The Article of Organization Form is a mandatory legal document required for establishing any company in Saudi Arabia. This document is essential when founders wish to create a new business entity and must be filed with the Ministry of Commerce. It contains critical information about the company's structure, including capital allocation, shareholder information, management framework, and operational guidelines. The document must comply with the Saudi Companies Law of 2015, related ministerial resolutions, and Shariah principles. It serves as the primary reference for corporate governance and must be prepared with careful attention to legal requirements, including minimum capital requirements, Saudi/foreign ownership ratios, and specific sector regulations. The Articles of Organization Form becomes the company's constitutional document upon approval and registration with relevant authorities.
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1. Article 1: Company Name and Form: Legal name of the company, type of legal entity, and confirmation of Saudi Companies Law compliance
2. Article 2: Company Objectives: Detailed description of permitted business activities and scope of operations
3. Article 3: Principal Office: Official registered address and provisions for establishing branches
4. Article 4: Company Duration: Term of the company's existence and renewal provisions
5. Article 5: Capital Structure: Details of company capital, number and types of shares/units, and their value
6. Article 6: Ownership Structure: Names of founders/shareholders, their nationalities, and ownership percentages
7. Article 7: Management Structure: Governance framework, appointment of managers, and their powers
8. Article 8: Shareholders Meetings: Procedures for conducting meetings, voting rights, and decision-making processes
9. Article 9: Financial Affairs: Fiscal year definition, accounting practices, and profit distribution
10. Article 10: Statutory Reserve: Requirements for maintaining statutory reserves as per Saudi law
11. Article 11: Share Transfer Restrictions: Rules and procedures for transferring ownership interests
12. Article 12: Dissolution and Liquidation: Procedures for company dissolution and asset distribution
1. Preemptive Rights: Additional provisions for existing shareholders' rights in new share issuances
2. Shariah Compliance: Specific provisions ensuring business operations comply with Islamic law principles
3. Dispute Resolution: Detailed procedures for handling internal disputes and choice of jurisdiction
4. Non-Competition: Restrictions on shareholders/managers engaging in competing businesses
5. Technology and IP Rights: Provisions regarding ownership and protection of intellectual property
6. Foreign Investment Provisions: Special provisions required when foreign investors are involved
7. Committee Formation: Establishment of special committees for specific purposes (e.g., audit, compensation)
1. Schedule 1: Shareholders Information: Detailed information about shareholders including ID numbers and contact details
2. Schedule 2: Capital Contributions: Detailed breakdown of initial capital contributions and payment schedule
3. Schedule 3: Business Activities: Comprehensive list of approved business activities with their official codes
4. Schedule 4: Management Structure Chart: Organizational chart showing management hierarchy and reporting lines
5. Schedule 5: Powers of Attorney: List of authorized signatories and their delegated powers
6. Appendix A: Shareholders Resolution: Initial shareholders' resolutions establishing the company
7. Appendix B: Required Government Approvals: List of obtained permits and licenses
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