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Model Articles Of Association For Private Companies
"I need Model Articles of Association For Private Companies for a Saudi-based technology startup with three founding shareholders (two local and one foreign investor), planning to commence operations in March 2025, with provisions for future venture capital investment and employee share schemes."
1. Introduction and Incorporation: Details of the incorporating parties and their intention to establish a company under Saudi Companies Law
2. Definitions and Interpretation: Key terms used throughout the articles and their meanings
3. Company Name: Official name of the company in Arabic and English
4. Company Objects: Primary and secondary business activities of the company
5. Company Headquarters: Official registered address and provisions for branches
6. Duration: Term of the company's existence
7. Capital and Shares: Details of company capital, share values, and distribution
8. Share Transfer Restrictions: Rules and procedures for transferring shares
9. Management Structure: Composition and powers of the board of managers/directors
10. Shareholder Meetings: Procedures for ordinary and extraordinary general assemblies
11. Financial Affairs: Fiscal year, accounts, auditing, and profit distribution
12. Company Secretary: Appointment and duties of the company secretary
13. Notices: Methods and requirements for official communications
14. Dissolution and Liquidation: Procedures for company dissolution and asset distribution
1. Foreign Ownership Provisions: Required when the company has foreign shareholders, detailing specific requirements and restrictions
2. Preferred Shares: Include when the company plans to issue shares with preferential rights
3. Tag-Along and Drag-Along Rights: Optional provisions for share transfer mechanisms in case of major ownership changes
4. Executive Committee: Include when the company wants to establish a committee between board and management
5. Shariah Board: Required for companies needing religious compliance oversight
6. Reserve Funds: Optional provisions for additional reserve funds beyond statutory requirements
7. Conflict Resolution: Detailed dispute resolution procedures beyond standard legal requirements
8. Non-Competition: Restrictions on shareholders' competing activities
1. Schedule 1: Shareholders Information: Detailed list of founding shareholders with their shares and contact information
2. Schedule 2: Share Capital Allocation: Detailed breakdown of share classes and distribution
3. Schedule 3: Company Objects Detail: Comprehensive list of all approved business activities with their official codes
4. Schedule 4: Board Powers: Detailed list of specific powers granted to the board of managers
5. Schedule 5: Reserved Matters: List of decisions requiring special approval majorities
6. Appendix A: Initial Business Plan: First-year operational and financial projections
7. Appendix B: Shareholder Agreement Reference: Cross-reference to any separate shareholder agreements
8. Appendix C: Corporate Governance Framework: Detailed governance procedures and policies
Authors
Manufacturing
Technology
Retail
Professional Services
Healthcare
Real Estate
Construction
Trading
Education
Tourism
Financial Services
Logistics
Consulting
Energy
Agriculture
Legal
Compliance
Corporate Governance
Board of Directors
Executive Management
Corporate Affairs
Risk Management
Finance
Company Secretariat
Shareholder Relations
Investment
Strategic Planning
Chief Executive Officer
Company Secretary
Legal Counsel
Compliance Officer
Corporate Governance Manager
Board Secretary
Managing Director
Chief Legal Officer
Business Development Manager
Risk Manager
Corporate Affairs Director
Shareholder Relations Manager
Investment Manager
Chief Financial Officer
Board Member
Company Director
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