A joint-stock company is a company whose share capital is divided into shares held by one or more shareholders who are not liable for the company’s obligations, unless there is a breach of the company’s legal personality. A joint-stock company is liable for its obligations with its entire assets. Certain types of companies must be established in the form of a joint-stock company, such as, for example, banks.
A joint-stock company is required to have two mandatory internal documents: 1. The founding document, which can be in the form of a Decision on Incorporation (if it is a single-member joint-stock company) or in the form of an Incorporation Agreement (if it is a multi-member joint-stock company), and 2. The Statute of the joint-stock company. Both documents must be drawn up in the form prescribed by law and must include the minimum mandatory elements set by law. A joint-stock company is established by signing the founding document of the company, which is signed by the shareholders. Shareholders who are establishing the company also sign the first statute of the company.
The shares issued by the company are issued in dematerialized form and are registered in the name of the holder. The registration in the Central Register of the issuance of shares, their lawful holders, transfer of shares, transfer of rights from shares, restrictions on the rights from shares, and registration of third-party rights on the shares is governed by the provisions of the law regulating the capital market. A joint-stock company may issue common and preferred shares. The company can issue shares with or without a nominal value. If the company issues shares with a nominal value, all shares of the same class must have the same nominal value. If the company issues shares without a nominal value, all shares of the company must be without nominal value. The nominal value of a share is the value determined by the decision to issue shares. The nominal value of a single share cannot be lower than 100 dinars. The nominal value of the company’s preferred shares cannot be lower than the nominal value of its common shares.
A joint-stock company must have a minimum share capital of 3,000,000.00 dinars unless a higher amount is prescribed by a special law.
The management of the company can be organized as unicameral or bicameral. In the case of unicameral management, the company’s organs are: the assembly; one or more directors, or the board of directors. In a single-member company, the function of the assembly is performed by the sole shareholder. In the case of bicameral management, the company’s organs are: the assembly, the supervisory board, one or more executive directors, or the executive board.
A joint-stock company ceases to exist upon being struck off the register of legal entities due to:
- A completed liquidation or forced liquidation procedure in accordance with the law;
- A completed bankruptcy procedure in accordance with the law governing bankruptcy;
- A status change that results in the termination of the company.