Companies Law

1. The following words and phrases, wherever used in this Law, shall have the meanings indicated in front of each of them, unless the context requires otherwise: Kingdom: Kingdom of Saudi Arabia. Law: Companies Law. Regulations: Regulations issued to implement the provisions of the Law. Ministry: Ministry of Commerce. Minister: Minister of Commerce. Authority: Capital Market Authority. The competent authority: The Ministry, except for matters related to joint-stock companies listed on the financial market, which shall fall under the Authority. Relatives: A- Fathers, mothers, grandparents and great-grandparents, regardless of how far up the lineage they go. B- Children and their children, and Their grandchildren, regardless of how far down the lineage they go. C- Husbands and wives. Day: A calendar day, whether or not it is a working day. 2. Without prejudice to the provisions of the Law, the Regulations shall include definitions of other words and phrases contained in the Law.

A company is a legal entity incorporated in accordance with the provisions of the Law based on a memorandum of association or articles of association whereby two (2) or more persons undertake to each contribute to a profit-oriented project by providing a share of money or labor or both to share the profit or loss arising from this project. Exceptionally, a company may be incorporated by the unilateral will of a single person in accordance with the provisions of the Law, and non-profit companies may be incorporated in accordance with article One hundred eighty-five ( 185), One hundred eighty-six (186), One hundred eighty-seven (187), One hundred eighty-eight (188), One hundred eighty-nine (189), One hundred ninety (190), One hundred ninety-one (191), One hundred ninety-two (192), One hundred ninety-three (193), One hundred ninety-four (194), One hundred ninety-five (195) and One hundred ninety-six (196) of the Law. Article 3: A company incorporated in accordance with the provisions of the Law shall be considered Saudi nationality, and its headquarters must be located in the Kingdom.

A company incorporated in accordance with the provisions of the Law shall take (1) one of the following forms: A- Partnership company. B- Limited Partnership. C- Joint Stock Company. D- Simplified Joint Stock Company. E- Limited Liability Company.

1. Each company shall have a commercial name in Arabic or another language, and the name may be a derivative of its purpose, a distinctive name, or the name of one (1) or more of its current or former partners or shareholders, or both, provided that it is not contrary to the Trade Names Law and other laws and regulations in force in the Kingdom. 2. The consent of the partner or shareholder, or his heirs if he died without consent, must be obtained in the case where the trade name includes any of the names of the former partners or shareholders of the company. 3. The trade name must be accompanied by an indication of the company's form. 4. The company's trade name may be amended in accordance with the conditions prescribed for amending the company's memorandum of association or articles of association, and the amendment shall not prejudice the company's rights, obligations or statutory measures taken or taken against it prior to the amendment.

1. Anyone who actively participates in the incorporation of the company and contributes to its capital with a share in cash or in kind is considered a founder. 2. The founders submit an application for incorporation and registration to the Commercial Registry, accompanied by the memorandum of association or articles of association and the necessary data and documents according to the form of the company. 3. The Commercial Registry shall decide on the application that fulfills the necessary data and documents in accordance with the provisions of the Law. 4. If the application is rejected, it must be reasoned, and the founders have the right to appeal to the Ministry within (60) sixty days from the date they were informed of the rejection of the application. 5. If the appeal is rejected or if it is not considered within (30) thirty days from the date of the application, the founders have the right to appeal to the competent judicial authority.

1. Every company incorporated in accordance with the provisions of the Law shall have a Memorandum of Association, except for the Joint Stock Company, Simplified Joint Stock Company and Limited Liability Company owned by one (1) person, each of which shall have a Memorandum of Association. 2. The company's memorandum of association or articles of association must include the terms, conditions and data required by law and in accordance with the company's form. 3. The company's Memorandum of Association or Articles of Association must be in Arabic and may be accompanied by a translation into another language. 4. The Ministry prepares indicative models for the company's articles of incorporation and articles of association in accordance with the company's form.

1. The company's memorandum of association or articles of association, and any amendment thereto, must be in writing, otherwise the memorandum, articles of association or amendment shall be invalid, and the company's formation or amendment of its memorandum of association or articles of association shall be after fulfilling the necessary requirements as stipulated in the law and regulations. 2. The founders, partners, directors or board members, as the case may be, must register the company's memorandum of association or articles of association and any amendments thereto with the Commercial Registry, and the Commercial Registry shall publish the necessary data or documents in accordance with the provisions of the law and regulations. Those who cause the failure to register the documents with the Commercial Registry shall be jointly liable for compensation for the damage caused to the company, partners, shareholders or third parties as a result of the failure to register. 3. The data and documents stipulated in paragraph (2) two of this Article shall be accessible to third parties, and the data and documents extracted from the Commercial Register shall be considered evidence in the face of the company and third parties. 4. The Memorandum of Association or Articles of Association of the Company or any amendment thereof may not be invoked against third parties except after registration with the Commercial Registry, and if one (1) or more statements are not registered, they alone shall be ineffective against third parties.

1. The company acquires legal personality after it is registered with the Commercial Registry, however, during the period of formation, the company shall have legal personality to the extent necessary for its incorporation, provided that the formation process is completed. 2. The registration of the company with the Commercial Registry entails the transfer of all contracts and works performed by the founders for its account to its liability, and the company bears all the expenses they spent in order to incorporate the company. 3. If the procedures for the incorporation of the company are not fulfilled as specified in the Law, the persons who dealt or acted in the name or for the account of the company shall be personally liable in all their assets and jointly and severally against third parties for the acts and deeds issued by them during the period of incorporation.

The Company shall carry out its purposes after it is registered with the Commercial Registry and obtains the necessary licenses from the concerned authorities, if any.

1. The founders, partners or shareholders, whether during or after the period of the company's incorporation, may: A- Conclude (1) one or more agreements regulating the relationship between them or with the company, including how their heirs may enter the company, whether personally or through a company they incorporate for this purpose. B- Concluding a family charter that includes the organization of family ownership in the company, its governance and management, labor policy, employment policy of family members, distribution of profits, disposal of shares or stocks, dispute resolution mechanism, and others. 2. The family agreement or charter shall be mandatory and may be part of the company's memorandum of association or articles of association. It must not contravene the Law, the Memorandum of Association or the Articles of Association.

Contracts, abstracts and other documents issued by the company must be marked with the following statements: A- The company's name, form, head office address, email address, if any, and registration number with the Commercial Registry. B- The company's capital and the amount paid from it. This excludes the partnership company and the limited partnership company. C- The words (under liquidation) added to the company's name during the liquidation period.

1. A partner's or shareholder's share may be in cash or in kind, or both. 2. With the exception of joint stock and simplified joint stock companies, the partner's share may be a work in exchange for a percentage of the profits, the amount of which is specified in the company's articles of incorporation, and may not be his reputation or influence. 3. Cash and in-kind shares alone shall constitute the capital of the company. 4. Without prejudice to the provisions of the Law, the founders, partners or shareholders may provide shares or stocks in the company's capital to a person in exchange for performing work or services that benefit the company and achieve its objectives.

1. If the partner or shareholder's share is a property right, a benefit right or any other right in kind, he shall be responsible, in accordance with the provisions of the contract of sale, for guaranteeing the share in case of loss, exposure, maturity, defect or deficiency in the share, and if his share is merely the usufruct of a personal right over the property, the provisions of the lease contract shall apply, unless otherwise agreed upon. 2. If the partner's share is a labor, he must perform the work he has undertaken, and any profit resulting from this work shall be the right of the company, and he may not engage in this work for his own account. However, he shall not be obligated to provide the company with the rights he has obtained to the intellectual property resulting from this work, unless he agrees to do so. Article 15: 1. Each partner is indebted to the company for the share he has pledged. 2. If a partner fails to provide his share in the company's capital within the specified time limit, the company may demand that he fulfill his pledge, or suspend the enforcement of the rights related to his shares, such as the right to receive profits or the right to vote in the General Assembly or on the partners' decisions, with the company reserving in all cases the right to demand compensation for the damage resulting therefrom.

The company's fiscal year shall be (12) twelve months as specified in its Memorandum of Association or Articles of Association. However, the first (1) financial year may be set at not less than (6) months and not more than (18) eighteen months starting from the date the company is registered with the Commercial Registry.

1. The Company shall keep accounting records and supporting documents to explain its business, contracts and financial statements at the Company's head office or at any other place determined by the Company's director or board of directors. 2. Financial statements must be prepared at the end of each fiscal year in accordance with the accounting standards adopted in the Kingdom, and filed as specified by the regulations within (6) six months after the end of the fiscal year, in accordance with the provisions of the Law. 3. If the preparation of the initial or annual financial statements requires the controlling company or the company that owns shares or stocks in the capital of another company to obtain information from the controlling company or the company that owns shares or stocks in its capital, it must provide such information to the extent that enables the controlling company or the owning company to prepare its financial statements in accordance with the accounting standards adopted in the Kingdom. 4. The Authority shall establish controls for the provision of information referred to in paragraph (3) three of this Article by joint stock companies listed on the financial market.

1. The Company shall have an auditor (or more) from the auditors licensed in the Kingdom who shall be appointed and whose fees, duration and scope of work shall be determined by the partners, the General Assembly or the shareholders, as the case may be, and who may be reappointed. The regulations shall specify the maximum duration of the work of the individual auditor or the company and its partner supervising the audit. 2. The partners, the General Assembly or the shareholders, as the case may be, may dismiss the auditor, without prejudice to his right to compensation for the damage caused to him if he has the right to do so. The Director or the Chairman of the Board of Directors shall inform the competent authority of the removal decision and its reasons within a period not exceeding (5) five days from the date of issuance of the decision. 3. The auditor may resign his assignment by written notification submitted to the Company, and his assignment shall terminate from the date of submission or on a later date specified in the notification, without prejudice to the Company's right to compensation for the damage caused to it, if necessary. The resigning auditor shall be obligated to submit to the company and the competent authority - upon submission of the notification - a statement of the reasons for his resignation, and the company's director or board of directors shall invite the partners or shareholders to the meeting or the general assembly to convene - as the case may be - to consider the reasons for resignation and the appointment of another auditor.

1. The provision relating to the mandatory appointment of an auditor contained in Article (18) eighteen of the Law shall not apply to micro and small companies, except for the following micro and small companies: A- Those whose articles of association or memorandum of association stipulate this. B- Listed on the financial market. C- Issuing debt instruments, traded financing deeds, preference shares, or redeemable shares. D- Those that are required to appoint an auditor in accordance with the relevant regulations. E- Foreign. F- Which owns another company or is a subsidiary of another company unless the description of a micro or small company applies to all of those companies. For the purposes of applying this paragraph, the regulations specify the criteria by which a company is characterized as a micro or small company. 2. For the provision in paragraph (1) one of this Article to apply, the company must be characterized as a micro or small company during the first (1) fiscal year of its registration with the Commercial Registry, or during (2) two consecutive fiscal years. 3. (1) one or more partners or shareholders in the company to which the provision of paragraph (1) one of this Article applies, who represent at least (10%) ten precent of its shares or stocks with voting rights, may request - in writing - from the company to appoint an auditor in accordance with the regulations specified by the regulations. 4. The provision relating to the mandatory appointment of an auditor contained in Article (18) eighteen of the Law shall not apply to a partnership company except in one (1) of the following cases: A- If all partners are legal persons taking any form of company other than a partnership company. B- If all the partners are legal persons taking the form of a partnership company and the partners are legal persons taking any form of company other than a partnership company. C- If the company's memorandum of association stipulates his appointment.

