There are different types of companies with various legal structures where the liability of the partners varies from limited liability to absolute personal liability according to the type of the company and the capacity of the partner therein.
The management of the company and its legal representation also differ according to the type of the company. Joint stock companies are managed by the board of directors represented in the chairman of the board of directors, while the limited liability company and the company limited by shares are managed by one or more managers. The manager of a company limited by shares shall be a joint partner while in a limited liability company the manager may be chosen from the partners and it can also be managed by a third party. In all cases the liability provisions of the company managers is the same as those of the board of directors in a joint stock company.
The question is who has the right to dispose of the company assets? And can one of the partners in the company or the manager thereof dispose of its assets solely?
To answer this question, we spotlight the law provisions defining who is eligible to dispose of the company assets. Article 53 of the companies law, with regard to joint stock companies, stated that: “Each of the general assembly, the board of directors, and the employees or agents appointed by them have the right to act on behalf of the company in accordance with the provisions of this law, the articles of association and the company policies.”
Article 121 of the companies law, with regard to the limited liability companies, has stated that: “the managers of the company have the full power to represent it, unless otherwise is stated by the articles of association.”
This means that the eligibility to act on behalf of the company including disposing of the assets by sale or whatever is conferred to the board of directors of the joint stock companies, represented in the chairman of the board of directors, or the company manager in the other different types of companies.
If there are many managers of the company, they are frequently have equal powers and each of them has the eligibility to do any of the management acts solely, unless the general assembly or the company regulations state otherwise.
In the light of the above, it’s obvious that none of the partners is entitled to dispose of the company assets as long as he\she is not authorized to manage or represent it.
These are the general provisions prescribed by law, and the other scopes of the authorities and powers of the company managers and the board of directors is defined by the company regulations or the resolutions of the general assemblies.
It’s possible to restrict the powers of the manager or to require resorting to the general assembly in order to take certain decisions or to conclude certain disposals as the law stipulated that its provisions shall be applied unless the articles of association or the company regulations state otherwise.
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