Limited Company Partnership Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Limited Company Partnership Agreement

"I need a Limited Company Partnership Agreement for a Saudi-Japanese joint venture in the renewable energy sector, with a 70-30 ownership split, where the Saudi partner will maintain management control while the Japanese partner provides technical expertise and capital investment of 5 million SAR."

Document background
The Limited Company Partnership Agreement is a fundamental document used when establishing a Limited Liability Company (LLC) in Saudi Arabia. This agreement is essential for businesses seeking to operate under Saudi Arabian law while maintaining the benefits of limited liability protection. It becomes necessary when two or more partners (whether individuals or corporate entities) wish to form an LLC, particularly when there's a mix of Saudi and foreign ownership, or when specific capital and management structures need to be formally documented. The document must comply with the Saudi Companies Law 2015 and related regulations, including minimum capital requirements and Saudization policies. It's particularly relevant in cases where partners need to clearly define their rights, responsibilities, profit-sharing arrangements, and management roles while ensuring alignment with both local legal requirements and Shariah principles.
Suggested Sections

1. Parties: Identification of all partners, including full legal names, addresses, and nationality

2. Background: Context of the partnership formation and brief description of the business purpose

3. Definitions: Definitions of key terms used throughout the agreement

4. Company Formation: Details of company establishment, legal form, and registration requirements

5. Business Purpose: Detailed description of the company's authorized business activities

6. Capital and Shares: Capital structure, share distribution, and payment terms

7. Management Structure: Appointment of managers, powers, and decision-making processes

8. Partners' Rights and Obligations: Detailed rights and responsibilities of all partners

9. General Assembly Meetings: Procedures for conducting partner meetings and voting requirements

10. Financial Matters: Financial management, profit distribution, and loss allocation

11. Transfer of Shares: Rules and restrictions regarding share transfers

12. Term and Termination: Duration of partnership and conditions for termination

13. Governing Law and Jurisdiction: Confirmation of Saudi law application and dispute resolution mechanisms

14. Confidentiality: Protection of company and partner confidential information

15. Notices: Communication procedures between partners and the company

Optional Sections

1. Non-Competition: Restrictions on partners engaging in competing businesses

2. Intellectual Property Rights: Include when company owns or develops significant IP

3. Employee Matters: Include when specific employment policies or Saudization requirements need addressing

4. Islamic Finance Compliance: Include when company engages in financial activities requiring Shariah compliance

5. Future Funding: Include when anticipating future capital increases or external investment

6. Tag-Along and Drag-Along Rights: Include for larger partnerships with potential exit strategies

7. Dead-Lock Resolution: Include when equal partnership exists to resolve management deadlocks

8. Branch Offices: Include when company plans to establish multiple locations

Suggested Schedules

1. Schedule 1 - Initial Capital Contributions: Detailed breakdown of each partner's capital contribution

2. Schedule 2 - Share Distribution: Complete share allocation table with percentage ownership

3. Schedule 3 - Business Plan: Initial business plan and projected financials

4. Schedule 4 - Management Structure Chart: Organizational structure and reporting lines

5. Schedule 5 - Authorized Signatories: List of authorized signatories and their powers

6. Schedule 6 - Reserved Matters: Decisions requiring special approval or unanimous consent

7. Appendix A - Articles of Association: Official Arabic Articles of Association

8. Appendix B - Partner Information: Copies of partners' IDs and corporate documents

9. Appendix C - Commercial Registration: Copy of commercial registration certificate

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Trading

Professional Services

Technology

Real Estate

Construction

Healthcare

Education

Retail

Hospitality

Consulting

Logistics

Energy

Financial Services

Agriculture

Relevant Teams

Legal

Corporate Governance

Finance

Compliance

Business Development

Operations

Risk Management

Executive Management

Administrative

Company Secretariat

Investment

Strategy

Commercial

Relevant Roles

Chief Executive Officer

Managing Director

Legal Counsel

Company Secretary

Chief Financial Officer

Business Development Manager

Operations Director

Compliance Officer

Partner

Board Member

General Counsel

Investment Manager

Corporate Lawyer

Finance Director

Commercial Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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