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Memorandum And Articles Of Association Template for Saudi Arabia

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Key Requirements PROMPT example:

Memorandum And Articles Of Association

"I need a Memorandum and Articles of Association for a Saudi limited liability company in the technology sector, with three shareholders (two Saudi nationals and one UAE company), with an initial capital of 500,000 SAR, planning to start operations in March 2025."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Relevant legal definitions


























































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Relevant Industries

Financial Services

Manufacturing

Real Estate

Technology

Healthcare

Retail

Professional Services

Construction

Energy

Transportation

Education

Hospitality

Mining

Agriculture

Telecommunications

Relevant Teams

Legal

Compliance

Corporate Governance

Board Secretariat

Risk Management

Finance

Corporate Affairs

Regulatory Affairs

Investment

Business Development

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Board Director

Managing Director

Chief Financial Officer

Corporate Governance Officer

Risk Manager

Shareholder Relations Manager

Investment Manager

Business Development Director

Company Registrar

Regulatory Affairs 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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