Law No. 23 of 2010 regarding Commercial Activity
- Category: Laws
- Date: January 28, 2010
- No: 23
- Source: General Peoples' Congress
- Sector: Economy
- Tag: Commercial
- Status: Effective
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Table of Contents
Book Two Economic Activities
Section One In Commercial Works
Article (409)
Commercial Works
- The following are considered as Commercial Works:
- Purchase of goods or other material or non-material movables with a view to sell them in kind or after manufacturing or transforming thereof or to rent the rentable ones as well as purchase the state securities or other securities circulated in trade for sale.
- Sale of goods or other material or non-material movables with a view to rent them in kind or manufactured as well as sale of state securities or securities circulated in trade if they are originally purchased for sale or rent.
- Purchase or sale of a property for trading purposes.
- Money markets operations and goods markets operations.
- Establishment of Commercial Companies as well as sale or purchase of their allotments or shares.
- Banking and money-changing operation.
- Promissory notes, bills of exchange and cheques.
- Sale of purchase of preparation of vessels and airplanes for navigation, their equipment, fuel and other requirements.
- Building of vessels, airplanes, their sale, purchase, rent, leasing unless such sale or purchase or rent or leasing is for non-commercial purpose.
- Land, sea and air transportation.
- Performance of commercial vessels services.
- Shipment of vessels, navigation loans and other contracts regarding maritime and navigation commerce.
- Insurance against risks, life insurance as well as insurance against navigation and transportation risks.
- Brokerage operations.
- Consignment for commercial reason.
- Consignment in public warehouses for operations related to ìconsignment certificateî and ìmortgage slipsî to be issued by these warehouses.
- Importation operation.
- Contracting works.
- Industry establishment.
- General entertainment works.
- Publication and printing works.
- Commercial utilization of computer programs and space broadcasting through satellite.
- Commission agency and commercial agencies.
- Exploitation of mines, quarries oil and gas wells and others.
- Distribution of water, gas, electricity and other energy sources.
Article 410
Other Commercial Works
All the contracts and other obligations which to be performed by the merchant are considered as Commercial Works unless the contrary is confirmed or they were civil in their nature.
Article 411
Works Excluded from Commercial Works
Purchase of cereals or goods for utilization or consumption by the purchase or his family shall not be considered as Commercial Works neither the sale of these goods if the purchaser is compelled to do so. Also the sale of agricultural crops by the landlord or user shall not considered as commercial sale.
Article 412
Consideration of Insurance as a Commercial Works for the Insurer
Neither life insurance nor insurance on things not subject to trade or its establishment shall be considered as a Commercial Work except for the insurer alone.
Section Two In Commercial Agents and Assistants
Chapter One The Commercial Agent
Article 413
Definition
The Commercial Agent is the person who perform Commercial Work in favour of the Mandator and in his name and the gratuity of the Commercial representation shall not be supposed.
Article 414
Limits of Representation
The Commercial Representation shall not include the Commercial operations which are not expressly provided for in the contract even if the representation is general.
Article 415
Representation Guarantee
The representative is the guarantor of the damage or loss to be fallen on goods and commodities in kind which are in his possession unless there is a clause provides for otherwise with exception of force majeure or existence of a defect in the thing itself.
Article 416
The Extent of Commitment of the Representative by Compensation
The representative shall be bound toward the Mandator to pay compensation for the damages if he disposed in his assignment contrarily to the instructions given to him.
Article 417
Declaration by the Representative of Achievement of his Assignment
The representative must notify his Mandator, without delay, of completion of the assignment entrusted to him. The delay by the Mandator in answering for a period more than the reasonable time as to nature of the representation, distances and local tradition shall result in supposition of his acceptance although the representative has infringe the limits of his representation.
Article 418
Challenging the Third Party with the Representation
The Representative must, on request, submit the representation document to the third party with whom he deals. He may not challenge him with the detailed instructions of the representation which has been given to him by the Mandator unless he proved that the third party has acknowledged thereof
during the establishment of the obligation.
