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Articles of association: key contents and formation steps in Saudi Arabia

A company's articles of association are the document in which the partners agree on the company's existence, form, activity, capital and management. They are governed by the Companies Law, issued by Royal Decree M/132 of 1/12/1443H, and are now prepared electronically through the services of the Ministry of Commerce and the Saudi Business Center, which set the details required for each company form.

Written by the O AI editorial team from the official texts. Last reviewed:

This page is general information, current as of October 2026. It is not legal advice: have a licensed lawyer review any document before you rely on it.

What are a company's articles of association?

Articles of association are the document by which a company is created and known to authorities and third parties: who its partners are, what it does, its capital, and who manages it with what powers. They are where you look to find who may sign for the company, including issuing powers of attorney for it.

The Companies Law speaks of a company formed under articles of association (عقد تأسيس) or bylaws (نظام أساس), depending on its form: some forms, such as joint-stock and simplified joint-stock companies, have bylaws. The Ministry of Commerce's services show the document required for each form.

The key contents of articles of association

The Ministry of Commerce's formation platform sets the required fields for each company form. Most articles of association cover the company's name and form, activity, head office, capital and partners' shares, management, financial year, profit distribution, transfer of shares, and dissolution.

The key contents of articles of association
ItemWhat it sets
Name and formThe company's trade name and legal form
ActivityThe company's activities under the approved classification
Head officeThe city of the company's head office
TermThe company's term, if one is set
CapitalIts amount, each partner's share, and whether contributions are in cash or in kind
PartnersEach partner's details
ManagementThe manager, managers or board, and their powers to sign and contract
DecisionsHow the partners take decisions
Financial year and profitsWhen the financial year starts, and how profits and losses are shared
Transfer of sharesConditions for transferring shares to a partner or to others
Dissolution and liquidationWhen the company ends and how it is liquidated

Steps to form a company and prepare its articles

Companies are now formed electronically: the founders choose the form and name, enter the articles' details through the Ministry of Commerce's services, the partners approve them, and the commercial registration is issued. Service details change, so follow what the platform shows.

  1. Form and name

    Choose the company's form and reserve its trade name.

  2. Prepare the articles

    Enter the articles of association's details through the formation services of the Ministry of Commerce or the Saudi Business Center.

  3. Partners' approval

    The partners or their representatives approve the articles in the way the platform sets.

  4. Registration and next steps

    The commercial registration is issued, then registrations with the other relevant authorities are completed.

Sample structure

Sample structure of articles of association

Headings and blank fields for what you prepare before using the formation platform. This structure is not articles of association: they are prepared through the Ministry of Commerce's services.

Sample structure: headings and placeholder fields, not a completed legal document

Preamble and partners

[First partner: name, ID or registration number]

[Second partner: name, ID or registration number]

Name, form and head office

[Trade name], [legal form], [head office city]

Activity

[Activities under the approved classification]

Capital and shares

[Capital]

[Each partner's share], [cash or in kind]

Management

[Manager or managers], [powers to sign, contract and appoint agents]

Decisions, financial year and profits

[How decisions are taken]

[Start of the financial year], [sharing of profits and losses]

Transfer and dissolution

[Conditions for transferring shares]

[Grounds for dissolution and method of liquidation]

Before you file or sign

Common mistakes

  • Activities in the articles that do not match what the company actually needs, so they soon need amending.
  • Vague management powers, leading to later disputes over who signs contracts and issues powers of attorney for the company.
  • No clear conditions for transferring shares or for a partner leaving.
  • Contributions in kind with no clear valuation.
  • Confusing a partnership contract between parties with a company's articles of association.

FAQ

Frequently asked questions

What is the difference between articles of association and bylaws?

Both are the document a company rests on under the Companies Law, but the document differs with the company's form: some forms, such as joint-stock and simplified joint-stock companies, have bylaws. The Ministry of Commerce's services show the document required for each form.

Do I write the articles of association myself?

The Ministry of Commerce prepares the articles through its electronic services from the details the founders enter. Any additional clauses it allows are worth having a lawyer draft, especially management powers and the transfer of shares.

Can the articles of association be amended later?

Yes. The articles are amended by a decision of the partners, as the articles and the Companies Law provide, and the amendment is registered through the Ministry of Commerce's services.

Why do articles of association matter in litigation?

Because whoever acts for the company in court needs a power of attorney from the person authorised under its articles of association or registration, as the Implementing Regulations of the Law of Procedure before Sharia Courts provide (Regulation 49/2). The management powers in the articles decide who issues it.

Official sources

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