The principle of multiple partners as a cornerstone of the company contract

Abstract

This research examines the principle of plurality of partners as a fundamental pillar of company contracts in commercial legislation, focusing on Libyan law and comparing it with some Arab and foreign legal systems. The importance of this topic stems from the fact that, in its legal essence, a company is based on the idea of ​​partnership and cooperation between two or more persons to achieve a common economic objective. This makes the requirement of plurality an indispensable foundational element for the establishment of a company and its acquisition of legal personality.

The research addresses the concept of plurality of partners and its legal basis, as well as the minimum and maximum number of partners according to the different legal forms of companies, particularly limited liability companies, joint-stock companies, and partnerships. It also discusses modern legislative trends that have departed from the traditional contractual concept and permitted the establishment of single-person companies, highlighting the justifications for this trend and its legal implications.

Furthermore, the research examines the legal classification of the consequences of failing to meet the plurality requirement, whether at the time of company formation or during its operation. It clarifies the cases of nullity and dissolution, distinguishing them from the de facto company theory, which limits the retroactive effect of nullity to protect the stability of transactions and legal positions. The mechanisms for rectifying a company's status when the multiplicity requirement is no longer met were also analyzed, along with the timeframes for doing so and the role of the judiciary in applying the principle of remediable nullity.

The research concluded with a set of findings and recommendations, most notably emphasizing the centrality of the multiplicity requirement in the legal structure of a company and the necessity for the Libyan legislature to intervene with clearer provisions to address cases where this requirement is no longer met, thereby achieving a balance between respecting mandatory rules and ensuring the stability of economic transactions.