Article 419
Obligation of the Mandator
The Mandator shall be under obligation to provide the representative with his needs as to the facilities necessary to make the representation a success, unless there is an agreement stipulates otherwise.
Article 420
Dues of the Representative
If there is no special agreement, the amount of the remuneration to be deserved by the representative against achievement of what is entrusted to him or the commission rate shall be fixed according to the local tradition of the authority in which the representation shall be effected.
Article 421
Representativeís Preference
The Commercial Representative shall have the right of preference on the goods dispatched or delivered to him or consigned with him as soon as dispatched or delivered or consigned. He shall have the right to withhold them also and shall be preferred over the third parties in payment of the amounts which he lent or expedites their payment before dispatching or receiving the goods or during their existence in his possession. Such preference shall not be established except under the conditions prescribed in Article (422).
He may confirm his possession of the good by possession their substitute commercial securities as original bill of lading or as first copy or the transportation document.
The benefits, commission and expenses are incorporated into the preferred liabilities of the representative, in addition to the original debt.
The Commercial Representative preference second to none in respect to all the other preferences.
Article 422
Conditions for Sticking to the Right of Preference and Methods of its Implementation
To stick to the right of preference provided for in the previous article, the representative shall notify the Mandator through the Court of the statement of the amounts which he deserves with notice for payment of the same within three days and to warn him to sell the preferred things if he infringes thereof. The Mandator may object thereto by summoning the representative before the Court in a certain session within the same time. If the Mandator has no domicile or legal address in the place of residence of the representative the objection time shall be postponed according to provisions of the civil pleading law. On expiry of the mentioned date without objection or if he rejected the objection according to a final judgment, the representative may sell the mentioned things through a process server or through another person to be nominated by the Court in this end.
Article 423
Exceptional Provision
The Representation shall be considered for the Mandator and the representative together. However, the representation shall expire by expiry of the authorization to practice the trade granted to the minor or a like who gave the representation, in addition to the case of termination of the representation provided for in the Civil Law.
Chapter Two Commercial Representative
Article 424
Definition
The Commercial Representative is the person who is entrusted to practice an activity of one of the merchants in the place where the later practices that trade or elsewhere.
Article 425
Mandatorís Responsibility
The Mandator shall bear the responsibility of the works to be performed by the representative as well as the obligations which he shall conclude as for as within the trade which he assumes.
Article 426
Form and Declaration of the Representation Contract
The express Commercial Representation Contract shall be under a formal document to be executed by a formal Notary Public and shall be lodged with Process-Servers Office of the Court of the First Instance in which the representative exercises his works within its jurisdiction to be registered in the register prepared therefor and to be published on the Court noticeboard. It should be registered also with concerned Commercial Register Office within ten days from its date.
A summary of the representation contract should be published in the legally defined methods and the provisions of the following article shall be applied until the above-mentioned procedures are effected.
Article 427
The Force of Challenging with Implicit Representation and its Declaration
The implicit representation contract is considered general and including all the works related to practice of the trade for which it has been given and necessary for performance thereof.
The Mandator may not challenge the third party with any restriction by which eh limited the power of the representative unless confirmed that the third party was in knowledge of this restriction at the time of obligation establishment.
Article 428
Duties of the Representative
The Commercial Representative should deal in the name of the merchant, mention the name, surname and the trade name of the merchant before signing any of the Commercial transactions which he is entitled to perform by putting the letter ìForî before signing otherwise he will be personally responsible.
Although, the third party may bring a case even against the merchant for representativeís works related to practicing the trade entrusted to him or necessary for its completion.
Article 429
Competition Prohibition
The representative may not perform or resume commercial operations or to take care of trade types similar to those which he assumed without written authorization of his Mandator, otherwise he shall undertake to pay a compensation for the damages.
Article 430
Responsibility of the Mandator and the Representative
The representative is jointly responsible with his Mandator in respect of practicing the trade which he has assumed.