1. The company's auditor must be independent as determined by the professional standards adopted in the Kingdom. 2. The auditor's work may not be combined with participation in the incorporation, management, or membership of the board of directors of the company he is auditing. The auditor may not be a partner, employee, or relative of any of the company's founders, directors, or board members. He may not buy or sell shares or stocks in the company he is auditing during the audit period, 3. The company's auditor may not perform technical, administrative or consultancy work in or for the benefit of the company whose accounts he is auditing, except as specified by the regulations. 4. The auditor may, at any time, review the company's documents, accounting records and supporting documents, and may request the data and clarifications he deems necessary to verify the company's assets and liabilities, and other matters within the scope of his work. The company's director or board of directors shall enable him to fulfill his duty. If the auditor encounters difficulty in this regard, he shall prove this in a report submitted to the director or the board of directors. If the director or the board of directors does not facilitate the auditor's work, he shall request them to invite the partners or shareholders to the meeting or the general assembly, as the case may be, to consider the matter. The auditor may issue this invitation if the director or the board of directors does not issue it within (30) thirty days from the date of the auditor's request. 5. The auditor shall submit to the partners, the General Assembly at its annual meeting, or the shareholders, a report on the company's financial statements prepared in accordance with the auditing standards adopted in the Kingdom, including the position of the company's management in enabling him to obtain the data and explanations he requested, any violations of the provisions of the Law, the company's memorandum of association or its articles of association within his jurisdiction, and his opinion on the fairness of the company's financial statements. The auditor must read his report or review a summary of it at the Annual General Meeting, or present the report by passing, as the case may be, in accordance with the provisions of the Law. 6. The auditor may not disclose to the partners or shareholders at a meeting other than the General Assembly or to third parties any of the company's secrets that he has discovered due to the performance of his work, otherwise he may be required to compensate him, in addition to the right to dismiss him. 7. The auditor shall be responsible for what is stated in his report and for any damage caused to the company, partners, shareholders or third parties due to errors made by him in the performance of his work. If the company has more than (1) one auditor, they shall be jointly liable, except for the (1) one who proves that he did not participate in the liability-incurring error.

Partners and shareholders have the right to control the company's accounts in accordance with the provisions stipulated in the law and the company's memorandum of association or articles of association.

1. Annual or interim dividends may be distributed from distributable profits to partners or shareholders in joint stock, simplified joint stock, and limited liability companies. 2. If profits are distributed to partners or shareholders in violation of the provision of paragraph (1) one of this Article, the company's creditors may claim them, and the company may require each partner or shareholder - even if he is bona fide - to return what he received from them. 3. A partner or shareholder shall not be obligated to return the profits distributed to him in accordance with the provisions of paragraph (1) one of this Article, even if the company suffers losses in subsequent periods. 4. The regulations shall specify the necessary controls to implement the provisions of this Article. Article 23: 1. All partners shall share profits and losses according to the proportion of their share in the capital. If they agree to deprive any of them of profit or to exempt them from loss, this agreement shall be considered as if it did not exist. However, it is permissible to agree in the company's memorandum of association to vary the proportions of the partners in profits and losses. 2. It is permissible to agree to exempt a partner who has only provided his labor from contributing to the loss, provided that he has not been paid for his labor.

If the partner's share is limited to his labor, and the company's articles of incorporation do not specify his share in the profit or loss, his share shall be the same as the share of the least partner in the company's capital. If, in addition to his labor, the partner provides a cash or in-kind share, he shall have a share in the profit or loss for his labor share and another share for his cash or inkind share.

1. The ownership of shares in the partnership company, the limited partnership company and the limited liability company shall be transferred by registration in the Commercial Register, and the transfer of ownership of the share shall not be considered against the company or third parties except from the date of such registration. 2. The stocks of the unlisted joint stock company and the simplified joint stock company shall be traded by registration in the shareholders' register stipulated in Article (112) one hundred and twelve of the Law, and the transfer of share ownership shall not be considered in the face of the company or third parties except from the date of such registration. 3. The stocks of the listed joint stock company shall be traded in accordance with the provisions of the Capital Market Law and its executive regulations.

A company director or board member must adhere to the duties of care and loyalty, especially the following: A- Perform his duties within the limits of the powers assigned to him. B- Work in the interest of the company and promote its success. C- Make or vote on decisions independently. D- Use reasonable and foreseeable care, attention, diligence and skill. E- Avoid conflicts of interest. F- Disclose any direct or indirect interest in the business and contracts carried out on behalf of the company. G- Not to accept any benefit granted to him from third parties in relation to his role in the company. The regulations shall specify the provisions of this article.

1. Neither the director of the company, nor a member of its Board of Directors, may have any direct or indirect interest in the works and contracts carried out on behalf of the company, except with the authorization of the partners, the General Assembly, the shareholders or those who authorize him. 2. Neither the director of the company, nor a member of its Board of Directors, may participate in any work that would compete with the company or compete in any of the branches of the activity it is engaged in, except with the authorization of the partners, the General Assembly, the shareholders, or those who authorize him. 3. A director of the company, nor a member of its board of directors, may not exploit the company's assets, information or investment opportunities presented to him as a director or member of its board of directors or presented to the company to achieve his direct or indirect interest. 4. The regulations shall specify the controls necessary to implement the provisions of paragraphs one (1), two (2) and three (3) of this Article. 5. The provision of paragraph one (1) of this Article shall not apply to the following: A- Businesses and contracts that are carried out in accordance with public competition. B- Works and contracts that aim to fulfill personal needs if they are carried out under the same terms and conditions that the company follows with the general customers and contractors and are within the company's usual activity. C- Any other works or contracts specified by the regulations in a manner that does not contradict the company's interest. 6. In the event that its director or board member violates paragraph one (1) of this Article, the Company shall have the right to claim before the competent judicial authority to annul the contract, and obligate him to pay any profit or benefit realized from it. 7. In the event that its director or board member violates paragraph two (2) of this Article, the company shall have the right to claim before the competent judicial authority for appropriate compensation.

1. The director and members of the board of directors shall be jointly liable to compensate the company, partners, shareholders or third parties for damage arising from the violation of the provisions of the law, the company's memorandum of association or articles of association, or from their errors, negligence or default in the performance of their duties. Any condition stipulating otherwise shall be deemed to be null and void. 2. Liability shall be either personal to an individual director or member, or joint to all directors or all members of the Board of Directors if the decision is issued unanimously, and if the decision is issued by a majority of opinions, dissenting directors or members shall not be held liable if they expressly state their objection in the minutes of the meeting. Absence from the meeting in which the decision is issued shall not be considered a reason for exemption from liability unless it is proven that the absent director or member was unaware of the decision or was unable to object to it after being informed of it. 3. The company shall provide insurance coverage for its director or board member during his term of office or membership against any liability or claim arising from his capacity.

1. The company may file a liability suit against the director or members of the board of directors for violating the provisions of the law, the company's memorandum of association or articles of association, or for their errors, negligence or failure to perform their duties, resulting in damage to the company, and the partners, general assembly or shareholders shall decide to file this suit and appoint someone to represent the company in pursuing it. If the company is in liquidation, the liquidator shall file the suit. In the event that any liquidation proceedings are opened against the Company in accordance with the Bankruptcy Law, the filing of this lawsuit shall be by its legal representative. 2. A partner or shareholder or more representing (5%) five percent of the company's capital, unless the company's memorandum of association or articles of association stipulate a lower percentage, may file a suit for the company's liability in case the company fails to file it, provided that the main objective of filing the suit is to achieve the interests of the company, that the suit is based on a valid basis, and that the plaintiff is bona fide and a partner or shareholder in the company at the time of filing the suit. 3. The filing of the suit referred to in paragraph (2) two of this Article shall be subject to informing the company's director or board members, as the case may be, of the intention to file the suit at least (14) forteen days prior to the date of filing the suit. 4. A partner or shareholder may file his personal lawsuit against the director or members of the board of directors if the error committed by them would cause him special damage.

1. The approval of the partners, general assembly or shareholders, as the case may be, to discharge the director or members of the board of directors shall not prevent the filing of lawsuits in accordance with Article twenty nine (29) of the Law. 2. Except in the cases of forgery and fraud, a liability suit shall not be heard after (5) five years from the end of the financial year of the company in which the harmful act occurred or (3) three years from the end of the director's employment or the member's membership in the board of directors concerned, whichever is later.

A company director or board member shall be deemed to have performed his duty in the decision he took or voted on in good faith, if the following is true: A- If he has no interest in the subject matter of the decision. B- If he is informed and familiar with the subject matter of the decision to the extent appropriate in the surrounding circumstances according to his reasonable belief. C- If he firmly and rationally believes that the decision is in the best interests of the company. The burden of proof to the contrary shall be on the plaintiff. For the purposes of this Article, a decision means acting or not acting on a matter relating to the Company's business.

The competent judicial authority may, at the request of the partner or shareholder, charge the company the expenses it incurs to file a liability lawsuit, regardless of its outcome, if he files the lawsuit in good faith, and it is in the company's interest to file such lawsuit.

The personal creditor of a partner or shareholder may request the competent judicial authority to collect his right from the share of the debtor partner or shareholder in the net profits distributed. If the company lapses, the creditor's right shall be transferred to his debtor's share in the excess of the company's funds after paying its debts. Article 34: In addition to the right referred to in Article (33) thirty three of the Law, the personal creditor of a partner or shareholder may request the competent judicial authority to: A- Sell the necessary shares of that partner in order to receive his right from the proceeds of their sale, and the remaining partners shall have the right to recover those shares in accordance with the provisions of the Law. B- Selling the necessary stocks of that shareholder to receive his right from the proceeds of their sale. The shareholders of the unlisted joint stock company and the simplified joint stock company shall have the priority to purchase these shares within (15) fifteen days from the date they are offered for sale if the company's articles of association so stipulate.

Partnership company: It is a company incorporated by (2) two or more natural or legal persons who are personally liable in all their assets and jointly for the company's debts and obligations, and the partner acquires the status of a merchant.

The memorandum of association of a partnership company must include the following information: A- Partners' names and details. B- Company name. C- The company's headquarters. D- The purpose of the company. E- The company's capital and its distribution to the partners, and an accurate definition of the share that each partner has pledged to provide and when it is due. F- Duration of the company, if any. G- Management of the company. H- Partners' resolutions and the quorum required for their issuance. I- How to distribute profits and losses among the partners. J- The start and end date of the fiscal year. K- Termination of the company. L- Any other terms, conditions or data that the partners agree to include in the company's memorandum of association that does not conflict with the provisions of the Law. Article 37: 1. The management of the partnership company shall be carried out by its partners, and the legal person shall determine its representative in the management. The partners may agree, in the company's articles of association or in a separate contract, to appoint (1) one or more directors from among themselves or others. 2. If there are multiple directors - whether partners or others - without specifying the competence of each of them and without stipulating that none of them may be alone in management, each of them may independently perform any act of management, and the other directors may object to any act before it is binding on others, and in this case the majority of the directors' opinions shall prevail, and if the opinions are equal, the matter must be submitted to the partners to issue a decision in accordance with Article (38) thirty- eight of the Law. 3. The director - or directors if there are several - shall perform all acts of management that fall within the purpose of the company and represent it before the judiciary, arbitration bodies and third parties, unless the company's memorandum of association expressly provides for the restriction of his powers. In all cases, the company shall be bound by every act performed by the director in its name and within the limits of its purpose, unless the person with whom he dealt in bad faith.

Decisions of the partners shall be issued by a numerical majority, unless the decision relates to amending the company's memorandum of association, which must be issued by the unanimity of the partners, unless otherwise stipulated in the memorandum of association.

It is prohibited for a director to engage in activities that exceed the purpose of the company except by a decision of the partners or an express provision in the company's memorandum of association. This prohibition applies in particular to the following acts: A- Establishing or closing branches of the company. B- Donations, except for the usual small donations. C- Guaranteeing the company to third parties. D- Reconciliation of the company's rights. E- Selling or mortgaging the company's real estate, unless the sale is within the company's purpose. F- Selling or mortgaging the company's commercial shop (store). G- Borrowing on behalf of the company. Article 40: A partner may not, without the consent of the other partners, engage for himself or on behalf of others in an activity similar to that of the company, nor may he be a partner, director or board member in a company that competes with it or an owner of shares or stocks representing an influential percentage in another company practicing the same activity. If the partner violates this, the company may request the competent judicial authority to consider the actions he performed for his own account as having been performed on behalf of the company, and the company may, in addition, demand compensation from him.

A non-managing partner may not interfere in the management of the company. He or his authorized representative may, twice (2) during the financial year, inspect the company's business, examine its records and documents, extract a summary statement of the company's financial condition from these records and documents, and provide opinions to the director of the company. Any agreement to the contrary shall be deemed null and void.

1. Unless otherwise stipulated in the company's articles of association, if the director is a partner appointed in the company's articles of association, he may only be removed by a decision issued by the unanimous consent of the other partners, and if he is appointed in a separate contract, he may be dismissed by a decision issued by a numerical majority of the partners. 2. If the director is a non-partner, whether appointed in the company's articles of association or in a separate contract, he may be removed by a decision issued by a numerical majority of the partners. 3. A director appointed in the company's memorandum of association or in a separate contract, whether he is a partner or not, may be dismissed by a final judgment of the competent judicial authority. 4. The dismissal of the director shall not result in the dissolution of the company, unless stipulated in the company's memorandum of association.

