The Bylaws And Articles Of Association are mandatory constitutional documents required for company formation in Saudi Arabia under the Companies Law of 2015. These documents must be prepared and filed when establishing any company in Saudi Arabia, whether it's a limited liability company, joint stock company, or another permitted corporate form. They contain essential information about the company's structure, including capital allocation, shareholder rights, management responsibilities, and operational procedures. The documents must comply with Saudi Arabian law and require approval from the Ministry of Commerce and, where applicable, other regulatory bodies such as the Capital Market Authority for public companies. They serve as the primary reference point for resolving corporate governance issues and guide the company's internal operations and external relationships.
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1. Introduction: Company name, form, nationality, and registered office details
2. Corporate Purpose: Detailed description of business activities and objectives of the company
3. Duration: Term of the company's existence and conditions for extension
4. Capital Structure: Details of share capital, types of shares, and value of shares
5. Share Subscription and Ownership: Distribution of shares among shareholders and payment of share capital
6. Share Transfer and Trading: Rules and restrictions regarding the transfer of shares
7. Share Register: Procedures for maintaining shareholder records and share certificates
8. Increase and Decrease of Capital: Procedures and conditions for capital modifications
9. Management Structure: Composition of board of directors or managers, appointment procedures, and powers
10. Shareholder Meetings: Procedures for general and extraordinary assemblies, voting rights, and quorum requirements
11. Financial Affairs: Fiscal year, accounts, auditing, and distribution of profits
12. Dissolution and Liquidation: Circumstances and procedures for company dissolution and liquidation
1. Preferred Shares: Required only if the company will issue preferred shares with special rights or restrictions
2. Board Committees: Needed for joint stock companies and companies requiring specialized oversight committees
3. Shareholder Reserved Matters: For closely-held companies requiring specific shareholder approvals
4. Tag-Along and Drag-Along Rights: For companies with multiple shareholders requiring exit provisions
5. Related Party Transactions: Detailed procedures for handling related party transactions, particularly important for public companies
6. Zakat and Tax Provisions: Specific provisions for handling zakat and tax matters, particularly relevant for mixed ownership companies
7. Shariah Compliance: Required for companies needing to ensure compliance with Islamic law principles
1. Schedule 1 - Initial Shareholders: List of founding shareholders with their details and shareholdings
2. Schedule 2 - Share Capital Details: Detailed breakdown of share classes and rights attached to shares
3. Schedule 3 - Board Charter: Detailed rules governing the board's operations and responsibilities
4. Schedule 4 - Reserved Matters: List of decisions requiring special approval mechanisms
5. Schedule 5 - Company Branches: List of company branches and their registered addresses
6. Appendix A - Proxy Form: Standard form for shareholder proxy appointments
7. Appendix B - Share Certificate Template: Template for share certificates
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