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Bound Memorandum & Articles Of Association Template for Saudi Arabia

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Key Requirements PROMPT example:

Bound Memorandum & Articles Of Association

"I need a Bound Memorandum & Articles of Association for a Saudi-based technology company with three international shareholders (UK, UAE, and US) to be established in March 2025, with specific provisions for technology licensing and IP protection."

Document background
The Bound Memorandum & Articles of Association is a crucial document required for company formation in Saudi Arabia, serving as the primary constitutional document that governs the relationship between shareholders and establishes the company's operational framework. 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 mandatory for all company formations in Saudi Arabia and must be executed before a notary public. It contains essential information about the company's capital structure, management framework, shareholder rights and obligations, and governance procedures. The document requires careful consideration of both mandatory legal requirements and optional provisions that can be included to address specific business needs while ensuring compliance with Saudi law.
Suggested Sections

1. Parties: Details of the founding shareholders/partners, including their full names, nationalities, addresses, and identification details as per Saudi requirements

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

3. Definitions: Key terms used throughout the document, including statutory references and company-specific terminology

4. Company Name and Type: Official company name in Arabic and English, and the type of company (e.g., LLC, Joint Stock Company)

5. Company Objectives: Detailed description of permitted business activities aligned with Ministry of Commerce classifications

6. Head Office: Location of the company's head office and provisions for establishing branches

7. Duration: Term of the company's existence and conditions for extension

8. Capital and Shares: Company's capital structure, share values, and distribution among shareholders

9. Share Transfer Provisions: Rules and procedures governing the transfer of shares, including pre-emptive rights

10. Management Structure: Governance framework, including appointment of managers/board members and their powers

11. Shareholder Meetings: Procedures for conducting general and extraordinary meetings, voting rights, and quorum requirements

12. Financial Affairs: Financial year, accounting records, distribution of profits and losses

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 dispute resolution mechanisms

Optional Sections

1. Tag Along Rights: Used when shareholders want protection to sell their shares on same terms as majority shareholders

2. Drag Along Rights: Include when majority shareholders want the right to force minority shareholders to join in the sale of the company

3. Non-Competition Provisions: Added when restrictions on shareholders' involvement in competing businesses are required

4. Shariah Compliance: Detailed section on Islamic law compliance when the company operates in specific sectors

5. Foreign Investment Provisions: Required when foreign shareholders are involved, detailing compliance with SAGIA regulations

6. Reserved Matters: List of decisions requiring special majority or unanimous approval, used for enhanced minority protection

7. Deadlock Resolution: Include when equal shareholding exists to address potential decision-making impasses

Suggested Schedules

1. Share Capital Structure: Detailed breakdown of shareholding, including share classes and rights

2. Shareholder Details: Complete information about shareholders including contact details and representatives

3. Business Plan: Initial business plan and capital expenditure requirements

4. Management Structure Chart: Organizational structure and reporting lines

5. Powers of Attorney: Standard forms of power of attorney for company representatives

6. Key Contracts: List of material contracts and agreements

7. Intellectual Property Rights: Schedule of owned and licensed intellectual property

8. Property Details: List of owned or leased properties and related rights

Authors

Alex Denne

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

Relevant legal definitions















































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Relevant Industries

Manufacturing

Technology

Healthcare

Real Estate

Financial Services

Retail

Professional Services

Construction

Energy

Telecommunications

Education

Transportation

Hospitality

Mining

Agriculture

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board of Directors

Executive Leadership

Risk Management

Finance

Corporate Affairs

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Company Secretary

Corporate Lawyer

Legal Director

Compliance Officer

Board Director

Managing Director

Chief Financial Officer

Corporate Governance Officer

Risk Manager

Business Development Director

Investment Manager

Shareholder Relations Manager

Corporate Affairs Manager

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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