1. The director of the company, whether one (1) of the partners or others, may resign from management, provided that he informs the partners in writing of his resignation at least (60) sixty days before its effective date, unless the company's memorandum of association or the independent contract appointing him stipulates otherwise, otherwise he shall be liable for compensation for the damages resulting from his resignation. 2. The resignation of a director shall not result in the dissolution of the company, unless the company's articles of incorporation stipulate otherwise.

1. Partners' shares may not be represented by tradable deeds. 2. A partner may not assign his shares, in whole or in part, except subject to the restrictions stipulated in the company's memorandum of association or with the consent of the other partners. Any agreement to assign shares without observing the restrictions or the consent of the partners shall be void. This assignment must be registered with the Commercial Registry. 3. A partner may assign to third parties the financial rights related to his share in the company, and this assignment shall have no effect except between the two (2) parties.

1. If a new partner joins the company with a new share, he shall be personally liable in all his assets and jointly with the other partners for the debts of the company prior to and subsequent to his joining. However, it may be agreed to exempt him from liability for previous debts by the unanimous agreement of the partners, and this agreement shall be effective in the face of creditors from the date of its registration and publication in the Commercial Registry. 2. If a partner withdraws from the company or is dismissed from it, he shall not be liable for the debts that arise after his withdrawal or dismissal is registered and publicized at the Commercial Registry, and he shall remain liable for the debts that arose before that, unless he is exempted with the consent of the other partners and the company's creditors. 3. If one (1) of the partners assigns his share, the assignee shall be liable to the Company's creditors for its debts before and after his joining, and the assignee shall not be liable for the debts of the Company's creditors unless they object to his exemption from liability within (30) thirty days from the date the Company informs them thereof, and in case of objection, the assignee shall be jointly liable for the debts prior to his assignment. Article 46: 1. Unless otherwise provided in the company's Memorandum of Association, a partner may withdraw from the company at his own will, provided he informs the other partners at least (60) sixty days prior to the date he has set for withdrawal. 2. It may be agreed in the company's articles of association on the procedures for the expulsion of the partners from the company. If the contract does not include this, the numerical majority of the partners may apply to the competent judicial authority to dismiss (1) one or more partners from the company if there are legitimate reasons for this, and the company shall continue to be maintained among the remaining partners. 3. The partner who withdraws from the company, or the other partners in the case of expulsion of a partner, must register and publicize this at the Commercial Registry, and the withdrawal or expulsion shall not be effective against third parties until after registration and publicity. 4. The competent judicial authority may, at the request of (1) one or more partners, decide to dissolve the company if its continuation is not possible between the partners.

1. The profits and losses and the share of each partner therein shall be determined at the end of the company's fiscal year from financial statements prepared in accordance with the accounting standards adopted in the Kingdom, and each partner shall be considered a creditor of the company with his share of the profits once this share is determined, unless the company's memorandum of association provides for special provisions for profits and losses. 2. What is reduced from the company's capital due to losses shall be supplemented from the profits of the following years, and otherwise the partner may not be obliged to supplement what is reduced from his share in the capital due to losses except with his consent.

1. A partner may not be required to pay a debt owed by the company until such debt has been established on the basis of a final judicial judgment or an executive deed, and after it has been warned to fulfill the debt and it is not possible to collect the right from it. 2. Upon payment of the company's debt, the partner shall have recourse against the other partners in proportion to what he has paid for his share. Article 49: 1. Unless the value of the shares is agreed upon or the company's memorandum of association stipulates the method of valuation, the value of the partner's share in the company if he withdraws or is dismissed from the company, or if any of the liquidation procedures are opened against him in accordance with the bankruptcy law, or if he dies and his heirs do not join the company; according to a report prepared by (1) one or more certified assessors indicating the fair value of each partner's share in the company's assets on the date of the occurrence of the incident, and the partner or his heirs shall have no share in what emerges after that except to the extent that these rights result from operations prior to that incident. 2. Unless the company's memorandum of association stipulates the method of valuation of the partner's share if he assigns it, his share shall be valued according to the value agreed upon with the assignee.

1. The partnership company shall not be terminated by the death of any of the partners, nor by the imprisonment of any of the partners, nor by the opening of any liquidation proceedings against him in accordance with the Bankruptcy Law, nor by his dismissal, nor by his withdrawal, unless the articles of association of the company so stipulate. In this case, the company shall continue among the remaining partners, and this partner or his heirs shall have only his share in the company's assets, and this share shall be assessed in accordance with Article forty- nine (49) of the Law. 2. The articles of association of the company may stipulate that in the event of the death of any of the partners, the company shall continue with the heirs of the deceased, even if they are minors or legally prohibited from practicing business, and the heirs of the partner who are minors or legally prohibited from practicing business shall not be liable for the debts of the company while it continues except to the extent of their respective shares in the capital of the company. In this case, the company must be converted within a period not exceeding (1) one year from the date of their inheritor's death into a Limited Partnership company in which the minor or the person legally prohibited from practicing business becomes a testamentary partner; otherwise, the company becomes lapsed by force of law upon the expiration of that period, unless the minor - during this period - reaches the age of majority or the reason for prohibition from practicing business ceases to exist and that minor or person prohibited from practicing business wishes to be a joint partner. 3. If, upon the death of any of the partners, or the seizure, or the opening of any of the liquidation procedures against him in accordance with the Bankruptcy Law, or his withdrawal or dismissal, only (1) one partner remains in the company, this partner shall be given a period of (90) ninety days to correct the status of the company either by incorporating another partner or converting it to another form of the companies listed in the Law, otherwise the company shall be terminated by the force of the Law upon the expiration of this period of time.

1. A limited partnership company: It is a company consisting of (2) two teams of partners, (1) one team that includes at least (1) one natural or legal partner who is personally liable in all his assets and jointly for the company's debts and obligations, and another team that includes at least (1) one natural or legal partner who is a testator who is not liable for the company's debts and obligations except to the extent of his share in the company's capital. The testamentary partner does not acquire the status of a merchant. 2. The partnership partners in a limited partnership company shall be subject to the provisions applicable to the partners in a partnership company. 3. The limited partnership company shall be subject to the provisions of the partnership company unless specifically stipulated in articles fifty- one (51), fifty- two (52), fifty- three (53), fifty- four (54), fifty- five (55), fifty- six (56) and fifty- seven (57).

The memorandum of association of a limited partnership company must include the following information: A- The names of the partners, and their data. B- The name of the company. C- The company's headquarters. D- The purpose of the company. E- The capital of the company and its distribution to the partners, and an adequate definition of the share that each partner has pledged to provide and when it is due. F- Duration of the company, if any. G- Management of the company. H- Partners' decisions and the quorum required for their issuance. I- How to distribute profits and losses among the partners. J- The start and end date of the fiscal year. K- Dissolution of the company. L- Any other terms, conditions or data that the partners agree to include in the company's memorandum of association that does not conflict with the provisions of the Law. Article 53: 1. Twice (2) during the financial year, the testamentary partner, or his authorized representative, may inspect the company's business operations, examine its records and documents, and obtain a summary statement of the company's financial condition from these records and documents. 2. A testamentary partner may not interfere in the work of the external management, even if a power of attorney is issued to him, and if he interferes, he shall be personally liable in all his assets and jointly for the company's debts and obligations resulting from his actions. However, the testamentary partner may participate in the internal management of the company as stipulated in its memorandum of association, and this participation does not give rise to any obligation on his part unless his actions lead third parties to believe that he is a joint partner, in which case he shall be personally liable in all his assets and jointly liable for the debts and obligations of the company in the face of that third party.

The partners may agree in the company's memorandum of association to have a general assembly, specify its terms of reference, and determine the procedures for convening it.

1. Unless the Memorandum of Association stipulates otherwise, the decisions of the partners shall be issued in accordance with the following: A- Decisions related to amending the Memorandum of Association: By the unanimity of the joint partners and the approval of the owners of the majority of the capital of the testamentary partners. B- Other resolutions: With the approval of the numerical majority of the opinions of the partners. 2. The testamentary partner may not request the dissolution of the company or participate in voting on matters related to the appointment or dismissal of its director.

1. A testamentary partner may assign all or some of his shares to any of the other partners in the company. 2. A testamentary partner may assign all or some of his shares to third parties; after the approval of all partnership partners and the owners of the majority of the capital of the testamentary partners, unless otherwise stipulated in the company's memorandum of association. 3. A joint partner may assign all or some of his shares in favor of a testamentary partner or a third party; in accordance with the provision of paragraph two (2) of this Article. 4. If the testamentary partner fails to submit his share in the company's capital on the due date before the assignment, the assignee shall be responsible for submitting it. 5. Unless otherwise stipulated in the company's Memorandum of Association, joint partners or testators may be introduced into the company; after the approval of all joint partners without the need to obtain the approval of the testator partners, unless the company's Memorandum of Association provides otherwise.

The Limited Partnership Company shall not be terminated by the death of any of the testamentary partners, nor by his confinement, nor by his insolvency, nor by the opening of any liquidation proceedings against him in accordance with the Bankruptcy Law, nor by his withdrawal, unless the company's Memorandum of Association so provides.

Joint stock company: It is a company incorporated by (1) one or more persons, whether natural or legal, whose capital is divided into tradable stocks, and the company is solely responsible for the debts and obligations incurred or arising from its activity, and the shareholder's liability is limited to paying the value of the stocks in which he subscribed.

The issued capital of the joint stock company must not be less than (500.000) five hundred thousand SAR, and the paid-up capital must not be less than a quarter of it at the time of incorporation.

1. A joint stock company shall have an issued capital representing the subscribed stocks, and the company's articles of association may specify an authorized capital. 2. By a decision of the company's board of directors, the issued capital may be increased within the limits of the authorized capital, provided that the issued capital has been paid in full. Article 61: 1. The Articles of Association of a joint stock company must include the following information: A- The name of the company. B- The company's headquarters. C- The purpose of the company. D- The company's authorized capital, if any, and the source and payment thereof. E- The number of stocks, their types and classes, if any, and the nominal value and rights related to each type or class. F- The duration of the company, if any. G- The management of the company and the number of board members. H- The start and end date of the fiscal year. I- Any other terms, conditions or data that the founders or shareholders agree to include in the company's Articles of Association that do not conflict with the provisions of the Law. 2. The following must be attached to the Articles of Association when submitting the company's application for incorporation: A- Names, addresses, and nationalities of the founders. B- A statement of the expected business and expenses for the incorporation of the company. C- The founders' declaration of subscribing to all the company's issued stocks and the amount paid thereof. D- Certificate of deposit of the amount paid of the issued capital with (1) one of the licensed banks in the Kingdom. E- A decision by the founders to appoint the members of the first (1) board of directors, including their names, nationalities, addresses, dates of birth, and the appointment of the first (1) auditor in cases where this is required by the provisions of the law, if they have not been appointed in the company's articles of association. F- The founders' declaration of compliance with all the requirements of the Law related to the incorporation of the company. G- A report prepared by (1) one or more certified valuers indicating the fair value of the inkind shares, if any, and a declaration by the rest of the founders approving the specified consideration.

If, during the incorporation phase, the founders do not limit the subscription of all stocks to themselves, they must offer the unsubscribed stocks for subscription in accordance with the Capital Market Law. Article 63: The Ministry and the Authority may establish the controls, procedures, documents and approvals required to form a joint stock company that offers its stocks for public subscription during the formation phase or is listed on the financial market.

1. The payment of the value of the stocks subscribed in the name of the company under incorporation shall be deposited with a licensed bank in the Kingdom, and may only be disposed of by the Board of Directors after the company is registered with the Commercial Registry. 2. If the company is not registered in the Commercial Register, the subscribers may recover the amounts they paid, and the banks in which he subscribed shall promptly refund to each subscriber the amount he paid, and the founders shall be jointly responsible for fulfilling this obligation and for compensation when necessary in the face of the subscribers, and the founders shall bear all expenses spent in order to form the company, and they shall be jointly responsible in the face of third parties for the acts and behaviors that were issued by them during the period of incorporation.

The company shall be considered a validly formed company after it is registered with the Commercial Registry, and thereafter, no claim of invalidity of the company shall be heard for any violation of the provisions of the Law or the provisions of the company's Articles of Association.

