Deadline to hold Annual General Assembly meetings

In line with the Commercial Companies Law 21 of 2001, all With Limited Liability companies and Bahrain Shareholding Companies must hold their Annual General Assembly meetings within six (6) months of the financial year end. As such, the deadline for corporate entities with a financial year ending 31 December is 30 June 2023.

The invitation for the Annual General Assembly meetings of Bahrain Shareholding Companies must be submitted to the Ministry of Industry and Commerce (MOIC) via their online portal. Invitations must be sent to the MOIC at least ten (10) days before the date of the Annual General Assembly meeting and to the shareholders at least twenty one (21) days before the date of the annual General Assembly meeting. Failure to submit an invitation to the MOIC within the mentioned deadline will result to a violation placed on the Commercial Registration (CR) of the entity on the MOIC online system, which has the effect of preventing the entity from, for example, carrying out any online applications or renewal of Commercial Registrations (CRs).

While the MOIC urge With Limited Liability companies to also comply with the provisions of the Commercial Companies Law 21 of 2001, With Limited Liabilities are not required to submit any applicatiosn to the MOIC, but instead, documents relating to the Annual General Assembly meeting should be kept in a special register at the company’s headquarters (noting that the meeting minutes in which the auditors are appointed would be required upon submitting the application to approve the financial statements of the With Limited Liability company). The provisions under the Commercial Companies Law 21 of 2001 regulating the commercial books will apply to this register, and the company’s manager will be held liable for the accuracy of the data.

What should you do next?

To avoid a violation(s) being placed on the Commercial Registration (CR), your Bahrain based entity must:

1. Prepare the documents relating to the Annual General Assembly meeting, including the invitations, agendas, proxies and minutes;
2. Send invitations to shareholders at least twenty one (21) days before the date of the Annual General Assembly meeting;
3. Send invitations to the MOIC at least ten (10) days before the date of the Annual General Assembly meeting;
4. Hold the Annual General Assembly meeting before 30 June 2023;
5. Ensure that your Commercial Registration (CR) is free of other violations and that it is renewed and active at the time of the submission of the Annual General Assembly meeting application.

How can we help?

As the leading law firm in the Middle East & North Africa Region and with strong corporate structuring experience across all industry sectors in the region, Al Tamimi & Company is well placed to assist you in holding the Annual General Assembly meeting, including working with you to draft and complete all documentation and submit the relevant application to the MOIC.

If you would like to further discuss the contents of this update, and find out what it means for your business, please contact Al Tamimi & Company in Bahrain.