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Memorandum And Articles Of Association Of General Trading Company

Memorandum And Articles Of Association Of General Trading Company Template for Saudi Arabia

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Memorandum And Articles Of Association Of General Trading Company

"I need a Memorandum and Articles of Association of General Trading Company for a Saudi-owned company with three local partners, with equal shareholding, to be established in Riyadh by March 2025, focusing on domestic trade of consumer goods."

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Document background
The Memorandum and Articles of Association of General Trading Company is a fundamental document required when establishing a trading company in Saudi Arabia. It serves as the constitutional document that defines the company's legal existence, governance structure, and operational framework. This document is mandatory under Saudi Companies Law 2015 and must be prepared when incorporating a new general trading company or modifying an existing one's structure. It includes essential information such as shareholder details, capital structure, management provisions, and business objectives, all while ensuring compliance with both Saudi commercial regulations and Shariah law principles. The document is particularly crucial as it forms the basis for obtaining necessary licenses and registrations from the Ministry of Commerce and other relevant authorities.
Suggested Sections

1. Parties: Identifies all founding shareholders/partners, including their full names, nationalities, addresses, and identification details as required by Saudi law

2. Background: States the intention to establish a general trading company and operate under Saudi law

3. Definitions: Defines key terms used throughout the document

4. Company Name: Specifies the company's official name in Arabic and English

5. Company Type: Declares the company type as a general trading company

6. Company Objectives: Details the permitted business activities and scope of operations

7. Head Office: States the location of the company's registered office

8. Capital: Specifies the company's capital amount and division of shares/stakes

9. Shares/Stakes: Details the allocation and terms of shares/stakes among partners

10. Management: Outlines the management structure, appointment of managers, and their powers

11. Shareholders Meetings: Procedures for conducting shareholder meetings and decision-making processes

12. Financial Affairs: Covers fiscal year, accounts, auditing, and profit distribution

13. Duration: States the company's duration and renewal terms

14. Dissolution and Liquidation: Procedures for company dissolution and asset distribution

15. Notices: Methods of communication between shareholders and the company

16. Governing Law: Confirms Saudi law as the governing law and jurisdiction

Optional Sections

1. Non-Competition: Restrictions on shareholders engaging in competing businesses, included when partners want to protect company interests

2. Share Transfer Restrictions: Detailed procedures for share transfers, included when partners want specific controls over ownership changes

3. Preemptive Rights: Rights of existing shareholders to purchase new shares, included when protecting against dilution is important

4. Tag-Along Rights: Protection for minority shareholders in case of majority stake sale, included for minority shareholder protection

5. Drag-Along Rights: Rights of majority shareholders to force minority participation in sale, included for exit flexibility

6. Deadlock Resolution: Procedures for resolving management deadlocks, included for companies with equal shareholding

7. Islamic Finance Compliance: Specific provisions ensuring compliance with Islamic finance principles, included when relevant to operations

Suggested Schedules

1. Share Capital Details: Detailed breakdown of share capital allocation and payment status

2. Shareholders Information: Complete details of shareholders including contact information and representatives

3. Business Activities: Comprehensive list of approved business activities with respective ISIC codes

4. Management Structure: Detailed organizational structure and reporting lines

5. Powers of Attorney: Templates or copies of powers of attorney for authorized representatives

6. Initial Board Resolutions: First resolutions passed by the board establishing operational procedures

7. Shareholder Agreements: Any supplementary agreements between shareholders

8. Company Policies: Key internal policies and procedures referenced in the main document

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Articles
Board
Board Members
Business Day
Capital
Chairman
Commercial Registration
Company
Director
Effective Date
Extraordinary General Assembly
Financial Year
General Assembly
General Manager
Gregorian Calendar
Hijri Calendar
Independent Director
Law
Managing Director
Memorandum
Ministry
Ordinary General Assembly
Partners
Register of Commerce
Registered Office
Related Party
SAGIA
Saudi Arabia
Secretary
Shareholder
Shares
Shariah
Special Resolution
Subsidiary
Transfer
Voting Rights
Zakat
Clauses
Incorporation
Company Name and Type
Company Objects
Duration
Share Capital
Share Transfer
Share Certificates
Management Powers
Board Composition
Board Meetings
General Assembly
Voting Rights
Distribution of Profits
Reserve Funds
Financial Statements
Auditor Appointment
Liquidation
Dispute Resolution
Confidentiality
Non-Competition
Notices
Amendment Procedures
Regulatory Compliance
Shariah Compliance
Preemptive Rights
Tag-Along Rights
Drag-Along Rights
Related Party Transactions
Corporate Governance
Exit Provisions
Deadlock Resolution
Capital Increase
Capital Reduction
Shareholder Obligations
Dividend Policy
Books and Records
Company Seal
Power of Attorney
Registered Office
Fiscal Year
Relevant Industries

General Trading

Import/Export

Retail

Wholesale

Distribution

Commercial Services

Consumer Goods

Industrial Products

Raw Materials

Logistics

E-commerce

International Trade

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Board Secretariat

Risk Management

Corporate Affairs

Shareholder Relations

Business Development

Commercial Operations

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Director

Managing Director

Commercial Director

Business Development Manager

Company Registrar

Shareholder Relations Manager

Corporate Governance Officer

Risk Management Officer

Industries
Saudi Companies Law (2015): The primary legislation governing company formation, structure, and operation in Saudi Arabia. It provides the legal framework for establishing companies, including requirements for memorandum and articles of association, capital requirements, and governance structures.
Commercial Law: Regulates commercial activities and transactions in Saudi Arabia, including trading operations, commercial obligations, and business conduct requirements.
Foreign Investment Law: Governs foreign investment in Saudi companies, including ownership restrictions, licensing requirements, and investment regulations that may affect company structure and operations.
Ministry of Commerce Regulations: Specific regulations regarding company registration, licensing, and ongoing compliance requirements for commercial entities in Saudi Arabia.
Anti-Money Laundering Law: Establishes requirements for business transparency, financial reporting, and prevention of money laundering that must be reflected in company documentation.
Shariah Law Principles: Islamic law principles that must be considered in commercial activities and reflected in company documents, particularly regarding permitted business activities and financial arrangements.
Saudi Commercial Register Law: Governs the registration requirements and procedures for commercial entities in the Kingdom, including documentation and renewal requirements.
Saudi Labor Law: Regulates employment relationships and must be considered in company formation documents, particularly regarding management structures and employment policies.
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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