Business Articles of Incorporation are essential founding documents required for establishing any company in Saudi Arabia. They must be prepared and filed when forming a new company or converting an existing business into a formal corporate entity. The document complies with the Saudi Companies Law of 2015 and subsequent amendments, containing crucial information about the company's structure, ownership, management, and operations. Articles of Incorporation serve multiple purposes: they legally establish the company, define relationships between shareholders, set out management structures, and provide a framework for corporate governance. They are filed with the Ministry of Commerce and form part of the public record, making them accessible to stakeholders, potential investors, and regulatory authorities. The document must be drafted in Arabic (with optional English translation) and requires notarization before submission to relevant authorities.
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Business Articles Of Incorporation
"I need Business Articles of Incorporation for a technology startup in Riyadh with 60% Saudi ownership and 40% foreign investment from a US tech company, planning to start operations in March 2025, with specific provisions for intellectual property protection and future investment rounds."
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1. Company Name and Form: Legal name of the company, type of company (LLC, JSC, etc.), and confirmation of Saudi law compliance
2. Company Objects: Detailed description of permitted business activities and scope of operations
3. Principal Office: Location of the company's head office and provisions for establishing branches
4. Duration: Term of the company's existence (usually indefinite unless specified otherwise)
5. Capital Structure: Details of company's capital, number and value of shares, and types of shares if applicable
6. Shareholders: Identity of founding shareholders, their nationalities, and shareholding percentages
7. Share Transfer Restrictions: Rules and procedures governing the transfer of shares and preemptive rights
8. Management Structure: Composition of board/managers, appointment procedures, powers, and limitations
9. Shareholder Meetings: Procedures for conducting general and extraordinary meetings, voting rights, and quorum requirements
10. Financial Year and Accounts: Specification of financial year, accounting requirements, and profit distribution
11. Dissolution and Liquidation: Procedures and circumstances for company dissolution and liquidation process
1. Foreign Investment Provisions: Required when there are foreign shareholders, detailing compliance with SAGIA regulations
2. Shariah Compliance: Required for companies seeking to ensure Islamic law compliance in their operations
3. Reserved Matters: Used when certain decisions require special majority or unanimous approval
4. Tag-Along and Drag-Along Rights: Included for companies anticipating future investment or exit scenarios
5. Intellectual Property Rights: Required for companies with significant IP assets or technology focus
6. Non-Competition and Confidentiality: Used when specific restrictions on shareholders/managers are needed
1. Schedule 1 - Shareholder Details: Detailed information about shareholders including ID numbers, addresses, and contact details
2. Schedule 2 - Share Capital Distribution: Detailed breakdown of share capital allocation and payment status
3. Schedule 3 - Licensed Activities: Complete list of approved business activities with their official classification codes
4. Schedule 4 - Initial Board Members/Managers: Details of initial management team including their powers and terms
5. Appendix A - Shareholders' Resolution: Initial shareholders' resolution approving the Articles of Incorporation
6. Appendix B - Power of Attorney: Authorization for legal representative to complete registration procedures
Authors
Relevant legal definitions
Articles
Board of Directors
Board of Managers
Capital
Commercial Registration
Company
Confidential Information
Control
Director
Extraordinary General Assembly
Financial Year
General Assembly
General Manager
Governmental Authority
Independent Director
Initial Shareholders
Intellectual Property Rights
Law
License
Managing Director
Ministry of Commerce
Ordinary General Assembly
Ordinary Resolution
Parent Company
Principal Office
Related Party
Reserved Matters
SAGIA
Saudi Arabia
Secretary
Share Capital
Shareholder
Shareholders Agreement
Shares
Special Resolution
Subsidiary
Tag-Along Rights
Transfer
Voting Rights
ZATCA
Board of Directors
Board of Managers
Capital
Commercial Registration
Company
Confidential Information
Control
Director
Extraordinary General Assembly
Financial Year
General Assembly
General Manager
Governmental Authority
Independent Director
Initial Shareholders
Intellectual Property Rights
Law
License
Managing Director
Ministry of Commerce
Ordinary General Assembly
Ordinary Resolution
Parent Company
Principal Office
Related Party
Reserved Matters
SAGIA
Saudi Arabia
Secretary
Share Capital
Shareholder
Shareholders Agreement
Shares
Special Resolution
Subsidiary
Tag-Along Rights
Transfer
Voting Rights
ZATCA
Clauses
Company Name and Legal Form
Company Objects
Principal Office
Company Duration
Capital and Shares
Share Transfer Restrictions
Management Structure
Powers of Management
General Assembly Meetings
Shareholder Rights
Voting Rights
Reserved Matters
Board Meetings
Financial Matters
Dividend Distribution
Statutory Reserve
Voluntary Reserve
Accounts and Auditing
Company Seal
Confidentiality
Non-Competition
Dissolution and Liquidation
Dispute Resolution
Notices
Governing Law
Amendment Procedures
Share Valuation
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Related Party Transactions
Corporate Governance
Regulatory Compliance
Shariah Compliance
Foreign Investment Provisions
Intellectual Property
Company Objects
Principal Office
Company Duration
Capital and Shares
Share Transfer Restrictions
Management Structure
Powers of Management
General Assembly Meetings
Shareholder Rights
Voting Rights
Reserved Matters
Board Meetings
Financial Matters
Dividend Distribution
Statutory Reserve
Voluntary Reserve
Accounts and Auditing
Company Seal
Confidentiality
Non-Competition
Dissolution and Liquidation
Dispute Resolution
Notices
Governing Law
Amendment Procedures
Share Valuation
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Related Party Transactions
Corporate Governance
Regulatory Compliance
Shariah Compliance
Foreign Investment Provisions
Intellectual Property
Relevant Industries
Manufacturing
Technology
Retail
Professional Services
Construction
Healthcare
Financial Services
Education
Transportation
Real Estate
Energy
Telecommunications
Hospitality
Agriculture
Mining
Relevant Teams
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Corporate Affairs
Risk Management
Investment
Business Development
Administration
Relevant Roles
CEO
Company Director
Legal Counsel
Corporate Secretary
Chief Financial Officer
Compliance Officer
Business Development Manager
Managing Director
Board Member
General Counsel
Corporate Governance Officer
Shareholder Relations Manager
Risk Management Officer
Investment Manager
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