Chapter Three Commission Agent
Article 431
Definition
The Commission Agent is the person who sells and purchases things or concludes other contract on account of the Mandator and in the name of the Commission Agent.
Article 432
Non-Entitling the Commission Agent to Postpone Payment
The Commission Agent may not postpone the payment unless permitted by the Mandator to do so.
Article 433
Commission Estimation
The Commission value shall fixed as per the current tradition in the place where the work shall be done unless agreed upon by both parties, in case of default of the tradition it shall be estimated by the judge.
Article 434
The Mandatorís Right to Drawback from His Representation and Estimation of the Commission in its Respect
The Mandator may drawback from any of the representation works prior to its finalization. In this case, the representative shall be entitled to a portion of the Commission.
In estimation of which the expenses incurred and the work done by him shall be observed.
Article 435
Forcing the Client to Make Payment
If the Commission Agent is bound under an express contract to bear the responsibility of payment or (ensure execution) he shall be responsible toward the Mandator for execution of the process. In this case, he shall be entitled, in addition to the Commission, to a particular remuneration or an increase in the Commission rate to be fixed unless provided for in the contract as per tradition of the authority in which the process is done. In case of default of a local tradition it shall be estimated by the Judge.
Chapter Four Commercial Representation
Article 436
Definition
The Commercial Representation is a contract under which one party undertakes to conclude permanent Commercial Contracts to the credit of the other party in a certain territory against a remuneration.
Article 437
Restrictions Imposed on Commercial Representative
The Mandator may not benefit from the work of more than one representative in the same territory, at the same time, for the same kind of the Commercial movement. The Representative shall not undertake also to practice works of multiple Mandators competing between them in the same territory and for the same Commercial kind.
Article 438
The Extend of the Representativeís Right to Receive the Debts
The Representative may not receive the debts due to the Mandator. If he is entitled to do so, he shall not reduce their amount or extend their maturity except with special permission.
Article 439
The Extent of the Representativeís Authority
The declaration of the Representative related to execution of the contract which he has concluded as well as bringing of lawsuits regarding non- satisfaction of the contracts themselves shall be considered valid.
Article 440
Commission Maturity
The Representative shall have no right to claim for commission except for the works which have been properly executed. If the process is not effected except partially, the representative shall have the right to a commission appropriate to the executed part.
He shall deserve also the commission on operations which shall be performed directly by the Mandator if they are ought to be executed in the representative region, unless otherwise agreed upon.
The Representative shall have no right to claim for repayment of the representative expenses unless otherwise agreed upon.
Article 441
Impossibility of Execution of Operations
The Commission shall be paid to the Representative on operations which are not possible to be executed due to the Mandatorís work or due to an agreement between the Mandator and a third party.
Article 442
Disengagement from the Contract
If the representation contract is for uncertain period either party shall have the right to withdraw therefrom by notifying the other party thereof before three months. The previous notice may be replaced by payment of a compensation for its period to be estimated at the average monthly
commissions paid in the previous year or for the representation period whichever is short.
The Representative shall deserve the same compensation if the unlimited period contract expired due to an accident in which the Representative has no role.
Chapter Five Brokerage
Article 443
Definition
The Broker is the person who mediates between two or more parties to get at conclusion of a deal without being engaged with one of them in work relations and without being under control of one of them or representing him.
Article 444
Commission Estimation
If the deal is concluded due to intervention of the Broker he shall deserve a commission. The Judge shall fix the amount of the brokerage and the percentage to be borne by each contracting party unless there is an agreement or tradition or formal pricing for the profession.
Article 445
The Brokerís Right to Recover the Expenses
The Broker shall have the right to claim for the expenses which eh incurred from the person who entrusted him even if the deal is not concluded, unless there is an agreement or a tradition provides for otherwise.
