The Memorandum and Articles of Association is a mandatory document required for company formation in Saudi Arabia, serving as the cornerstone of corporate existence and governance. This document is required when establishing any type of company under Saudi law and must be prepared in accordance with the Companies Law 2015, relevant Ministry of Commerce regulations, and Sharia principles. The document outlines crucial information including ownership structure, capital requirements, management framework, shareholder rights and obligations, and operational parameters. It must be authenticated by appropriate authorities and becomes a matter of public record upon company registration. The Memorandum and Articles of Association is particularly important in the Saudi context as it must balance international corporate practices with local legal requirements and Islamic principles.
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1. Parties: Details of the founding shareholders/partners including full names, nationalities, addresses, and identification details as required by Saudi law
2. Background: Brief context about the formation of the company and the shareholders' intention to establish the company
3. Definitions: Key terms used throughout the document, including statutory references and defined commercial terms
4. Company Name: The official Arabic and English names of the company as approved by the Ministry of Commerce
5. Company Objectives: Detailed description of all 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 (usually indefinite unless specifically limited)
8. Capital and Shares: Details of the company's capital structure, share values, and distribution among shareholders
9. Share Transfer Provisions: Rules and procedures governing the transfer of shares, including pre-emptive rights
10. Management Structure: Governance framework including appointment of managers/board members and their powers
11. Shareholders Meetings: Procedures for conducting shareholder meetings, voting rights, and quorum requirements
12. Financial Affairs: Financial year, accounts, auditing requirements, and distribution of profits
13. Dissolution and Liquidation: Circumstances and procedures for company dissolution and liquidation
14. General Provisions: Miscellaneous legal provisions including notices, governing law, and dispute resolution
1. Foreign Investment Provisions: Required when there are foreign shareholders, detailing compliance with SAGIA regulations
2. Board of Directors: Required for Joint Stock Companies, detailing board structure and responsibilities
3. Committees: Required for Joint Stock Companies, describing various committee structures and roles
4. Preferred Shares: Used when the company has different classes of shares with varying rights
5. Tag-Along Rights: Optional protection for minority shareholders in case of majority stake sale
6. Non-Competition: Restrictions on shareholders engaging in competing businesses
7. Shariah Compliance: Specific provisions ensuring company activities comply with Islamic law principles
8. Reserved Matters: List of decisions requiring special majority or unanimous approval
1. Schedule 1 - Shareholder Information: Detailed information about shareholders including share quantities and values
2. Schedule 2 - Business Activities: Comprehensive list of approved business activities with official classification codes
3. Schedule 3 - Initial Board Members/Managers: Details of initial management team including their powers and limitations
4. Schedule 4 - Capital Contributions: Breakdown of how capital has been contributed (cash, in-kind, etc.)
5. Schedule 5 - Regulatory Licenses: List of required licenses and permits for company operations
6. Appendix A - Shareholders' Resolution: Initial shareholders' resolution appointing management and approving formation
7. Appendix B - Power of Attorney: Standard format for powers of attorney for company representatives
8. Appendix C - Share Certificate Template: Standard form of share certificates to be issued by the company
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