Cabinet Resolution No. 102 of 2022 on the Issuance of an Administrative List of Penalties

Cabinet Resolution No. 102 of 2022 on the Issuance of an Administrative Penalties List for All Violations of the provision of Federal Decree-Law No. 32 of 2021 Regarding Commercial Companies

Cabinet Resolution No. 102 of 2022 regarding the list of administrative penalties for all acts which violate the provisions of the Companies Law was issued on 11-04-2022, in order to clarify the nature and types of administrative penalties as well as, the method of imposing them on the violating companies. This law also solely gave jurisdiction to the Securities and Commodities Authority to sign such Administrative penalties for all violations committed within its jurisdiction with regard to the provisions of the Companies Law.

Scope of application

The provisions of this resolution shall apply to all commercial companies established in the country, foreign companies, branches of foreign companies, and also, all representative offices and investment funds that are subject to the provisions of the Companies Law and the decisions and regulations issued for its implementation.

The provisions exclude all companies that are exempt from the provisions of the Companies Law, the professional, civil, and foreign companies, as well as the companies operating in free zones.

Administrative penalties

-In case a violation was committed for the first time, a written warning will be sent to the violator, and he will be given a period not exceeding (30) thirty days, calculated from the date of sending the warning to correct the violation.

-In the event of a second violation, the violator shall be subject to an administrative fine in accordance with the schedule attached to this decision.

-In the event of a third-time violation, the administrative fine shall be doubled in accordance with the schedule attached to this decision.

-In the event of a violation occurring for the fourth time, the administrative fine shall be tripled in accordance with the schedule attached to this decision, alongside a temporary administrative closure for a period not exceeding (6) six months, renewable for one time only.

-Revocation of both the license and approval that was issued to the violator or to those responsible for him, provided that the violator bears all expenses and costs of removing and treating the damages resulting from the violation in the event that it has not yet been removed nor treated.

Cabinet Resolution No. 102 of 2022

Grievance against administrative penalties

-The Ministry of Economy, the Securities and Commodities Authority, or the competent authority – each according to its competence – shall notify the violating company of the decision to impose the administrative penalty within (15) fifteen days from the date of its issuance.

-For each person with a capacity and interest, the grievance against the administrative penalty may be filed to the Minister, the Chairman of the Board of Directors of the Authority, the head of the competent authority, or whoever he authorizes, within (30) thirty days from the date of being notified of the contested decision, provided that the grievance is reasoned and accompanied by all supporting documents. The grievance shall be decided within (30) thirty days from the date of its submission and in accordance with the procedures in force at the Ministry, the Authority, or the competent authority.

-The decision issued regarding the grievance shall be final, and failure to respond to the grievance within (30) thirty days from the date of its submission shall be considered a rejection of the grievance.

Violations and administrative penalties for Limited Liability Companies are as follows:

-Violating the percentage of the contribution of nationals according to the activities that have a strategic impact – the fine shall be of (100,000) one hundred thousand dirhams.

-Non-compliance of the Sharia Controller and the members of the Sharia Internal Control Committee – a fine of (7,000) seven thousand dirhams.

-Non-compliance with changing the trade name – the fine shall be (500) five hundred dirhams per month, as it shall be calculated after a period of 30 working days from the date of notification of the decision, however, it shall not exceed the amount of (5,000) five thousand dirhams annually.

-Failure to keep accounting records – a fine of (15,000) fifteen thousand dirhams.

-Refusal to show stakeholders the company’s data and documents – a fine of (5,000) five thousand dirhams.

-Failure to invite a member of the board of directors or managers to the meetings of the board – a fine of (3,000) three thousand dirhams shall be imposed on the director or chairman of the board of directors responsible for not submitting the invitation.

-Failure to invite the general assembly to its annual meeting – a fine of (5,000) five thousand dirhams shall be imposed on the director or chairman of the board of directors responsible for not inviting the general assembly of the company to its annual meeting or even in the case that the invitation was made before obtaining any approval from the Competent Authority.

-Failure to invite the general assembly to meet upon the request of the authority, the Ministry, or the Competent Authority – a fine of (10,000) ten thousand dirhams shall be imposed on the company’s manager, the chairman of the board of directors, or his representative.

-Disposal of shares in violation of the provisions of the Law – a fine of (20,000) twenty thousand dirhams.

-Failure to invite the General Assembly to meet in case of losses – a fine of (50,000) fifty thousand dirhams shall be imposed on the manager or the Chairman of the Board of Directors or his representative on the condition that the company’s losses amounted to half of the capital and he did not invite the General Assembly to meet.

-Refusal to assist the inspectors – a fine of (5,000) five thousand dirhams shall be imposed on the director, the chairman of the board of directors, his representative, the employee of the company, or the auditor who refuses to provide documents or information conceals them or provides misleading information to the inspectors from the competent authority to carry out their duties.

-Delay in conciliation – the fine is equivalent to 1,000 dirhams per month for companies that fail to amend its Memorandum of Association in order to comply with the provisions of the law. The fine shall be calculated after the end of the year starting from the date of enforcement of the provisions of the law, and it does not exceed 10,000 dirhams annually.

-Violating the provisions of the law and the decisions implementing it, and for which an administrative penalty was not specified in this decision – a fine (10,000) ten thousand dirhams.