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Memorandum & Articles Of Association Constitution By Laws
"I need a Memorandum & Articles of Association Constitution By Laws for a new Saudi limited liability company in the technology sector, with three local shareholders and 5 million SAR capital, planning to commence operations in March 2025."
1. Introduction: Details of the contracting parties establishing the company and the date of formation
2. Definitions and Interpretation: Key terms used throughout the document and rules for interpretation
3. Company Name: Official company name in Arabic and English as approved by Ministry of Commerce
4. Company Objects: Detailed description of permitted business activities and objectives
5. Head Office: Location of registered office and provisions for branches
6. Duration: Term of the company's existence
7. Capital and Shares: Details of capital structure, share values, and distribution among shareholders
8. Share Transfer Restrictions: Rules and procedures for transferring shares and preemptive rights
9. Management Structure: Composition of board/managers, appointment procedures, and powers
10. Shareholder Meetings: Procedures for general and extraordinary meetings, voting rights, and quorum requirements
11. Financial Affairs: Fiscal year, accounts, auditing, and distribution of profits
12. Dissolution and Liquidation: Procedures and grounds for company dissolution and liquidation process
1. Foreign Investment Provisions: Required when there are foreign shareholders, detailing compliance with SAGIA regulations
2. Shariah Compliance: Specific provisions ensuring company activities comply with Islamic law principles
3. Reserved Matters: List of decisions requiring special majority or unanimous approval, used in companies with multiple shareholders
4. Tag-Along and Drag-Along Rights: Special share transfer provisions for companies with significant minority shareholders
5. Intellectual Property Rights: Required for companies with significant IP assets or technology focus
6. Corporate Governance Framework: Detailed governance provisions required for larger companies or those planning public listing
7. Committees: Structure and role of specialized committees, typically needed for larger companies
8. Dividend Policy: Detailed profit distribution policy, important for companies with complex shareholding structures
1. Schedule 1 - Shareholders Information: Detailed list of shareholders with their respective shareholdings and contact information
2. Schedule 2 - Share Capital History: Record of capital contributions and share allocations
3. Schedule 3 - Licensed Activities: Detailed list of approved business activities and related licenses
4. Schedule 4 - Initial Board Members/Managers: Details of first appointed management team and their terms
5. Schedule 5 - Powers of Attorney: Standard form powers of attorney for company operations
6. Schedule 6 - Related Party Transactions: List of existing related party transactions and approval procedures
7. Appendix A - Shareholders' Resolution Template: Standard format for shareholders' resolutions
8. Appendix B - Share Transfer Forms: Standard forms for share transfer documentation
Authors
Financial Services
Manufacturing
Technology
Healthcare
Real Estate
Retail
Energy
Mining
Construction
Professional Services
Transportation
Education
Hospitality
Agriculture
Telecommunications
Legal
Corporate Governance
Compliance
Board Secretariat
Risk Management
Corporate Affairs
Shareholder Relations
Executive Management
Finance
Company Secretarial
Chief Executive Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Chief Financial Officer
Compliance Officer
Board Director
Managing Director
Legal Director
Corporate Governance Officer
Risk Management Officer
Shareholder Relations Manager
Company Registrar
Legal Counsel
Board Secretary
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