Article 188 of Bahrain Commercial Companies Law
The authorized capital of the Company may be increased by resolution of the Extraordinary General Meeting. Subject to a resolution of the Annual General Meeting, the issued capital of the Company may be increased up to the amount of the authorized capital, if any, provided that the issued capital is paid up in full before the increase. The increase in the issued capital must actually take place within three (3) years following the adoption of the decision authorising the increase. That period shall be calculated for any increase decided or approved before the coming into force of this Act, from that date. However, in the cases covered by the Implementing Regulation, certain companies may be authorised to issue new shares before full payment of the value of the shares of previous issues, subject to the approval of the ordinary general meeting and the competent Minister of Commercial Affairs. The Ministry of Trade and Industry and the Stock Exchange are informed of the reports and the reasons for this increase. Before inviting the public to subscribe for the company`s shares, the Promoters must submit to the Ministry of Trade and Industry a certificate from the Bank attesting that they have subscribed to the company`s shares in accordance with the percentages prescribed in the preceding article and that they have actually paid the amount into the Company`s account, which corresponds to the percentage to be paid by the public for each share at the time of subscription; under the conditions laid down in the articles of association, the payment of this amount shall be indicated in the subscription prospectus. The certificate issued by the Bank shall be accompanied by a subscription prospectus drawn up by the promoters in accordance with the following Article and, at the end of this procedure, the Ministry of Trade and Industry shall authorise the publication of the prospectus in one of the local newspapers. Bahraini public investment companies may be established with the participation of foreign capital or know-how.
Subject to an order of the Minister responsible for trade matters, the percentages of participation of foreign capital or expertise in certain sectors or activities may be fixed. An audit committee shall be set up by resolution of the board of directors of private limited companies listed on the stock exchange and other private limited companies falling within the categories fixed by decision of the competent Minister of Commerce. The content of this article is intended to provide general advice on the subject. Expert advice should be sought on your specific situation. In line with Bahrain`s recent anti-money laundering initiative, the CDC has raised the threshold of proof for companies operating in the Kingdom compared to the confirmation of finances at the end of the financial year by amending Article 188, which requires that remuneration, including but not limited to, salaries, bonuses and share purchase contracts, be included. Unless otherwise provided by law, all commercial companies, with the exception of a joint venture, acquire a legal entity by being registered in the commercial register. The competent Minister of Commercial Affairs may, by order, issue a special form of status or status for all or part. Types of businesses. This form must contain all the details and conditions prescribed by the Act or its regulations in this regard.
It also sets out the conditions and requirements that partners and founders must meet and may not meet. You may also add other conditions that do not conflict with the provisions of the Act or its implementing regulations. Any commercial company of any kind established or resident in Bahrain shall be subject to the provisions of this Law. However, by way of exception to all or part of the provisions of this Law, companies may be constituted in accordance with a decree or law between the Governments of other States or between the Government of the State of Bahrain and another State or States. Each company established in the State of Bahrain has its registered office in Bahrain. Such a society must have Bahraini citizenship, but this does not necessarily mean that it is entitled to the rights reserved exclusively to Bahrainis. According to Rule HC-5.1.1 of Volume 1 and Volume 2 of the CBB Regulations, holders of Islamic and conventional banking licenses must remunerate “eligible persons” (defined in the CBB Regulations as persons occupying certain specific positions in CBB licensees; who must be approved by the CBB before assuming these positions and must demonstrate that they are fit and orderly. The list of positions subject to CBB regulatees varies depending on CBB`s licence class, but generally covers directors and officers and certain other positions) and “significant risk-taking” (defined in CBB rules as heads of significant business units and all persons under their control who have a material impact on the Bank`s risk profile, including fixed income securities, currencies, commodities, securitisations, sales territories, investment banking, commercial banking, equities, structured finance, credit and trading), fair and responsible.