Establishing requirements:
1) Obtaining the approval of the competent authority to establish a public joint stock company.
2) The number of founders shall not be less than five natural or legal persons, and the share of the citizens of the state shall not be less than 51% of the capital.
3) The capital after incorporation as a public joint stock company of not less than thirty million dirhams, and the founders of the company may provide in return for their shares in the company in kind shares.
4) The number of shares in which the founders subscribe before calling for a public offering, not less than 30% and not more than 70% of the company's capital.
5) The members of the Founders Committee should not be less than 3 persons.
6) The subscription is restricted to the qualified investor, with the exception of offering banks, financing companies and insurance companies. The eligible investor is:
o The investor who is able to manage his investments by himself, which is:
Federal and local government, government institutions and bodies, or companies wholly owned by any of them.
International bodies and organizations.
The person authorized to practice a commercial activity, provided that one of his objectives is to invest.
A natural person with financial solvency who admits that his annual income is not less than (1) million dirhams annually, or his net worth - except for his main residence - is (5) million dirhams, and he acknowledges that he has sufficient knowledge and experience - either alone or with the assistance of a financial advisor - To evaluate the prospectus, and the benefits and risks associated with the investment.
The investor represented by an investment manager licensed by the authority.
7) The minimum subscription for a qualified investor is (5) million dirhams.
8) The senior management of the company has the necessary expertise relevant to the company's activity to manage its business.
9) Sufficient operating capital is available for a period of (12) months following the date the Authority approves the prospectus based on a feasibility study.
10) Appointment of a listing advisor for a period of two years from the date of listing the exporting company in the market, undertaking the following tasks: Assisting the company, preparing documents for the listing process, informing them that they are ready for listing or not, and giving them the necessary consultations within at least two financial years after listing the company in the financial market.
By providing the market continuously that the company meets the criteria for listing on the market.
o Provide information to investors about the company that is eligible for offering and listing.
o Supporting holding meetings and meetings with investors and submitting business reports (at least twice a year(.
Transformation requirements by price construction mechanism
1) The approval of the competent authority to convert into a public joint stock company.
2) That the share of the citizens of the state not be less than 51% of the capital.
3) The capital after conversion as a public joint stock company of not less than thirty million dirhams, and the founders of the company may provide in return for their shares in the company in kind shares.
4) The number of shares in which the founders subscribe before calling for a public offering, not less than 30% and not more than 70% of the company's capital.
5) A company wishing to convert into a public shareholding company may sell by public subscription a percentage of no more than (30%) of its capital after evaluating the in-kind shares in accordance with the requirements of the law.
6) A period of no less than two financial years has passed for the company wishing to convert.
7) That the company wishing to convert has achieved a net operating profit, which can be distributed to shareholders, with an average of no less than ten percent of the capital, during the two fiscal years preceding the request for the transformation.
8)To issue a decision to transform the company into a public joint stock company.
9) The members of the founders' committee should not be less than 3 persons.
10) Not to declare or disclose in any way whatsoever its intention to issue or sell shares by following the price-building procedures for shares, except after obtaining the approval of the Authority on the request.
Qualify the opinions of eligible investors regarding their initial perceptions of the value of shares to be offered for subscription by the issuing company.
Cooperating with the issuing company in studying and analyzing the opinions of eligible investors to take a decision regarding the details of the proposed offering and the price range of the shares in question.
Cooperating with the issuing company to prepare a preliminary prospectus specifying the price range of shares and submitting them to the Authority to obtain their approval in preparation for announcing the offering, with the exception of the announcement periods specified in Clause (1) of Article (12) of this system.
Submit offers to investors about the shares to be offered by the issuing company.
Carry out explanatory and educational campaigns for investors to introduce them to the price-building system of shares.
Offering a minimum of (20%) to individual investors, and a minimum of (60%) for eligible investors from the offered shares.
Allocating what is not covered from the quota offered to individual investors to eligible investors, within the limits of requests submitted by qualified investors.
Canceling the subscription in accordance with the price-building mechanism in the event that the eligible investors do not cover the minimum stipulated for these investors in item (3) of this article.
