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Partners' resolution (Word & PDF)
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For the partners of a limited liability company, and the counsel recording their decision, in the GCC. It covers a meeting or a written circulation, appointing or removing a manager, amending the memorandum, profits and liquidation. Signing it does not file the change.
Sources: 2 official sourcesNot legal advice
What this template includes
The resolution does not file the change with the registrar
A partners’ resolution in Arabic and English for a limited liability company: appoint or remove a manager, amend the memorandum, distribute profits, open a branch, admit or exit a partner, dissolve the company, and minutes of the partners’ general assembly. It is not the memorandum of association template. For the difference between the memorandum and the articles, see the difference between them. If there is no company, use the partnership agreement. For the terms, see limited liability company, joint-stock company, articles of association and commercial registration. This is a starting point. Have it reviewed by a lawyer licensed in the relevant jurisdiction before you use it.
A meeting or a written circulation, and which variant to keep
Keep one form: a general-assembly meeting, or a written resolution by circulation. The Saudi statute says الجمعية العامة. People also search الجمعية العمومية. On this page they are the same body. Delete every clause that does not apply: appointing the manager, removing the manager, amending the memorandum, profits, a branch, admitting or exiting a partner, or dissolution.
- Header: company name, commercial registration, capital, and the financial year-end.
- In Saudi Arabia the general assembly of all the partners meets at least once a year, within six months of the financial year-end. Notice is twenty-one days. Minutes are kept in a register.[1]
- Circulation in Saudi Arabia: partners holding more than half the capital, unless the memorandum sets a higher threshold.[1]
- The quorum of a meeting held in person was not confirmed on this page. Copy it from the memorandum. Do not invent a fraction.
- A board resolution of a joint-stock company is not this form. This page is the partners’ resolution of a limited liability company.
A one-person company
In Saudi Arabia the decisions of the owner of a one-person limited liability company are in writing and are recorded. That is Article 157. There is no partners’ assembly where there are no partners.[1]
Filing with the registrar
After signature, a change that has to be published, such as a manager, an amendment of the memorandum, a branch or dissolution, is filed with the commercial register. The step differs by country and, in the UAE, by emirate. This page states no fee and no deadline.
Template text
Partners' resolution
A resolution of the partners of a limited liability company in the GCC: a general-assembly meeting or a written circulation; appointing or removing a manager; amending the memorandum; distributing profits; opening a branch; admitting or exiting a partner; and dissolution. Replace every [phrase in brackets] and delete the clause that does not apply. Signature does not file the change. This draft states no fee and no deadline. This is a starting point. Have it reviewed by a lawyer licensed in the relevant jurisdiction before you use it.
[Name] Limited Liability Company, commercial registration [●], capital [●] [currency], seat [●], financial year-end [date] (the “Company”).
Drafting note
The name and the registration number as on the commercial register, not as on the short form.
- (a) Meeting. Delete this paragraph if the resolution is by circulation. The general assembly met at [place or means] on [date], on a notice dated [●]. Those present are in the annex.
- (b) Circulation. Delete this paragraph if a meeting was held. This resolution is in writing, with no meeting, and is signed by the partners whose shares are in the annex.
The quorum of a meeting held in person is as the memorandum states: [●]. This page states no fraction that was not confirmed. For circulation in Saudi Arabia, shares holding more than half the capital are enough, unless the memorandum sets a higher threshold, which here is: [the percentage in the memorandum, or “not raised”].[1]
Drafting note
Copy the quorum from the memorandum. An empty bracket is filled from the memorandum, not from a guess.
- (a) Appointment. Delete if no manager is appointed. [Name], ID [●], is appointed manager from [date], with the powers [●], for [duration].
- (b) Removal. Delete if no manager is removed. [Name] is removed as manager from [date]. Removal of a manager in Saudi Arabia is Article 164.[1]
Drafting note
Do not add a condition of removal that was not confirmed. The article is the text. This page does not summarise it further.
Delete this clause if the memorandum is not amended. Clause [number] of the memorandum is amended to read: [new text]. Filing with the registrar is a later step. This draft states no deadline.
Drafting note
The new text in full, not “as attached” unless the attachment is there. See the memorandum template and the difference between the memorandum and the articles.
Delete this clause if no profits are distributed. Profits of the year [●] of [amount] [currency] are distributed in proportion to the shares, are due on [date], and are paid by [account or method]. This page states no statutory distribution percentage.
Drafting note
The amount comes from the accounts the partners approved. This page does not compute distributable profit.
Delete this clause if no branch is opened. A branch is opened in [city] to carry on [activity], and is registered with the registrar. This draft states no fee.
Drafting note
City and activity. Registering the branch is a step with the authority. Signature alone does not do it.
Delete this clause if the partners do not change. [Name] is admitted with [●] shares, or [name] exits and those shares pass to [●]. The share-transfer instrument is a separate document. It is not in this file.
Drafting note
The resolution records the partners’ approval where one is required. The sale of the share is another contract. This page states no pre-emption period.
Delete this clause if the company is not dissolved. The Company is dissolved from [date]. [Name] is appointed liquidator, with the powers [●]. This draft states no liquidation deadline.
Drafting note
The liquidator’s name and the limit of the powers. The text reviewed here states no statutory period for the liquidation.
Place and date: [●]
Partners: name, shares and signature in the annex.
Stamp: [if any]
Filing: what must be published is filed with the registrar. This draft states no fee and no deadline.
Drafting note
A one-person company: the decision is in writing and is recorded. There is no partners’ assembly.[1]
Notes on Saudi Arabia
Companies Law, Royal Decree No. M/132 of 1/12/1443H. What follows is what was confirmed for this page.[1]
| Point | Text |
|---|---|
| General assembly | A limited liability company has a general assembly of all the partners. It meets at least once a year, within six months of the financial year-end. Notice is twenty-one days. Minutes are kept in a register (Article 165).[1] |
| Circulation | A written resolution by circulation is allowed. It needs partners holding more than half the capital, unless the memorandum sets a higher threshold (Article 166).[1] |
| One-person company | The owner’s decisions are in writing and are recorded (Article 157).[1] |
| Removing a manager | Removal of a manager is Article 164. No condition that was not confirmed is added.[1] |
Notes on the United Arab Emirates
Federal Decree-Law No. 32 of 2021. The majorities for a limited liability company resolution were not confirmed, so this page states no article number.[2]
| Point | Text |
|---|---|
| Resolution majority | Under review. No article number, no fee, and no deadline. |
Bahrain, Qatar, Kuwait and Oman
- Bahrain: under review. No article number, no fee and no deadline.
- Qatar: under review. No article number, no fee and no deadline.
- Kuwait: under review. No article number, no fee and no deadline.
- Oman: under review. No article number, no fee and no deadline.
Annex. Attendance and signature
For a meeting, write who attended. For a circulation, write who signed. The shares signed are what clause 3 measures.
| Name | Shares | In person or by proxy | Signature |
|---|---|---|---|
| [name] | [●] | [in person / by proxy] | [●] |
| [●] | [●] | [●] | [●] |
| [●] | [●] | [●] | [●] |