Articles of Association For Company Limited By Guarantee are essential founding documents required when establishing a non-profit or membership-based organization in Saudi Arabia. This document is particularly suitable for organizations where commercial profit is not the primary objective, such as professional associations, charitable organizations, or community service entities. The articles must comply with the Saudi Companies Law of 2015 and related regulations, detailing the company's objectives, governance structure, membership requirements, and the guaranteed amount each member commits to contribute in case of winding up. The document serves as the organization's constitution, governing internal operations, decision-making processes, and relationships between members, directors, and other stakeholders while ensuring alignment with Saudi legal requirements and cultural considerations.
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1. Parties: Details of the founding members/guarantors establishing the company
2. Background: Context of the company's formation and its not-for-profit nature
3. Definitions and Interpretation: Key terms used throughout the document and rules of interpretation
4. Company Name and Formation: Official name of the company and declaration of its establishment as a company limited by guarantee
5. Company Objects: Detailed description of the company's purposes and permitted activities
6. Registered Office: Official address and requirements for changing it
7. Guarantee Amount: Specification of the amount each member guarantees to contribute in case of winding up
8. Membership: Classes of membership, admission criteria, rights and obligations of members
9. General Assembly: Procedures for general meetings, voting rights, and decision-making processes
10. Board of Directors: Composition, appointment, removal, powers and duties of the board
11. Company Secretary: Appointment and duties of the company secretary
12. Financial Matters: Financial year, accounts, auditing requirements and financial controls
13. Amendments to Articles: Procedures for modifying the articles of association
14. Dissolution and Liquidation: Procedures for winding up the company and handling of assets
1. Executive Committee: Include when the company needs a smaller committee for day-to-day operations
2. Advisory Board: Include when the company wishes to establish a non-binding advisory body
3. Branch Offices: Include when the company plans to operate multiple locations
4. Specialized Committees: Include when specific oversight committees (e.g., audit, compliance) are needed
5. Electronic Communications: Include provisions for virtual meetings and electronic notices if desired
6. Conflict Resolution: Include specific dispute resolution procedures beyond standard legal remedies
7. Intellectual Property: Include when the company expects to develop or manage significant IP assets
1. Schedule 1: Founding Members: List of founding members with their details and guarantee amounts
2. Schedule 2: Powers of the Board: Detailed list of specific powers granted to the board of directors
3. Schedule 3: Meeting Procedures: Detailed procedures for conducting various types of meetings
4. Schedule 4: Membership Categories: Detailed description of different membership classes if applicable
5. Schedule 5: Company Seal: Design and rules for use of the company seal
6. Appendix A: Form of Membership Application: Standard form for membership applications
7. Appendix B: Proxy Form: Standard form for appointing proxies for meetings
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