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Companies Memorandum Of Association

Companies Memorandum Of Association Template for Saudi Arabia

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Companies Memorandum Of Association

"I need a Companies Memorandum of Association for a Saudi-based technology startup with three shareholders (two Saudi nationals and one US investor), with an initial capital of SAR 500,000, planning to launch operations in March 2025 with specific provisions for intellectual property protection and future funding rounds."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions





































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Relevant Industries

Manufacturing

Technology

Real Estate

Trading

Professional Services

Healthcare

Education

Construction

Retail

Hospitality

Financial Services

Transportation

Energy

Agriculture

Telecommunications

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Executive Leadership

Board of Directors

Corporate Affairs

Risk Management

Operations

Business Development

Administrative

Relevant Roles

CEO

Managing Director

Legal Counsel

Corporate Secretary

Chief Financial Officer

Compliance Officer

Board Director

General Counsel

Commercial Director

Business Development Manager

Risk Manager

Company Registrar

Operations Director

Shareholder Relations Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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