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Article 82 of the Saudi Companies Law

المادة 82 من نظام الشركات · الفرع الأول: مجلس الإدارة

The article allows a joint stock company's board to issue resolutions on urgent matters by circulation to all the members with the approval of a majority of them, unless a member requests in writing that a meeting be held to deliberate.

Official text (Arabic)

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

لمجلس إدارة شركة المساهمة أن يصدر قراراته في الأمور العاجلة بعرضها على جميع الأعضاء بالتمرير، ما لم يطلب أحد الأعضاء -كتابة- اجتماع المجلس للمداولة فيها. وتصدر تلك القرارات بموافقة أغلبية أصوات أعضائه، ما لم ينص نظام الشركة الأساس على نسبة أو عدد أكبر. وتعرض هذه القرارات على المجلس في أول اجتماع تالٍ له لإثباتها في محضر ذلك الاجتماع.

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 82 explained in plain English

A company may need a quick resolution that cannot wait for a meeting, and this article regulates that through a resolution by circulation, that is, presenting the resolution to the members to approve without a meeting.

Conditions for a resolution by circulation:

  • It must concern urgent matters.
  • It must be presented to all the members, not just some of them.
  • No member requests in writing that a board meeting be held to deliberate on it; a request from a single member is enough to stop the circulation and require deliberation at a meeting.

The majority required: These resolutions are issued with the approval of a majority of the votes of its members, unless the articles of association require a higher proportion or number. Note that the text here speaks of a majority of the board members, whereas Article 80 speaks of a majority of the members present at an ordinary meeting.

Recording: Resolutions by circulation are presented to the board at the next meeting to be recorded in the minutes of that meeting.

This article is linked to Article 83, which requires the board's deliberations and resolutions to be recorded in minutes prepared by the secretary and signed by the chairman of the meeting, the members present and the secretary, and to Article 81, which makes a board resolution effective from the date of its issue unless it provides otherwise. Anyone who doubts the validity of a resolution issued by circulation should consult a lawyer specialized in companies.

Practical example

A joint stock company in Jeddah was offered an opportunity to buy equipment at a reduced price that expired within two days. The chairman sent the draft resolution to all seven members, five approved it and none requested a meeting, so the resolution was issued by circulation and was then presented at the next meeting to be recorded in the minutes.

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 82 of the Saudi Companies Law

Can the board of directors issue a resolution without a meeting?

Yes, on urgent matters, by presenting it to all the members by circulation, unless a member requests in writing that a board meeting be held to deliberate.

What majority is needed for a resolution by circulation?

The approval of a majority of the votes of the board's members, unless the articles of association require a higher proportion or number.

How is a resolution by circulation documented?

It is presented to the board at the next meeting to be recorded in the minutes of that meeting.

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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.