A Memorandum of Incorporation is a mandatory legal document required when establishing any company in Saudi Arabia. This document is prepared in accordance with the Saudi Companies Law 2015 and must be submitted to the Ministry of Commerce as part of the company formation process. It contains critical information about the company's structure, including details of founding shareholders, capital requirements, management framework, and operational procedures. The document must comply with both Shariah principles and Saudi regulations, and typically requires review by legal counsel and authentication by relevant authorities. Once approved, it serves as the company's primary constitutional document and governs the relationship between shareholders, defines management responsibilities, and establishes the framework for corporate governance.
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1. Introduction and Company Name: States the company name in Arabic and English, type of company (LLC, JSC, etc.), and establishes the document as a Memorandum of Incorporation
2. Founding Shareholders: Details of all founding shareholders including names, nationalities, addresses, ID/CR numbers, and their respective shareholdings
3. Definitions and Interpretation: Key terms used throughout the document and rules of interpretation
4. Company Formation: Declaration of company formation, type, and purpose of establishment
5. Company Objectives: Detailed list of business activities the company is authorized to conduct
6. Head Office: Location of the company's head office and provisions for branches
7. Duration: Term of the company's existence
8. Capital and Shares: Details of company capital, number of shares, value per share, and share classes if applicable
9. Share Transfer Restrictions: Rules and procedures for transferring shares, including pre-emptive rights
10. Management Structure: Governance structure, appointment of managers/board members, powers and limitations
11. Shareholders Meetings: Procedures for 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
1. Share Pledge Provisions: Include when shareholders may need to pledge their shares as security
2. Tag-Along Rights: Include for companies with minority shareholders requiring protection
3. Drag-Along Rights: Include when majority shareholders may need to force minority shareholders to join in sale
4. Executive Committee: Include for larger companies requiring an executive committee structure
5. Shariah Compliance: Detailed section on Shariah compliance requirements if company engages in financial services
6. Foreign Ownership Provisions: Include when company has or may have foreign shareholders
7. Reserved Matters: Include when certain decisions require special majority or unanimous approval
8. Deadlock Resolution: Include when company has equal shareholders to address potential deadlock situations
1. Shareholders Details: Detailed information about shareholders including contact details and shareholding percentages
2. Share Capital Structure: Breakdown of share classes, rights, and distribution
3. Business Activities: Detailed list of licensed business activities with their respective ISIC codes
4. Management Powers: Detailed list of powers granted to managers/board members
5. Articles of Association: Detailed internal regulations of the company (if separate from main document)
6. Shareholder Resolution: Initial shareholder resolutions appointing management and auditors
7. Key Contracts: List of material contracts the company will enter into upon incorporation
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