Decree No. (107) of 2009 on establishing the Libyan Investment and Development Fund

General People’s Committee

Decree No. (107) of 1377 FDP (2009 AD)

on establishing the Libya Investment and Development Fund

The General People’s Committee,

Upon review of:

• Law No. (1) of 1375 FDP on on the rules of procedure of the People’s Congresses and the People’s Committees, and the implementing regulations thereof;
• The Law of the Financial System of the State, and the budget, accounts, and stores regulations and amendments thereto;
• The Libyan Commercial Code and amendments thereto;
• Law No. (65) of 1970 AD approving certain provisions on commercial companies and merchants and the supervision thereof;
• Law No. (16) of 1991 AD, assigning certain competencies to the General People’s Committee;
• Law No. (21) of 1369 FDP (2001 AD), approving and amending certain provisions on engaging in economic activities and the implementing regulations thereof;
• Law No. (11) of 1372 FDP on income tax;
• Law No. (12) of 1372 FDP on the stamp tax;
• Law No. (1) of 1373 FDP on banks;
• Law No. (3) of 1374 FDP on public sector companies;
• Law No. (2) of 1375 FDP organising the people’s inspection and oversight;
• Law No. (3) of 1375 FDP organising the Financial Audit Authority and the implementing regulations thereof;
• Law No. (6) of 1375 FDP, approving certain provisions encouraging national capital investment and the decrees issued pursuant thereto;
• General People’s Congress Decree No. (1) of 1377 FDP formulating the decrees of the Basic People’s Congresses in its annual meeting of 1376 FDP (2008 AD);
• General People’s Committee Decree No. (104) of 1376 FDP, reorganising the Libyan Investment Authority;
• General People’s Committee Decree No. (330) of 1374 FDP (2006 AD) reorganising the Economic and Social Development Fund;
• Based on the submission of the Secretary of the General People’s Committee;
• The approval of the General People’s Committee in its first bis ordinary meeting of 1377 FDP;

has decreed:

Pursuant to Article (1) of General People’s Committee Decree No. (366) of 2009 amending a provision of Decree No. (107) of 1377 FDP (2009 AD) establishing the Libya Investment and Development Fund:

Article (1)

Pursuant to this Decree, an investment fund shall be established called the Libya Local Investment and Development Fund. This fund shall be a legal entity, have financial autonomy, and be subject to the provisions on holding companies in the Commercial Code.

Article (2)

The Fund’s headquarters and legal domicile shall be in the city of Tripoli. The Fund’s board of directors may establish Fund branches in other cities in Libya or agencies abroad, in accordance with the legislation in force.

Article (3)

1. The Fund’s authorized capital shall be set at twenty billion Libyan Dinars (20,000,000,000.000 LYD), divided into two hundred million (200,000,000) shares, each valued at one hundred Libyan dinars (100.000 LYD).
2. As an exception to the implementing regulations of Law No. (21) of 1369 FDP approving certain provisions on engaging in economic activities, subscription shall be made at twenty percent (20%) of the Fund’s authorized capital, as follows:

1. Fifteen million (15,000,000) shares valued at one billion, five hundred million Libyan dinars (1,500,000,000 LYD) subscribed by the Libyan Investment Authority. This amount shall be paid in full upon subscription.
2. Fifteen million (15,000,000) shares valued at one billion, five hundred million Libyan dinars (1,500,000,000 LYD) subscribed by the Central Bank of Libya. This amount shall be paid in full upon subscription.
3. Five million (5,000,000) shares valued at five hundred million Libyan dinars (500,000,000 LYD) subscribed by operating banks. This amount shall be paid in full upon subscription.
4. Five million (5,000,000) shares valued at five hundred million Libyan dinars (500,000,000 LYD) shall be offered for subscription by Libyan persons and legal entities (individuals and private companies) on the securities market.

3. If the shares offered for subscription are not subscribed to in the public offer within a year from the date they are offered on the securities market, all or a portion of the bodies set out in items (a), (b), and (c) of the preceding paragraph may subscribe to these shares, or to those that remain.

