Entrenched Articles of Association are utilized in Saudi Arabia when shareholders seek to establish enhanced protection for certain fundamental aspects of their company's governance structure. This document type is particularly relevant for joint ventures, family businesses, and companies with significant minority shareholders who require additional safeguards. The document must comply with the Saudi Companies Law 2015 and related regulations, including requirements for dual language (Arabic and English) preparation. It contains standard corporate governance provisions along with specially designated entrenched articles that require a higher voting threshold (often unanimity) for amendment. The document typically includes detailed provisions on share transfer restrictions, management structure, shareholder rights, and corporate governance procedures, with specific emphasis on protecting key provisions from easy modification.
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1. Introduction and Company Details: Company name in Arabic and English, company type, registered office, and duration
2. Objects of the Company: Detailed description of permitted business activities and scope of operations
3. Capital and Shares: Share capital amount, number and classes of shares, nominal value, and subscription details
4. Share Transfer Restrictions: Procedures and restrictions for transferring shares, including pre-emptive rights
5. Management Structure: Board composition, appointment mechanism, powers, and responsibilities
6. Shareholders Meetings: Types of meetings, notice requirements, quorum, voting rights and procedures
7. Entrenched Provisions: Specific articles requiring special majority or unanimous consent for amendment
8. Financial Affairs: Financial year, accounts, auditing requirements, and distribution of profits
9. Dissolution and Liquidation: Procedures and circumstances for company dissolution and liquidation process
1. Shareholder Reserved Matters: List of decisions requiring special shareholder approval, used when shareholders want additional control over management decisions
2. Tag-Along and Drag-Along Rights: Special share transfer provisions, included when shareholders want additional exit protections
3. Share Valuation Mechanisms: Detailed procedures for share valuation, included when shareholders want a predetermined method for share pricing
4. Dispute Resolution: Specific procedures for resolving shareholder disputes, recommended for companies with multiple shareholders
5. Non-Competition Provisions: Restrictions on shareholders' competing activities, useful for closely-held companies
6. Deadlock Resolution: Procedures for resolving management deadlocks, important for companies with equal shareholding
1. Schedule 1 - Shareholders and Shareholding Details: Complete list of shareholders with their respective shareholdings and contact information
2. Schedule 2 - Reserved Matters: Detailed list of matters requiring special approval
3. Schedule 3 - Board Governance Procedures: Detailed procedures for board meetings and decision-making
4. Schedule 4 - Share Transfer Procedures: Detailed procedures and forms for share transfers
5. Schedule 5 - Company's Objects in Detail: Comprehensive list of business activities approved by Ministry of Commerce
6. Appendix A - Form of Share Certificate: Template for company share certificates
7. Appendix B - Shareholders' Resolution Templates: Standard templates for various types of shareholders' resolutions
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