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Company Contract Agreement
"I need a Company Contract Agreement under Saudi law for a joint venture between a local Saudi manufacturing company and a foreign technology company, with specific provisions for intellectual property protection and technology transfer, planned to commence operations in March 2025."
1. Parties: Identification of all contracting parties, including full legal names, commercial registration numbers, and authorized representatives
2. Background: Context of the agreement, including the purpose of forming the company and brief description of each party's role
3. Definitions: Detailed definitions of terms used throughout the agreement to ensure clarity and prevent misinterpretation
4. Company Formation: Details of the company's legal form, name, and registration requirements under Saudi law
5. Business Purpose: Specific description of permitted business activities aligned with Saudi commercial regulations
6. Capital and Shares: Details of company capital, share distribution, and payment terms in accordance with Saudi Companies Law
7. Management Structure: Governance framework, appointment of managers/board, and decision-making processes
8. Shareholders' Rights and Obligations: Detailed rights, responsibilities, and obligations of shareholders
9. General Assembly: Procedures for shareholder meetings, voting rights, and quorum requirements
10. Financial Matters: Financial management, accounting practices, and profit distribution policies
11. Transfer of Shares: Procedures and restrictions for share transfers, including pre-emptive rights
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Confidentiality: Protection of company and shareholder confidential information
14. Dispute Resolution: Mechanisms for resolving disputes, including reference to Saudi courts or arbitration
15. Governing Law: Explicit statement of Saudi law as governing law and Sharia compliance
1. Foreign Investment Provisions: Required when any shareholder is non-Saudi, addressing SAGIA requirements and foreign investment regulations
2. Intellectual Property Rights: Needed when the company will develop or use significant IP assets
3. Non-Competition: Include when shareholders or key personnel should be restricted from competing activities
4. Tag-Along Rights: Optional protection for minority shareholders in case of majority share sale
5. Drag-Along Rights: Optional provision allowing majority shareholders to force minority participation in a sale
6. Dead-Lock Resolution: Important for 50-50 joint ventures or where major decisions require unanimous consent
7. Put and Call Options: Include when shareholders want pre-agreed exit mechanisms
8. Employee Share Scheme: Required if the company plans to offer shares to employees
9. Shariah Compliance Committee: Needed for companies requiring ongoing Shariah compliance monitoring
1. Schedule 1: Shareholder Information: Detailed information about each shareholder, including contact details and shareholding percentages
2. Schedule 2: Business Plan: Initial business plan and strategic objectives of the company
3. Schedule 3: Capital Contributions: Detailed breakdown of initial capital contributions and payment schedule
4. Schedule 4: Reserved Matters: List of decisions requiring special majority or unanimous approval
5. Schedule 5: Key Management Positions: Description of key management roles and initial appointees
6. Appendix A: Articles of Association: Full text of the company's Articles of Association conforming to Saudi Companies Law
7. Appendix B: Shareholders' Resolution: Initial shareholders' resolutions required for company formation
8. Appendix C: Required Licenses: List of necessary permits and licenses for company operations
Authors
Articles of Association
Board
Board Resolution
Business Day
Business Plan
Capital
Chairman
Commercial Registration
Company
Confidential Information
Control
Effective Date
Encumbrance
Event of Default
Exercise Notice
Fair Market Value
Financial Year
General Assembly
Governmental Authority
Initial Business Plan
Intellectual Property Rights
Investment License
Management
Managing Director
Material Adverse Effect
Ministry of Commerce
Ordinary Resolution
Parties
Registered Office
Related Party
Reserved Matters
SAGIA
Saudi Arabia
Shareholder
Shareholder Loan
Shares
Share Capital
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Transfer Notice
Zakat
Sharia Compliant
Voting Rights
Working Day
Board Committee
Distributable Profits
Exit Event
Force Majeure
Good Faith
Intellectual Property
Key Personnel
Majority Shareholders
Minority Shareholders
Quarter
Regulatory Approvals
Territory
Company Formation
Business Purpose
Capital Structure
Share Allocation
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Management Powers
Board Composition
Board Meetings
Shareholder Meetings
Voting Rights
Reserved Matters
Financial Management
Dividend Policy
Accounting Records
Regulatory Compliance
Foreign Investment Provisions
Shariah Compliance
Confidentiality
Non-Competition
Intellectual Property
Employment Matters
Related Party Transactions
Deadlock Resolution
Put and Call Options
Default Events
Termination Rights
Exit Provisions
Force Majeure
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Entire Agreement
Amendments
Third Party Rights
Costs and Expenses
Anti-Corruption
Data Protection
Insurance
Environmental Compliance
Corporate Social Responsibility
Representations and Warranties
Manufacturing
Technology
Real Estate
Healthcare
Financial Services
Retail
Construction
Energy
Telecommunications
Professional Services
Hospitality
Education
Transportation and Logistics
Mining and Materials
Agriculture
Entertainment
Legal
Corporate Governance
Compliance
Finance
Executive Leadership
Board Secretariat
Risk Management
Corporate Affairs
Investment
Business Development
Shareholder Relations
Regulatory Affairs
Chief Executive Officer
Chief Legal Officer
Legal Director
Corporate Secretary
Managing Director
Board Members
Compliance Officer
Chief Financial Officer
Investment Manager
Business Development Director
Corporate Governance Officer
Shareholders
General Counsel
Company Registrar
Risk Management Officer
Legal Counsel
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