Legal Services

Corporate Legal Services

Protect your interests with robust legal structuring. From AoA drafting to complex shareholder agreements.

Saudi Corporate Law

The Saudi Legal Framework for Foreign Companies

Saudi Arabia's corporate legal framework was significantly updated with the new Companies Law (issued by Royal Decree M/132 in 2022 and effective from 2023), aligning the Kingdom more closely with international standards while retaining certain specific requirements for foreign investors.

Key features of the legal framework relevant to foreign businesses:

• LLC formation requires Articles of Association (AoA) authenticated by a Notary Public via the MoC/Najiz platform — no longer the manual process of prior years.
• Shareholder agreements are not filed publicly but sit alongside the AoA and govern investor rights in practice.
• Employment contracts must be authenticated on the Qiwa (HRSD) platform — paper contracts alone are no longer sufficient.
• IP rights (trademarks, patents) are registered with the Saudi Authority for Intellectual Property (SAIP) — registration is strongly recommended before market entry to prevent infringement.
• Disputes involving commercial matters are handled by the Commercial Courts. Arbitration is recognised under the Saudi Arbitration Law and SAGIA arbitration rules.

Key Legal Documents for a Saudi LLC

Articles of Association (AoA / Nizam al-Sharika)

The constitutional document of the company. Sets out company name, registered address, objects/activities, share capital, shareholder details, and governance rules. Must be authenticated at the MoC notary and filed with CR. Required by banks, regulators, and counterparties. Must be updated whenever ownership, activities, or key terms change.

Shareholders Agreement

A private agreement between shareholders governing rights not adequately covered in the AoA: pre-emption rights, drag-along/tag-along provisions, deadlock resolution, non-compete obligations, and board representation. Critical for joint ventures and multi-investor structures where alignment is needed beyond the minimum statutory requirements.

General Manager Resolution & POA

Board resolution appointing the General Manager and a Power of Attorney defining their scope of authority. Required by banks, government portals, and counterparties. Must be consistent with the AoA and authenticated.

Employment Contracts

Bilingual (Arabic/English) contracts authenticated on Qiwa. Saudi labour law governs many mandatory terms — notice periods, severance (end of service), working hours, leave entitlements, and probation. Incorrect contracts create significant severance liability.

Articles of Association

Why AoA Drafting Requires Saudi-Specific Expertise

Activity Alignment

The activities listed in your AoA must precisely match your MISA investment license classification. A mismatch between the AoA and MISA license is one of the most common causes of delays at CR registration — and later at bank account opening and government contract bidding.

Arabic Legal Compliance

The Arabic version of the AoA is the legally binding version in Saudi Arabia. Errors in translation, or the use of non-standard Arabic legal terms, can create enforceability issues. Our AoA drafts are reviewed by bilingual legal specialists familiar with the MoC's specific formatting and terminology requirements.

Bank & Regulator Requirements

Banks conduct detailed AoA review as part of corporate account KYC. Regulators (MISA, ZATCA, HRSD) cross-reference the AoA against CR records. A well-drafted AoA aligned across all registrations — rather than an off-the-shelf template — prevents delays at every subsequent step.

Legal FAQ

Common Legal Questions for Saudi Companies

Is English or Arabic the governing language for Saudi contracts?

Arabic is the official language of the Saudi courts. In a dispute, the Arabic version of any contract will be treated as the governing text. For this reason, bilingual (Arabic/English) contracts should be drafted with Arabic as the governing language version, or with a carefully reviewed Arabic translation that matches the English intent. Contracts with international parties sometimes specify a neutral third language and a foreign seat for arbitration — permitted under Saudi law for commercial disputes.

Can foreign companies register trademarks in Saudi Arabia?

Yes. Trademark registration in Saudi Arabia is handled by the Saudi Authority for Intellectual Property (SAIP). Registration is strongly recommended before market entry — Saudi law is broadly protective once a trademark is registered, but enforcement of unregistered marks is harder. Registration is per class of goods/services and typically takes 6–12 months to complete. GCC-wide trademark protection is also available through the GCC Trademark Office for companies wishing to register across all six GCC states simultaneously.

What happens to employees legally if we wind down a Saudi company?

Under Saudi Labour Law, employees dismissed during a company wind-down are entitled to end-of-service gratuity (calculated at half a month's last salary per year for the first five years, and one month per year thereafter). Employees with fewer than 2 years of service receive a pro-rated amount. Termination without cause generally requires giving the statutory notice period or paying in lieu of notice. Legal advice on employee termination before initiating a wind-down is strongly recommended.

Do we need a Saudi lawyer, or can Incorporated handle legal work?

Incorporated handles corporate legal work — AoA drafting and notarisation, shareholder agreements, GM resolutions, and employment contracts. For matters requiring a licensed Saudi lawyer — court representation, regulated legal advice, litigation, or certain licensed professional engagements — we work with trusted licensed legal partners to ensure your needs are fully covered. We are transparent about the boundary and manage the handoff seamlessly.

Articles of Association

Drafting and reviewing the AoA in compliance with the new Saudi Companies Law. We handle electronic attestation via MoC/Najiz.

Shareholder Agreements

Protecting investor rights in Joint Ventures. Defining exit strategies, dispute resolution, and profit distribution clearly.

Commercial Contracts

Drafting bilingual (English/Arabic) service agreements, distribution contracts, and NDAs tailored to Saudi regulations.

Labor Law Compliance

Ensuring employment contracts meet Ministry of Human Resources standards (Qiwa) to avoid labor disputes.

Intellectual Property

Trademark registration with SAIP to protect your brand identity within the Kingdom.

Corporate Restructuring

Advisory on converting branches to LLCs, M&A due diligence, and liquidation services.

Corporate Legal Services — Saudi Arabia

Legal structures that hold up under scrutiny — from regulators and investors alike.

Articles of Association, shareholder agreements, employment contracts, and IP assignments — drafted with precision and aligned to your MISA licence and operating model. We work alongside licensed legal partners where regulated legal advice is required.

Book a Consultation Saudi Arabia Overview →

What Comes Next

Legal foundations feed directly into these operational steps

📋 MISA Licensing Your AoA and shareholder structure must align with your MISA licence scope. We ensure both are consistent from the outset. Explore MISA Setup → 🏦 Saudi Banking Banks require your AoA, UBO declarations, and signatory resolutions as part of KYC. Correct legal documentation accelerates account opening. Explore Saudi Banking → ✅ Compliance Retainer Ongoing compliance — UBO updates, ZATCA certificates, and licence renewals — all require current legal documentation to proceed. Explore Compliance →

Also explore: FDI Strategy → ADGM Holding → Company Formation →

Related Guides

Saudi Company Formation →

Legal entity setup from scratch in Saudi Arabia.

MISA Foreign Investment License →

The foundational license for foreign companies in Saudi Arabia.

MISA License Amendments →

Change activities, ownership, or trade name on your MISA license.