Upon receipt of the petition, the president of the court shall have the head of the enterprise summoned to his chambers by the clerk in order to obtain his explanations.
Commercial Code
Unofficial translation. The English interface is for information only — only the Arabic text published in the Bulletin Officiel is authentic. Read this page in العربية · Français
In addition to the powers conferred on him by article 548, the president of the court may appoint an expert to prepare a report on the economic, social and financial situation of the enterprise and, notwithstanding any contrary legislative provision, obtain from banking or financial institutions any information likely to provide accurate information on the economic and financial situation of the enterprise.
If it appears that the proposals of the head of the enterprise are likely to promote the recovery of the enterprise, the president of the court shall open the amicable settlement procedure. He shall appoint a conciliator for a period not exceeding three months, which may be extended by one month at most at the latter's request.
The president of the court shall determine the conciliator's mission, the purpose of which is to promote the operation of the enterprise and to seek the conclusion of an agreement with the creditors. The president of the court shall communicate to the conciliator the information available to him and, where applicable, the results of the expert report referred to in article 552.
If he considers that a provisional suspension of proceedings would be likely to facilitate the conclusion of the agreement, the conciliator may refer the matter to the president of the court. After obtaining the opinion of the principal creditors, the latter may issue an order setting the suspension for a period not exceeding th…
When an agreement is concluded with all the creditors, it shall be approved by the president of the court and filed with the registry. If an agreement is concluded with the principal creditors, the president of the court may also approve it and grant the debtor the payment periods provided for by the texts in force for claims not included in the agreement.
The agreement between the head of the enterprise and the creditors shall be recorded in a written document signed by the parties and the conciliator. This document shall be filed with the registry.
The agreement shall suspend, for the duration of its performance, any legal action and any individual proceedings, whether against the movable or immovable property of the debtor, for the purpose of obtaining payment of the claims covered by it. It shall suspend the time limits imposed on the creditors on pain of forfeiture or t…
Apart from the judicial authority to which the agreement and the expert report may be communicated, the agreement may be communicated only to the signatory parties and the expert report only to the head of the enterprise. Title II: Procedures for the Treatment of the Difficulties of the Enterprise Subtitle One: Conditions for Opening
The procedures for the treatment of the difficulties of the enterprise shall apply to any trader, any craftsman and any commercial company that is unable to pay its due debts at maturity, including those arising from its commitments entered into under the amicable agreement provided for in article 556 above.
The head of the enterprise must request the opening of a treatment procedure no later than fifteen days following the cessation of its payments.
The head of the enterprise shall file his request with the registry of the court. His declaration shall state the causes of the cessation of payments and must be accompanied by the following documents: 1) the summary financial statements of the last accounting year; 2) the list and valuation of all movable and immovable property…
The proceedings may be opened upon a creditor's summons regardless of the nature of his claim. The court may also act of its own motion or on application by the public prosecutor, in particular in the event of non-performance of financial commitments entered into under the amicable agreement provided for in Article 556.
The proceedings may be opened against a trader or craftsman who has ceased his activity or who has died, within the year of his retirement or death, if the cessation of payments predates these events.
The proceedings may be opened against a partner jointly and severally liable in a general partnership, within one year from his retirement, where the company's state of cessation of payments predates that retirement.
The court of the place of the trader's principal establishment or of the company's registered office has jurisdiction. The court that opened the treatment proceedings has jurisdiction over all actions relating thereto. An action relating to the administration of the proceedings or one whose resolution requires the application of this Title is particularly considered an action falling within this jurisdiction.
The court rules on the opening of the proceedings after hearing or duly summoning the head of the enterprise in camera. It may also hear any person whose hearing appears useful to it, without such person being able to invoke professional secrecy; it may also request the opinion of any qualified person. It rules at the latest within fifteen days of its referral.
Judicial reorganization is ordered if it appears that the situation of the enterprise is not irremediably compromised. Otherwise, judicial liquidation is ordered. The court appoints the insolvency judge and the trustee. The function of trustee is exercised by the clerk. However, the court may, where appropriate, entrust it to a third party.
The judgment opening the proceedings takes effect from its date. It is entered without delay in the commercial register. Within eight days of the date of the judgment, a notice of the decision is published in a newspaper of legal notices and in the Bulletin officiel. It invites creditors to declare their claims to the appointed…
If it appears that the proceedings must be extended to one or more other enterprises following a confusion of their assets, the court initially seised remains competent. Sub-title II: Judicial Reorganization Chapter One: Management of the Enterprise Section One: Continuation of Operations
The activity of the enterprise is continued after judicial reorganization is ordered. Delivery of the judgment does not cause forfeiture of the term.
At any time, the court, on reasoned request of the trustee, a controller, the head of the enterprise or of its own motion and on report of the insolvency judge, may order the total or partial cessation of activity and order judicial liquidation.
The trustee alone has the power to require performance of ongoing contracts by providing the performance promised to the enterprise's counterparty. The contract is terminated by operation of law after formal notice addressed to the trustee and remaining unanswered for more than one month. The counterparty must perform its obliga…
In the event of assignment of the lease, any clause imposing on the assignor joint and several obligations with the assignee is unenforceable against the trustee.
Claims regularly arising after the judgment opening the reorganization are paid in priority to all other claims, whether or not accompanied by privileges or security interests. Section II: Powers of the Head of the Enterprise and of the Trustee
The judgment appointing him assigns the trustee: 1) either to supervise management operations; 2) or to assist the head of the enterprise for all acts concerning management or certain of them; 3) or to ensure alone, entirely or partly, the management of the enterprise. At any time, the court may modify the trustee's mission at his request or of its own motion.