1. If in-kind shares are presented upon the formation of the company or upon increasing its capital, these shares must be evaluated by (1) one or more accredited appraisers, and the appraiser must prepare a report indicating the fair value of these shares, and that report shall be presented to the founders or the Extraordinary General Assembly, as the case may be, for deliberation, and the providers of in-kind shares shall not participate in voting on the decision regarding the report prepared for them, if the founders or the assembly decide to reduce the specific consideration for the in-kind shares, the approval of the providers of these shares for this reduction must be obtained. 2. The period between the issuance of the certified appraiser's report estimating the fair value of the in-kind shares and the issuance of stocks in exchange for such shares shall not exceed the period specified by the regulations. Article 67: 1. The joint stock company shall be managed by a board of directors whose number of members shall not be less than (3) three. 2. Each shareholder shall have the right to nominate himself or (1) one or more other shareholders or non-shareholders to be a member of the Board of Directors of the joint stock company.

1. The Ordinary General Assembly shall elect the members of the Board of Directors of the Company, provided in all cases that the members of the Board of Directors shall be natural persons. 2. The regulations shall specify the method of voting in the election of the members of the Board of Directors of the joint stock company. 3. The Company's Articles of Association may specify the method of composition of the Board of Directors in accordance with the controls specified in the regulations. 4. The Articles of Association shall specify the term of office of the Board of Directors, not to exceed four (4) years. The members of the Board of Directors may be re-elected, unless otherwise stipulated in the Articles of Association. 5. The Company's Articles of Association shall specify the manner in which membership in the Board of Directors may be terminated or dissolved at the request of the Board of Directors. However, the Ordinary General Assembly may dismiss all or some of the members of the Board of Directors, even if the Company's Articles of Association stipulate otherwise, and in this case the Ordinary General Assembly shall elect a new Board of Directors or whoever replaces the dismissed member - as the case may be - in accordance with the provisions of the Law. The competent authority may set the rules for the removal of board members by the Ordinary General Assembly.

1. The Board of Directors shall convene the Ordinary General Assembly sufficiently in advance of the end of its session to elect a Board of Directors for a new session. If the election cannot be held and the current Board expires, its members shall continue to perform their duties until the election of a new Board of Directors for a new session, provided that the duration of the members of the expired Board of Directors shall not exceed the period specified by the regulations. 2. If the Chairman and members of the Board of Directors resign, they shall call the Ordinary General Assembly to convene to elect a new Board of Directors, and the resignation shall not take effect until the election of the new Board, provided that the duration of the continuity of the retiring Board shall not exceed the period specified by the regulations. 3. A member of the Board of Directors may resign from the Board of Directors by written notification addressed to the Chairman of the Board, and if the Chairman of the Board resigns, the notification must be addressed to the other members of the Board and the Secretary of the Board, and in both cases, the resignation shall be effective from the date specified in the notification. 4. Unless otherwise stipulated in the Articles of Association, if the position of (1) one of the members of the Board of Directors of the joint stock company becomes vacant due to his death or resignation, and this vacancy does not result in a violation of the conditions necessary for the valid convening of the Board due to the lack of the number of its members below the minimum number stipulated in the Law or the Articles of Association, the Board may appoint - temporarily - to the vacant position Provided that it informs the Commercial Registry, as well as the Authority if the company is listed on the financial market, within (15) fifteen days from the date of appointment, and presents the appointment to the Ordinary General Assembly at its first (1) meeting, and the appointed member completes the term of his predecessor. 5. If the conditions necessary for the validity of the Board of Directors' meeting are not met due to the lack of the number of its members below the minimum number stipulated in the Law or the Company's Articles of Association, the remaining members shall call the Ordinary General Assembly to convene within (60) sixty days to elect the necessary number of members. 6. In the event that the Board of Directors is not elected for a new session or completes the necessary number of Board members, in accordance with paragraphs one (1), two (2) and five (5) of this Article, any interested party may request the competent judicial authority to appoint an experienced and competent person, in the number it deems appropriate, to supervise the management of the company and call the General Assembly to convene within (90) ninety days to elect a new Board of Directors or complete the necessary number of Board members as the case may be, or to request the dissolution of the company.

The General Assembly may, upon the recommendation of the Board of Directors, terminate the membership of any member who fails to attend (3) three consecutive meetings or (5) five separate meetings during his term of membership without a legitimate excuse accepted by the Board of Directors.

1. In consideration of the provision of Article (27) twenty seven of the Law, a member of the Board of Directors shall, as soon as he becomes aware of any interest, whether direct or indirect, in the works and contracts that are for the account of the Company, inform the Board thereof, and this notification shall be recorded in the minutes of the Board's meeting when it meets. This member may not participate in voting on the decision issued in this regard in the Board and the General Assembly. The Board shall inform the General Assembly when it is convened about the works and contracts in which the Board member has a direct or indirect interest, and a special report from the company's auditor prepared in accordance with the auditing standards adopted in the Kingdom shall be attached to the report. 2. If the Board member fails to disclose his interest referred to in paragraph (1) one of this Article, the Company or any interested party may claim before the competent judicial authority to invalidate the contract or require the member to pay any profit or benefit realized therefrom. 3. Liability for damages resulting from the acts and contracts referred to in paragraph one (1) of this Article shall fall on the member with an interest in the act or contract, and on the members of the Board of Directors when they fail or neglect to fulfill their obligations in violation of the provisions of this paragraph or if it is proven that such acts and contracts are unfair or involve a conflict of interest and cause harm to the shareholders. 4. Members of the Board of Directors who oppose the resolution shall be exempt from liability when they expressly state their objection in the minutes of the meeting, and absence from the meeting in which the resolution is issued shall not be considered a reason for exemption from liability unless it is proven that the absent member did not know about the resolution or was unable to object to it after learning about it.

1. A joint stock company may not grant a loan of any kind to any member of its Board of Directors, nor may it enter into any guarantee or provide any guarantees in connection with a loan made by any of them with third parties. The same applies to any loan, guarantee or warranty given to any of his relatives. Any contract made in violation of this shall be void. The Company shall have the right to claim compensation for any damage caused to it before the competent judicial authority. 2. The provision of paragraph one (1) of this Article shall not apply to the following: A- Banks and other financing companies, as they may - within the limits of their purposes and the terms and conditions they follow in their transactions with the public - lend to a member of their board of directors, open a line of credit for him, or guarantee him in the loans he enters into with third parties. B- Loans and guarantees granted by the company in accordance with the incentive programs for its employees that have been approved in accordance with the provisions of the company's articles of association or by a decision of the General Assembly. 3. The competent authority may determine the cases and controls in which the company may not provide a loan or guarantee related to a loan to any of its shareholders.

The shareholder exercises control over the Board of Directors in accordance with the provisions of the Law. The shareholder may not interfere in the work of the Board of Directors or the executive management of the company unless he is a member of the Board of Directors or works in its executive management, or his intervention is through the General Assembly and in accordance with its terms of reference.

The Board of Directors may contract loans of any duration, sell or mortgage the Company's assets, sell or mortgage the Company's business premises, or discharge the Company's debtors from their obligations, unless the Company's Articles of Association or a General Assembly resolution restricts the powers of the Board of Directors in this regard.

The Board of Directors is required to obtain the approval of the General Assembly when selling the assets of the company whose value exceeds (50%) fifty percent of the value of its total assets, whether the sale is made through (1) one transaction or several transactions, and in this case the transaction that leads to exceeding (50%) fifty percent of the value of the assets is considered the transaction for which the approval of the General Assembly is required, and this percentage is calculated from the date of the first (1) transaction made during the previous (12) twelve months. The competent authority may exclude certain acts and transactions from the provision of this Article. Article 76: 1. The Company's Articles of Association shall specify the method of remuneration for the members of the Board of Directors, which may be a certain amount, an attendance allowance for meetings, benefits in kind, or a certain percentage of net profits, and may combine (2) two or more of the above, and the Articles of Association may also specify the upper limit of such remuneration. The Ordinary General Assembly shall determine the amount of such remuneration, provided that remuneration is fair, motivating and commensurate with the member's performance and the company's performance. The regulations shall specify the necessary controls to implement this paragraph. 2. The Board of Directors' report to the Ordinary General Assembly at its annual meeting must include a comprehensive statement of all the remuneration, attendance allowance, expense allowance and other benefits that each member of the Board of Directors received or is entitled to receive during the financial year. It should also include a statement of what the board members received as workers or administrators or what they received for technical, administrative or consultancy work, as well as a statement of the number of board sessions and the number of sessions attended by each member.

1. With consideration of the powers of the General Assembly, the Board of Directors shall have the broadest powers to manage the Company in order to achieve its purposes, except for any acts or actions that are excluded by a special provision in the Law or the Company's Articles of Association, which fall within the jurisdiction of the General Assembly. The Board may also, within the limits of its powers, authorize (1) one or more of its members or third parties to carry out certain work or acts. 2. The Company shall be bound by all acts and actions performed by the Board of Directors on its behalf, even if they are beyond its jurisdiction, unless the person with whom it dealt was in bad faith or knew that such acts were beyond the Board's jurisdiction.

1. In consideration of the Company's Articles of Association, the Board of Directors of the joint stock company shall, at its first (1) meeting, appoint from among its members a Chairman of the Board, and may appoint a Managing Director or a Chief Executive Officer. The Articles of Association shall specify their competencies and powers. If the Articles of Association do not specify the distribution of competencies, the Board of Directors shall do so. 2. The Board of Directors of a joint stock company listed on the capital market shall, at its first (1) meeting, appoint a vice chairman from among its members. A vice chairman may be appointed in an unlisted joint stock company. 3. The Board of Directors of a joint stock company shall appoint a Chief Executive Officer from among its members or others, and the Board shall determine his powers and remuneration if the company's Articles of Association do not include provisions in this regard. 4. The Board of Directors in a joint stock company shall appoint a secretary from among its members or others, and the Board shall determine his competencies and remuneration if the company's Articles of Association do not include provisions in this regard. 5. The Board of Directors may relieve the Chairman, Vice Chairman, Managing Director, Chief Executive Officer, Secretary, or any of them from these positions, but this does not entail relieving them of their membership in the Board.

1. Without prejudice to the competencies of the Board of Directors stipulated in the Law and the Company's Articles of Association, the Chairman of the Board of Directors shall represent the joint stock company before the judiciary, arbitration bodies and third parties, and the Company's Articles of Association may stipulate that the Managing Director or the Chief Executive Officer shall have the authority to represent it. Each of them may authorize others to represent the company. 2. The Chairman of the Board of Directors of a joint stock company may delegate, by written decision, some of his powers to other members of the Board or third parties to carry out a specific work or works, unless the company's articles of association stipulate otherwise. 3. The Vice Chairman of the Board of Directors shall replace the Chairman of the Board of Directors in his absence in cases where the Board of Directors has a Vice Chairman.

1. The Board of Directors of a joint stock company shall meet at least four (4) times a year at the invitation of its Chairman in accordance with the conditions stipulated in the company's Articles of Association, and the competent authority may amend the limit stipulated in this paragraph. The Chairman of the Board shall call the Board to meet whenever any member of the Board requests it in writing to discuss any (1) one or more topics. 2. A meeting of the Board of Directors of a joint stock company shall not be valid unless at least half of the members (in person or by proxy) are present, unless the company's Articles of Association stipulates a higher percentage. 3. The decisions of the Board of Directors of a joint stock company shall be issued by a majority of the votes of the members present (in person or by proxy) at least, and in case of equality of votes, the side with which the chairman of the meeting voted shall prevail, unless otherwise stipulated in the Articles of Association of the company. 4. The Board of Directors shall determine the place of holding its meetings, and they may be held using modern technology.

1. A member of the Board of Directors of a joint stock company may not authorize others to attend Board meetings or to vote on the Board's decisions. Except for this, a member of the Board of Directors may authorize any of the members if the Company's Articles of Association so stipulates, provided that the authorized member may not have more than (1) one authorization. 2. The decision of the Board of Directors of the Joint Stock Company shall be effective from the date of its issuance, unless it stipulates that it shall be effective at another time or when certain conditions are met.

The Board of Directors of a joint stock company may issue its decisions on urgent matters by submitting them to all members by passing, unless (1) one of the members requests - in writing a meeting of the Board to deliberate on them. Such decisions shall be issued with the approval of a majority of the votes of its members, unless the company's Articles of Association stipulates a higher percentage or number. Such resolutions shall be presented to the Board at the first (1) meeting of the next meeting to be recorded in the minutes of that meeting.

