject to a special regime are liable.

The clauses of the articles of association of these companies, in accordance with the legislative provisions repealed by article

128, but contrary to the provisions of this law not covered by the special regime of the aforesaid

companies, will be brought into harmony with this law. To this end, the provisions of Articles 121 to

126 are applicable.

Article 128: (article modified by Dahir n ° 1-99-328 of December 30, 1999 promulgating

the law n ° 82-99, BO n ° 4758 of January 6, 2000): Are repealed, subject to their application

transitional until the expiration of the third year from the date of entry into force of the

this law to companies that have not harmonized their articles of association, the provisions

relating to matters governed by this law and in particular the following texts as they have been

modified or supplemented:

1.the provisions of articles 29 to 54 inclusive of the dahir of 9 Ramadan 1331 (12 August 1913) forming

Trade code ;

2. the provisions of the dahir of 17 hija 1340 (11 August 1922) relating to capital companies, in this

that they relate to partnerships limited by shares.

The provisions of this law are not applicable to commercial companies when they

are with variable capital and to companies with worker participation, which remain governed by the

provisions of the aforementioned dahir of 17 hija 1340 (August 11, 1922);

3. the provisions of the Dahir of 22 Safar 1345 (1 st September 1926) to grant to companies

limited liability;

4.the provisions of the dahir of 29 chaoual 1374 (20 June 1955) on the founders’ shares issued by

companies, insofar as they relate to partnerships limited by shares;

5.the provisions of the dahir of 21 hija 1374 (August 10, 1955) establish a preferential right of

subscription to capital increases for the benefit of shareholders, insofar as they relate to

partnerships limited by shares.

Article 129: (article modified by Dahir n ° 1-99-328 of December 30, 1999 promulgating

law n ° 82-99, BO n ° 4758 of January 6, 2000): Limited partnerships by shares which have issued

shares of founders before the publication of this law, must proceed, before the expiration of

the third year following the date of said publication, either on redemption or conversion of these securities

in actions.

The conversion or redemption are decided by the partners under the conditions required for the modification

statutes.

The same penalties provided for in article 126 will be punished with the managers who have not completed the

formalities mentioned in the first paragraph of this article.

Article 130: The references to the provisions of the texts repealed by article 128 contained in the

legislative or regulatory texts in force apply to the corresponding provisions enacted

by this law.

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Article 131: Pending the establishment of competent courts for the settlement of

disputes between traders or for the application of this law, a ruling will be made on

said disputes in accordance with the legislation in force.