The Memorandum of Association For Private Limited Company is a mandatory legal document required for establishing a limited liability company in Saudi Arabia. It must be prepared in accordance with the Saudi Companies Law of 2015 and related regulations, including Ministry of Commerce requirements and Shariah principles. This document is used when founders wish to establish a private limited company, whether with purely local ownership or foreign participation (subject to foreign investment regulations). It contains crucial information about the company's structure, including shareholder details, capital amounts, management provisions, profit distribution mechanisms, and business activities. The memorandum must be executed in Arabic (with optional English translation) and requires notarization by authorized authorities in Saudi Arabia. This document forms the backbone of the company's legal existence and governs relationships between shareholders.
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1. Parties: Details of all founding shareholders, including full names, nationalities, addresses, and identification documents
2. Background: Brief context about the formation of the company and the shareholders' intention to establish it
3. Definitions: Key terms used throughout the document and their meanings
4. Company Name and Form: The official company name in Arabic and English, and confirmation of its form as a limited liability company
5. Company Objects: Detailed description of all business activities the company will engage in
6. Head Office: Location of the company's registered office and provisions for establishing branches
7. Duration: Term of the company's existence (typically indefinite under current law)
8. Capital and Shares: Details of the company's capital, division of shares, and value per share
9. Share Transfer Restrictions: Rules and procedures governing the transfer of shares between partners or to third parties
10. Management Structure: Appointment of managers, their powers, limitations, and decision-making procedures
11. Shareholders Meetings: Procedures for convening and conducting shareholder meetings, voting rights, and quorum requirements
12. Financial Affairs: Financial year, accounts, auditing requirements, and distribution of profits
13. Dissolution and Liquidation: Circumstances and procedures for company dissolution and liquidation
14. Notices: Methods and requirements for official communications between the company and shareholders
15. Governing Law: Confirmation of Saudi law application and jurisdiction
1. Foreign Investment Provisions: Required when there are foreign shareholders, including specific SAGIA license requirements and compliance obligations
2. Preemptive Rights: Detailed procedures for existing shareholders' rights to purchase new shares, used when shareholders want enhanced protection
3. Tag-Along and Drag-Along Rights: Special provisions for share transfers in case of major ownership changes, typically used in larger or more sophisticated structures
4. Non-Competition: Restrictions on shareholders engaging in competing businesses, used when there are specific competitive concerns
5. Shariah Compliance: Specific provisions ensuring company activities comply with Islamic law, required for certain business types
6. Reserved Matters: List of decisions requiring special majority or unanimous approval, used in companies with complex governance needs
1. Schedule 1 - Shareholder Information: Detailed information about shareholders including share quantities and percentages
2. Schedule 2 - Capital Contributions: Breakdown of how each shareholder's capital contribution is made (cash or in-kind)
3. Schedule 3 - Licensed Activities: Comprehensive list of approved business activities with their official classification codes
4. Schedule 4 - Manager Powers: Detailed list of powers granted to managers and any limitations
5. Appendix A - Shareholders' Resolution: Initial shareholders' resolution appointing managers and other key decisions
6. Appendix B - Company's Articles of Association: Detailed internal regulations of the company, if separate from main memorandum
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