VU The Constitution of 15 September 1992;
VU Constitutional Law No.92/AN/10/6th L of 21 April 2010 revising the Constitution;
VU Law No.003/AN/18/8th L of 12 April 2018 on Civil Code;
VU Law No.004/AN/18/8th L of 12 April 2018, Code of Civil Procedure;
VU Decree No.2016-109/PRE of 11 May 2016 appointing the Prime Minister;
VU Decree No.2016-110/PRE of 12 May 2016 appointing members of the Government;
VU Decree No.2016-148/PRE 16 June 2016 establishing the powers of the Ministries;
VU Circular No. 80/PAN of 24/04/2019 convening the 2nd public meeting of the Ordinary Session of PAN 2019;
The Council of Ministers heard at its meeting of 19/03/2019.

CHAPTER 1:
MOBILIÈRES

Article 1: Section L.2282-1 of the Trade Code is amended as follows with the addition of the following definitions:
Security: means a right on a piece of property created by an agreement to guarantee the payment or performance of an obligation, whether or not the parties have named it, regardless of the type of assets, the status of a grantor or the secured creditor, or the nature of the secured obligation.
Trust: The trust is the result of an act by which one or more persons appointed as constituents, transfer from their property, rights or security rights, or a set of assets, rights or security interests, present or future, to one or more other assets that they constitute for a specified purpose for the benefit of one or more beneficiaries, and that a trustee requires, by virtue of his acceptance, to hold and hold.

The trust constitutes a security right where the transfer of property, rights or security rights is realized as a security right.
Reserve of property: The retention-of-title clause is a clause inserted in the contract between two parties by which the seller reserves the right of ownership until the time of the complete payment of the thing by the buyer.
Debt loss: The assignment of receivable is a contract by which the assignor, on a costly or free basis, transmits all or part of his debt against the debtor assigned to a third party called the assignee. It may cover one or more receivables present or future, determined or determinable. It extends to the accessories of debt. The consent of the debtor is not required unless the debtor has been stipulated inceivable.
lease: Any lease of furniture or immovable, bodily or intangible property for professional use, specially acquired or constructed, for the purpose of this lease, by a business that remains the owner of the property. This rental operation, regardless of its name, shall, in the long term, provide for the right of the tenant to acquire all or part of the leased property at an agreed price, taking into account, at least for part, payments made as rents;

Article 2: The security rights listed in the previous article, as well as the right of retention, pledges, non-possessibility and privileges, are registered in the security rights registry held at the Central Bank of Djibouti.

Article 3: Third party security rights are only enforceable if they have been published in the security rights registry held at the Central Bank.

Article 4: Article L. 2284-18 of Law No. 001/AN/18/8th L of 12 April 2018 amending and supplementing the Trade Code, as follows:
A secured creditor who has a preferential right on all other creditors may take possession of the encumbered security property and sell it at auction or private sale if the debtor does not perform according to the security agreement.
In this case, the Registrar General shall issue to the creditor a certificate authorizing the taking of possession of the encumbered security property,
is amended to read:
A secured creditor who has a preferential right on all other creditors may take possession of the encumbered security property and sell it at auction or private sale if the debtor does not perform according to the security agreement.

The parties agree in the security agreement on the terms and conditions of taking possession or auction.

CHAPTER 2
ON THE RIGHTS OF MINORITARY ACTION

Article 5: Article 21 of Law No.001/AN/18/8th L of 12 April 2018 amending and supplementing the Code of Commerce as follows:
A statement of salary or any other benefits paid to each director, to a former director, director general, executive director and any other officer or officer responsible for the management and implementation of the company's current activities must be presented annually to the General Assembly, including any other benefits for loss of quality of administrator.
The competent body of the company may determine the terms of any contract of the Director General or Executive Director.
It is also communicated in the same forms the incentive bonuses and regimes,
is amended to read:
A statement of salary or any other benefits paid to each director, to a former director, director general, executive director and any other officer or officer responsible for the management and implementation of the company's current activities must be presented annually to the General Assembly, including any other benefits for loss of quality of administrator.
The competent body of the company may determine the terms of any contract of the Director General or Executive Director.
Incentives and incentive schemes are also communicated in the same forms.
The information mentioned above, contained in the financial statements, must be included in the annual report to the public.

