Articles of Incorporation Organization documents are essential for establishing any new company in Saudi Arabia. These articles serve as the constitutional document of the company, outlining its fundamental structure and operations in compliance with the Saudi Companies Law 2015 and Shariah principles. The document is required during the company registration process with the Ministry of Commerce and must include specific information such as company name, objectives, capital structure, shareholder details, management framework, and operational procedures. It forms the basis for all future corporate actions and governance decisions, requiring careful consideration of both mandatory legal requirements and optional provisions that might benefit the company's specific circumstances. The articles must be drafted in Arabic and authenticated by appropriate authorities, though English translations are commonly prepared for international stakeholders.
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1. Introduction and Company Name: States the company's official name in Arabic and English, and establishes the document as Articles of Incorporation
2. Company Type: Specifies the legal form of the company (e.g., LLC, Joint Stock Company)
3. Company Objectives: Details the permitted business activities and scope of operations
4. Principal Office: States the location of the company's head office and provisions for branches
5. Capital and Shares: Specifies the company's capital structure, share value, and distribution
6. Shareholders: Lists the founding shareholders with their details and shareholding percentages
7. Management Structure: Defines the management framework, board composition, and authority levels
8. Shareholder Meetings: Procedures for conducting general and extraordinary shareholder meetings
9. Financial Affairs: Fiscal year definition, accounting requirements, and profit distribution
10. Duration: States the company's duration or whether it's perpetual
11. Dissolution and Liquidation: Procedures for company dissolution and asset distribution
1. Preemptive Rights: Details shareholders' rights in new share issuances, used when shareholders want additional protection
2. Share Transfer Restrictions: Additional restrictions on share transfers beyond statutory requirements
3. Tag-Along Rights: Minority shareholder protection provisions, recommended for companies with multiple shareholders
4. Executive Committee: Required only for larger companies establishing additional management committees
5. Shariah Board: Required for companies engaging in financial or investment activities requiring religious compliance
6. Foreign Investment Provisions: Required when foreign shareholders are involved
7. Intellectual Property Rights: Required for companies with significant IP assets or technology focus
1. Schedule 1 - Shareholder Information: Detailed information about shareholders including ID numbers, addresses, and contact details
2. Schedule 2 - Capital Contributions: Detailed breakdown of capital contributions and payment schedule
3. Schedule 3 - Business Activities: Comprehensive list of approved business activities with their official codes
4. Schedule 4 - Board Members: Details of initial board members including their qualifications and positions
5. Schedule 5 - Powers of Attorney: List of initial authorized signatories and their powers
6. Appendix A - Shareholder Resolution: Initial shareholder resolution approving the Articles
7. Appendix B - Company Registration Documents: Copies of preliminary registration documents and licenses
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