[tlm724] Article 55: Shares may be offered at a price equal to or greater than their nominal value in accordance with the general assembly’s decision and priced in light of the company’s performance and, where applicable, the prices of its shares in the Baghdad Stock Exchange market.
The proceeds reflecting the difference between the issue price and nominal price, which is considered issuance allowance, shall be recorded in the account of the issuance allowance reserve, after deducting all issuance expenses. This reserve may not be distributed as profits. comments
[Shredd] all congruent with what we have here as we read through each one of these, again, it's so great y'all to see the depth at which all aspects are being addressed. Again, from my current experience, this is all tasting, smelling and sounding like what we have here. This is all music to investor's ears. investors, including stock holders in companies ty T
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1. The issuance is approved by a majority of the votes of the subscribed shares whose due installments have been paid; and
2. The Central Bank of Iraq concurs that the sale is for fair value, in view of all the circumstances, and is fair to shareholders not entitled to participate, in view of the benefit to the company as whole.
[Shredd] so this is addressing ongoing investment once the initial investment is done......more shares being offered to current holders and the regulation behind it.......we see the oversight again of the CBI.
[tlm724] Article 77: The joint-stock company can seek a loan by issuing nominal bonds in accordance with the provisions of this law and inviting the public to buy these bonds. The subscriber shall be issued bonds against the sums of money he loans to the company. He has the right to charge an interest, which shall be paid to him at fixed periods. The value of the bonds shall be re-paid from the company's funds.
These bonds will be of one nominal value. They will also be exchangeable, but not divisible. Each bond issue will have separate serial numbers and shall be stamped with the company's seal. Article 78: It is impermissible to issue credit bonds before meeting the following conditions:
First: The company's capital must be fully paid.
Second: The total amount of the bond issue must not exceed the company's capital.
Third: The general assembly's approval of the issuance on the recommendation of the board of directors must be obtained in advance [tlm724] comments
[Shredd] great nuts and bolts here explaining the bond market repayment, structuring, exchange and registration.....standardization ty T
[therealbubbie] in other words you can't get away with nothing !!
[tlm724] Article 117: Eighth. The board of directors shall establish committees of its members to make recommendations as to (a) selection of the company’s external, independent auditors (audit committee); and (B) compensation form and amount for the board and the managing director (compensation committee). Members of these committees shall not be officers or employees of the company nor holders of 10% or more of the company’s shares, nor related to any of these by blood, marriage or personal or economic interest in a degree likely to materially bias their judgment.
Any departure from the recommendation of such a committee, and the reasons for it, shall be announced at the shareholders meeting and recorded in its minutes. The audit committee shall meet privately with the company’s external auditors and have special responsibility for ensuring the accuracy and reliability of their work.
It shall ensure that a record is kept in the course of the year of all material related-party transactions, within the meaning of international accounting standards, for discussion with the company’s external auditors [tlm724] comments
[Shredd] none for me, pretty self-explanatory
[BondLady] think we've pretty much covered the majority of these things unless you see something specific we haven't we can move on to the next
[tlm724] Article 133: First: The accounts of the mixed company shall be subject to control and audit by the Financial Control Bureau. As for the accounts of the private company, they shall be subject to control and audit by auditors appointed by the company's general assembly. Accounts should be consolidated with those of related companies in accordance with international accounting standards unless specifically modified by standards in force in Iraq.
[Shredd] regulation and oversight....just like the SEC so great to see this
[tlm724] Article 134: The board of directors' report on the final accounts in the case of the joint-stock company, and managing director's report in the case of the other companies shall include detailed statements on the company's activities, especially on the following:
First: The significant contracts concluded by the company during the previous year and the businesses in which owners of 10% or more of the company’s shares, the members of the board or the managing director had interests, including interests of their families, entities under their control and any other interest that would render the transaction a relatedparty transaction under international accounting standards insofar as permissible to apply these in Iraq.
Second: The results of operations (including earnings) and distribution of net profit. Third: The reserve balance and its uses. Fourth: The sums received by current and previous members of the board of directors and the managing director in the form of wages or awards in cash or in kind, which they enjoy Fifth: The sums which have been spent on publicity, travel, entertainment, and donations.
[grashopa] see this..........this is transparency at the company level....
