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A Shareholder Resolution lets company owners formally propose and vote on important business decisions at Saudi corporate meetings. These resolutions follow rules set by the Kingdom's Companies Law and Capital Market Authority, giving shareholders a direct voice in company affairs.

Common uses include appointing board members, approving dividends, or changing company policies. Any shareholder holding at least 5% of shares can submit a resolution for discussion at the annual general meeting, making it a key tool for protecting investor rights in Saudi businesses. The board must include valid resolutions in the meeting agenda and distribute them to all shareholders.

Use a Shareholder Resolution when major company changes need formal approval in Saudi companies. This includes essential decisions like mergers, capital increases, board appointments, or significant policy updates. The resolution becomes especially important for annual general meetings, where shareholders must vote on financial statements and dividend distributions.

Many Saudi corporations also need shareholder resolutions to authorize international expansions, approve major contracts worth over 10% of company assets, or change the company's core business activities. Under Saudi Companies Law, these resolutions protect both majority and minority shareholder interests by ensuring transparent decision-making and proper documentation of key corporate actions.

• Ordinary Resolutions: Require a simple majority (over 50%) for day-to-day decisions like appointing directors or approving annual accounts
• Special Resolutions: Need 75% shareholder approval for major changes like amending bylaws or increasing capital
• Unanimous Resolutions: Required for fundamental changes to shareholder rights or company structure under Saudi law
• Written Resolutions: Allow decisions without physical meetings, though some matters still require in-person voting
• Committee Resolutions: Specific to board committee decisions, requiring subsequent shareholder approval

• Shareholders: Propose and vote on resolutions, with larger shareholders (5%+ ownership) having special proposal rights
• Board of Directors: Review proposed resolutions, include them in meeting agendas, and implement approved decisions
• Company Secretary: Drafts resolution text, maintains official records, and ensures compliance with Saudi Companies Law
• Legal Counsel: Reviews resolution language, ensures CMA compliance, and advises on legal implications
• External Auditors: Verify financial-related resolutions and provide independent oversight when required

• Company Details: Gather current articles of association, shareholder registry, and commercial registration details
• Resolution Purpose: Clearly define the specific action or decision needed, ensuring it aligns with Saudi Companies Law
• Voting Requirements: Confirm the required majority threshold based on resolution type (ordinary vs. special)
• Supporting Documents: Collect relevant financial statements, board recommendations, or expert reports
• Meeting Requirements: Plan notice periods, quorum rules, and CMA notifications if applicable
• Format Selection: Use our platform's templates to ensure compliance with Saudi legal requirements and proper structure

• Meeting Details: Date, time, location, and type of meeting (ordinary/extraordinary)
• Company Information: Full legal name, commercial registration number, and registered address
• Resolution Text: Clear statement of the proposed action in both Arabic and English
• Voting Results: Number of shares voted, percentage in favor/against, and confirmation of required majority
• Authorizations: Specific powers granted and designated individuals for implementation
• Authentication: Chairman's signature, company seal, and Ministry of Commerce attestation when required
• Legal Basis: Reference to relevant articles in company bylaws and Saudi Companies Law

A Shareholder Resolution differs significantly from a Board Resolution in several key aspects under Saudi law. While both are formal corporate decisions, they serve distinct purposes and involve different stakeholders in the decision-making process.

• Authority Level: Shareholder resolutions represent decisions by company owners and require broader approval, while board resolutions reflect decisions made by appointed directors for operational matters
• Scope of Decisions: Shareholder resolutions handle fundamental matters like capital changes or mergers, whereas board resolutions manage day-to-day operations and policy implementation
• Voting Requirements: Shareholder resolutions often need specific majority thresholds under CMA regulations, while board resolutions typically require simple board majority
• Legal Impact: Shareholder resolutions can modify company structure and ownership rights, but board resolutions focus on executing existing authorities within the company framework