The Bound Memorandum & Articles of Association is a crucial document required for company formation in Saudi Arabia, serving as the primary constitutional document that governs the relationship between shareholders and establishes the company's operational framework. It must be prepared in accordance with the Saudi Companies Law of 2015 and related regulations, including Ministry of Commerce requirements and Shariah principles. This document is mandatory for all company formations in Saudi Arabia and must be executed before a notary public. It contains essential information about the company's capital structure, management framework, shareholder rights and obligations, and governance procedures. The document requires careful consideration of both mandatory legal requirements and optional provisions that can be included to address specific business needs while ensuring compliance with Saudi law.
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1. Parties: Details of the founding shareholders/partners, including their full names, nationalities, addresses, and identification details as per Saudi requirements
2. Background: Context of the company formation and brief description of the business purpose
3. Definitions: Key terms used throughout the document, including statutory references and company-specific terminology
4. Company Name and Type: Official company name in Arabic and English, and the type of company (e.g., LLC, Joint Stock Company)
5. Company Objectives: Detailed description of permitted business activities aligned with Ministry of Commerce classifications
6. Head Office: Location of the company's head office and provisions for establishing branches
7. Duration: Term of the company's existence and conditions for extension
8. Capital and Shares: Company's capital structure, share values, and distribution among shareholders
9. Share Transfer Provisions: Rules and procedures governing the transfer of shares, including pre-emptive rights
10. Management Structure: Governance framework, including appointment of managers/board members and their powers
11. Shareholder Meetings: Procedures for conducting general and extraordinary meetings, voting rights, and quorum requirements
12. Financial Affairs: Financial year, accounting records, distribution of profits and losses
13. Dissolution and Liquidation: Circumstances and procedures for company dissolution and liquidation
14. Notices: Methods and requirements for official communications between the company and shareholders
15. Governing Law: Confirmation of Saudi law application and dispute resolution mechanisms
1. Tag Along Rights: Used when shareholders want protection to sell their shares on same terms as majority shareholders
2. Drag Along Rights: Include when majority shareholders want the right to force minority shareholders to join in the sale of the company
3. Non-Competition Provisions: Added when restrictions on shareholders' involvement in competing businesses are required
4. Shariah Compliance: Detailed section on Islamic law compliance when the company operates in specific sectors
5. Foreign Investment Provisions: Required when foreign shareholders are involved, detailing compliance with SAGIA regulations
6. Reserved Matters: List of decisions requiring special majority or unanimous approval, used for enhanced minority protection
7. Deadlock Resolution: Include when equal shareholding exists to address potential decision-making impasses
1. Share Capital Structure: Detailed breakdown of shareholding, including share classes and rights
2. Shareholder Details: Complete information about shareholders including contact details and representatives
3. Business Plan: Initial business plan and capital expenditure requirements
4. Management Structure Chart: Organizational structure and reporting lines
5. Powers of Attorney: Standard forms of power of attorney for company representatives
6. Key Contracts: List of material contracts and agreements
7. Intellectual Property Rights: Schedule of owned and licensed intellectual property
8. Property Details: List of owned or leased properties and related rights
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