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Articles of association (Word & PDF)
Articles of association in Arabic: النظام الأساسي / نظام أساس — the constitutional document of a joint-stock company, a simplified joint-stock company or a one-person LLC. Not a memorandum of association.
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For founders who need articles (النظام الأساسي), and the counsel preparing them, in the GCC. In Saudi Arabia a joint-stock company and a one-person LLC have articles, not a memorandum. The binding document is the one the registrar’s platform issues.
Sources: 5 official sourcesNot legal advice
What this template includes
File the registrar’s form, not this checklist
- Companies Law(https://laws.boe.gov.sa/BoeLaws/Laws/LawDetails/a8376aea-1bc3-49d4-9027-aed900b555af/1)
- Saudi Business Center(https://business.sa/)
- UAE Commercial Companies Law(https://u.ae/en/information-and-services/business/Doing-business/doing-business-on-the-mainland/full-foreign-ownership-of-commercial-companies)
A free bilingual founders’ checklist for articles of association (نظام أساس) in the GCC. In Saudi Arabia every company has a memorandum, except a joint-stock company, a simplified joint-stock company and a one-person limited liability company, which each have articles. Both documents are in Arabic (Article 7 of the Companies Law, Royal Decree No. M/132 of 1/12/1443H).[1] This file is a checklist. It is not the registrar’s form. For the definition, see articles of association. This is general information, not legal advice.
When articles are the right draft
Use this page when the form is a joint-stock company, a simplified joint-stock company or a one-person limited liability company. In the one-person company the owner holds the powers of the general assembly, decisions are in writing, and a reference to the memorandum means the articles (Article 157).[1] Incorporate through the Saudi Business Center and use the documents it generates.[2] In the UAE the government portal names Federal Decree-Law No. 32 of 2021. Which constitutional document each form needs is under review. No article number is stated for that split.[3][4]
- Fill in the [placeholders]: name, form, objects, office, capital and who manages.
- Leave quorum and any reserve percentage to the registrar’s form. Do not invent a figure.
- Out of scope: a multi-partner LLC memorandum, a partnership that does not create a company, and any activity before it is licensed.
Memorandum or articles?
Article 7 of the Saudi Companies Law: every company has a memorandum of association, except a joint-stock company, a simplified joint-stock company and a one-person limited liability company, which each have articles (نظام أساس). Both documents are in Arabic.[1] In the one-person company a reference to the memorandum means the articles (Article 157).[1] The comparison is in memorandum versus articles. In the UAE, Federal Decree-Law No. 32 of 2021 is the companies statute. Which document each form needs is under review.[3][5]
The template
Articles of association
A founders’ checklist for articles of association (نظام أساس) in the GCC: name, form, objects, office, capital, management and winding up. It does not incorporate the company and it does not replace the document the registrar issues. Replace every [placeholder].
Company name: [●]. Form: [joint-stock company / simplified joint-stock company / one-person limited liability company]. The official document uses the name the registrar accepts.
Drafting note
A multi-partner LLC uses a memorandum of association, not these articles.[1]
Objects: [describe the activities]. Each activity is carried on only after the licence the competent authority requires.
Drafting note
This checklist grants no licence.
The head office is in [city, country]. The company may open branches by a decision of [the manager / the board / the owner].
The term is [●] years from registration, and it renews [automatically / by decision] unless [the owner / the shareholders] decide otherwise.
The capital is [●], divided into [●] shares of [●] each, held as Annex 1 sets out.
In-kind contribution: [describe it, who contributes it, and how it is valued]. Title passes to the company as the registrar requires.
Drafting note
This page states no minimum capital. Check the incorporation platform.
[A manager / a board / the owner] manages the company: [name, ID]. The appointment runs for [●].
Powers: [day-to-day management, signing, bank accounts]. A written decision is required for: [borrowing above ● / disposing of assets above ● / opening a branch].
Drafting note
In a one-person limited liability company the owner holds the powers of the general assembly, and decisions are in writing (Article 157).[1]
Decisions are taken in a meeting or by circulation. Quorum and majority: [fill these from the registrar’s form; do not leave them blank at registration].
Decisions are written, signed and kept in the company’s record.
Drafting note
This template does not invent a quorum or a majority.
Distributable profits are shared in proportion to the shares, after [what is set aside]. Losses are borne in proportion to the shares, within the limit of each share.
A transfer of shares follows the registrar’s form and, after incorporation, the share transfer agreement if a sale is agreed.
The company ends when its term ends, when [the owner / the shareholders] agree, or for another cause the registrar accepts. [The liquidator] winds it up. What remains after debts are paid is distributed in proportion to the shares. Arabic and English, with Arabic prevailing (Article 7).[1]
Founder / owner: name [●] · shares [●] · signature [●] · date [●]
Drafting note
Signing this checklist does not register the company. Registration is what happens at the Saudi Business Center or at the registrar in the other country.[2] See articles of association and commercial registration.
Saudi Arabia notes
Companies Law, Royal Decree No. M/132 dated 1/12/1443H.[1][2]
| Item | What the text states |
|---|---|
| Which forms have articles | A joint-stock company, a simplified joint-stock company and a one-person limited liability company. The others have a memorandum. Both documents are in Arabic (Article 7).[1] |
| One-person LLC | The owner holds the powers of the general assembly; decisions are in writing; a reference to the memorandum means the articles (Article 157).[1] |
| Filing | Incorporate through the Saudi Business Center and use the documents it generates. This checklist is not that form.[2] |
UAE notes
Which document each form needs is under review.[3][4][5]
| Item | What to do |
|---|---|
| The statute | The Commercial Companies Law is Federal Decree-Law No. 32 of 2021.[3] |
| Which document | Under review. No article number is stated for the memorandum-versus-articles split. |
| The binding document | The form of the authority that registers the company, not this checklist. |
Annex 1 – Capital and shares
The percentages should add up to 100. Value any in-kind contribution in writing.
| Founder / owner | Cash | In kind | Shares | Percentage |
|---|---|---|---|---|
| [Founder / owner 1] | [●] | [describe the asset and its value] | [number of shares] | [%] |
| [Founder 2, if any] | [●] | [●] | [●] | [●] |
| Total | [●] | [●] | [●] | 100% |