Closed Joint Stock Company Articles of Association template

Closed Joint Stock Company Bylaws Template (Indicative Structure)

Praise be to Allah alone, and peace and blessings be upon the one after whom there is no prophet. To proceed: On / / AH, corresponding to / / AD, in the city of ________, the founders named below agreed to establish a closed joint stock company in accordance with the Companies Law of the Kingdom of Saudi Arabia:

1. Mr/Ms ________________, Nationality: ________, National ID/Iqama No.: ____________, National Address: ____________.
2. ________________ Company, Commercial Registration No.: ____________, National Address: ____________, represented by Mr/Ms ____________ in their capacity as ____________.

Article One: Company Name

The name of the company shall be: ________________ Company (Closed Joint Stock Company), and the name shall comply with the requirements of the Companies Law and the rules on trade names.

Article Two: Head Office

The company's head office: the city of ________, Kingdom of Saudi Arabia. The Board of Directors may establish branches, offices or agencies inside or outside the Kingdom.

Article Three: Objects of the Company

1. ..........................................
2. ..........................................

The company shall carry on its activities after obtaining the necessary licences from the competent authorities.

Article Four: Term of the Company

The term of the company is (________) years starting from the date of its entry in the Commercial Register, and may be renewed or extended by resolution of the Extraordinary General Assembly.

Article Five: Capital and Shares

• The company's capital: (________) Saudi riyals, divided into (________) shares, each with a value of (________) Saudi riyals, all of which are ordinary cash/in-kind shares.
• Capital paid up on incorporation: (________) Saudi riyals. (The minimum capital prescribed by law and the minimum amount required to be paid on incorporation must be observed.)
• If there are in-kind contributions, a report from an accredited valuer stating their fair value shall be attached, together with the founders' acknowledgement approving them.

Founder name	Number of shares	Type of contribution (cash/in kind)	Paid-up value	Percentage
....	....	....	....	....%
....	....	....	....	....%
Total	....	—	....	100%

Article Six: Transfer of Shares

The company's shares are not offered for public subscription. The transfer of shares may be restricted by a right of pre-emption in favour of existing shareholders in accordance with the procedures and time periods set out in this Article: ____________________.

Article Seven: Board of Directors

• The company shall be managed by a Board of Directors consisting of (________) members appointed by the Ordinary General Assembly.
• The term of Board membership is (________) years, not exceeding the maximum prescribed in the Companies Law.
• The Board shall choose a Chair and a Vice-Chair from among its members, and shall determine the powers of representation before authorities and third parties.
• The Board's powers, meeting quorum and voting mechanism: ____________________.

Article Eight: General Assemblies

• The Ordinary General Assembly shall convene at least once a year within the months following the end of the financial year.
• The Extraordinary General Assembly is competent to amend the Bylaws and to increase or reduce the capital in accordance with the law.
• Meeting and voting quorums: ____________________ (in accordance with the Companies Law).

Article Nine: Auditor

The Ordinary General Assembly shall appoint one or more licensed auditors, determine their fees and term, and the auditor shall have the right to inspect the company's books.

Article Ten: Financial Year and Accounts

• The financial year begins on 1 January and ends on 31 December of each year, provided that the first financial year begins on the date of entry in the Commercial Register and ends on ________.
• The Board of Directors shall prepare the financial statements and a report on the company's activities and present them to the General Assembly.

Article Eleven: Distribution of Profits and Reserve

The percentage of net profits prescribed by law shall be set aside to form the statutory reserve, and the Assembly may stop setting it aside once the reserve reaches the prescribed limit. The remainder shall be distributed as decided by the General Assembly and in accordance with the law.

Article Twelve: Dissolution and Liquidation of the Company

The company is dissolved on expiry of its term, by resolution of the Extraordinary General Assembly or for any other reason prescribed by law, and shall be liquidated in accordance with the provisions of the Companies Law; the Assembly shall appoint the liquidator and determine their fees and powers.

Article Thirteen: General Provisions

• The founders undertake to complete the incorporation and registration procedures with the Ministry of Commerce in accordance with the Companies Law and its implementing regulations.
• Matters not provided for herein are governed by the provisions of the Companies Law and, insofar as not inconsistent with it, the Civil Transactions Law.
• Disputes shall be settled amicably, failing which before the competent judicial authority in the Kingdom.

Signatures of the Founders

First Founder: Name: _______________ Signature: _______________ Date: / / AH Second Founder: Name: _______________ Signature: _______________ Date: / / AH