Article 6: Article 22 of Law No. 001/AN/18/8th L of 12 April 2018 amending and supplementing the Code of Commerce as follows:
Any direct or indirect participation exceeding 5% held by a shareholder must be brought to the public by the board of directors within fifteen (15) days after the date of the acquisition. In the event that this disclosure does not take place, any shareholder who is aware of it may request that this information be included on the agenda of the ordinary General Assembly.
The General Assembly may designate an expert to verify whether there is a conflict of interest. If so, the relevant rules are applicable,
is amended to read:
Any direct or indirect participation greater than or equal to 5% held by a shareholder must be brought to the public by the board of directors within fifteen (15) days after the date of the acquisition. In the event that this disclosure does not take place, any shareholder who is aware of it may request that this information be included on the agenda of the ordinary General Assembly.
The General Assembly may designate an expert to verify whether there is a conflict of interest If so, the rules on this matter apply.

Article 7: An article L.301-52-3 of the Trade Code is created and follows:
The Extraordinary General Assembly is empowered to authorize the transfer of 51% of assets to third parties outside the company only with the consent of the majority of associates representing at least half of the share of society, unless the statutes provide for a stronger majority.
When the company envisages the assignment, the asset disposal project including expertise on the price of the assets to be disposed of is notified by the manager to each of the partners.
Any clause contrary to the provisions of this section shall be deemed unwritten.

Article 8: Article L.313-25 of the Commercial Code as follows:
Decisions are made in the assembly. However, the statutes may stipulate that, with the exception of those provided for in the first paragraph of the preceding article, all decisions or certain decisions may be made by written consultation of the partners or may result from the consent of all partners expressed in an act.
The partners are summoned to the assemblies in the forms and deadlines, as necessary, by regulation. The summons is made by the manager or, if not, by the auditor, if there is one.
The meeting shall not be held before the expiry of the deadline for the communication of the documents referred to in the preceding article.
One or more associates holding half of the shares or holding, if they represent at least one-quarter of the partners, one-quarter of the shares, may request the meeting of a meeting. Any contrary clause is deemed non-written.
A partner may appeal to the court for the appointment of an agent to convene the meeting and to determine its agenda.

In the event of a single manager's death, the Accounts Commissioner or any partner summons the Associates' Meeting for the sole purpose of replacing the Manager.
Any irregularly convened assembly may be cancelled. However, the invalidity action is not admissible when all partners were present or represented, is amended as follows:
Decisions are made in the assembly. However, the statutes may state that, with the exception of those provided for in the first paragraph of Article L.313-24, all decisions or certain decisions may be made by written consultation of the partners or may result from the consent of all partners expressed in an act.
The partners are summoned to the assemblies in the forms and deadlines, as necessary, by regulation. The summons is made by the manager or, if not, by the auditor, if there is one.
The meeting shall not be held before the expiry of the deadline for the communication of the documents referred to in the preceding article.
One or more associates holding 10% of the share may convene a general assembly. Any contrary clause is deemed non-written.
A partner may appeal to the court for the appointment of an agent to convene the meeting and to determine its agenda.
In the event of a single manager's death, the Accounts Commissioner or any partner summons the Associates' Meeting for the sole purpose of replacing the Manager.
Any irregularly convened assembly may be cancelled. However, nullity action is not admissible when all partners were present or represented.

Article 9: Article 26 of Act No.001/AN/18/8th L of 12 April 2018 amending and supplementing the Code of Commerce as follows:
An employee of the company may only be appointed administrator if his employment contract corresponds to an effective employment. He does not lose the benefit of this work contract. Any appointment made in violation of the provisions of this paragraph shall be void.
This nullity does not result in the deliberations to which the administrator irregularly appointed.
The number of directors related to the corporation by a contract of employment shall not exceed one third of the directors on duty.
One or more independent and non-executive directors must be appointed to the Board of Directors. They cannot exceed 1/3 of the total number of directors.
An independent administrator is a personality who does not own a share and has no interest in the financial performance of the company, its group, its management, or people related to the company. He is disaffected for his presence and must not hold shares in society.
A non-executive administrator is a person who is not a member of the corporation's management team and is not an employee of the corporation or affiliated in any way, but may hold shares in the corporation.
Every administrator is required to inform the General Assembly of his profession and professional experience, as well as the mandates of directors and jobs currently in progress in another entity and those exercised over the last five (05) years. This information must be made on the appointment of the administrator and be included in the notice of convocation of shareholders to the Annual Shareholder General Meeting,
is amended to read:
An employee of the company may only be appointed administrator if his employment contract corresponds to an effective employment. He does not lose the benefit of this work contract. Any appointment made in violation of the provisions of this paragraph shall be void. This nullity does not result in the deliberations to which the administrator irregularly appointed.
The number of directors related to the corporation by a contract of employment shall not exceed one third of the directors on duty.
One or more independent and non-executive directors must be appointed to the Board of Directors. They cannot exceed 1/3 of the total number of directors.
An independent administrator is a personality who does not own a share and has no interest in the financial performance of the company, its group, its management, or people related to the company. He is disaffected for his presence and must not hold shares in society.
A non-executive administrator is a person who is not a member of the corporation's management team and is not an employee of the corporation or affiliated in any way, but may hold shares in the corporation.
Every administrator is required to inform the General Assembly of his profession and professional experience, as well as the mandates of directors and jobs currently in progress in another entity and those exercised over the last five (05) years. This information must be made when the administrator is appointed. It must be renewed annually during the term of each director. The said “information must be included in” the notice of convocation of shareholders to the Annual General Meeting of shareholders to the appointment of the administrator.

