Question 2: I am a manager and partner in a limited liability company (LLC). I have not received my salaries for more than a year. Do I lose my right to claim my salaries after a year has passed? Does this law apply to the manager and partner in an LLC? What are the legal procedures that must be followed to exit the company as a partner?
Answer 2: If you are appointed with a labour contract and follow the rules of the Labour Office, you have to file a case in the Labour Court within one year or else you will lose your labour rights, according to Article 54 of the Labour Law. This law states that a lawsuit related to any of the rights accrued under the provisions of the decree-law shall become time-barred after the lapse of one year from the date of entitlement to the right that is the subject matter of the lawsuit.
But if your appointment is as per the Memorandum of Association (MOA) or statute of the company, then your rights will be considered as civil in the civil courts and the lapse of one year will not apply.
According to Articles 79 & 80 of the Federal Decree Law No. (32) Of 2021 on Commercial Companies, any partner may assign his share in the company, with or without compensation (either to sell or gift it), to any other partner or to a third party.
Such an assignment shall be made in accordance with the terms of the MOA of the company under a formal instrument, duly attested with the provisions of the decree law.
The partner shall notify the other partners through the manager of the company of the assignee or purchaser and the terms of the assignment or sale. Such an assignment shall be valid vis-à-vis the company or third parties only as of the date of being recorded in the commercial register with the competent authority.
The company may not decline to record such an assignment in the register unless the same violates the provisions of the MOA or the decree law.
