New GAFI Regulation Expedites Corporate Governance Procedures

Partner in charge

Continuing its efforts to expedite corporate governance procedures, the General Authority for Investment and Free Zones (“GAFI”) issued Decree No. 163 of 2024 (the “Second Decree”), on March 24, 2024 to streamline the certification process of the minutes of company Ordinary General Assembly, Extraordinary General Assembly and Board of Directors meetings.

The Second Decree is complementary to GAFI’s Decree No. 270 of 2023 (the “First Decree”), whereby the First Decree reduced the number of documents required to be submitted by companies to GAFI for the certification process of the minutes including, inter alia:

• attendance proxies;
• Board of Directors Meeting Minutes calling for the Extraordinary General Assembly to convene (for joint stock companies);
• certification requests;
• nomination, resignation and acceptance of appointment letters of Board members/managers; and
• resignation and acceptance of appointment letters of the Auditor.

The aforementioned documents are to be executed and filed at the company headquarters, ensuring that they may be submitted upon GAFI’s request.

Pursuant to the Second Decree, additional specific documents are no longer required to be submitted to GAFI for the certification process, including, inter alia:

• invitation postal receipts;
• Board of Director’s and Auditor’s reports;
• Prime Minister’s approval of the appointment of a public sector or governmental employee as a member of the company’s Board of Directors;
• a copy of the minutes of the Ordinary General Assembly meeting approving the use of dividends or reserves in the company’s capital increase; and
• Board of Directors list of attendees.

The Second Decree does not release companies from the obligation to execute and file the aforementioned documents at the company’s headquarters, ensuring that such documents may be submitted upon GAFI’s request.

The Second Decree shall come into effect on May 19, 2024.