Article 10: Article 29 of Law No.001/AN/18/8th L of 12 April 2018 amending and supplementing the Code of Commerce as follows:
The interested party is required to inform the Board of Directors and all shareholders, as soon as it is aware of a proposed agreement or transaction to which the foregoing provisions are applicable and must request their registration in the interest register and in the corporation's annual report. The interested party must specify the terms of the transaction (object, nature, amount) and the direct or indirect interest that binds it.
The information mentioned in the previous paragraph shall be transmitted by any means, within seventy-two hours (72 hours), to the public.
The President of the Board of Directors shall inform the Auditors of all the conventions authorized by the General Assembly.
On these conventions or operations, the Auditors present a special report to the Assembly, which decides on this report.
The interested party cannot take part in the vote on the requested authorization and its shares or shares are not taken into account in calculating the quorum and majority.
The document describing the terms and conditions of the transaction and the conflict of interest must be annexed to the annual management report.
Any relevant document must be provided to any shareholder who makes the request either by the beneficiary of the transaction or by the Board of Directors.
The requesting shareholder examines the document itself or appeals to an expert investigating the transaction.
The shareholder may in writing ask the recipient of the transaction information.
Any shareholder or other interested person may bring to justice the interested administrator as well as the other directors and may request the Justice to cancel the transaction when it is not fair or that it is injurious to other shareholders.
An action for reparation may be brought against the interested party and the directors who have given their approval when the transaction is not fair or is injurious to other shareholders. The action is prescribed by three years.
In the event of a conflict of interest, the court cancels the transaction and condemns the author to repay the profits obtained and to pay damages for the damages caused to the company.
The author also faces a sentence of imprisonment from 6 months to 2 years, the loss of the right of representation or direction of a company for 12 months and a fine corresponding to the double of the profits made during the transaction is amended as follows:
The interested party is required to inform the Board of Directors and all shareholders, as soon as it is aware of a proposed agreement or transaction to which the foregoing provisions are applicable and must request their registration in the interest register and in the corporation's annual report.
The individual must specify the terms of the transaction and, in particular, describe the assets involved and indicate:
- the amount of the consideration paid,
- the identity of the interested administrator and the nature of his participation in the buying business,
- the identity of the interested administrator and the nature of his participation in the selling business as well as the direct or indirect interest that binds him.
Within 60 hours (72 hours) of the conclusion of the trade talks, the information referred to in the previous paragraph must be transmitted by any means, in particular, through publication on the company's website or in a national newspaper, to the public.
The President of the Board of Directors shall inform the Auditors of all the conventions authorized by the General Assembly.
On these conventions or operations, the Auditors present a special report to the Assembly, which decides on this report.
The interested party cannot take part in the vote on the requested authorization and its shares or shares are not taken into account in calculating the quorum and majority.
The document describing the terms and conditions of the transaction and the conflict of interest must be annexed to the annual management report.
Any relevant document must be provided to any shareholder who makes the request either by the beneficiary of the transaction or by the Board of Directors.
The requesting shareholder examines the document itself or appeals to an expert investigating the transaction.
The shareholder may in writing ask the recipient of the transaction information.
Any shareholder or other interested person may bring to justice the interested administrator as well as the other directors and apply to Justice for the cancellation of the transaction when it is not fair or that it prejudices other shareholders.
An action for reparation may be brought against the interested party and the directors who have given their approval when the transaction is not fair or is injurious to other shareholders. The action is prescribed by three years.
In the event of a conflict of interest, the court cancels the transaction and condemns the author to repay the profits obtained and to pay damages for the damages caused to the company.
The author also faces a sentence of imprisonment from 6 months to 2 years, the loss of the right of representation or direction of a company for 12 months and a fine corresponding to the double of the profits made during the transaction.