Article 446
The Brokers Right to Commission
If the contract is dependent on a suspensive condition, the Commission shall be due from the time in which the condition is effected. If the contract is dependent on a revocatory condition. The Commission shall not lapsed by execution of the condition.
The provision of the previous paragraph shall be applied in the case where the contract shall be revocable or voidable if the Broker does not know the reason of its invalidity.
Article 447
Multiplicity of Brokers
If the deal is concluded with intervention of a number of Brokers, then each of them shall have the right to a portion in the Commission.
Article 448
Brokers Duties related to Data of the Deal
The Broker must notify the stakeholders of what he knows of the conditions related to estimation and guarantee of the deal and the condition which shall influence the contract conclusion. He shall be responsible for the validity of signatures on instruments in writing and the last signature on the securities referred through him.
Article 449
Duties of Brokerage Professional
Anyone who took brokerage as an official profession in goods and securities should abide by the following:
- Keeping samples of the sold goods on the basis of the sample pending completion of the process.
- Giving the purchaser a list to sign it showing the circulated documents with indication of the collection and its number.
- Recording in a particular register the essential elements of the contract to be concluded with his mediation. He should give each of the contracting parties a copy of what he recorded and to sign on it.
Article 450
Entrusted the Broker to represent One of the Parties
Each contracting party may entrust the Broker to represent him in operation. Regarding execution of the contract which has been concluded with himmediation.
Article 451
Omission of the Name of One of the Contracting Parties
If the Broker does not show to one of the contracting parties the name of the other contractor, he shall be under obligation to execute the contract. If he executed if he shall replace the other contractor in his rights.
If the contractor whose name is omitted appeared after the conclusion of the contract or if the Broker disclosed his name, either of the contracting parties shall have the right to directly stick to his right towards the other provided that the same shall not prejudice the Broker responsibility.
Article 452
Brokerís Warranty
The Broker may submit a warranty for one of the parties.
Article 453
Breach of Broker to His Duties
The Broker shall be sanctioned by a Fine not less than (LD 100) one hundred Libyan Dinars and not more than (LD 500) five hundred Libyan Dinars if he breached the duties imposed on him by Law.
In a very serious case he shall, in addition to the fine, deprived from exercising the trade for a period not exceeding six months. The same penalty shall be imposed upon the Broker who provides a service to a person whom he knows that he is unqualified for contracting or to a person renowned as insolvent.
Article 454
Special Law
The previous provisions shall not prejudice what is provided for in the provisions of the special law.
Article 455
Necessity of Registration in Special Register
The works of the Commercial Agencies and Brokerage may not be practiced unless after having permission to do so from the concerned sector and registration in the Commercial Agencies and Brokers special register at the concerned Commercial Register Office.
Article 456
Special Cases
The General Peopleís Committee may restrict practicing of the Commercial Representation and Brokerage works in goods and series of special nature or strategic to some legal personalities upon presentation of the concerned authority.
Article 457
Penalties
A Fine not less than (LD 3,000) three thousand Libyan Dinars and not more than (LD 10,000) ten thousand Libyan Dinars shall be imposed upon anyone who violated the provisions of Article (455) of this Chapter and the penalty shall be doubled when turning again thereto.
Chapter Six Shop Workers
Article 458
Employees Power
The Employees of the shop who are entrusted to sell in retail shall have the right to receive the price of the things which they sell in trade place or on delivery thereof, they may also give a receipt in the shop ownerís name.
They shall not have the right to claim for shop ownerís debts outside their workplace unless they are permitted to do so.
Article 459
The Executive Regulation
The Executive Regulation shall be issued by the competent authority which explains the provisions and procedures set out in this section, particularly the following:
- The persons who shall be allowed to practice the works provided for in this Chapter.
- Conditions and procedures required for registration in the register of the Commercial Register Office.
- Division of goods and services into homogenous commodity and servicing categories.
- Cases in which the persons are allowed to practice the activity in more than one category.
- Determination of the maximum number of the Commercial Agencies which the persons are allowed to practice.
