﴿التنظيم القانوني لانقسام الشركات التجارية﴾ ”دراسة مقارنة”

Legal Regulation of the Division of Commercial Companies - A Comparative Study

Abstract
This dissertation addresses the legal framework governing the division of commercial companies, as one of the strategic tools companies use to restructure their operations, improve performance, and enhance competitiveness in the market. The division aims to separate a part of the parent company to become an independent legal entity, either through the establishment of a new company or by transferring some of the original company’s assets to an existing company. This enables management to focus on specific activities and increase operational efficiency.
The study discusses the various forms of company division and the main motivations behind it, such as improving financial performance, complying with legal requirements, enhancing market value, and avoiding monopolies. The dissertation also highlights the distinct legal nature of company division, which sets it apart from other legal processes such as mergers or company transformations, thus subjecting it to precise legal regulation to ensure the protection of the rights of concerned parties.
The dissertation further focuses on the legal procedures required to implement a division, starting with the preparation of a division plan, obtaining approval from the extraordinary general assembly of shareholders, and culminating in the registration of the new company in accordance with applicable laws. The study emphasizes that the success of a division depends on proper planning and legal compliance to ensure the protection of the rights of shareholders, creditors, and stakeholders dealing with the company.
Moreover, the dissertation examines cases of nullity of the division, which may arise from violations of legal procedures, fraud or deception, or infringement of the rights of creditors and shareholders. It explains the resulting legal consequences, whether in terms of restoring the previous state or holding those responsible for the division legally and financially accountable. The study also addresses the legal liability of board members in cases of errors or misconduct during the division process, as they may incur personal or joint liability depending on the nature of the damages resulting from their decisions.
In conclusion, the dissertation recommends enhancing the legal and regulatory frameworks governing company division processes, while ensuring the presence of effective oversight mechanisms to protect all relevant parties and to maximize the benefits of this legal tool in supporting market stability and promoting economic growth.