This article outlines the new ministerial resolution on the requirement of actively holding & maintaining a register for shareholders of Limited Partnership, Limited Liability, and Closed Joint Stock companies operating within the Kingdom of Saudi Arabia. This new resolution is yet to be officially announced in the gazette.
On 14 November 2017 the Ministry of Commerce and Investment ("MoCI") issued a new resolution (the "Resolution") on the requirement for Limited Partnership, Limited Liability, and Closed Joint Stock companies (the "Companies") to organise, hold and keep shareholders register (the "Register") at the Companies headquarters in the Kingdom of Saudi Arabia (the "Kingdom"). The Resolution supplements articles 109, 162 and 225 of the Companies Law issued by Royal Decree No. M/3 dated 28/1/1437H. The Resolution is effective from the date of its publication in the official gazette.
Some of the key points in the Resolution which should be taken into consideration are outlined in the table below:
common KEY points that apply to companies | ||
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1 |
The Register should be strictly be kept at the Companies headquarters in the Kingdom |
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2 |
The Register must include the following:
together ("Shareholders Details")
together ("Additional Details") *The required Additional Details do not apply if the indirect ownership is through a public listed company in a regulated market, or through an investment fund licensed to operate in the Kingdom |
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Differences in the Register between the Companies |
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Limited Partnership & Limited Liability |
Closed Joint Stock |
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3 |
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Commonalities in the Register that apply to the Companies |
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4 |
Each shareholders is responsible to provide the company with the required Shareholders Details and Additional Details relating to the Register and any amendments to these information within a period not exceeding ten (10) working days |
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5 |
Companies should update/amend their Register/Articles of Association through the MoCI's website and should provide the MoCI with a copy of their Register within fifteen (15) business days from the date of updating/amending the Shareholders Details and the Additional Details relating to the Register and within three (3) months from the date of publishing the Resolution |
Managers and directors of the Companies have the ultimate responsibility and liability of coordinating with the shareholders to create the Register and ensure that it is being periodically updated to reflect any changes in the Companies. They are also responsible for notifying the MoCI within the legally required time period.
We would be delighted to assist you in ensuring that your company is complying to these new rules and regulations in the Kingdom of Saudi Arabia.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.