Article (4)

The Fund’s objectives shall be to invest its funds domestically on a commercial basis in the field of construction and agricultural, industrial, tourism, educational, health, and financial projects, and other fields with economic returns, in accordance with labour requirements and the demands of the competitive market, so as to ensure development of the private sector and economic diversity in Libya, in particular the following:

1. Investment in the education and health fields and the building, construction, development and urban development sectors.
2. Investment in projects to implement, manage, and operate infrastructure projects in partnership with the private sector.
3. Investment in tourist hotels, villages, and resorts, communication services, information technology, and related technology industries.
4. Agricultural investment and investment in the marine fishing fields, and establishing production farms and projects and the industries based thereon.
5. Investment in industrial fields, particularly the fields of preparing and managing industrial zones, mining activities, and establishing the industries based thereon.
6. Investment in the fields of petroleum, gas, and energy, establishing the industries based thereon, and engaging in the related service activities.
7. Any other objectives agreed upon by the Fund’s general assembly, based on a proposal from the board of directors. In order to achieve its objectives, the Fund may undertake the following:

1. Enter into the contracts required to perform its activities, own and sell movable and immovable property, and {…} as a guarantee for any funds borrowed or other obligations incurred thereby.
2. Purchase or own companies, wholly or in part.
3. Establish joint-stock companies, whether alone or with a third party, including the participation of the private sector.

Article (5)

The Fund’s general assembly shall consist of representatives from the bodies that hold ownership in its capital. The general assembly shall exercise its competencies in accordance with the provisions provided in the Commercial Code and legislation in force, in particular:

1. Approve the Fund’s annual budget and balance sheet, the general budget, and auditors’ report.
2. Appoint the second external auditor and determine the remuneration thereof.

Article (6)

The Fund shall be managed by a board of directors consisting of at least seven members, including the Fund’s executive director, all of whom shall have expertise and competence in investment fields. The board of directors and executive director shall be appointed by a decision issued by the Fund’s general assembly, for a renewable five-year term.

Article (7)

The board of directors shall supervise and be responsible for the Fund’s affairs, and shall have all the powers required to achieve the Fund’s objectives. In particular, it may undertake the following:

1. Implement the decisions of the general assembly, and facilitate the Fund’s activities.
2. Implement the Fund’s investment policy, establish terms, conditions, and mechanisms for its work, monitor the implementation thereof, issue the resolutions required for such, propose the regulations and decrees necessary to regulate the Fund’s work and submit them to the general assembly for approval, and protect and utilize its funds for the designated purposes.
3. Propose issuance of the Fund’s administrative, financial, and other regulations necessary for the Fund’s operation.
4. Propose the Fund’s organizational structure, including the competencies of the departments, divisions, and other administrative units, and submit them for approval.
5. Prepare the annual report on the Fund’s investments, including an assessment of its achievements.
6. Form subsidiary committees from among its members, and assign them to exercise certain of the board’s competencies.
7. Prepare the Fund’s annual reports, and transfer them to the general assembly.
8. Propose investment policies and the financial and administrative regulations and systems necessary for such, and submit them to the general assembly for approval.
1. Distribute investments throughout the various fields and activities in accordance with the approved policies.
10. Propose training policies to form the specialized investment frameworks in the field of the Fund’s work and submit it to the general assembly for approval, and adopt the procedures necessary to put them into implementation.
11. Any other duties assigned thereto by the general assembly, in accordance with the legislation in force.

Article (8)

The board shall have internal regulations for its work and manner of holding its meetings, issuing its decisions, appointing a board secretary, and the like.

Article (9)

The Fund’s investments shall be recorded in its own independent records. The balance sheet and annual financial statements on investments shall be prepared in accordance with internationally recognized accounting rules and standards.

Article (10)

The Fund’s fiscal year shall commence with the start of the State’s fiscal year and end at the end thereof. The Fund’s first fiscal year shall commence from the date this Decree enters into force and end at the end of the following fiscal year.

Article (11)

The National Anti-Corruption Authority shall inspect and audit the Fund’s accounts and budgets in accordance with the laws and legislation in force. The general assembly shall select a second external auditor and determine the fees thereof.

Article (12)

This Decree shall enter into force on its date of issuance, and shall be published in the Code of Procedure.

The General People’s Committee – Libya

Issued on: 2 Rabi’ al-Akher

Corresponding to: 28/03/1377 FDP (2009 AD)