Law No.9/2000 - Regulations of law No.9 -
Bylaw of Establishing companies and setting up branches offices of companies

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Great Socialist People’s Libyan Arab Jamahiriya
Free Zone - Misurata

Bylaw of Establishing Companies and Setting up Branch Offices of Companies at Free Zone - Misurata

Chapter I
Establishing and Setting up Branch Offices
Article No. 1

The following terms mean their equivalents opposite to them unless context mean unlike:
- State: Great Socialist People’s Libyan Arab Jamahiriya.
- Administration: the administration of Free Zone – Misurata
- Zone: Free Zone – Misurata
- Branch: branch of any company licensed to practice its activities at the zone.
- Company: Free Zone Company (F.Z.C)
- Owner: share holder
- Registry: registry of companies at Free Zone – Misurata

Article No. 2

Companies of the free zone are to be of special nature and shares and bonds thereto are not introduced in public underwriting.
- Any legal or natural personality intends to establish a company or set up branch offices of a
  company must apply an application, on the Form No. 1 enclosed with this bylaw, to the
  administration and provide the administration with all necessary document demanded by the
  administration.
- Approval of the application of establishing a company or setting up a branch office of any company
  shall be under a decision of the administration and the latter has the right to approve or reject the
  application and a notice shall be given to the applicant either positive or negative within thirty days
  from submitting the application and rejection should be causative.
- In case of approval of setting up a branch office of a company at the zone replica copies of
  documents of establishing the mother company should be presented with the application of issuing
  license of setting up the branch office of the company according to the Form No. 3B attached to this
  bylaw.
- The administration issues the license of establishing a company or setting up a branch office of a
   company according to the Form No. 4 attached to this bylaw.

Article No. 3

- The company of the free zone shall hold a distinguished name carries the letters (F.Z.C), of which to
   be approved by the administration, the name may be changed by a decree of the board of directors of
  the company or its owner after an approval of change by the administration in condition that this
  change does not lead to violation of the current company's liabilities towards others.
- Company's name might be amended by a decree of the owner(s) and change shall not be effective
  unless approved by the administration, any amendment of the company's name must be registered in
  the registry and to be effective from date of registration. 

Article No. 4

- The company or its branch shall have its premises in the zone where all its corresponding is
  addressed to in legal procedures.
- The company or the branch office undertakes to fix a sign board carries its commercial name visible to
  others in legible letters outside its premises and at the places where it performs its activities
  according to the conditions and specifications set by the administration.

Article No. 5

- The administration is the legal competent body which is concerned with registering companies or
  branch companies licensed to practice the business thereto in the zone.
The administration shall keep the registry in a proper way and shall benefit from registration techniques and available information and the companies or branch companies shall notify the administration of any amendments in the constitution and the basic system of the company or Mother Company.
- The administration levies due fees of license and registration and fees of issuing statements and
  certificates of registration and date registration of the company is the date of its establishment.
- The company has the right to establish its own branches or offices or agencies both inside or outside
   the zone under an approval of the administration.

Chapter II
Capital and Shares
Article No. 6

- Capital of the company has to be determined and not less than equivalent to USD 10000, 00 totally
   paid before issuing license.
- The capital the company is to be divided into shares of equivalent nominal value.
- Divisions of capital may be paid in cash or in- specie or both cash and in- specie.
- Capital of the company may be amended under a decision of owner(s) and such shall not be effective
  unless approved by the administration. Amendment of the capital of the company has to be
  registered in the registry and it shall be valid since the date of registration.
- The administration undertakes determining the value of the financial guarantee sated in the article
   No. 11 of the executive bylaw of the Act No. 9/2000 regarding organizing transit trade and free zones,
   issued under the decree of the people's committee general No. 137/2004.

Article No. 7

- No issue of share certificate by the administration of any company unless the capital is fully paid.
- All shares that are issued for any company shall be of equivalent nominal value.
- Company shall not own its capital shares but it may own shares of any other company inside or
  outside the zone under approval of the administration.
- The company undertakes to issue ownership certificate for its owner(s) of underwritten shares
  according to regulations stated herein and the company keeps a record contains all information of its
  shares holders and no issuance of shares for holders thereto. - The administration includes details of
  owner(s) percentage of ownership of each in a special record to be prepared for such purpose.

Article No. 8

- Ownership of shares may be partially or totally transferred or mortaged under approval of the
   administration and according to conditions to be set by the administration.
- Company shares transfer shall not be valid unless original transfer certificate is issued and to be
   presented to the administration for recording details in the record prepared for this purpose.