Article 83 of the Saudi Companies Law

المادة 83 من نظام الشركات · الفرع الأول: مجلس الإدارة

The article requires the deliberations and resolutions of a joint stock company's board to be recorded in minutes prepared by the secretary and signed by those present, entered in a special register, and allows modern technology to be used for this.

Official text (Arabic)

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

1- تُثبت مداولات مجلس إدارة شركة المساهمة وقراراته في محاضر يعدها أمين السر ويوقعها رئيس الاجتماع وأعضاء مجلس الإدارة الحاضرون وأمين السر.

2- تدون المحاضر في سجل خاص يوقعه رئيس مجلس الإدارة وأمين السر.

3- يجوز استخدام وسائل التقنية الحديثة للتوقيع وإثبات المداولات والقرارات وتدوين المحاضر.

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 83 explained in plain English

This article regulates the documentation of what happens at the board meetings of a joint stock company, which matters for proving resolutions and members' liability.

1- The minutes:

The board's deliberations and resolutions are recorded in minutes.
The secretary prepares the minutes.
They are signed by the chairman of the meeting, the board members present and the secretary.

2- The special register: The minutes are entered in a special register signed by the chairman of the board and the secretary.

3- Modern technology: Modern technology may be used for signing, for recording deliberations and resolutions, and for entering the minutes.

Note that the article requires the deliberations to be recorded as well, not only the resolutions; the discussion that precedes a resolution is also written down. This helps the members themselves, because recording an objection in the minutes may affect their liability.

This article is linked to Article 82, which requires resolutions issued by circulation on urgent matters to be presented to the board at the next meeting to be recorded in the minutes of that meeting. It is followed by Article 84, which regulates the chairing of the shareholders' general assembly and each shareholder's right to attend it. Anyone who needs to prove what happened at a particular meeting or to challenge the validity of minutes should consult a lawyer specialized in companies.

Practical example

The board of a joint stock company in Riyadh held its meeting by video call and discussed expanding into a new branch. The secretary prepared the minutes, including the discussion and the resolution, and the chairman of the meeting, the members present and the secretary signed them electronically. They were then entered in the electronic special register signed by the chairman of the board and the secretary.

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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