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Article 63 of the Saudi Companies Law

المادة 63 من نظام الشركات · الفصل الثاني: تأسيس شركة المساهمة

The article gives the Ministry and the Authority the power to set the controls, procedures, documents and approvals for incorporating a joint stock company whose shares are offered for public subscription during incorporation or which is listed on the capital market.

Official text (Arabic)

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

للوزارة والهيئة وضع الضوابط والإجراءات وتحديد الوثائق والموافقات اللازمة لتأسيس شركة مساهمة تطرح أسهمها للاكتتاب العام خلال مرحلة التأسيس أو تدرج في السوق المالية.

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 63 explained in plain English

This article is a delegating article: it does not itself set detailed conditions but gives the Ministry and the Authority the power to regulate a particular kind of joint stock company.

Scope of the article: it applies to a joint stock company that:

  • offers its shares for public subscription during the incorporation stage, or
  • is listed on the capital market.

What may the Ministry and the Authority specify?

  • The controls that must be observed.
  • The procedures that must be followed.
  • The documents required.
  • The approvals needed for incorporation.

This means that anyone who wants to incorporate a company of this kind cannot rely only on the general incorporation articles but must also refer to the controls and requirements issued by the Ministry and the Authority. The article does not state the content of these controls, so their details cannot be assumed from its text.

This article complements Article 62, which requires the founders, if they have not limited subscription to themselves, to offer the shares they have not subscribed to for subscription in accordance with the Capital Market Law. It also sits next to Article 64, which regulates depositing the amounts paid for the subscribed shares with a licensed bank in the name of the company under incorporation.

To know the controls in force at the time of incorporation, it is advisable to consult a lawyer specialized in securities and companies.

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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Frequently asked questions about Article 63 of the Saudi Companies Law

Who sets the conditions for incorporating a joint stock company that offers its shares for public subscription?

The article gives the Ministry and the Authority the power to set the controls and procedures and to specify the documents and approvals required to incorporate such a company.

Does this article apply to a company that will be listed on the capital market?

Yes. The article covers both a company that offers its shares for public subscription during incorporation and a company that is listed on the capital market.

Does the article list the required documents in detail?

No. The article leaves the specification of the documents and approvals to the Ministry and the Authority and does not list them.

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The texts are reproduced from the official website of the Bureau of Experts at the Council of Ministers for reference; where they differ, the officially published Arabic text prevails. This content is not legal advice.