Amended And Restated Shareholders Agreement Template for Saudi Arabia

An Amended And Restated Shareholders Agreement is a comprehensive legal document that completely replaces your existing shareholders agreement while preserving continuity of essential rights and obligations. Under Saudi Arabian law, this document becomes necessary when your company undergoes significant structural changes that cannot be adequately addressed through simple amendments to your current agreement.

When do you need this document?

You require an Amended And Restated Shareholders Agreement when introducing new shareholders to your company, particularly foreign investors who need Foreign Investment License Authority approval. This document is essential during corporate restructuring, capital increases, or when converting from a limited liability company to a joint stock company under the Companies Law. You also need this agreement when your company seeks listing on the Saudi Stock Exchange and must comply with Capital Market Authority governance requirements, or when implementing new governance structures that align with current regulatory expectations and business objectives.

Key legal considerations

Your agreement must clearly define the amendment and restatement provisions, expressly stating that this document supersedes all previous agreements while preserving specific rights or obligations that should continue. Include comprehensive definitions with Arabic translations where necessary, ensuring legal certainty in both languages. Address shareholding transfer restrictions, pre-emptive rights, and tag-along/drag-along provisions that comply with Saudi commercial practices. Incorporate board composition requirements, voting procedures, and decision-making thresholds that reflect your company's governance structure. If your company operates in restricted sectors, ensure foreign ownership limitations are clearly stated and compliant with sector-specific regulations.

Legal requirements in Saudi Arabia

Your agreement must comply with the Companies Law (2015), which governs shareholder rights, corporate governance, and company operations. For publicly listed companies, incorporate Capital Market Authority Corporate Governance Regulations requirements, including independent director provisions, audit committee structures, and disclosure obligations. Ensure foreign shareholder provisions align with the Foreign Investment Law, particularly regarding ownership percentages and sector restrictions. Include Ministry of Commerce registration requirements and specify commercial registration number references for all parties. If your company operates in Islamic finance or other Sharia-sensitive sectors, incorporate Sharia Advisory Board acknowledgment provisions and ensure all terms comply with Islamic commercial principles under Saudi law.