To leverage the current absence of a financial fee... This includes companies that were established before the new law took effect on January 19, 2023
The Ministry of Commerce has invited existing companies that were established prior to the new Companies Law coming into effect on January 19, 2023 to take the initiative and modify their articles of association to align with the new Companies Law through the Business Portal, which is a part of the Saudi Center for Economic Initiatives.
The Ministry explained that the modification of the companies' articles of association is in accordance with Royal Decree No. (M/132) dated 1/12/1443H, which requires all existing companies to adjust their status in line with the provisions of the new Companies Law when it became effective on January 19, 2023.
Companies were encouraged to visit the Business Portal at business.sa, access the “Amendment of Articles of Association" service, select the modification reason as "Alignment," and submit the application electronically. This allows companies to take advantage of the current exemption from publishing fees and make the most of the electronic services offered by various government entities.
The key benefits of amending the articles of association include:
Small and micro-sized companies that meet specific criteria can take advantage of an exemption from the requirement to appoint auditors under the law.
Electronic verification of data in the articles of association is possible and can be accessed by both the public and private sectors.
Companies have the flexibility to modify all clauses of their current articles of association by submitting a request for an amendment.
This opportunity is companies having paper and electronic articles, as well as companies licensed by the Ministry of Investment.
The ministry clarified that the request for amending the articles of association must be submitted by a partner, director, or authorized representative of the company. For joint-stock and simplified joint-stock companies, it is mandatory to have a special general assembly resolution approving these amendments. The request can only be submitted to the main company records.
It's important to note that there are certain situations where requests to amend the articles of association cannot be submitted. These include cases where there are existing renewal or modification requests for the current commercial register, when there is already an amendment request for the articles of association of the same company, or when the commercial register status of the company is expired.
Regarding the specific clauses that can be modified in the articles of association, these changes depend on the type of company entity. Some clauses may undergo complete or partial modifications, while others may remain unchanged. These clauses typically cover aspects such as partners, company name, company objectives, capital, and company management.