Article 11: Article 33 of Law No. 001/AN/18/8th L of 12 April 2018 amending and supplementing the Code of Commerce as follows:
The Extraordinary General Assembly is the sole authority to decide, on the report of the Board of Directors or the Management Board, an increase in immediate capital, term or a issuance of new shares. An increase in capital must be made within the five-year period from the decision to which it is anticipated, is amended as follows:
The Extraordinary General Assembly is the sole authority to decide, on the report of the Board of Directors or the Management Board, an increase in immediate capital, term or a issuance of new shares. An increase in capital must be made within six months of the decision having provided for it.

Article 12: It is created an article L.301-65 of the denominated trade code as follows:
Unless there is a legitimate reason for the emergency, the conflict between partners must be subjected to an internal dispute resolution or dispute resolution mechanism.
The amicable dispute resolution mechanism involves the appointment of three mediators. Each party to the conflict is a mediator. The third mediator is designated by the first two or failing agreement by the ordinary general assembly.
If more than two partners are involved in the conflict, the General Assembly designates three mediators.
The decision of the ordinary general assembly on the appointment of the mediator(s) is valid only with the consent of the majority of associates representing at least half of the share of society.

CHAPTER 3
PROVISIONS RELATING TO COLLECTIVE PROCEDURE

Article 13: Article L.4210-4 of the Commercial Code as drafted
The collective procedure may be opened upon the request of a creditor, regardless of the nature of its claim, provided that it is certain, liquid and payable.
The creditor's assignment must specify the nature and amount of its receivable and be directed to the title on which it is based.
The debtor has the opportunity to make the statement and proposed relief plan under sections L.4210-1, L.4210-2 and L.4210-3 within one month of the assignment, is amended as follows:

The opening of a safeguard, judicial recovery or judicial liquidation procedure may be requested by a creditor, regardless of the nature of its debt, provided that it is certain, liquid and enforceable.
The creditor's assignment must specify the nature and amount of its receivable and be directed to the title on which it is based.
The debtor has the opportunity to make the statement and proposed relief plan under sections L.4210-1, L.4210-2 and L.4210-3 within one month of the assignment.

Article 14: Article 48 as follows:
The following provisions are inserted after paragraph 2 of Article L.4251-107 of the Commercial Code as follows:
At the first meeting of creditors, the chair of the meeting divides the meeting into groups following the nature of their claims. Creditors within the same group must enjoy the same rights. Each group votes separately. The recovery plan is approved only if the majority representing half plus one in each of the groups of creditors referred to vote for approval of the plan.
Any separate treatment of parties forming a group requires the consent of all concerned. In this case, the insolvency plan is accompanied by a declaration of consent of each of the concerned.
Paragraph 5 of section L.4251-107 of the Commercial Code is repealed. The remaining paragraphs of Article L.4251-107 of the Commercial Code remain unchanged, as follows:
Creditors are divided into groups following the nature of their claims. At the first meeting of creditors, the president of the meeting divides creditors into four groups for the vote. These four groups are:
- creditors holding a guarantee or several conventional security rights,
- creditors holding a privileged,
- creditors with no warranty and,
- Employees.
Creditors belonging to the same group enjoy the same rights.
Each group votes separately.
In addition to the provisions of paragraph 5 of Article L.4251-107, the recovery plan is only approved if the majority representing half plus one of each disgroup of creditors referred to in paragraph 1 vote for approval of the plan.

Any separate treatment of parties forming a group requires the consent of all persons concerned.
The insolvency plan is then accompanied by a declaration of consent from each of the persons concerned.

Article 15: It is created an article L.4251-107 bis, which reads as follows:
If the relief plan proposal or a change proposal affects the rights of a secured creditor, it may only be approved if the creditor consents to it.
If the latter does not consent, he:
- cannot be in a less favourable situation than if the company was in liquidation;
- receives at least the assets corresponding to its guaranteed receivable or the proceeds of its sale;
- must be paid in full on the assets, or on the products of the sale, according to the order of registration of privileges.
At the end of the meeting of partners or creditors adopting the recovery plan, the chair of the meeting must prepare a report and immediately forward it to the court. A copy of the report shall be submitted to the present and represented persons under the same conditions.

Article 16: All provisions contrary to this Act are repealed.

Article 17: This Act will be published upon promulgation.