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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
1
The Register should be strictly be kept at the Companies
headquarters in the Kingdom
2
The Register must include the following:
Details of the Shareholder -
Natural person: name, profession, nationality, place of
residency, chosen address for notification, and ID number
("Individual Details")
Juristic person: name and registration number (including place
and date of issuance)
together ("Shareholders Details")
The Register should include specific additional
details* -
The Individual Details of the ultimate shareholders, or the
Individual Details of the natural persons who indirectly
own shares in any of the Companies
The Individual Details of the natural persons who manage the
juristic persons or entities that are direct , or indirect
shareholders in any of the Companies
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
Differences in the Register between the
Companies
Limited Partnership & Limited Liability
Closed Joint Stock
3
Shares
Number and value of shares owned by each shareholder
Number and value of transferred shares and the type of transfer
(i.e. sale, purchase, inheritance or offer)
Date of share transfer
Name of shareholder transferor and new shareholder
transferee
Total number and value of shares owned by the shareholder after
the transfer of shares
Shares
Number, type, category and nominal value of shares owned by
each shareholder along with the amount paid of the shares
value
Any changes that occur to the shareholders' shares
(including details and date of occurrence)
Encumbrances on the shares i.e attachment, mortgages and
details related thereto
Any other details the Board of Directors decides to record in
the register.
Commonalities in the Register that apply to the
Companies
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
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.
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