Limited Liability Company
A Limited Liability Company is a company that consists of two or more partners liable for the company's debts to the extent of their shares in the corporate capital. Number of partners in this company shall not exceed 50. Corporate capital of this company shall not be less than five hundred thousand Saudi Riyals.
Procedures of Incorporation:
a.Filing an application with the General Directorate of Companies enclosing the following:
◦Several copies of draft articles of association (could be drafted as Form 1.6 prepared by Directorate of Companies)
◦Provide a certificate from the Directorate of Computer in the Ministry declaring that a company or an establishment has not been registered under the same name. If there is no registration, then the name should be announced. After examining the contract and approval by the Directorate of Companies, it is referred to the notary public to inscribe it
b.One of the partners or their authorized persons shall receive the letter of referral to notary public and the contract ratified by the Directorate of Companies. The partner approaches the notary public with the Ministry of Commerce to fix a date for inscription. The partners or their legal attorneys shall attend before the Notary Public at the scheduled time for signing the contract, along with the following:
◦Several copies of the contract.
◦Two copies of summary of the contract ratified by the Chamber of Commerce (the summary containing the data cited in Form 1.7).
◦Two witnesses.
◦Identity of each of the partners and witnesses.
c.The manager of the company has to publish a summary of the contract in Um Al-Qura newspaper.
d.Approach the Directorate of Companies to apply for registration of the company which has enclosed:
◦Two copies of the contract notarized by the Notary Public.
◦Two copies of the publication receipt of contract summary in the newspaper together with an undertaking to provide Directorate of Companies with two copies of the newspaper which published the summary.
◦Partners decision designating manager(s) of the company if not included in the company contract.
◦A certificate from a local bank showing the deposit of the corporate capital. The certificate should include an undertaking from the bank to retain the amount until the company has been commercially registered.
◦A copy of the decision of the Saudi Arabian General Investment Authority (SAGIA) in the event that the company includes a foreign partner.
◦All applications to be submitted in a hanger file
Afterwards, the Directorate of Companies shall maintain a copy of these documents and write to the Office of the Commercial Registration to enter the company in the commercial register. The manager of the company or one of the partners or the legal attorney has to report to the Office of the Commercial Registration to complete the registration procedures and bring along the following documents:
a.Copy of the company's headquarters lease contract or ownership instrument for the premises.
b.The original and copies of the IDs of the partners and the Manager.
c.Licensing from the competent authorities if the purpose of the company so requires.
d.A certificate from an educational body of regular attendance in study in the event that one of the partners or managers is a student.
e.All applications to be submitted in a hanger file.
Completion of application to register a company (Form 2 and sign it before the concerned Official), payment of the fees payable to the Commercial Registration i.e. Six Thousand Saudi Riyals for five years and the handing over of the company's certificate of registration to the company's representative upon its issuance
Procedures of Amendment:
a.Applying for General Directorate of Companies enclosing decision of the partners to amend the articles required (Forms 1.8, 1.9 or 1.10)
b.After examining the decision of the Directorate of Companies and approval thereof, the decision to amend the company shall be inscribed at the Notary Public.
c.The manager of the company has to publish the decision in Um Al-Qura newspaper.
d.The receipt for publishing the decision in the Gazette, together with an undertaking to provide two copies of the newspaper which will publish the decision must be provided. Then a copy of the decision and a copy of the receipt shall be referred to the Office of the commercial registration to inscribe such amendments. The manager has to report to the Office of Commercial Registration for the completion of the procedures of inscription, completing the respective form, signing before the Commercial Registration Office official (Form 10) and enclosing the following documents:
◦Original commercial registration.
◦Lease contract or ownership deed if the amendment is for the title.
◦Copy of the documents supporting the amendment.
◦License from the competent authority if the modification of activity so requires.
◦Valid certificate of membership with the Chamber of Commerce and Industry.
◦Valid certificate of payment of Zakat and income tax.
◦Original and copies of the IDs of the new partners indicating the profession.
◦All the documents to be submitted in a hanger file
End of the company:
Limited Liability Company does not cease to be by the withdrawal of one partner or their facing bankruptcy or insolvency declaration unless the company contract provides otherwise. This company shall cease exist when one of the reasons set out in Article 15 of the Regulations for Companies becomes valid and the company shall be liquidated in accordance with Part XI of these Regulations. After completion of liquidation procedures and referral of the liquidation documents from Directorate of Companies to the Office of Commercial Registration, the company liquidator has to report to the Office of Commercial Registration to remove the company's commercial registration. The respective form (Form 11) needs to be completed and signed before submitting the original commercial registration. After the company has been removed from the register the manager will receive a certificate thereof from the Office of Registration.
Courtesy: Ministry of Commerce & Industry, KSA
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TThis English language text is not an official translation and is provided for information purposes only. In the event of any discrepancies between the English translation and the Arabic original, the Arabic original shall prevail.The reader is solely responsible for the use of the information contained herein.
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