Saudi Arabia AGM Requirements: Convening & Approval 2026

Joint stock companies (JSCs) must hold an annual general meeting (AGM) to approve the financial statements, appoint or reappoint the auditor, and deal with other matters reserved to the general assembly. This guide covers when to hold the AGM, notice and agenda, quorum and voting, key resolutions, and CMA requirements for listed companies. See annual audit, financial statements, and corporate governance.

Overview

The general assembly (shareholders' meeting) is the supreme body of the JSC. The AGM must be held at least once per year to approve the audited financial statements, the board's report, the auditor's report, and to decide on distribution of profits (if any), appointment of the auditor, and other matters specified in the Companies Law and the company's articles. The board convenes the AGM and sends the notice; shareholders vote in accordance with the law and the articles. Listed companies must also comply with CMA rules on timing, notice, and disclosure. See corporate governance.

When to Hold the AGM

The Companies Law typically requires the AGM to be held within a specified period after the financial year-end (e.g. six months). The exact deadline is in the law and implementing regulations. Ensure the audit is completed and the board has approved the statements in time to send the notice and hold the meeting within the period. Late AGM can attract penalties and may affect the validity of resolutions. For listed companies, the CMA may set additional timing and disclosure requirements.

Notice and Agenda

Shareholders must be given advance notice of the AGM (e.g. at least 21 days or as specified in the law and articles). The notice must include the date, time, place, and agenda. The agenda typically includes: approval of the board's report and financial statements; approval of the auditor's report; allocation of profits; appointment of the auditor; election of board members (if their term has expired); and any other items required by the law or the articles. Shareholders may have the right to add items if they hold a minimum percentage. Listed companies must publish the notice through the exchange and CMA channels.

Quorum and Voting

The AGM is valid only if a quorum is present (in person or by proxy where allowed). The quorum is usually a percentage of the share capital represented (e.g. 25% or 50% for first meeting; lower for adjourned meeting). Resolutions are passed by ordinary majority (majority of votes represented) unless the law or articles require a special majority (e.g. two-thirds for amendments to the articles, capital increase, or merger). Each share typically carries one vote unless the articles provide for multiple voting or non-voting shares. Check the company's articles and the Companies Law for the exact quorum and voting rules.

Key Resolutions

The AGM typically adopts resolutions on: (1) approval of the financial statements and the board's and auditor's reports; (2) allocation of profits (dividends, reserves); (3) appointment or reappointment of the auditor for the next year; (4) election of board members (when terms expire); (5) discharge of the board (release from liability for the past year, subject to law); (6) any other matters on the agenda. Minutes must be kept and signed; resolutions are filed with the Ministry of Commerce and, for listed companies, disclosed to the market. See annual audit.

CMA (Listed Companies)

Listed companies must comply with CMA rules on general assemblies: notice content and distribution (e.g. through Tadawul), timing of disclosure of results, and treatment of related-party transactions and other material items. The CMA may require that certain resolutions be passed by a higher majority or with independent shareholder approval. Ensure the company secretary and board are familiar with the current CMA regulations and that the AGM is conducted and reported in compliance. See corporate governance.

AGM Checklist

Complete the audit and board approval of financial statements before the AGM deadline.
Send notice to shareholders within the required period (e.g. 21 days) with full agenda and supporting documents.
Confirm quorum and voting rules in the articles and law; prepare proxy forms if permitted.
Hold the AGM and pass resolutions; record minutes and have them signed.
File resolutions with the Ministry of Commerce and (if listed) disclose to the CMA and market.

Frequently Asked Questions

Do LLCs have an AGM?

LLCs have a partners' meeting (general assembly of partners) rather than an AGM. The frequency and matters reserved to the partners are set in the articles and the Companies Law. Approval of accounts and distribution of profits are typically required. See company amendments for changes to the company.

Can the AGM be held virtually?

The CMA and the Companies Law may allow or require electronic participation (e.g. by video or voting electronically). Check the current regulations and the company's articles for the permitted methods and any conditions.

What if we do not have quorum?

The meeting may be adjourned to a second date; the quorum for the adjourned meeting is often lower (e.g. 25%). The articles and the law specify the rules. Ensure the notice for the adjourned meeting is valid.

Can shareholders challenge a resolution?

Shareholders may have the right to challenge resolutions that are invalid (e.g. lack of quorum, improper notice, or ultra vires) within a specified period. The Companies Law sets the procedure and time limits.

Is the auditor present at the AGM?

The auditor (or their representative) is typically required to attend the AGM and answer shareholders' questions about the audit and the financial statements. The auditor's report is presented and approved as part of the agenda.

When are dividends paid after the AGM?

The AGM resolution sets the dividend amount and may specify the payment date. Listed companies usually announce the dividend and payment schedule through the exchange. Payment is made to shareholders on the record date. See profit repatriation for cross-border distribution.