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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 intended purpose
3. Definitions: Key terms used throughout the memorandum
4. Company Name and Type: Official name of the company and specification as a company limited by guarantee
5. Objects of the Company: Detailed description of the company's permitted activities and purposes
6. Registered Office: Official address and location of the company
7. Guarantee Amount: Specification of the amount each member undertakes to contribute in the event of winding up
8. Membership: Rules regarding membership qualification, admission, and termination
9. General Assembly: Procedures for general meetings, voting rights, and decision-making
10. Board of Directors: Composition, appointment, removal, and powers of the board
11. Financial Affairs: Financial year, accounts, auditing, and record-keeping requirements
12. Amendments to Memorandum: Procedures for modifying the memorandum
13. Dissolution and Liquidation: Procedures for winding up the company
1. Zakat and Tax Provisions: Specific arrangements for handling Zakat and tax obligations, included when specific tax structuring is required
2. Shariah Compliance: Specific provisions ensuring compliance with Islamic law, included when the company operates in sectors requiring explicit Shariah compliance
3. Committee Structure: Framework for specialized committees (e.g., audit, compliance), included for larger organizations or those with specific regulatory requirements
4. Dispute Resolution: Specific procedures for handling internal disputes, included when standard court procedures are not preferred
5. Branch Offices: Provisions for establishing and managing branch offices, included when company plans geographic expansion
6. Electronic Communications: Provisions for electronic meetings and communications, included when modern communication methods are preferred
1. Schedule 1: Initial Members: List of founding members with their details and guarantee amounts
2. Schedule 2: Initial Directors: Details of the first board of directors
3. Schedule 3: Powers of Directors: Detailed list of board powers and limitations
4. Schedule 4: Meeting Procedures: Detailed procedures for conducting general assembly and board meetings
5. Schedule 5: Company Activities: Detailed list of approved business activities aligned with Saudi licensing requirements
6. Appendix A: Form of Membership Application: Standard form for new membership applications
7. Appendix B: Proxy Form: Standard form for appointing proxies for general assembly meetings
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