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Company Limited By Guarantee Memorandum Of Association
"I need a Company Limited by Guarantee Memorandum of Association for a professional engineering association in Riyadh, with a guarantee amount of SAR 100,000 per member, to be established by March 2025, including provisions for professional certification committees and online voting capabilities."
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
Authors
Board of Directors
Chairman
Company
Companies Law
Corporate Governance Regulations
Director
Financial Year
General Assembly
Guarantee Amount
Guarantor
Kingdom
Member
Memorandum of Association
Ministry
Objects
Ordinary Resolution
Person
Register of Members
Registered Office
Regulatory Authority
Secretary
Special Resolution
Shariah
Shariah Committee
Supervisory Authority
Terms of Reference
Writing
Zakat
Business Day
Electronic Communication
Founding Member
Initial Directors
Member Representative
Official Gazette
Proxy
Quorum
Related Party
Seal
Voting Rights
Objects and Powers
Registered Office
Duration
Membership
Guarantee Amount
Admission of Members
Cessation of Membership
General Assembly Powers
General Assembly Meetings
Voting Rights
Board Composition
Board Powers
Board Meetings
Chairman Appointment
Director Qualifications
Director Removal
Financial Records
Auditor Appointment
Reserve Funds
Zakat and Tax
Shariah Compliance
Amendments
Dispute Resolution
Dissolution
Winding Up
Notices
Regulatory Compliance
Member Register
Committees
Secretary Appointment
Electronic Communications
Branch Offices
Fiscal Year
Annual Reports
Confidentiality
Conflicts of Interest
Internal Regulations
Member Liability
Asset Distribution
Non-Profit Organizations
Education
Healthcare
Professional Associations
Charitable Organizations
Cultural Institutions
Sports Clubs
Research Institutions
Religious Organizations
Community Services
Environmental Conservation
Legal
Corporate Governance
Compliance
Finance
Administration
Board Secretariat
Risk Management
Corporate Affairs
Operations
Member Services
Chief Executive Officer
Legal Counsel
Company Secretary
Board Director
Compliance Officer
Corporate Governance Manager
Risk Manager
Chief Financial Officer
Board Chairman
Administrative Director
Operations Manager
Membership Manager
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