- Procedures and conditions required for assigning or transferring the agency contract.
- Determination of the minimum period of guarantee for the long-lived goods, maintenance thereof and provision of their spare parts or replacement thereof, guarantee certificate and the data which it should include.
- Fixing the fee necessary for registration, and its renewal and recording of data and other procedures.
Section Three Opening of Merchants Books
Article 460
Compulsory Books
- The Journal: In which all the works attributable in any respect to his Commercial Activity should be recorded and the amounts which he spent each month on himself and his family on the whole shall be recorded.
- General Ledger: Shows the various accounts of the merchant.
- Inventory Books and Balance Sheet: In which the copy of the inventory list, balance sheet and profits and loss account shall be recorded at least once each year.
Article 461
Keeping of Correspondence and Entries
Any merchant shall, in addition to keeping the said books, arrange and maintain, as for as possible, in special files in some form the letters and telegram which he shall send regarding in any aspect of his commercial activity as well as what he shall receive of such entries.
Article 462
Numbering and Formalization of Books
The Books and files should be free from any gap or blankness or writing in margins or erasing or footnoting between lines with exception of the blankness left on the file in which the copies of the letters and their contents shall be kept.
Prior to starting writing in the journal and inventory book any page thereof shall be numbered and the mark of the receiver to be nominated by the Court of the First Instance shall be placed on any paper without expenses.
The receiver should write down on the first page of any book a written certification of the number of its pages and an indication of its formalization which shall be signed and dated by him.
Article 463
Informative Accounting Books and Documents (Electronic)
The merchant may keep accounting documents in connected and serial printing papers form to be used in informative systems (electronic) dated and numbered in the manner shown by the Law.
He may also keep the accounting documents in the form of an unchangeable data informatics system (electronic).
The two previous copies shall have the evidence of the traditional commercial books.
Article 464
Evidence of Books and Files
The Books and files which the merchant should keep shall be an evidence before the Court whenever they satisfy the legal conditions.
Article 465
Cases in which Order may be given to see the Commercial Books
The Court shall not order to fully see the said books and files unless in cases of joint properties heritage or division or bankruptcy. In these cases, the Court may order by itself to see thereof.
Article 466
Acceptance of Books and Claiming for their Presentation
With exception of the cases mentioned in the previous article, it shall always be possible to present the Commercial Books and to claim for showing thereof in order to extract what is related to the dispute.
Article 467
Duration for which the Books and Files should be Kept
The Merchant must keep these books and files for (10) ten years from the date of their closing.
Section Four The Commercial Shop, its Mortgage and the Trade Name
Chapter one The Commercial Shop
Article 468
Definition
The Commercial Shop is a set of properties which the Merchant shall organize for practicing his commercial activity and its connected rights for gaining clients. It includes a set of material and non-material elements amongst, in particular the name, motto, mark, right of rental, leaves, fees, forms, furniture, industrial equipment and goods.
Article 469
Transfer of Ownership of the Commercial Shop or the Right of its Utilization
The contracts related to transfer of the ownership of a Commercial Shop subject to registration or right of utilization shall be confirmed in writing.
However, without prejudice to provisions of any law provided for following certain methods for transfer of ownership of all or some funds which shall be the components of a commercial shop regarding the contract nature.
The contracting parties must communicate the contract to the Commercial Register Office with a view to register it within (10) ten days from its conclusion.
Article 470
Competition Prohibition
Any party who transferred the ownership of a Commercial Shop shall refrain for five years from any new activity which in its nature or position or other conditions mislead the clients of the shop which is disposed off.
The clause which provided for refraining from competition shall be valid at large scale than stipulated in the previous paragraph so as not to get at the limit of preventing the transferor from practicing and occupational activity, provided that the duration of the clause shall not exceed five years from the date of transfer of the ownership if the agreement define a longer period of not, the Competition Prohibition shall be considered existing for five years only.
