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Certificate Articles Of Incorporation Template for Saudi Arabia

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Key Requirements PROMPT example:

Certificate Articles Of Incorporation

"I need to draft Certificate Articles of Incorporation for a new Saudi technology startup with three founding shareholders, planning to launch in March 2025, with initial capital of 500,000 SAR and potential foreign investment provisions."

Document background
The Certificate Articles of Incorporation is a mandatory legal document required for establishing any company in Saudi Arabia. It must be prepared in accordance with the Saudi Companies Law of 2015 (as amended) and related regulations, including recent reforms under Vision 2030. This document is essential when incorporating a new company, converting an existing business into a different corporate form, or modifying the fundamental structure of an existing company. The Articles contain crucial information about the company's identity, including its objectives, capital structure, management framework, and shareholder rights. It must be submitted to and approved by the Ministry of Commerce and other relevant authorities, depending on the business sector and type of company. The document serves as the company's constitution and is frequently referenced for corporate governance matters, shareholder disputes, and regulatory compliance. Recent regulatory changes have streamlined the incorporation process while maintaining strict requirements for content and authentication.
Suggested Sections

1. Article 1: Company Name and Form: Specifies the company's legal name and type of legal entity (e.g., LLC, Joint Stock Company)

2. Article 2: Company's Objectives: Details the permitted business activities and scope of operations

3. Article 3: Company's Head Office: States the location of the company's headquarters and provisions for branches

4. Article 4: Duration: Specifies the company's term of existence (definite or indefinite)

5. Article 5: Capital and Shares: Details the company's capital structure, share values, and distribution

6. Article 6: Shareholders: Lists the founding shareholders and their respective shareholdings

7. Article 7: Management Structure: Defines the management framework, board composition, and authority

8. Article 8: Shareholder Meetings: Establishes procedures for general and extraordinary meetings

9. Article 9: Financial Affairs: Covers fiscal year, accounts, auditing, and profit distribution

10. Article 10: Dissolution and Liquidation: Provides procedures for company dissolution and asset distribution

Optional Sections

1. Preemptive Rights: Details shareholders' rights in new share issuances, used when shareholders want additional protection

2. Share Transfer Restrictions: Specifies limitations on share transfers, important for closely-held companies

3. Tag-Along Rights: Protects minority shareholders in case of majority stake sale

4. Drag-Along Rights: Enables majority shareholders to force minority participation in company sale

5. Dispute Resolution: Specifies arbitration or other dispute resolution mechanisms

6. Executive Committee: Establishes committee structure for larger companies

7. Shareholder Reserved Matters: Lists decisions requiring special shareholder approval

8. Islamic Finance Compliance: Required for companies seeking Shariah compliance

Suggested Schedules

1. Schedule 1: Shareholder Information: Detailed information about shareholders including ID numbers and contact details

2. Schedule 2: Share Capital Distribution: Detailed breakdown of share allocation and capital contributions

3. Schedule 3: Business Activities: Comprehensive list of licensed business activities as per ISIC codes

4. Schedule 4: Board Members: Details of initial board members including their qualifications and powers

5. Schedule 5: Special Resolutions: List of matters requiring special resolution

6. Appendix A: Shareholders' Agreement Summary: Key terms from any separate shareholders' agreement

7. Appendix B: Power of Attorney Templates: Standard forms for delegation of authority

8. Appendix C: Corporate Governance Framework: Detailed governance procedures and policies

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

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Relevant Industries

Manufacturing

Trading

Professional Services

Technology

Real Estate

Healthcare

Education

Financial Services

Construction

Retail

Hospitality

Transportation

Energy

Mining

Agriculture

Telecommunications

Relevant Teams

Legal

Compliance

Corporate Governance

Finance

Board Secretariat

Risk Management

Corporate Affairs

Shareholder Relations

Investment

Business Development

Relevant Roles

Chief Executive Officer

Managing Director

Chief Legal Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Director

Company Registrar

Corporate Governance Officer

Risk Manager

Business Development Manager

Shareholder Relations Manager

Investment Manager

General Counsel

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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