Articles Of Association And Memorandum Of Association Template for Saudi Arabia

The Articles of Association and Memorandum of Association are essential documents required for company formation in Saudi Arabia, governed by the Companies Law of 2015 and overseen by the Ministry of Commerce. These documents must be prepared and executed when establishing any new company in the Kingdom, whether it's a Limited Liability Company (LLC), Joint Stock Company, or other permitted corporate structures. The documents outline crucial elements including capital structure, shareholding details, management framework, decision-making processes, and operational parameters. They must be drafted in Arabic (with optional English translation) and require notarization and registration with relevant authorities. The contents must align with Saudi law requirements, including specific provisions for foreign investment if applicable, and serve as the primary reference for corporate governance throughout the company's lifecycle.

1. Parties: Details of all founding shareholders/partners, including their full names, nationalities, addresses, and identification details as per Saudi requirements

2. Background: Introduction stating the intention to establish the company and operate under Saudi law

3. Definitions: Key terms used throughout the document, including specific Arabic legal terms where applicable

4. Company Name: Official company name in both Arabic and English, complying with Saudi naming conventions

5. Company Type: Legal form of the company (e.g., LLC, Joint Stock Company) and its characteristics

6. Company Objectives: Detailed description of permitted business activities aligned with Saudi licensing requirements

7. Principal Office: Location of the company's head office and provisions for establishing branches

8. Duration: Term of the company's existence and conditions for extension

9. Capital and Shares: Details of company capital, share distribution, and payment terms

10. Share Transfer Restrictions: Procedures and restrictions for transferring shares, including pre-emptive rights

11. Management Structure: Governance framework, including appointment of managers/board members and their powers

12. Shareholders Meetings: Procedures for conducting general and extraordinary meetings, voting rights

13. Financial Matters: Fiscal year, accounts, auditing requirements, and profit distribution

14. Dissolution and Liquidation: Circumstances and procedures for company dissolution and liquidation

15. Notices: Methods and requirements for official communications between parties

16. Governing Law: Confirmation of Saudi law application and dispute resolution mechanisms