Contracting with a financial advisor to implement the offering and public offering process in accordance with the price construction mechanism and supervise it, provided that he is committed to the following:
Inviting a number of qualified investors to hold a series of meetings to present a report on the exporting company's business and activities.
11) If the subscription process cannot be completed in any of its stages, the authority may reject any new application submitted by the company for the same purpose.
The definition of a qualified investor is:
1)An investor who is able to manage his own investment, which is:
Federal and local government, government institutions and bodies, or companies wholly owned by any of them.
International bodies and organizations.
The person authorized to practice a commercial activity, provided that one of his objectives is to invest.
A natural person with financial solvency who admits that his annual income is not less than (1) million dirhams annually, or his net worth of property - except for his main residence - is (5) million dirhams, and he acknowledges that he has sufficient knowledge and experience - either alone or with the assistance of a financial advisor - To evaluate the prospectus, and the benefits and risks associated with the investment.
2)The investor represented by an investment manager licensed by the authority.
Required documents for incorporation:
First stage: initial approvals
1) Request for approval to establish a new public joint stock company
2) Initial approval of the competent authority.
3) Draft of the articles of association
4) Draft statute
5) The economic feasibility study and the executive time plan prepared by an accredited expert house in accordance with the minimum set out in the form prepared by the authority
6) Draft of the public offering
7) Draft announcement of the prospectus.
8) Subscription application form
9) Statement of issuance expenses approved by the auditor and the establishment committee
10) Approvals of the authorities concerned with licensing the activity, such as the central bank, for banks, finance and financial investment companies, and the insurance authority for insurance companies.
11) Submit a report from a financial consultant authorized by the authority to complete verification procedures and take enhanced due diligence measures for the founders.
The second stage: before the public offering
1) A copy of the articles of association and articles of association notarized by the notary.
2) The public subscription prospectus approved by the founders' committee, consultants, parties involved in the incorporation procedures, and their representatives, who are jointly responsible for the validity of the information contained therein.
3) A certificate issued by one of the banks licensed in the state confirming that the founders meet the amounts due for the value of their cash share and the issuance expenses for all of their shares according to the form prepared by the authority
The third stage: public offering
1) A document confirming the delivery of all documents, except for the company’s establishment certificate issued by the Authority, which is necessary to issue a commercial license to the competent authority.
2) A statement of the daily coverage size from the underwriting bank, including the number of subscribers, the value of the shares subscribed to, and the number and number of issuance expenses, in general, on the number of shares according to the different tiers.
3) Upon completion of the subscription: Submit a report from a financial adviser authorized by the authority to complete verification procedures regarding facing the risks of money laundering crimes, combating the financing of terrorism and financing illegal organizations in accordance with the form prepared by the authority.
The fourth stage: the establishment announcement
1)Request to obtain a certificate of incorporation of the company addressed to the Authority after holding the founding general assembly, attached to it:
2) A report from the entity that undertook the audit of the underwriting accounts
3) A declaration from the Founders Committee to complete the subscription in the capital in full, what the subscribers paid from the value of the shares, and a statement of their names, nationalities, and the number of shares that each subscribed to.
4) A bank certificate confirming the deposit of the amount to be paid from the company's capital.
5) A statement with the names of the members of the company’s board of directors, and a statement from them that their membership does not conflict with the provisions of this law and the decisions issued pursuant thereto.
6) A statement of the names of the members of the Internal Sharia Supervisory Committee and the Sharia Supervisor if the company commences its activities in accordance with the provisions of Islamic Sharia.
7) Minutes of the Constituent General Assembly meeting.
8) Company registration form with the authority.
Fifth stage: registration with the competent authority and registration with the authority
The sixth stage: listing in the financial market
1)The receipt indicating payment of the value of publishing the articles of association and articles of association in the Official Gazette.
2) A copy of the company registration certificate in the commercial register.
3) A copy of the company's commercial license.
4) The audited opening financial statements (with notes) and the auditor's report thereon on the date of the company's incorporation (the date of issuance of the incorporation certificate(
Required documents for transformation:
First stage: initial approvals
• Approval form for conversion to a public joint stock company
• Initial approval of the transitional authority.