1. The deliberations and decisions of the board of directors of the joint stock company shall be recorded in minutes prepared by the secretary and signed by the chairman of the meeting, the members of the board of directors present and the secretary. 2. The minutes shall be recorded in a special register signed by the Chairman of the Board of Directors and the Secretary. 3. Modern technology may be used to sign and prove the deliberations, decisions and minutes.

1. The General Assembly of Shareholders shall be chaired by the Chairman of the Board of Directors or his deputy in his absence, or by (1) one of the members of the Board of Directors delegated by the Board of Directors in their absence, and if this is not possible, the General Assembly shall be chaired by a member of the Board of Directors or others delegated by the shareholders through voting. 2. Every shareholder shall have the right to attend the General Assembly meeting even if the Company's Articles of Association stipulate otherwise, and he may delegate another person who is not a member of the Board of Directors. 3. The General Assembly meeting may be held and the shareholder may participate in the deliberations and vote on the resolutions by means of modern technology.

1. The Extraordinary General Assembly shall be responsible for the following: Amend the Company's Articles of Association, except for the following: A- Depriving a shareholder of or modifying any of his fundamental rights that he derives as a shareholder, taking into account the nature of the rights related to the type or class of stocks owned by the shareholder, especially the following: 1. Receiving a share of the profits to be distributed, whether in cash or through the issuance of free stocks to non-employees of the Company and its subsidiaries. 2. Receiving a share of the company's net assets upon liquidation. 3. Atten B- Amendments that would increase the financial burdens of shareholders, unless approved by all shareholders. 1. Deciding the continuation or dissolution of the company. 2. Approve the company's purchase of its stocks.

The Extraordinary General Assembly may, in addition to the competencies assigned to it under the provisions of the law, pass resolutions on matters that are already within the competencies of the Ordinary General Assembly, under the same terms and conditions as those prescribed for the Ordinary General Assembly. Article 87: Except for the Extraordinary General Assembly, the Ordinary General Assembly shall have jurisdiction over all matters pertaining to the Company, in particular the following: A- Election and dismissal of the members of the Board of Directors. B- Appoint (1) one or more auditors for the company, as required by law, determine their fees, reappoint them, and dismiss them. C- Reviewing and discussing the report of the Board of Directors. D- Reviewing and discussing the company's financial statements. E- Discuss the auditor's report, if any, and make a decision thereon. F- Deciding on the suggestions of the Board of Directors regarding the method of distributing profits. G- Forming the company's reserves and determining their use.

1. The Annual Ordinary General Assembly shall be held at least once (1) during the (6) six months following the end of the Company's financial year. Other Ordinary General Assemblies may be called whenever the need arises. 2. The agenda of the Ordinary General Assembly at its annual meeting shall include the following items: A- Reviewing and discussing the Board of Directors' report for the past fiscal year. B- Reviewing and discussing the financial statements for the past fiscal year. C- Discuss the auditor's report for the past fiscal year, if any, and take a decision thereon. D- Deciding on the Board of Directors' proposals regarding the distribution of profits, if any. 3. The requirement to hold an Annual Ordinary General Assembly shall be fulfilled by holding an Extraordinary General Assembly within (6) six months following the end of the Company's financial year and by including in its agenda the items listed in paragraph (2) two of this Article.

If the decision of the General Assembly would adjust the rights of a certain category of shareholders, the decision shall not be effective unless it is approved by those shareholders who have the right to vote and are gathered in a special assembly in accordance with the provisions prescribed for convening the Extraordinary General Assembly and passing its resolutions. Article 90: 1. General and private assemblies shall be convened at the invitation of the Board of Directors, in accordance with the conditions stipulated in the Company's Articles of Association. The Board of Directors shall convene the Ordinary General Assembly within (30) thirty days from the date of the auditor's request or (1) one or more shareholders representing at least (10%) ten percent of the company's stocks with voting rights, and the auditor may call the Ordinary General Assembly to convene if the Board of Directors does not issue the invitation within (30) thirty days from the date of the auditor's request. 2. The request referred to in paragraph one (1) of this Article shall indicate the items to be voted on by the shareholders. 3. The Ordinary General Assembly may be convened by a decision of the competent authority in the following cases: A- If the period specified for convening the Ordinary General Assembly in paragraph one (1) of Article eighty eight (88) of the Law has expired without convening it. B- If it is found that there are violations of the provisions of the Law or the Company's Articles of Association, or a malfunction in the management of the Company, including the lack of the number of Board members below the minimum number for the validity of its convening. C- If the Board does not call for the convening of the Ordinary General Assembly within the period specified in paragraph one (1) of this Article from the date of the auditor's request or (1) one or more shareholders representing at least (10%) ten percent of the company's stocks with voting rights. The competent authority may take the necessary measures to convene the Ordinary General Assembly, and may preside over the meeting if it is not possible to preside over it in accordance with the provision of paragraph one (1) of Article eighty- four (84) of the Law.

1. The invitation to convene the Assembly shall be at least (21) twenty one days prior to the date set for it in accordance with the regulations, taking into account the following: A- Informing shareholders by registered letters to their addresses in the shareholders' register, or announcing the invitation through modern technical means. B- Send a copy of the invitation and agenda to the Commercial Registry, and a copy to the Authority if the company is listed on the financial market on the date of the announcement of the invitation. 2. The invitation to the assembly meeting must include at least the following: A- A statement of the person entitled to attend the meeting and his right to delegate whoever he chooses from among the members of the Board of Directors, and a statement of the shareholder's right to discuss the topics on the agenda of the meeting, ask questions and exercise the right to vote. B- The place, date, and time of the meeting. C- The type of association, whether general or private. D- The agenda of the meeting, including the items on which the shareholders' votes are required. 3. The shareholders of a joint stock company that is not listed on the financial market, who represent all the company's stocks that have voting rights, may convene a general assembly without observing the conditions and periods prescribed for the invitation, to consider matters for which the decision-making is within the competence of the general assembly.

1. The Ordinary General Assembly Meeting shall not be valid unless attended by shareholders representing at least (1) one quarter of the company's stocks with voting rights, unless the company's Articles of Association stipulate a higher percentage, provided that it does not exceed half. 2. If the quorum required to hold the Ordinary General Assembly meeting is not met in accordance with paragraph one (1) of this Article, a second (2) meeting shall be called to be held under the same conditions stipulated in Article ninety- one (91) of the Law within (30) thirty days following the date set for the previous meeting. However, the second (2) meeting may be held (1) one hour after the expiration of the period specified for the first (1) meeting, provided that this is authorized by the Company's Articles of Association and that the invitation to hold the first (1) meeting includes an indication of the possibility of holding such meeting. In all cases, the second (2) meeting shall be valid regardless of the number of shares with voting rights represented. 3. Resolutions of the Ordinary General Assembly shall be issued with the approval of the majority of the voting rights represented at the meeting.

1. The Extraordinary General Assembly Meeting shall not be valid unless attended by shareholders representing at least half of the Company's stocks with voting rights, unless the Company's Articles of Association stipulate a higher percentage, provided that it does not exceed two-thirds. 2. If the quorum required to hold the Extraordinary General Assembly meeting is not met in accordance with paragraph (1) of this Article, a second meeting shall be convened under the same conditions stipulated in Article (91) of the Law. However, the second meeting may be held (1) one hour after the expiration of the period specified for holding the first (1) meeting, provided that the invitation to hold the first (1) meeting includes an indication that the meeting can be held. In all cases, the second (2) meeting shall be valid if attended by shareholders representing at least a quarter of the company's stocks with voting rights. 3. If the quorum required to hold the second (2) meeting is not met, an invitation shall be sent to a third (3) meeting to be held under the same conditions stipulated in Article ninety- one (91) of the Law, and the third (3) meeting shall be valid regardless of the number of stocks with voting rights represented therein. 4. Resolutions of the Extraordinary General Assembly shall be issued with the approval of twothirds of the voting rights represented at the meeting, except if the resolution relates to increasing or reducing the capital, extending the company's term, dissolving it before the expiration of the period specified in its Articles of Association, merging it with another company, or dividing it into (2) two or more companies, it shall not be valid unless it is issued with the approval of three-fourths of the voting rights represented at the meeting. 5. The Board of Directors shall register with the Commercial Registry the resolutions of the Extraordinary General Assembly specified by the regulations within (15) fifteen days from the date of their issuance.

The decision of the General Assembly of the Joint Stock Company shall be effective from the date of its issuance, except in cases where the Law, the Company's Articles of Association, or the issued decision stipulates that it shall be effective at another time or when certain conditions are met.

1. The Company's Articles of Association shall specify the method of voting at the Shareholders' Assembly. 2. Members of the Board of Directors may not participate in voting on decisions of the Assembly that relate to business and contracts, in which they have a direct or indirect interest or which involve a conflict of interest.

1. When preparing the agenda of the General Assembly, the Board of Directors shall take into consideration the topics that the shareholders wish to include. (1) One or more shareholders representing (10%) ten percent of the company's stocks with at least voting rights shall have the right to add (1) one or more topics to the agenda when it is prepared, and the competent authority may modify this percentage. 2. The Board of Directors shall single out each of the topics on the agenda of the General Assembly in a separate item, not to combine fundamentally different topics under (1) one item, and not to place business and contracts in which any of the Board of Directors has a direct or indirect interest under (1) one item for the purpose of voting on the entire item. 3. Every shareholder has the right to discuss the topics included in the agenda of the General Assembly and to ask questions about them to the members of the Board of Directors and the auditor. Any provision in the Company's Articles of Association that deprives the shareholder of this right shall be void. The Board of Directors or the auditor shall answer the shareholders' questions to the extent that the company's interest is not jeopardized. If a shareholder believes that the response to his question is insufficient, he may appeal to the General Assembly, whose decision in this regard shall be enforceable.

The minutes of the meeting shall include the number of shareholders present in person or by proxy, the number of shares held by them in person or by proxy, the number of votes cast, the decisions taken, the number of votes approved or opposed, and a brief summary of the discussions that took place at the meeting. The minutes shall be recorded regularly after each meeting in a Special Registersigned by the chairman of the association, its secretary and vote collectors. The competent authority may set regulations regarding the minutes of association meetings and the duties of secretaries and vote collectors.s

If the joint stock company is incorporated by (1) one person, or if all its stocks are transferred to (1) one person, this person shall have the powers and authorities of the shareholders' assemblies stipulated in articles fifty- seven (57) to one hundred two (102), and its decisions shall be issued in writing, without the need to convene a general assembly. Such decisions shall be recorded in the special register provided for in Article ninety- seven (97) of the Law.

1. Without prejudice to the rights of bona fide third parties, any shareholder may apply to the competent judicial authority to invalidate the decision of the Shareholders' Assembly issued in violation of the provisions of the Law or the Company's Articles of Association, if he objects to it during the meeting or is absent from it with an acceptable excuse. The invalidation claim shall not be heard after the expiration of (90) ninty days from the date of issuance of the decision. 2. In order to file the lawsuit referred to in paragraph one (1) of this Article, the plaintiff must be a shareholder in the company during the filing of the lawsuit and during all its procedures.

1. The Articles of Association may stipulate that the Chairman of the Board of Directors of an unlisted joint stock company may propose a General Assembly resolution to be submitted to the shareholders by passing, without the need to convene the General Assembly unless any of the shareholders request - in writing - the General Assembly meeting to deliberate on it. However, in order to issue the General Assembly resolutions related to the election and dismissal of the members of the Company's Board of Directors, the appointment and dismissal of the Company's auditor, if any, as well as to review and discuss the financial statements for the past fiscal year, the General Assembly must be convened in accordance with the relevant provisions. 2. For the validity of the resolution proposed to be issued in accordance with paragraph (1) of this Article, the Company shall send it together with the relevant documents to all shareholders, indicating what the shareholder must follow to approve it and the date by which it must be issued.