[grashopa] Section Three: Inspection Article 140: The company shall be subject to inspection by one or several professional inspectors, who will be chosen by the Registrar, in the case of a justifiable claim made by any of the following quarters that the company has violated the provisions of this law, its contract, or the decisions of its general assembly:
[grashopa] Article 141: The Registrar has the right to appoint an inspector when necessary without asking the permission of any quarter. If the company believes that the Registrar has exercised its powers under this section for improper purposes, it may apply to the competent court to prove this and obtain an order restraining any improper action.
[grashopa] Second: The appointed inspector shall submit his or her report on the inspection to the Registrar, who shall send copies of the report to the company and the person making the claim referred to in Article 140.
[grashopa] Article 143: The company's general assembly can appoint its own inspector to inspect the company's work. It shall also specify his task, the scope of his work, and the type of report he must submit, provided a copy of the report is sent to the Registrar. Article 144: Company employees must allow the inspector to have access to all of their books, documents, and records. The inspector may also interview the employees and those connected with the company on the case which is being investigated.
[tlm724] Article 207: The Ministry of Trade, in cooperation with the Ministry of Finance, the Financial Control Bureau, and the Planning Board, shall issue guidelines for the accounting system to be adopted by the companies and everything that pertains to their final accounts. Article 208:
First. The minister of trade shall issue guidelines to facilitating the implementation of this law.
Second. The Agency Registration Law No. 4 of 1999 shall be inapplicable to the registration of a company, and a company is not required to retain a commercial agent to register, though it may choose to do so. Furthermore, no certification of tax compliance or of the absence of tax delinquency shall be required for the registration of a company. The Minister of Trade is hereby authorized to issue instructions to coordinate the activities of the Registrar of Companies and the Chamber of Commerce regarding the registration and approval of commercial trade names, notwithstanding anything to the contrary in The Law on Establishment of Chambers of Commerce No. 43 of 1989.
[tlm724] this last one shows the fines and penalities for non-compliance
[tlm724] Article 213: First: Any economic project that does not take the form of a company shall be punishable by a fine of 1,000 dinars for every day of delay after the grace period stipulated in Article 210 of this law.
Second: The punishment stipulated in paragraph First of this Article shall apply to every company branch or office that must be re-registered or liquidated, for every day of delay after the periods stipulated in regulations and administrative instructions issued under CPA Order No. 39
Article 217: Any company failing to submit the required statements and information to a competent official quarter at the times fixed under the provisions of this law shall be subject to punishment of a fine of not more than 300,000 dinars for every day of delay, depending on the severity of the violation.
Article 218: Any company official who purposely gives inaccurate statements or information to an official quarter on the company's business, results of operations, financial condition, member shares and quotas, and distribution of dividends shall be subject to punishment of imprisonment for a period of not more than one year, or a fine of not more than 12,000,000 dinars, or both, depending on the severity of the violation.
Article 219: Any company official who bars a competent quarter from seeing the company's records and documents shall be subject to punishment of imprisonment for a period of not more than six months or a fine of not more than 12,000,000 dinars, or both, depending on the severity of the violation.
[DogzNova] wait wait wait...
[Shredd] yes, the consequences need to be spelled out too which is great to see.
[DogzNova] now this one has some bite
[Shredd] yes my hope is for those who read through this all that they get a deeper respect for the many layers of regulation this took a lot of time to build and to see it passed and as a law is huge
[DogzNova] 8 yrs
[grashopa] The branches and offices of foreign companies and establishments shall be subject to the provisions of CPA Order No. 39 and regulations and administrative instructions issued thereunder.
[grashopa] CPA 39 is what gave us the right to own Dinar
[therealbubbie] shall be punishable by a fine of 1,000 dinars for every day of delay... wow that's a heavy fine ... whats that like 10 dollars a day
[grashopa] Section 4 Treatment of Foreign Investors 1) A foreign investor shall be entitled to make foreign investments in Iraq on terms no less favorable than those applicable to an Iraqi investor, unless otherwise provided herein. 2) The amount of foreign participation in newly formed or existing business entities in Iraq shall not be limited, unless otherwise expressly provided herein......
[BondLady] i can guarantee when this goes into effect that 1000 iqd fine will not be at the rate of 1166
[DogzNova] can’t be
[BondLady] well almost guarantee it whats 70 cents or so
[grashopa] ok.......these fines are what can be called liquidated damages they are there to make them comply ] and if you look at them there doesn't seem to be too much deterent at 1166
[grashopa] BUT put a rate to it
[BondLady] but the new rate would deter
[grashopa] and BAM...........there is your deterrent
[therealbubbie] 1-1 !!!!!!