• Draft of the articles of association
• Draft statute
•. The company's business plan after the transformation.
• Minutes of the general assembly of the company in question or whoever takes its place by the majority decided to amend its founding contract or its articles of association, including the approval of any necessary increase in the capital and the transformation of the company into a public joint stock company. The decision of the partners or shareholders to transfer must include any changes in the articles of association or articles of association. The company according to the circumstances, including changing the company name.
• The approval of the Ministry of Economy and the competent authority to convert.
• The company's balance sheet is prepared for a date that does not exceed six months prior to the date of the company's request to convert, in addition to a report free of reservations from the company's auditors regarding that budget.
• A written statement from the company's auditors stating that the value of the company's net assets at the date of preparing the balance sheet is not less than its required capital and its undistributed reserves
• Evaluating the company's in-kind shares in accordance with the provisions of Article (118) of the Companies Law.
• A declaration by one of the directors or the Board of Directors as the case confirms that the decision of the General Assembly or whoever takes its place approves the transformation and meets all other requirements of the Commercial Companies Law No. (2) of 2015. It also confirms that there is no fundamental change in the financial position of the company During the period of time between the date of the balance sheet in question and the date of the transfer request
Draft of creditors and shareholders declaration.
• A statement of the company's assets, rights and obligations, and the estimated value of these assets, rights and obligations, prepared by the company.
• A statement of the settlement of the objection or its expiry in the event of an objection by the creditors
Draft of the public offering
• Draft announcement of the prospectus, and the request for subscription.
• A statement of the issuance expenses approved by the auditor and the establishment committee
• Approvals of the authorities concerned with licensing the activity, such as the central bank, for banks, finance and financial investment companies, and the insurance authority for insurance companies.
• Submit a report from a financial adviser authorized by the authority to complete verification procedures and take enhanced due diligence measures for the founders.
The second stage: before the public offering
A copy of the articles of association and articles of association notarized by the notary.
• The final copy of the prospectus.
• A certificate issued by one of the banks licensed in the state confirming that the founders fulfill the amounts due for the value of their cash share and the issuance expenses for all their shares
The third stage: public offering
• Evidence that all documents are submitted, except for the company’s establishment certificate issued by the Authority, which is necessary to issue the commercial license to the competent authority.
• An indication of the size of the daily coverage from the underwriting bank, including the number of subscribers, the value of the shares subscribed to, and the number and number of issuance expenses incurred, in total, on the number of shares according to the different segments.
• Upon completion of the subscription: Submit a report from a financial adviser authorized by the authority to complete verification procedures regarding facing the risks of money laundering crimes, combating the financing of terrorism and financing illegal organizations in accordance with the form prepared by the authority.
The fourth stage: the establishment announcement
• Request to obtain a certificate of incorporation of the company addressed to the Authority after holding the founding general assembly, attached to it:
1) A report from the entity that undertook the audit of the underwriting accounts
2) Acknowledgment by the Founders Committee to complete the subscription in the capital in full, what the subscribers paid from the value of the shares, and a statement of their names, nationalities, and the number of shares that each subscribed to
3) A bank certificate confirming the deposit of the amount to be paid from the company's capital
4) A statement of the names of the members of the company’s board of directors, and a declaration from them that their membership does not conflict with the provisions of this law and the decisions issued pursuant thereto.
5) A statement of the names of the members of the Internal Sharia Supervisory Committee and the Sharia Supervisor if the company is carrying out its activities in accordance with the provisions of Islamic Sharia
6) Minutes of the Constituent General Assembly meeting
7) Company registration form with the authority
Fifth stage: registration with the competent authority and registration with the authority
The sixth stage: listing in the financial market
• The receipt indicating payment of the value of publishing the articles of association and articles of association in the Official Gazette.
• A copy of the company registration certificate in the commercial register.
A copy of the company's commercial license.
• The audited opening financial statements (with notes) and the auditor's report thereon on the date of the company's incorporation (the date of issuance of the establishment certificate(
Required documents for transformation by price construction mechanism
First stage: initial approvals
• Initial approval form for conversion to a public shareholding company by price construction mechanism
• Initial approval of the transitional authority.