1. General Assembly resolutions shall be passed in unlisted joint stock companies in accordance with the following mechanism: A- With regard to the resolution that falls within the jurisdiction of the Ordinary General Assembly: Issued with the approval of (1) one or more shareholders representing a majority of the voting rights, unless the company's articles of association stipulate a higher percentage. B- Regarding the decision that falls within the jurisdiction of the Extraordinary General Assembly: Issued with the approval of (1) one or more shareholders representing at least (75%) seventy five percent of the voting rights, unless the Company's Articles of Association stipulate a higher percentage. 2. General Assembly resolutions passed in accordance with paragraph one (1) of this Article shall be recorded in minutes and entered in the special register stipulated in Article ninetyseven (97) of the Law. Article 102: 1. (1) One or more shareholders representing at least (5%) five percent of the company's capital shall have the right to submit a request to the competent judicial authority to inspect the company if the actions of the members of the Board of Directors or the auditor in the company's affairs appear suspicious. 2. The competent judicial authority may order the inspection at the expense of the applicant, after a session in which the members of the Board of Directors or the auditor are notified to hear their statements, and may, if necessary, require the applicant to provide a guarantee if the company so requests. 3. If the competent judicial authority proves the validity of the complaint, it may order whatever precautionary measures it deems appropriate, and invite the General Assembly to take the necessary decisions, and may dismiss the members of the Board of Directors and the auditor, appoint someone to supervise the management of the company with experience and specialization and the number it deems appropriate, and invite the General Assembly to convene; to elect a new Board of Directors. The competent judicial authority determines the limits of their powers and the duration of their work.

1. The stocks of the joint stock company shall be nominal and indivisible in the face of the company. If the stock is owned by multiple persons, they must choose (1) one of them to represent them in the use of the rights related to it, and these persons shall be jointly responsible for the obligations arising from the ownership of the stock. 2. The company's articles of association shall determine the nominal value of its stocks, and stocks of the same type or class shall be of equal nominal value. 3. Subject to paragraph two (2) of this Article, the stocks may be divided into stocks with a lower nominal value, or merged so that they represent stocks with a higher nominal value, and the competent authority may set the necessary controls for this. 4. The unlisted joint stock company shall be obligated to issue a paper or electronic certificate proving the shareholder's ownership of the stock.

Subscribing to or owning stocks indicates the shareholder's acceptance of the Company's Articles of Association and his commitment to the resolutions issued by shareholders' assemblies in accordance with the provision of the law and the provisions of the Articles of Association, whether present or absent, and whether he agrees or disagrees with these resolutions.

1. Company stocks are issued in exchange for shares in cash or in kind. 2. The value of the stocks issued in exchange for cash shares must not be less than (1) one quarter of their nominal value specified in the company's articles of association, and the paper or electronic stock certificate of the unlisted joint stock company shall indicate the amount of the value paid. In all cases, the rest of this value must be paid within (5) five years from the date of issuance of the stocks. 3. Stocks representing shares in kind shall be issued after full payment of their value, and shall not be delivered to their owners until the ownership of these shares is fully transferred to the company.

Stocks may not be issued for less than their nominal value, but they may be issued for more than this value if the company's articles of association stipulate this or the Extraordinary General Assembly approves it, in which case the difference in value shall be placed in a separate item within the shareholders' rights, and the regulations shall specify the controls for its use.

The shareholder has rights related to the stock, including the right to dispose of it, the right to attend shareholders' assemblies, participate in their deliberations and vote on their resolutions, the right to receive a share of the net profits to be distributed, the right to elect members of the board of directors, the right to inspect the company's records and documents without prejudice to the confidentiality of information, monitor the work of the board of directors, file liability claims against board members, challenge the invalidity of shareholders' assemblies' resolutions and the right to receive a portion of the company's assets upon liquidation under the conditions and restrictions set forth in the law or the company's articles of incorporation.

1. The types of stocks that a company may issue are divided into: Ordinary stocks, preference stocks, and redeemable stocks. The Company's Articles of Association may provide for different classes of stock and grant certain rights or privileges or place restrictions on certain classes of stock. 2. Stocks of the same type or class shall have equal rights and obligations, and each type or class of stock shall have the rights related to it in accordance with the Articles of Association. 3. Regulations shall specify the types and classes of stocks that may be issued.

1. In cases where the Company has stocks of different types or classes, (1) one type or class may be converted into another type or class if the Company's Articles of Association so provide. 2. The conversion of (1) one type or class of stock to another type or class shall require the approval of the Extraordinary General Assembly. This excludes cases where the resolution to issue the stocks provides for their automatic conversion to another type or class upon the fulfillment of certain conditions or after a specified period of time. 3. The provisions contained in Article one hundred and ten (110) of the Law shall apply in cases where the conversion of stocks entails modifying or canceling the rights or obligations related to the type or class of the stock. 4. Neither ordinary stocks nor preferred stocks nor any of their classes may be converted into redeemable stocks or any of their classes, except with the approval of all the shareholders of the Company. 5. The regulations shall specify the controls for implementing the provisions of this Article and how to deal with the effects, rights and obligations of the stocks before or after conversion.

1. If the stocks of the Company are of different types and classes or the Articles of Association of the Company authorize the issuance of different types and classes of stocks, in order to amend or cancel any of the rights, obligations or restrictions relating to the stocks, or to convert any type or class of stock into another type or class if this results in the modification or cancellation of the rights or obligations of the type or class of stock to be converted, or to issue stocks of a particular type or class that results in prejudice to the rights of another class of shareholders of the type or class of stocks to be converted, or to issue stocks of a particular type or class that may affect the rights of another class of shareholders, the approval of a special assembly formed in accordance with Article eighty- nine (89) of the Law from the shareholders who are affected by such amendment, cancellation, conversion or issuance, and the approval of the Extraordinary General Assembly is required. 2. If the Company's stocks include preference stocks or redeemable stocks, no new stocks may be issued that have priority over any of their classes except with the approval of a special assembly formed in accordance with Article eighty- nine (89) of the Law from the shareholders who are affected by such issuance.

1. The Authority may set restrictions related to the trading of stocks in joint stock companies that wish to list their stocks on the Capital Market. 2. The Company's Articles of Association may stipulate restrictions relating to the trading of stocks, including establishing the right to request the redemption of stocks for shareholders, provided in all cases that this shall not result in the absolute prohibition of such trading.

1. The unlisted joint stock company shall prepare a special register of shareholders' names, nationalities, data, places of residence and professions, the number of stocks owned by each of them, stocks numbers and the amount paid, and the company may contract to prepare this register, and it must be kept in the Kingdom. 2. The company shall provide the Commercial Registry with the data of the register referred to in paragraph one (1) of this Article and any amendment to it within (15) fifteen days from the date of registration of the company with the Commercial Registry or from the date of the amendment, as the case may be.

Without prejudice to the Capital Market Law, the Company's Articles of Association may stipulate, after the approval of the shareholders representing at least (90%) ninety percent of the Company's stocks with voting rights, the following: A- The majority shareholders may require the minority shareholders to accept an offer from a bona fide buyer to purchase all the company's stocks at the same price, terms and conditions for the purchase of the majority stocks. B- The minority shareholders may require the majority shareholders to guarantee the sale of the minority stocks in cases where the majority shareholders sell their stocks at the same price, terms and conditions as the sale of the majority stocks. Article 114: 1. The Company may purchase or pledge its stocks if authorized by its Articles of Association, and the stocks purchased by the Company shall not have votes in the shareholders' assemblies. 2. Stocks may be pledged, and the pledged creditor may receive dividends and use the rights related to the stock, unless otherwise agreed in the pledge contract. The pledged creditor may not attend or vote in the shareholders' assembly meetings. 3. The regulations shall specify the necessary controls to implement the provisions of this Article.

1. If the shareholder fails to pay the balance of the stock value on the specified dates, the Board of Directors may, after informing him in the ways prescribed in the Company's Articles of Association or informing him by registered letter or by any means of modern technology, sell the stock at a public auction or the financial market, as the case may be. The Company's Articles of Association may stipulate that other shareholders shall have priority in purchasing the stocks of the defaulting shareholder. 2. The company shall recover from the sale proceeds the amounts owed to it and return the remainder to the shareholder. If the sale proceeds are insufficient to fulfill these amounts, the company may recover the remainder from all the shareholder's funds. 3. The rights related to the stocks that fail to fulfill their value at the expiration of the due date shall be suspended until they are sold or paid in accordance with the provision of paragraph one (1) of this Article, including the right to receive a share of the net profits to be distributed and the right to attend the assemblies and vote on their resolutions. However, a shareholder who fails to pay until the day of sale may pay the value owed to him plus the expenses expended by the Company in this regard, in which case the shareholder shall have the right to request to receive the profits to be distributed. 4. The Company shall cancel the stock certificate sold in accordance with the provisions of this Article, give the purchaser a new stock certificate with the same number, and indicate in the shareholders' register that the sale has taken place with the necessary data of the new owner. Article 116: The company may not require the shareholder to pay more than the amount he committed to at the time of issuing the stock, even if the company's articles of association stipulate this.

1. In accordance with the Capital Market Law, a joint stock company may issue debt instruments or negotiable financing bonds. 2. In order for the Company to issue debt instruments or financial bonds convertible into stocks, the Extraordinary General Assembly shall pass a resolution stating the maximum number of stocks that may be issued against such instruments or bonds, whether such instruments or bonds are issued simultaneously or through a series of issues or through (1) one or more programs for their issuance. The Board of Directors shall, without the need for a new approval from this Assembly, issue new stocks against those instruments or bonds whose holders request their conversion immediately upon the expiration of the conversion request period specified for the holders of those instruments or bonds, or upon the fulfillment of the conditions for their automatic conversion into shares or upon the expiration of the period specified for such conversion, and the Board shall take the necessary measures to amend the Company's Articles of Association with regard to the number of shares issued and the capital. 3. The Board of Directors shall record the completion of the procedures for each capital increase with the Commercial Registry.

The Company may transfer debt instruments or financing bonds into stocks in accordance with the Capital Market Law, with the consent of the holder, whether by prior consent, such as as part of the terms of the issue, or by subsequent agreement.

Any interested party may request the competent judicial authority to annul the act that is done in violation of the provisions of Articles one hundred and seventeen (117) or one hundred and eghteen (118) of the Law, in addition to compensating the holders of debt instruments or financial bonds for the damage caused to them. Article 120: The decisions of the shareholders' assemblies shall apply to the holders of debt instruments and financing bonds. However, these associations may not amend the rights established for them except with the consent of the shareholders in a special assembly convened in accordance with the provisions of Article eighty nine (89) of the Law.

1. At the end of each fiscal year of the Company, the Board of Directors shall prepare the financial statements of the Company and a report on its activity and financial position for the past fiscal year, including the proposed method of distributing profits. The Board shall make these documents available to the auditor, if any, at least (45) forty five days before the date set for the Annual Ordinary General Assembly. 2. The documents referred to in paragraph one (1) of this Article shall be signed by the Chairman of the Board of Directors, the Chief Executive Officer, and the Chief Financial Officer, if any, and copies of them shall be deposited at the Company's head office at the disposal of the shareholders.

The Chairman of the Board of Directors shall provide the shareholders with the Company's financial statements, the Board of Directors' report, after signing it, and the auditor's report, if any, unless published in any of the modern technology means, at least (21) twenty one days before the date set for the Annual Ordinary General Assembly, and shall also deposit these documents as prescribed by the regulations.

1. The company's articles of association may provide that a certain percentage of the net profits shall be set aside to form a reserve for the purposes specified in the articles of association. The competent authority may set the rules for the formation of reserves. 2. The Ordinary General Assembly, when determining the stocks' share in the net profits, may decide to form other reserves, to the extent that achieves the interest of the company or ensures the distribution of stable profits, as far as possible, to the shareholders. The said Assembly may also deduct from the net profits amounts to achieve social purposes for the company's employees. Article 124: 1. The reserve allocated for the purposes specified in the Company's Articles of Association may only be utilized by a decision of the Extraordinary General Assembly. If this reserve is not earmarked for a specific purpose, the Ordinary General Assembly, based on the proposal of the Board of Directors, may decide to spend it for the benefit of the company or the shareholders. The competent authority may set regulations for the use of reserves. 2. The Ordinary General Assembly may use retained earnings and distributable reserves to pay the remaining amount of the stock value or part thereof, provided that this does not prejudice justice among the shareholders in accordance with the provisions of the Law.

1. The General Assembly shall determine the percentage to be distributed to the shareholders from the net profits after deducting the reserves, if any. 2. The shareholder shall be entitled to his share in the profits in accordance with the General Assembly resolution issued in this regard, and the resolution shall indicate the due date and distribution date. The eligibility for dividends shall be for shareholders registered in the shareholders' records at the end of the day set for entitlement. The regulations specify the maximum period during which the Board of Directors must implement the resolution of the General Assembly regarding the distribution of dividends to shareholders.

