The Memorandum and Articles of Association of a One Person Company is a mandatory legal document required when establishing a single-shareholder limited liability company in Saudi Arabia. This document type was introduced following the modernization of Saudi Companies Law in 2015, which formally recognized One Person Companies as a valid corporate structure. It contains essential information about the company's formation, including capital requirements, management structure, business activities, and governance framework. The document is necessary for company registration with the Ministry of Commerce and serves as the primary reference for the company's internal governance and external dealings. It must be drafted in Arabic (with optional English translation) and requires authentication by appropriate authorities. This document is particularly relevant for entrepreneurs, foreign investors, and businesses looking to establish a wholly-owned corporate presence in Saudi Arabia while maintaining limited liability protection.
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1. Parties: Details of the sole shareholder, including full name, nationality, ID/passport number, address, and contact information
2. Background: Context for the establishment of the One Person Company and its intended purpose
3. Definitions: Key terms used throughout the document and their meanings
4. Company Name and Type: Official company name and specification as a One Person Company LLC
5. Company Objects: Detailed description of business activities and purposes
6. Head Office: Location of the company's registered office and provisions for branches
7. Duration: Term of the company's existence (typically unlimited)
8. Capital: Details of company capital, payment terms, and value of shares
9. Management: Appointment of manager(s), powers, responsibilities, and limitations
10. Shareholder Decisions: Process for sole shareholder decision-making and documentation
11. Financial Affairs: Fiscal year, accounts, profits distribution, and reserves
12. Company Dissolution: Circumstances and procedures for dissolution and liquidation
13. General Provisions: References to Saudi Companies Law and other applicable regulations
1. Power of Attorney: Optional section for delegating certain powers to appointed representatives
2. Succession Planning: Provisions for transfer of ownership in case of death or incapacity
3. Digital Operations: Provisions for electronic communications and digital business operations
4. Compliance Committee: Structure and role of compliance committee if business complexity requires it
5. Foreign Investment Provisions: Additional provisions if the sole shareholder is a foreign investor
6. Future Capital Changes: Provisions for future capital increases or decreases
1. Schedule 1: Capital Details: Detailed breakdown of capital contribution and payment schedule
2. Schedule 2: Business Activities: Comprehensive list of approved business activities with ISIC codes
3. Schedule 3: Management Structure: Detailed organizational structure and reporting lines
4. Schedule 4: Powers of Attorney: List of authorized representatives and their specific powers
5. Appendix A: Shareholder Information: Certified copies of shareholder ID/passport and other personal documents
6. Appendix B: Commercial Registration: Copy of preliminary commercial registration approval
7. Appendix C: Bank Certificate: Bank certificate confirming capital deposit
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