• Draft of the articles of association
• Draft statute
• The company's business plan after the transformation
• Minutes of the general assembly of the company in question or whoever replaces it by the majority decided to amend its Articles of Association or its articles of association, including the approval of any necessary increase in the capital and the transformation of the company into a public shareholding company by price construction. Or the articles of association of the company according to the circumstances, including changing the company name.
• The approval of the Ministry of Economy and the competent authority to convert.
• A statement clarifying the steps and stages to be implemented to complete the offering of shares and the timeframe for them according to the price structure mechanism.
• The company's balance sheet is prepared for a date that does not exceed six months prior to the date of the company's request to convert, in addition to a report free of reservations from the company's auditors regarding that budget.
• A written statement from the company's auditors acknowledging that the value of the company's net assets at the date of preparing the balance sheet is not less than its required capital and its reserves not distributed according to the form prepared by the authority
• Evaluating the company's in-kind shares in accordance with the provisions of Article (118) of the Companies Law.
• A decision by one of the managers or the Board of Directors as the case confirms that the decision of the General Assembly or whoever takes its place approves the transformation and fulfills all other requirements of the Commercial Companies Law No. (2) of 2015. It also confirms that there is no fundamental change in the financial position of the company During the period of time between the date of the balance sheet in question and the date of the transfer request
Draft of creditors and shareholders declaration
• A statement of the company's assets, rights and obligations, and the estimated value of these assets, rights and obligations, prepared by the company.
• A statement of the settlement of the objection or its expiry in the event of an objection by the creditors.
• Draft public offering prospectus not specified in the price range
• The draft announcement of the prospectus is not specified in the price range and the request for subscription
• A statement of the issuance expenses approved by the auditor and the establishment committee.
• Approvals of the authorities concerned with licensing the activity, such as the central bank, for banks, finance and financial investment companies, and the insurance authority for insurance companies.
The second stage: before the public offering
A copy of the articles of association and articles of association notarized by the notary.
• The final version of the prospectus, including the price range.
• A certificate issued by one of the banks licensed in the state confirming that the founders fulfill the amounts due for the value of their cash share and the issuance expenses for all their shares
• The final copy of the prospectus, including the final price.
• A plan to provide promotional offers and educational and illustrative campaigns for investors about the securities to be offered in order to introduce them to the price structure system that is to be followed to subscribe to the securities offered by the issuing party.
• A list of the qualified investors who were invited to the stage of educational meetings about the evaluation of the company.
A copy of the company's initial evaluation report.
The third stage: public offering
• Evidence that all documents are submitted, except for the company’s establishment certificate issued by the Authority, which is necessary to issue the commercial license to the competent authority.
• A statement of the daily coverage size from the underwriting bank, including the number of subscribers, the value of the shares subscribed to, the number and number of issuance expenses in general, according to the different classes.
The fourth stage: the founding announcement
• A request to obtain a certificate of incorporation of the company addressed to the Authority after holding the founding general assembly attached to it:
• A report from the entity that undertook the audit of the underwriting accounts
• Acknowledgment by the Founders Committee to complete the subscription to the capital in full, the subscribers' paid amount of shares, and a statement of their names, nationalities, and the number of shares that each subscribed to
• A bank certificate confirming the deposit of the amount to be paid from the company's capital
• A statement with the names of the members of the company’s board of directors and a declaration from them that their membership does not conflict with the provisions of this law and the decisions issued according to it.
• A statement of the names of the members of the Internal Sharia Supervisory Committee and the Sharia Supervisor if the company commences its activities in accordance with the provisions of Islamic Sharia.
• Minutes of the Constituent General Assembly meeting
Fifth stage: registration with the competent authority and registration with the authority
The sixth stage: listing in the financial market
• The receipt indicating the payment of the value of publishing the articles of association and articles of association in the Official Gazette.
• A copy of the company registration certificate in the commercial register.
A copy of the company's commercial license.
• The audited opening financial statements (with notes) and the auditor's report thereon on the date of the company's incorporation (the date of issuance of the incorporation certificate)