The capital shall be increased in (1) one of the following methods: A- Issuing new stocks in exchange for shares in cash or in kind. B- Issuing new stocks against the company's current debts of a certain amount, with the approval of the concerned creditors. Provided that the issuance shall be at the value decided by the Extraordinary General Assembly after using the opinion of (1) one or more accredited experts or assessors, and after the Board of Directors prepares a statement on the origin and amount of these debts, and the Board members sign this statement and are responsible for its correctness, and a report from the company's auditor is attached. C- Issuing new stocks by the amount of the reserve that the Extraordinary General Assembly decides to include in the capital, and these stocks must be issued in the same form and conditions as the issued stocks of the same type or class, and these stocks shall be distributed to the shareholders without consideration in proportion to their respective holdings of the original shares. D- Issuing new stocks in exchange for debt instruments or financing bonds. Article 127: 1. The Extraordinary General Assembly may decide to increase the company's issued or authorized capital, if any, provided that the issued capital has been paid in full. The capital shall not be required to have been paid in full if the unpaid portion of it is due to stocks issued in exchange for the conversion of debt instruments or financing bonds into stocks and the period for their conversion has not yet expired. 2. The Extraordinary General Assembly may, in all cases, allocate the stocks issued upon capital increase or a part thereof to the employees of the company and subsidiaries or some of them. Shareholders may not exercise the right of priority when the company issues stocks allocated to employees. The competent authority may set the controls and procedures for allocating stocks to employees of the company or subsidiaries or some of them, or any of them. 3. In all cases, the nominal value of the increase stocks must be equal to the nominal value of the original stocks of the same type or class.

At the time of the issuance of the Extraordinary General Assembly resolution approving the increase in the issued capital or the Board of Directors' resolution approving its increase within the limits of the authorized capital, the shareholder who owns the stock shall have priority in subscribing to the new stocks issued in exchange for cash shares, and shall be informed of his priority, if any, by a registered letter to his address in the shareholders' register, or through modern technology means, and of the capital increase resolution, subscription conditions, method, start and end date, taking into account the type and class of stock he owns.

The Extraordinary General Assembly shall have the right to suspend the right of priority for shareholders in subscribing to the capital increase in exchange for cash shares or granting the right of priority to non-shareholders in cases it deems to be in the best interest of the company.

A shareholder in a joint stock company may sell or assign the right of priority with or without consideration as prescribed by the regulations. Article 131: The new stocks shall be distributed to the priority rights holders who requested the subscription in proportion to their priority rights of the total rights resulting from the capital increase, provided that what they receive does not exceed what they requested of the new stocks and in consideration of the type and class of the stock they own, and the remaining new stocks shall be distributed to the priority rights holders who requested more than their share in proportion to their priority rights of the total rights resulting from the capital increase, provided that what they receive does not exceed what they requested of the new stocks, and the remaining stocks shall be offered to third parties, unless the Extraordinary General Assembly or the Capital Market Law stipulates that they should be offered to other.

If the joint stock company's losses reach half of the issued capital, the Board of Directors must disclose this and its recommendations regarding these losses within (60) sixty days from the date it becomes aware of reaching this amount, and invite the Extraordinary General Assembly to meet within (180) hundred and eighty days from the date it becomes aware to consider the continuation of the company while taking any of the necessary measures to address or dissolve these losses.

The capital shall be reduced in one (1) of the following methods: A- Cancellation of a number of stocks equivalent to the amount to be reduced. B- Reducing the nominal value of the stock by canceling a portion of it equivalent to the loss suffered by the company. C- Reducing the nominal value of the stock by refunding part of it to the shareholder or by discharging him from all or part of the unpaid amount of the stock's value. D- The company purchases a number of its stocks equivalent to the amount to be reduced and then canceled.

The Extraordinary General Assembly may decide to reduce the capital if it exceeds the company's needs or if the company suffers losses. In the latter case only, the capital may be reduced below the limit stipulated in Article fifty- nine (59) of the Law. The decision to reduce the capital shall be issued only after reading a statement prepared by the Board of Directors on the reasons for the reduction, the company's obligations and the impact of the reduction on their fulfillment, accompanied by a report from the company's auditor. The said statement may be presented to the shareholders only in cases where the General Assembly resolution is passed.

1. If the reduction of the capital as a result of its increase over the Company's need, the creditors shall be invited to express their objections, if any, to the reduction at least fortyfive (45) days before the date set for holding the Extraordinary General Assembly meeting to decide on the reduction, provided that the invitation shall be accompanied by a statement indicating the amount of the capital before and after the reduction, the date of holding the meeting and the effective date of the reduction. If any of the creditors object to the reduction and submit their documents to the Company within the aforementioned date, the Company shall pay their debt if it is current or provide them with sufficient security to fulfill it if it is postponed. A creditor who has notified the Company of his objection to the reduction and whose debt, if current, has not been fulfilled or a sufficient guarantee for its fulfillment, if postponed, may apply to the competent judicial authority before the date set for holding the Extraordinary General Assembly to take the reduction decision, and the competent judicial authority in this case may order the fulfillment of the debt or provide a sufficient guarantee or postpone the holding of the Extraordinary General Assembly meeting, as the case may be. 2. The reduction shall not be invoked by the creditor who submitted his request within the date stipulated in paragraph one (1) of this Article unless he fulfills what has been resolved of his debt or obtains sufficient security to fulfill what has not been resolved.

Equality among shareholders holding stocks of the same type and class must be considered when reducing the capital.

1. If the capital reduction is by purchasing a number of the company's stocks in order to cancel them, the shareholders must be invited to offer their stocks for sale, by informing them of the company's desire to purchase the stocks by registered letters to their addresses listed in the shareholders' register, or by announcing the invitation through modern technical means. 2. If the number of stocks offered for sale exceeds the number that the company has decided to purchase, the sale orders must be reduced by the proportion of this increase. 3. The purchase price of stocks of unlisted shareholding companies shall be estimated according to fair value, while the stocks of listed shareholding companies shall be purchased in accordance with the Capital Market Law.

1. The Simplified Joint Stock Company shall be subject to the provisions of this part (part five (5), articles from hundred and thirty- eight (138) to article hundred fifty- five (155) of this law), except for Articles Sixty-one (61), Sixty-three (63), Sixty-seven (67) to Seventy-one (71), Seventy-four (74) to Eighty-eight (88), Ninety (90) to Ninety-four (94), Ninety-five (95) paragraph (1), Ninety-six (96) to Ninety-eight (98), One hundred (100), One hundred one (101),One hundred eleven (111) paragraph two (2), One hundred twenty-one (121) and One hundred twenty-two (122). 2. The shareholders of the Simplified Joint Stock Company may regulate the company's structure and method of operation in the company's Articles of Association. 3. The shareholders shall replace the ordinary and extraordinary general assembly of the joint stock company, within the scope of the provisions that apply to the simplified joint stock company. The shareholders may specify who assumes these powers in the company's articles of association, unless specifically provided for in this part (part five (5), articles from hundred and thirty- eight (138) to article hundred fifty- five (155) of this law). 4. The Chairman, Director or Board of Directors of the Simplified Joint Stock Company, as the case may be, shall exercise all the powers prescribed for the Chairman and members of the Board of Directors of the Joint Stock Company and replace them, unless specifically provided for in this part (part five (5), articles from hundred and thirty- eight (138) to article hundred fifty- five (155) of this law).

1. The company's articles of association shall specify the amount of its issued capital and the amount of payment thereof, and may stipulate that it shall have an authorized capital. 2. The minimum capital requirement for a joint stock company shall not apply to a simplified joint stock company.

1. The Articles of Association of a Simplified Joint Stock Company must include the following information: A- The name of the company. B- The company's headquarters. C- The purpose of the company. D- The company's authorized capital, if any, and the source and payment thereof. E- The number of stocks, their types and classes, if any, the nominal value, and the rights related to each type or class. F- The duration of the company, if any. G- Management of the company and the provisions thereof. H- Assignment of stocks. I- Shareholders' meetings and the quorum required for their validity. J- Shareholders' resolutions and the quorum required for their validity. K- The start and end date of the fiscal year. L- Any other terms, conditions or statements that the founders or shareholders agree to include in the company's Articles of Association that do not contradict the provisions of the Law. 2. The following must be attached to the Articles of Association when submitting the company's application for incorporation: A- The names, addresses, and nationalities of the founders. B- A statement of the expected business and expenses for the establishment of the company. C- The founders' declaration of subscribing to all the company's shares, and the amount paid thereof. D- Certificate of deposit of the amount paid from the issued capital with one (1) of the licensed banks in the Kingdom. E- A decision by the founders to appoint the company's chairman, director, or board of directors, as the case may be, including their names, nationalities, addresses, and dates of birth. F- Declaration of the founders to comply with all the requirements of the law related to the establishment of the company. G- A statement or report prepared by one (1) or more accredited valuers indicating the fair value of the in-kind shares (if any), and a declaration by the remaining founders agreeing to the specified consideration.

1. If in-kind shares are offered at the time of incorporation or at the time of increasing the company's capital, whose total value does not exceed (half) of the company's capital, they shall not be evaluated by an authorized evaluator, unless otherwise agreed by the founders or shareholders. 2. If the value of the in-kind shares provided upon incorporation of the company or increasing its capital exceeds (half) of its capital, they must be evaluated by one (1) or more authorized evaluators, and the evaluator must prepare a report indicating the fair value of these shares, and that report shall be presented to the founders or shareholders, for deliberation, and the providers of the in-kind shares shall not participate in voting on the decision regarding the report prepared for them, if the founders or shareholders decide to reduce the specific consideration for the in-kind shares, the approval of the providers of those shares must be obtained on that reduction. 3. The period between the issuance of the certified valuator's report estimating the fair value of the in-kind shares and the issuance of stocks in exchange for such shares shall not exceed the period specified by the regulations. 4. If the in-kind shares are not valued by an authorized evaluator in accordance with the provision of this Article or if they are valued other than by the appointed authorized evaluator, the founders or shareholders shall be personally liable in all their assets against third parties for the fairness of the valuation of these shares and the payment of the difference in cash to the company. In this case, the lawsuit shall not be heard after the expiration of five (5) years from the date of the company's registration in the Commercial Register or the increase of its capital, as the case may be.

1. The method of management of a simplified joint stock company shall be specified in its articles of association, which may be administered by a chairman, one (1) or more directors, a board of directors or otherwise. The Articles of Association shall specify the method of appointment, dismissal, limitation of powers and authorities, and the manner of operation of the person in charge of the company. If the articles of association do not contain provisions in this regard, the shareholders shall take care of it. 2. The chairman, director or board of directors of the simplified joint stock company, as the case may be, shall have the broadest powers in managing the company in order to achieve its purposes, except for any acts or actions that are excluded by a special provision in the articles of association or the company's articles of incorporation, and the chairman or director - within the limits of his powers - may authorize others to perform one (1) or more specific acts, and the board of directors - within the limits of its powers - may authorize one (1) or more of its members or a third party to perform one (1) or more specific acts. 3. The Chairman, Director or Chairman of the Board of Directors of the Simplified Joint Stock Company, as the case may be, shall represent the company before the judiciary, arbitration bodies and third parties, and may authorize others to represent it if its Articles of Association so stipulate. 4. The Simplified Joint Stock Company shall be bound by all acts and dispositions performed by the Chairman, Director or Board of Directors, as the case may be, on its behalf, even if they are outside his competencies, unless the person who dealt with him was in bad faith or knew that those acts and dispositions were outside his competencies.

The provisions relating to the liability of the board of directors of a joint stock company shall apply to the chairman, director or board of directors of a simplified joint stock company, as the case may be.

The provisions of Article seventy- two (72) of the Law shall apply to the chairman, director or board of directors of the Simplified Joint Stock Company, as the case may be.

1. The matters to be submitted to the shareholders for decision shall be specified in the Articles of Association of the Simplified Joint Stock Company in the form and under the conditions specified in the said Articles of Association. However, decisions within the competencies of the ordinary or extraordinary general assembly of the joint stock company regarding the increase or decrease of the capital, conversion, merger, division, dissolution, appointment of auditor, discussion of financial statements, distribution of profits, or amendment of the company's articles of association must be taken by the shareholders. 2. The quorum required for the validity of shareholders' meetings and the issuance of its resolutions shall be specified in the company's articles of association. 3. The Articles of Association may specify different quotas for different matters when they are presented to the shareholders and decided upon. 4. The Articles of Association shall specify the matters for which the unanimous consent of the shareholders is required to pass a resolution.