The trustee may in all circumstances operate the enterprise's bank or postal accounts in the interest of the enterprise.
The insolvency judge authorizes the head of the enterprise or the trustee to grant a mortgage or a pledge, to enter into an arbitration agreement or to settle. If the object of the arbitration agreement or of the settlement has an undetermined value or exceeds the final jurisdiction of the court, the arbitration agreement or the settlement is submitted for the approval of the court. Section III - Preparation of the Solution
The trustee, with the cooperation of the head of the enterprise and the possible assistance of one or more experts, must draw up in a report the financial, economic and social assessment of the enterprise. In view of this assessment, the trustee proposes either a reorganization plan ensuring the continuation of the enterprise or…
The draft rescue plan defines the terms for settling liabilities and any guarantees provided by any person to ensure its performance.
The trustee may, notwithstanding any contrary legislative provision, obtain from the statutory auditors, from public administrations and bodies or from any other person information likely to give it an accurate picture of the economic and financial situation of the enterprise. It reports thereon to the supervisory judge.
From the opening of the proceedings, third parties to the enterprise are permitted to submit to the trustee offers aimed at maintaining the enterprise in accordance with the modalities defined in Chapter 2 of this sub-title. The offer thus made may not be modified or withdrawn after the date of filing of the trustee's report. It…
Where the trustee envisages proposing to the court a continuation plan providing for a modification of the share capital, it requests the board of directors, the management board or the manager, as the case may be, to convene the extraordinary general meeting or the meeting of the partners. If necessary, the trustee may itself c…
Where the survival of the enterprise so requires, the court, on the request of the trustee or of its own motion, may make the adoption of the enterprise's rescue plan conditional on the replacement of one or more managers. To that end, the court may order the non-transferability of the shares, partnership interests or voting rig…
The proposals for the settlement of debts are, as and when they are prepared, and under the supervision of the supervisory judge, communicated to the controllers by the trustee. The trustee obtains, individually or collectively, the agreement of each creditor that has filed its claim on the time limits and remissions requested f…
Whether the consultation is individual or collective, the trustee's letter includes as annexes: 1) a statement of the assets and liabilities with a detailed indication of the privileged and unsecured liabilities; 2) the proposals of the trustee and of the head of the enterprise and the indication of the guarantees offered; 3) the opinion of the controllers.
Where the trustee decides to consult the creditors collectively, they meet under its chairmanship and on its convocation. A notice of the convocation may also be inserted in a legal notices newspaper and posted on the panel reserved for that purpose at the court. The meeting must take place between the 15th and 21st day after th…
The trustee draws up a statement of the responses made by the creditors at the end of their individual or collective consultation.
The head of the enterprise and the controllers are consulted on the report communicated to them by the trustee by registered letter with acknowledgment of receipt. The head of the enterprise makes known its observations to the trustee within eight days. Chapter II: Choice of the Solution
On the report of the trustee and after hearing the head of the enterprise, the controllers and the staff representatives, the court decides either the continuation of the enterprise, its transfer, or its judicial liquidation.
Persons who will perform the plan, even as partners, may not be imposed charges other than the commitments they entered into during its preparation, subject to the provisions of Articles 583, 606, 610, and 617. Section One: Continuation Subsection One: The Continuation Plan
The court decides the continuation of the enterprise where there are serious possibilities of rescue and settlement of the liabilities. The continuation plan adopted by the court indicates, where applicable, the modifications made to the management of the enterprise pursuant to the following provisions and the modalities for cle…
Where the enterprise has been subject to a prohibition on issuing cheques due to facts prior to the judgment opening the proceedings, the court may order the suspension of the effects of that measure for the duration of performance of the plan and settlement of liabilities. The termination of the plan shall end the suspension of…
In the judgment adopting or amending the plan, the court may decide that the assets it considers indispensable to the continuation of the enterprise may not be disposed of, for a period it sets, without its authorization. Any instrument executed in violation of this inalienability shall be annulled at the request of any interest…
The plan shall mention the amendments to the articles of association necessary for the continuation of the enterprise. The syndic shall convene, in the forms provided for by the articles of association, the competent general meeting to implement the amendments provided for by the plan.
The duration of the plan shall be set by the court and may not exceed ten years.
A modification of the objectives and means of the plan may be decided only by the court, at the request of the head of the enterprise and on the report of the syndic. The court shall rule after hearing or duly summoning the parties and any interested person. It may also pronounce the termination of the plan in the forms and with the effects provided for in Article 602. Subsection II: Settlement of liabilities
The court shall record the periods and remissions granted by the creditors during the consultation. Those periods and remissions may, where applicable, be reduced by the court. For the other creditors, the court shall impose uniform payment periods, subject, in respect of claims payable at maturity, to the longer periods stipula…
The entry of a claim in the plan and the granting of periods or remissions by the creditor shall not prejudge the final admission of the claim to the liabilities. The sums to be distributed corresponding to claims not yet admitted shall be paid only from the date of final admission to the liabilities.
In the event of sale of an asset encumbered by a special privilege, a pledge or a mortgage, the creditors benefiting from those security interests or holding a general privilege shall be paid out of the price after payment of the creditors ranking ahead of them. This advance payment shall be set off against the principal of the first dividends to fall due; the related interest shall be remitted by operation of law.