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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."
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
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
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
Manufacturing
Trading
Professional Services
Technology
Real Estate
Healthcare
Education
Financial Services
Construction
Retail
Hospitality
Transportation
Energy
Mining
Agriculture
Telecommunications
Legal
Compliance
Corporate Governance
Finance
Board Secretariat
Risk Management
Corporate Affairs
Shareholder Relations
Investment
Business Development
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
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