Regularity and Authoritativeness of Minutes of Commercial Companies in Algerian Law: A Comparison Study with French Legislation
Dr. Laila Belhasal Manzalah & Dr. Fawzia Mirawi
Lecturers Professors “A”, Commercial Law
Faculty of Law, University of Oran 2, Algeria
The decisions taken within the framework of the general assemblies of commercial companies, as well as the decisions of the boards of directors and control in the joint-stock company, need to be recorded in minutes to verify their regularity. Ltd. and the partnership limited by shares, with the exception of the joint-stock company in which these minutes were dealt with in light of the penal provisions in force on them, in contrast to the French legislator, who made special provisions for their preparation and preservation, and clarified the data that must be available in them…etc. In general, the probative power of the commercial companies’ records varies according to the legal form they take, since although the general origin is to be formulated in the customary form, an exception may be made from this rule.
From this point of view, the importance of this study lies in shedding light on all aspects related to the records of commercial companies under the Algerian legislation in terms of the conditions required for their preparation, and then their regularity and validity, whether for companies of persons or funds, so that they may be adhered to as evidence before judicial authorities if a dispute arises regarding what is stated in them, especially since forgery as an ongoing crime would destroy its evidentiary force leading to its disregard.
The problematic of the subject is limited to the search for what are the legal conditions required for the records to be considered, and thus invoked as a means of proof or negation of their content, and whether by their availability the record is immunized, and it becomes unattended to claim contrary to what is stated in it. Therefore, these issues will be clarified by following the critical analytical approach based on the analysis of legal provisions and an attempt to clarify the shortcomings in them, in addition to the comparative approach through which we tried to search for similarities and differences between the Algerian and French legislation, the latter from which most national legal texts were derived, considering all modifications made later.
Accordingly, the study was divided into two sections: the first dealt with the conditions for the regularity of commercial companies’ records, and the second dealt with the extent of their evidentiary strength. Perhaps one of the most prominent results that have been reached is the lack of legal provisions regulating the records, which raises many questions and the emergence of many problems from a practical point of view that need appropriate solutions that take into account the interests of all concerned parties, so we recommend the need to amend the provisions of the Algerian commercial law by including special rules regulating the records in all commercial companies without exception with an indication of the effect of each breach thereof.
Key words: commercial companies, general assemblies, administrative bodies, supervisory board, customary and official documents.