If there is a right of utilization of or leasing of the Commercial Shop, the Competition Prohibition shall apply to the owner or the lessor during the period of existence of the right of utilization or leasing.
Article 471
Contracts Precedent to Transfer of Ownership
The party to whom the ownership of the Commercial Shop is passed shall replace the transferor in concluded contracts regarding the activity of the Commercial Shop itself which have no personal form unless otherwise agreed.
However, the second party to the contracts which have been concluded before transfer of the Commercial Shop shall withdraw from the contract for a reasonable reason within three months from his knowledge of the transfer without prejudice to the transferorís responsibility.
The same provisions shall apply to the beneficiary and the lessee during the existence of the right of utilization or leasing.
Article 472
Transfer of Rights
The transfer of the rights related to the transferred Commercial Shop shall apply to the third party at the time of registration of the transfer in the Commercial Register even if the debitor is not notified or its acceptance is not obtained. However, the debitor whose debt is transferred shall be under no obligation if he paid thereof in good faith to the transferor.
The same provisions shall apply even in the case of the right of utilization of the Commercial Shop if its scope extended to the Shopís rights towards the third party.
Article 473
Responsibility for Debts
The transferor shall not be exonerated from the debts related to the activity of the transferred Commercial Shop which dated back prior to transfer unless it is appeared that the creditors are agreed thereupon.
The transferee also shall be accountable for the above-mentioned debts whenever they are written down in the Commercial Books.
Article 474
Obligations of the Beneficiary
The Beneficiary of the Commercial Shop shall start the activity of the shop with satisfaction of his trade name without modification of his objectives and maintenance of the systems of the shop works, movable and immovable equipment as well as the goods. If he did not perform the said obligation or terminated the shop activity without reason, the provisions prescribed for similar utilization rights shall be applied.
The differences between the assets at the inventory at the beginning of the utilization and the assets at its expiry shall be paid in cash on the basis of the Commercial values at the expiration.
Article 475
Provisions to be Applied on the Lessee
The provisions of the previous article shall be applied in case of leasing.
Chapter Two Mortgage of the Commercial Shop
Article 476
Mortgage by Formal Paper
The Commercial Shop mortgage shall not be affected unless by a formal paper.
If what is to be treated by the mortgage is not accurately determined, it shall be considered as including the trade name and motto, right of leasing and trade mark.
The mortgage contract shall include a declaration from the mortgagee debtor whether the seller has preference over the Commercial Shop or over some of its elements. It shall also include the name of the Insurance Company which ensured the Commercial Shop against fire and other risks, if any.
Article 477
Declaration of the Mortgage Contract
The Commercial Shop mortgage contract shall be declared by its registration in the concerned Commercial Register.
The registration shall guarantee the maintenance of the preference for five years from its date. The registration shall be considered canceled if it is not renewed during the previous period.
The registration shall be struck off with consent of the stakeholders or under a final judicial verdict.
Article 478
Responsibility of the Mortgagor
The Mortgagor shall be responsible for maintaining the mortgaged Commercial Shop in a good condition.
Article 479
Permission for Sale of the Commercial Shop in Public Auction
If the owner of the Commercial Shop did not pay the price or its remaining to the seller or the debt guaranteed by mortgage on the date of maturity of the mortgagor creditor, the seller or the mortgagor creditor shall submit after (8) eight days from the date of formal notification to the debtor who is formally possessed the Commercial Shop, a petition to the judge of the summary matters requesting permission to sell the components of the mortgaged Commercial Shop wholly or partly.
The sale shall be effected in place, on day, and hour and in the manner to be defined by the judge and the date of the sale shall be published in two national newspapers successively before the sale by at least (10) ten days.
Article 480
Transfer of Preference
The Seller and mortgage creditors for the amounts collected from insurance if the reason of their maturity is realized shall have the same rights and preference which they have on insured things.
Article 481
Lessorís Preference
The Lessor of the place where the Commercial Shop exists as well as the lessor of some of its elements shall have the priority over the mortgagee creditor in no more than one year rent.
