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Company Limited By Guarantee Memorandum Of Association Template for Saudi Arabia

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Key Requirements PROMPT example:

Company Limited By Guarantee Memorandum Of Association

"I need a Company Limited by Guarantee Memorandum of Association for a professional engineering association in Riyadh, with a guarantee amount of SAR 100,000 per member, to be established by March 2025, including provisions for professional certification committees and online voting capabilities."

Document background
The Company Limited by Guarantee Memorandum of Association is a crucial document required when establishing an organization in Saudi Arabia where members wish to limit their liability to a predetermined guarantee amount rather than holding shares. This structure is commonly used for non-profit organizations, professional bodies, and charitable institutions operating under Saudi jurisdiction. The document must comply with the Saudi Companies Law 2015 and includes essential information about the company's formation, objectives, governance structure, membership rules, and financial arrangements. It serves as the constitutional document of the organization, defining the relationship between members and the company, and establishing the framework for its operations. The memorandum must be authenticated by appropriate authorities and registered with the Ministry of Commerce, ensuring compliance with both regulatory requirements and Shariah principles.
Suggested Sections

1. Parties: Details of the founding members/guarantors establishing the company

2. Background: Context of the company's formation and its intended purpose

3. Definitions: Key terms used throughout the memorandum

4. Company Name and Type: Official name of the company and specification as a company limited by guarantee

5. Objects of the Company: Detailed description of the company's permitted activities and purposes

6. Registered Office: Official address and location of the company

7. Guarantee Amount: Specification of the amount each member undertakes to contribute in the event of winding up

8. Membership: Rules regarding membership qualification, admission, and termination

9. General Assembly: Procedures for general meetings, voting rights, and decision-making

10. Board of Directors: Composition, appointment, removal, and powers of the board

11. Financial Affairs: Financial year, accounts, auditing, and record-keeping requirements

12. Amendments to Memorandum: Procedures for modifying the memorandum

13. Dissolution and Liquidation: Procedures for winding up the company

Optional Sections

1. Zakat and Tax Provisions: Specific arrangements for handling Zakat and tax obligations, included when specific tax structuring is required

2. Shariah Compliance: Specific provisions ensuring compliance with Islamic law, included when the company operates in sectors requiring explicit Shariah compliance

3. Committee Structure: Framework for specialized committees (e.g., audit, compliance), included for larger organizations or those with specific regulatory requirements

4. Dispute Resolution: Specific procedures for handling internal disputes, included when standard court procedures are not preferred

5. Branch Offices: Provisions for establishing and managing branch offices, included when company plans geographic expansion

6. Electronic Communications: Provisions for electronic meetings and communications, included when modern communication methods are preferred

Suggested Schedules

1. Schedule 1: Initial Members: List of founding members with their details and guarantee amounts

2. Schedule 2: Initial Directors: Details of the first board of directors

3. Schedule 3: Powers of Directors: Detailed list of board powers and limitations

4. Schedule 4: Meeting Procedures: Detailed procedures for conducting general assembly and board meetings

5. Schedule 5: Company Activities: Detailed list of approved business activities aligned with Saudi licensing requirements

6. Appendix A: Form of Membership Application: Standard form for new membership applications

7. Appendix B: Proxy Form: Standard form for appointing proxies for general assembly meetings

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

Non-Profit Organizations

Education

Healthcare

Professional Associations

Charitable Organizations

Cultural Institutions

Sports Clubs

Research Institutions

Religious Organizations

Community Services

Environmental Conservation

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Administration

Board Secretariat

Risk Management

Corporate Affairs

Operations

Member Services

Relevant Roles

Chief Executive Officer

Legal Counsel

Company Secretary

Board Director

Compliance Officer

Corporate Governance Manager

Risk Manager

Chief Financial Officer

Board Chairman

Administrative Director

Operations Manager

Membership 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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