Article 122 of the Saudi Companies Law

المادة 122 من نظام الشركات · الفصل الخامس: مالية شركة المساهمة

The article requires the chairman of the board to provide shareholders with the financial statements, the board's report and the auditor's report at least 21 days before the annual ordinary general assembly, and to file them as the regulations provide.

Official text (Arabic)

This article has not been amended since the law was issued.

على رئيس مجلس الإدارة أن يزود المساهمين بالقوائم المالية للشركة وتقرير مجلس الإدارة، بعد توقيعها، وتقرير مراجع الحسابات إن وجد، ما لم تنشر في أي من وسائل التقنية الحديثة، وذلك قبل الموعد المحدد لانعقاد الجمعية العامة العادية السنوية (بواحد وعشرين) يومًا على الأقل، وعليه أيضًا إيداع هذه الوثائق وفقًا لما تحدده اللوائح.

This is the official Arabic wording, the only legally binding version. We do not translate the law itself; the explanation below is ours. Official source: Bureau of Experts at the Council of Ministers

Article 122 explained in plain English

This article ensures that shareholders receive the information they need before the annual ordinary general assembly, so they can discuss the company's performance and vote with full knowledge.

What the chairman of the board must do:

Provide shareholders with the company's financial statements and the board of directors' report, after they are signed.
Provide them with the auditor's report, if there is one.
Do so at least 21 days before the date set for the annual ordinary general assembly.
File these documents as determined by the regulations; the article does not say where or how they are filed and refers this to the regulations.

The exception: the documents do not have to be sent to shareholders if they are published by any modern technological means, for example by displaying them electronically where shareholders can reach them.

This article is linked to Article 121, which requires the board to prepare the financial statements and the annual report and place them at the auditor's disposal at least 45 days before the assembly, and requires them to be signed by the chairman, the chief executive officer and the chief financial officer if there is one. The sequence is therefore: preparation and delivery to the auditor first, then provision to shareholders at least 21 days before the assembly. For a specific situation, you can consult a lawyer specializing in companies.

Practical example

Khaled is a shareholder in a joint-stock company based in Dammam. The annual ordinary general assembly is three weeks away and he has received nothing. Under this article, the chairman of the board should already have provided him with the financial statements, the board's report and the auditor's report at least 21 days before the assembly, unless the company has published them by a modern technological means, in which case Khaled should look for them there.

Translated from our Arabic explanation with machine assistance. For guidance only; it does not replace advice from a lawyer on your situation.

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