Chapter Three Commercial Name
Article 482
The Right of Exclusivity of the Trade Name and its Elements
Each merchant shall have alone the right to use the trade name which he has selected. The trade name should include data regarding the kind of the trade allocated to it. In all the cases, the trade name must correspond to the reality of the activity and shall not result in misleading or prejudicing the public order.
The company name shall be according to the legal provisions to which it is subject.
Article 483
Registration and Use of the Trade Name
The trade name shall be registered in the Commercial Register according to provisions of the Law. After registration no other Merchant shall use such name in the kind of the trade which he practices. If the name and surname of the Merchant resemble the trade name registered in the register he should add to his name an indication or a sign distinguishing him from the previously registered trade name. The Merchant should write down his trade name and address on his dowments and papers and should conduct his commercial transactions and sign the papers related to these transactions in his trade name.
Article 484
Transfer of the Trade Name
The trade name or the sign connected to it may not be transferred separating from the Commercial Shop. In case of transfer of the Commercial Shop under a contract between a live parties, then the trade name shall not be transferred to the transferee without approval of the transferor. In case of succession or legacy the trade name shall be transferred to the successor unless the legacy states otherwise.
Section Five Commercial Register
Chapter One General Provisions
Article 485
Organization of the Commercial Register
A General Commercial Register shall be established under this Law for registration of the matters required by the law. The same shall have branches in the form of local offices and the regulation and decisions implementing this Law shall define its organization and the authority to which it shall follow.
Keeping of the Commercial Register in each office shall be assumed by an official who should take an oath, before the Chief of the Court of the First Instance which the local office falls under its jurisdiction, to perform his jobs with integrity and honesty. The taking of the oath shall be before the competent summary judge in case of existence branches to the local offices.
The local offices should send copies of the data and information registered with them to the General Commercial Register Office at the end of each week.
The registration in another register shall not dispense with the necessity of registration in the Commercial Register before practicing the economic activities organized by this Law.
Nobody shall be allowed to see the register and obtain extracts from the entries and information included therein, including the latest balance sheet lodged with Commercial Register against the prescribed fee.
The produced copies shall not include provisions of bankruptcy declaration if it is judged with rehabilitation or attachment provisions if it is judged with its lifting.
Article 486
Method of Registration and Rejection
The registration in the Commercial Register shall be effected upon a request to be signed by the concerned. The competent office shall verify the validity of the signature and satisfaction of the required legal conditions before registration.
The rejection of registration should be communicated to the applicant by a registered letter or by the modern communication methods shown on registration application. The registration applicant may resort challenging the rejection to the competent Court of the First Instance within (30) thirty days from the date of serving him notice of the rejection decision.
The Court shall consider the complaint with the Consultation Chamber Board.
Article 487
Invalidity of Registration
If registration is effected without satisfying the legally required conditions, the Court of the First Instance with Consultation Chamber Board may for striking out thereof after hearing the concerned person.
Article 488
Appealing against Consultation Chamber Resolutions
Anyone who is interested may appeal against resolutions of the Consultation Chamber in the methods shown in the Civil and Commercial Procedure Law. The final order to be issued on the appeal must be registered in the concerned Commercial Register.
Article 489
Registration Evidence
Anyone who is under obligation to registration may not protest against the third party by the unregistered facts which is required to be registered by the Law unless it is confirmed that the third party was in knowledge thereof.
The third party shall not stick to his ignorance of the facts set out in the register which are required to be registered by the law at the time of such registration.
The provisions of the special laws shall be always observed.
Article 490
Non-enrollment
Without prejudice to application of stricter penalty to be provided for in other law, a fine not less than (LD 500) five hundred Libyan Dinars and not more than (LD 1,000) one thousand Libyan Dinars shall be amerced on anyone who neglected to apply for registration on time and in methods to be provided by law, and the Court shall order performance of registration according to the law on dates to be fixed by it.
