Amended Articles of Association are required when a Saudi Arabian company needs to make significant changes to its constitutional documents. These amendments might be triggered by changes in shareholding, capital structure, management arrangements, or business activities. The document must comply with the Saudi Companies Law of 2015 and requires approval from the Ministry of Commerce. It serves as an update to the original Articles of Association, reflecting current corporate structure and governance arrangements. Common scenarios requiring such amendments include introduction of new shareholders, capital increases or decreases, changes in business activities, or modifications to management structure. The document must be drafted in Arabic (with optional English translation) and requires notarization and official registration with relevant authorities.
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1. Introduction and Parties: Identifies the company and the shareholders/partners amending the Articles
2. Background: Details of the original Articles of Association and reason for amendment
3. Definitions and Interpretation: Key terms used throughout the document and their meanings
4. Company Name: Official company name in Arabic and English
5. Company Form: Legal form of the company (LLC, JSC, etc.)
6. Company Objectives: Approved business activities and purposes
7. Head Office: Principal place of business and provisions for branches
8. Duration: Term of the company's existence
9. Capital and Shares: Share capital structure, value, and distribution
10. Transfer of Shares: Rules and procedures for share transfers
11. Management Structure: Governance framework and management appointments
12. Shareholder Meetings: Procedures for general and extraordinary meetings
13. Financial Affairs: Fiscal year, accounts, and profit distribution
14. Dissolution and Liquidation: Procedures for company termination
15. Notices: Communication procedures between parties
16. Governing Law: Confirmation of Saudi law application and jurisdiction
1. Shariah Compliance: Required for Islamic financial institutions or companies offering Islamic products
2. Foreign Investment Provisions: Required when there are foreign shareholders
3. Board of Directors: Detailed section required for Joint Stock Companies
4. Preferred Shares: Required when company has different classes of shares
5. Reserved Matters: Special voting rights or veto powers for certain shareholders
6. Technical Services: Required when foreign partners provide technical expertise
7. Zakat and Tax: Specific provisions for handling tax matters between Saudi and foreign partners
1. Shareholders Schedule: Current shareholding structure and details
2. Commercial Registration: Copy of updated CR details
3. Board Resolution: Approving the amendments
4. Shareholder Resolution: Approving the amendments
5. Business Activities: Detailed list of approved commercial activities
6. Powers of Attorney: Management authorities and delegations
7. Previous Amendments: History of prior amendments to the Articles
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