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Model Articles of Association
"I need model articles of association for a private limited company with a board of 5 directors, quarterly meetings, and a quorum of 3 directors, including provisions for electronic voting and conflict resolution."
What is a Model Articles of Association?
Model Articles of Association are standardized templates created by Saudi Arabia's Ministry of Commerce that outline how a company should be run and governed. They serve as a ready-made rulebook covering essential aspects like shareholder rights, board meetings, and decision-making processes.
Companies can adopt these model articles as-is when registering their business, saving time and ensuring compliance with the Saudi Companies Law. While larger corporations often customize their articles, many small and medium enterprises find these pre-approved templates perfectly suitable for their needs, especially during initial setup.
When should you use a Model Articles of Association?
Model Articles of Association become essential when you're registering a new company in Saudi Arabia, particularly if you need to launch quickly and cost-effectively. They're especially valuable for small to medium enterprises, startups, and first-time business owners who want a reliable foundation for their company structure.
These templates prove most useful during initial company formation, when you need to meet Ministry of Commerce requirements without extensive legal consultation. They're also helpful when establishing subsidiaries or joint ventures where standard governance structures work well. Many entrepreneurs use them to fast-track their business registration while ensuring full compliance with Saudi regulations.
What are the different types of Model Articles of Association?
- Basic Model Articles: The standard template for limited liability companies (LLCs), covering essential governance structure, shareholder rights, and management roles
- Joint Stock Company Articles: More complex versions designed for larger corporations, with detailed provisions for board operations and shareholder meetings
- Professional Company Articles: Tailored for professional services firms, focusing on partner qualifications and profit-sharing arrangements
- Single-Member Company Articles: Simplified versions for sole proprietorships, with streamlined decision-making processes
- Holding Company Articles: Enhanced versions with provisions for managing subsidiaries and investment portfolios
Who should typically use a Model Articles of Association?
- Company Founders: Initiate the process by selecting and adapting Model Articles during business registration with the Ministry of Commerce
- Legal Consultants: Review and customize the templates to ensure alignment with specific business needs while maintaining regulatory compliance
- Board Members: Follow and implement the governance framework outlined in the Articles for decision-making and oversight
- Shareholders: Bound by the provisions regarding voting rights, profit distribution, and transfer of shares
- Company Secretary: Maintains and updates the Articles, ensuring ongoing compliance with stated procedures
How do you write a Model Articles of Association?
- Business Details: Gather company name, capital structure, ownership percentages, and main business activities
- Management Structure: Define board composition, roles of directors, and decision-making authorities
- Shareholder Rights: Outline voting mechanisms, profit distribution formulas, and share transfer procedures
- Operational Rules: Determine meeting frequencies, quorum requirements, and record-keeping procedures
- Legal Requirements: Check current Ministry of Commerce guidelines for mandatory provisions and format
- Template Selection: Choose the appropriate model template based on company type and customize key sections
What should be included in a Model Articles of Association?
- Company Information: Legal name, type of entity, registered office address, and duration of company
- Capital Structure: Share capital amount, number of shares, classes of shares, and par value
- Management Framework: Board composition, appointment procedures, and scope of authority
- Shareholder Provisions: Voting rights, general assembly procedures, and profit distribution methods
- Transfer Regulations: Share transfer restrictions, pre-emptive rights, and valuation mechanisms
- Dispute Resolution: Arbitration procedures and governing law under Saudi jurisdiction
- Amendment Process: Procedures for modifying articles and required approval thresholds
What's the difference between a Model Articles of Association and a Memorandum of Association?
Model Articles of Association differ significantly from the Memorandum of Association, though both are crucial company formation documents in Saudi Arabia. Let's explore their key distinctions:
- Purpose and Scope: Model Articles focus on internal governance rules and operational procedures, while the Memorandum of Association defines the company's relationship with outside stakeholders and fundamental characteristics
- Content Focus: Model Articles detail day-to-day management, shareholder rights, and board responsibilities. The Memorandum covers company name, objectives, capital structure, and registered office
- Modification Process: Model Articles can be amended through shareholder resolutions, while Memorandum changes often require Ministry of Commerce approval
- Timing of Creation: The Memorandum must be created first during company formation, followed by the Articles which build upon its foundation
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