The same penalty shall be applied if the Merchant did not mention his registration number in the Commercial Register and the place of the register in which his Commercial papers and correspondence are registered.
Chapter Two Registration in the Commercial Register and its Procedures
Article 491
Data Required for Registration
Anyone who is considered under this law as a Merchant as well as the Civil companies must apply for registration of his name according to the form prepared therefor, to the Commercial Register Office which his main activity office falls in its jurisdiction within (10) ten days from the date of opening the shop or the date of possessing thereof. The application must particularly include the following data:
- Name of the activity holder, his surname, fatherís name, nationality, date of birth, domicile and address for contacting him.
- Commercial name.
- Head office of his activity.
- Kind of his activity.
- Names and surnames of his agents or representatives.
- Company capital, names of directors or members of the Board of Directors and Control Authority as well as names and surname of the company agents, commission Merchant and representatives.
Those who are under obligation to register shall register the modifications to the data mentioned in previous paragraphs as well as the data set out in the further paragraphs within (10) ten days from the date of occurrence thereof:
- Provisions and resolutions issued for imposing attachment on the Merchant or the Civil Company or to lift thereof or to impose guardianship or to nominate agents for the absentees or removing them.
- Provisions of declaration of bankruptcy or its cancellation or provisions issued after declaration of the bankruptcy in respect of assignment of the date of suspending payment of the debts.
- Provisions of the bankruptcy enclosure and provisions of its reopening.
- Provisions of rehabilitation.
- Provisions of partnerís removal or director dismissal.
- Order issued for opening procedures of the preventive reconciliation and provisions issued for endorsement or cancellation or revocation or enclosing procedures thereof and the provision issued for endorsement or cancellation or revocation of the judicial reconciliation.
Anyone who performs registration must lodge his written signature as well as the written signatures of his agents and Commission Merchant with his application. He should also request registration of termination of the activity within (10) ten days from termination.
Article 492
Registration of the Branch Offices
The Merchant who establishes Branch Offices within the territory of the country must request registration of the same in the Commercial Register Office which his main activity office falls under its jurisdiction within (10) ten days from the date of establishment.
He should submit a similar application within the same period to the Register Office of the authority in which his branch office falls under its jurisdiction with a statement of the main office and mentioning the name and surname of the approved representative of the branch office, such representative should lodge his written signature with the latter office.
The provision of the second paragraph shall be applied to the Merchant whose main activity office is located abroad.
The Merchant who establishes branch offices outside the country territory should apply for registration of the same within a period not exceeding (30) thirty days to the Commercial Register within the jurisdiction of which his main office is located.
The provisions of the special laws shall be always observed.
Article 493
Resolutions regarding the Legally Incompetents or those who have Incomplete Incompetency
The Process-Servers of the Court should immediately notify the concerned Commercial Register Offices of the resolutions related to permission to the legal representative of the minor or the legally incompetent or the person who is placed under guardianship to exercise the Commercial Activity, as well as the resolutions in respect of cancelation or modification of such permission, in order to register them in the Register.
Article 494
Indication of the Register in the Formal Entries
The Merchant should mention on his papers and correspondence related to his Commercial works the indication of the Commercial Register Office with which he is registered and the registrant number.
Article 495
Registration of the Public Establishment
The Public Establishment which their mere or main purposes is a Commercial Activity shall be subject to the duty of registration in the concerned Commercial Register.
Article 496
Register Circular
The General Commercial Register shall publish what the law entails its publication or according to provisions of this Law and the Executive Regulations shall govern itís the Executive Procedures.
Article 497
The Executive Regulation
An Executive Regulation shall be issued, by the General Peopleís Committee upon presentation of the competent authority, for the Commercial Register and shall include, in particular, the following matters:
- Procedures of registration in the Commercial Register and obtaining of extracts.
- Records and forms related to the Commercial Registers.
- Registration fees and fees for getting extracts.