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Memorandum & Articles Of Association Constitution By Laws Template for Saudi Arabia

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Key Requirements PROMPT example:

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."

Document background
The Memorandum & Articles of Association Constitution By Laws is a mandatory document required for establishing any company in Saudi Arabia. It serves as the company's constitution and must be prepared in accordance with the Saudi Companies Law 2015, Ministry of Commerce regulations, and Shariah principles. This document is essential during company formation and continues to govern the company's operations throughout its existence. It details crucial aspects such as capital structure, shareholder rights, management powers, decision-making processes, and profit distribution mechanisms. The document requires official approval and registration with the Ministry of Commerce and must be executed in Arabic (with optional English translation). Any subsequent amendments must follow specific statutory procedures and obtain regulatory approval.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Financial Services

Manufacturing

Technology

Healthcare

Real Estate

Retail

Energy

Mining

Construction

Professional Services

Transportation

Education

Hospitality

Agriculture

Telecommunications

Relevant Teams

Legal

Corporate Governance

Compliance

Board Secretariat

Risk Management

Corporate Affairs

Shareholder Relations

Executive Management

Finance

Company Secretarial

Relevant Roles

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

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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