The Companies Memorandum Of Association is a mandatory legal document required for establishing any company in Saudi Arabia. This document is fundamental to company formation and must be prepared in accordance with the Saudi Companies Law of 2015 and related regulations from the Ministry of Commerce. It outlines the company's essential characteristics, including ownership structure, capital allocation, management framework, and operational procedures. The memorandum must be drafted in Arabic (with optional English translation) and requires official authentication through proper channels. It serves as the primary reference for shareholders' rights and obligations, corporate governance matters, and dispute resolution mechanisms. This document is particularly crucial as it forms the basis for obtaining the commercial registration and other necessary permits for conducting business in Saudi Arabia.
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1. Parties: Details of all founding shareholders/partners, including full names, nationalities, ID/CR numbers, addresses and contact details
2. Background: Brief context about the formation of the company and the shareholders' intention to establish it in accordance with Companies Law
3. Definitions: Key terms used throughout the document, including statutory references and company-specific terminology
4. Company Name and Type: The official company name in Arabic and English, and specification of company type (LLC, JSC, etc.)
5. Company Objectives: Detailed list of business activities the company is authorized to conduct
6. Head Office: Location of the company's head office and provisions for establishing branches
7. Duration: Term of the company's existence and conditions for extension
8. Capital and Shares: Company's capital amount, number of shares/units, value per share, and distribution among partners
9. Management Structure: Appointment of managers/board members, their powers, terms of office, and decision-making procedures
10. Shareholders Meetings: Procedures for convening and conducting shareholder meetings, voting mechanisms, and quorum requirements
11. Financial Affairs: Fiscal year definition, accounting records, profit distribution, and loss handling
12. Transfer of Shares: Procedures and restrictions for transferring ownership interests
13. Termination and Liquidation: Circumstances leading to dissolution and procedures for liquidation
1. Foreign Investment Provisions: Required when there are foreign shareholders, detailing compliance with SAGIA regulations
2. Preemptive Rights: Optional provisions giving existing shareholders priority rights in capital increases
3. Non-Competition: Restrictions on shareholders engaging in competing businesses
4. Deadlock Resolution: Mechanisms for resolving shareholder disputes, particularly useful in 50/50 ownership structures
5. Tag-Along Rights: Minority shareholder protections in case of majority stake sales
6. Put and Call Options: Share purchase rights and obligations under specific circumstances
7. Intellectual Property Rights: Special provisions for companies where IP is a significant asset
8. Executive Committee: For larger companies requiring an additional management layer
1. Schedule 1: Shareholder Information: Detailed information about shareholders including contact details and share distribution
2. Schedule 2: Initial Managers/Directors: Details of initial management team including their powers and limitations
3. Schedule 3: Capital Contributions: Breakdown of each shareholder's capital contribution, including any in-kind contributions
4. Schedule 4: Licensed Activities: Detailed list of licensed business activities with their official classification codes
5. Schedule 5: Key Management Positions: List of key management positions and their job descriptions
6. Appendix A: Shareholders' Resolution: Initial shareholders' resolution appointing managers and authorizing company formation
7. Appendix B: Power of Attorney: POA for completing government registration procedures
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