1. Subject to the Articles of Association, shareholders' meetings of a Simplified Joint Stock Company shall be held at the convening of its Chairman, Director or Board of Directors, as the case may be, in accordance with the conditions specified in the Articles of Association. A shareholders' meeting may be convened at the request of the auditor, if any, or one (1) or more shareholders representing at least ten percent (10%) of the company's shares with voting rights. 2. The convocation to the meeting shall be sent to all shareholders at least five (5) days before the scheduled date, including the place, date and time of the meeting, and the agenda, including the items on which the shareholders' votes are required. The convocation may specify the place, date and time of the second (2) meeting, in case the quorum is not available to hold the first (1) meeting. 3. Shareholders shall be informed of the convocation by registered letters sent to their addresses in the shareholders' register, or through modern technology, unless otherwise stipulated in the Company's Articles of Association. 4. If the shareholders' meeting is called to consider the matters stipulated in paragraph one (1) of Article one hundred forty- five (145) of the Articles of Association, each shareholder shall have the right to obtain and review the information and documents related thereto, at any time within five (5) days prior to the date set for the meeting, unless the Articles of Association stipulate a longer period. 5. Shareholders' meetings shall be held at the Company's head office or any other place they specify, and may be held via modern technology. 6. Shareholders representing all the company's stocks that have voting rights may hold their meeting without taking into account the conditions and periods prescribed for the convocation.

At the end of each fiscal year, the chairman, director or board of directors of the Simplified Joint Stock Company, as the case may be, must prepare the company's financial statements and a report on its activity and financial status for the past fiscal year. These documents and the auditor's report, if any, shall be presented to the shareholders within six (6) months from the end of the company's fiscal year, and shall deposit these documents in accordance with the regulations.

1. The deliberations of the shareholders' meeting and their resolutions or resolutions passed, shall be recorded in minutes in a Special Register signed by the company's chairman, director or board of directors, as the case may be. The company may use modern technology to prove and record the deliberations and resolutions. 2. The Chairman, Director or Board of Directors, as the case may be, shall register with the Commercial Registry the shareholders' resolutions specified by the regulations within fifteen (15) days from the date of their issuance.

1. The company's articles of association may provide that a shareholders' resolution may be issued by passing it without the need for a shareholders' meeting. In such case, the company's chairman, director or board of directors, as the case may be, shall send the proposed resolution and related documents to all shareholders, indicating what the shareholder has to do to approve it and the date by which it is to be issued. 2. Unless the company's articles of association provide for another means of notification, the proposed resolution and related documents may be sent by any of the following means: A- Sent to shareholders by registered letter. B- Personal delivery to the shareholders or their authorized representative. C- Sending it by e-mail or any of the modern technology means. 3. The company's Articles of Association shall specify the quorum required for the validity of passing shareholders' resolutions.

If the Simplified Joint Stock Company is established by (1) one person, or if all of its stocks are owned by (1) one person, the following shall result: A- The liability of this person shall be limited to the amount of money he has allocated to be the capital of the company. B- He shall have the powers and authorities of the shareholders stipulated in this section (section five (5) from article one hundred and thirty- eight to article one hundred and fifty five (155) from this law), and his decisions shall be issued in writing and recorded in a special register with the company.

The company's articles of association may provide for restrictions on the disposal of stocks relating to the following: A- Prohibition of disposal for a period not exceeding ten (10) years from the date of issuance. This period may be extended by the unanimous consent of the shareholders. B- Requiring the approval of the company or the shareholders before disposing of them. Any disposal of stocks in violation of these restrictions shall be considered invalid.

The Articles of Association may stipulate the conditions under which a shareholder is required to waive his stocks, and the purchase price of the stocks shall be assessed according to the fair value, unless the Articles of Association stipulate otherwise. The Articles of Association may provide for the suspension of the rights related to the stock of that shareholder - except for financial rights - until he waives them.

Except for criminal offenses, the company's articles of association may provide for the settlement of disputes or disagreements of whatever nature that may occur between shareholders or between the company and its chairman, director or any of its board members, as the case may be, by resorting to arbitration or other alternative means of settlement.

Unanimous shareholder approval is required to incorporate the provisions of Articles one hundred fifty one (151), one hundred fifty- two (152) and one hundred fifty- three (153) of the Articles of Association, and any amendment to any of them.

Regulations shall specify the provisions necessary to execute the provisions in this section (section five (5) from article one hundred and thirty- eight to article one hundred and fifty five (155) from this law).

Limited Liability Company: It is a company established by (1) one or more natural or legal persons, and its liability is independent of the financial liability of each partner or owner. The company is solely responsible for the debts and obligations incurred or arising from its activity, and neither the owner nor the partner is responsible for these debts and obligations except to the extent of his share in the capital. Article 157: 1. If the Limited Liability Company is established by a single person, or if all its shares are vested in a single person, the following shall apply: A- This person shall have the powers and authorities of the director, the company's board of directors and the general assembly of partners stipulated in this section (section six (6) article from one hundred fifty- six (156) to article one hundred eighty- four (184) of this law), and his decisions shall be issued in writing and recorded in a special register with the company. B- This person may appoint one (1) or more directors who shall be the representative of the company before the judiciary, arbitration bodies and third parties, and responsible for its management in front of the partner who owns the company's shares. 2. A (1) one-person limited liability company shall have a memorandum of association. Any reference to the Memorandum of Association in the provisions applicable to a limited liability company shall mean the Articles of Association.

1. The Memorandum of Association of a Limited Liability Company must contain the following information: A- The names of the partners, and their details. B- The name of the company. C- The company's headquarters. D- The purpose of the company. E- The capital and its distribution among the partners. F- Declaration of the partners to fulfill the value of the shares. G- Duration of the company, if any. H- Management of the company. I- Assignment of shares. J- The means by which the company may direct notifications to partners. K- Decisions of the partners. L- How profits and losses are distributed among the partners. M- The start and end date of the fiscal year. N- Termination of the company. O- Any other terms, conditions or data that the partners agree to include in the company's memorandum of association that does not conflict with the provisions of the law. 2. The following must be attached to the Memorandum of Association at the time of submitting the company's application for incorporation: A- The founders' declaration of compliance with all the requirements of the Law related to the establishment of the company. B- A statement or report prepared by (1) one or more accredited valuers indicating the fair value of the in-kind shares, if any, and a declaration by the remaining founders approving the specified consideration.

The valuation of in-kind shares shall follow the provisions stipulated in Article one hundred fortyone (141) of the Law.

The company shall be managed by (1) one or more directors from the partners or others, and the partners shall appoint the director or directors in the company's articles of incorporation or in a separate contract, for a specific or indefinite period of time. The partners may, by a decision of the partners, form a board of directors if there are more than one (1).

The company's memorandum of association or the partners' decision specifies the method of managing the company, and the majority required for the issuance of decisions when appointing more than (1) one director or forming a board of directors.

1. The Limited Liability Company represents its director before the judiciary, arbitration bodies and third parties, and may authorize others to delegate some of his powers to carry out certain work or actions. 2. Any decision issued to appoint, change or restrict the powers of the director shall not be effective against third parties until it is registered with the Commercial Registry. 3. The company shall be bound by the director's actions that fall within the purpose of the company.

If the limited liability company has only (1) one director, the partners must appoint a new director within fifteen (15) days from the date of knowledge, and the company's auditor, if any, or any of the partners shall have the right to convene the General Assembly to appoint a new director of the company. Article 164: 1. The partners may dismiss the director or directors, whether they are appointed in the articles of incorporation or in a separate contract, and the partners shall appoint (1) one or more directors to succeed those who have been dismissed. If the director is a partner in the company, he may not participate in voting on the decision to dismiss him. 2. (1) One or more partners representing at least one-fourth of the company's capital may apply to the competent judicial authority to request the dismissal of the director or directors.

1. A limited liability company shall have a general assembly consisting of all partners. 2. The General Assembly of the partners shall be convened at the invitation of the director or directors in accordance with the conditions specified in the company's Memorandum of Association, provided that it shall be convened at least once (1) a year within six (6) months following the end of the company's financial year. 3. The General Assembly of Partners may be convened at any time at the request of the directors or the auditor or at the request of (1) one or more partners representing at least (10%) ten percent of the share capital. The invitation shall be sent to all partners by registered letters or by modern technology or by any other means stipulated in the Articles of Association, at least twenty- one (21) days before the date set for the General Assembly. 4. Partners representing all shares of the company's capital may convene a general assembly without taking into account the conditions and periods prescribed for the convocation. 5. The deliberations of the General Assembly of Partners and its decisions or the decisions of the partners by passing shall be recorded in a special register prepared by the company for this purpose. The company may use modern technology to prove and record the deliberations and decisions. 6. General Assembly meetings of partners may be held and the partner may participate in the deliberations and vote on the decisions; by means of modern technology.

1. Partners' resolutions shall be passed at the General Assembly. However, partner resolutions may be introduced by passing them by the partners without the need for a General Assembly. In this case, the company director sends to each partner the proposed resolutions and related documents for the partner to vote on them in writing. 2. Unless the Memorandum of Association stipulates another means of notification, the proposed resolutions and related documents may be sent by any of the following means: A- Sending them to the partners by registered letters. B- Personal delivery to the partners or their legal representative. C- Sending them by e-mail or any of the modern technical means. 3. In all cases, resolutions shall not be valid unless approved by one (1) or more partners representing at least half of the share capital, unless the company's articles of association stipulate a higher majority. 4. If the deliberation or the first consultation does not meet the majority stipulated in paragraph three (3) of this Article, the partners must be invited to the meeting, in which case the decisions shall be issued with the approval of the majority of the shares represented therein, regardless of the percentage they represent in the capital, unless the company's articles of incorporation stipulate otherwise. 5. The company's memorandum of association may specify any other method of convening the meeting or notifying the resolutions.

1. For each fiscal year, the director shall prepare the company's financial statements, a report on its activity and financial position for the previous fiscal year, and his proposals regarding the distribution of profits, if any. The director shall place these documents at the disposal of the auditor, if any, at least forty- five (45) days before the date set for the General Assembly to convene its annual meeting. 2. The director shall provide the partners with the company's financial statements, a report on its activities, and the auditor's report, if any, whether by modern technology or by any other means stipulated in the company's articles of association, at least twenty- one (21) days before the date set for the annual general meeting, and shall also deposit these documents as prescribed by the regulations.

The agenda of the general assembly of partners in its annual meeting must include the following items: A- Reviewing the company director's report on the company's activity and financial status for the past fiscal year. B- Reviewing and discussing the financial statements for the past fiscal year. C- Discuss the auditor's report for the past fiscal year, if any, and take a decision thereon. D- Deciding on the proposal of the company's director regarding the distribution of profits, if any.

1. The General Assembly of Partners may not deliberate on matters other than those on the agenda unless facts arise during the meeting that require deliberation. However, if a partner requests the inclusion of a particular matter in the agenda, the director of the company must comply with the request, otherwise the partner has the right to appeal to the Assembly. 2. Every partner has the right to discuss the topics included in the agenda of the General Assembly of Partners, and the company director is obliged to answer the partners' questions, and if one (1) of the partners considers the response to his question insufficient, he may appeal to the Assembly.

1. Without prejudice to the rights of bona fide third parties, each partner may apply to the competent judicial authority to request the annulment of the decision of the General Assembly of Partners issued in violation of the provisions of the Law or the Company's Memorandum of Association. However, only the partners who objected in writing to the decision or who were unable to object to it after being informed of it, may request the annulment of the decision, and the annulment decision shall be considered as if it had never existed for all partners. 2. The annulment action shall not be heard after the expiration of (90) ninety days from the date of issuance of the decision referred to in paragraph one (1) of this Article. 3. In order to file the lawsuit referred to in paragraph one (1) of this Article, the plaintiff must be a partner in the company during the filing of the lawsuit and during all its procedures.

1. Each partner shall have the right to participate in the deliberations and voting, and shall have a number of votes equal to the number of shares he owns, and no other agreement may be made. 2. Each partner may delegate, in writing, another partner to attend and vote in the partners' meetings, unless the company's memorandum of association stipulates otherwise. The Memorandum of Association may stipulate that a partner may appoint a non-partner in writing to attend the partners' meetings and vote therein. 3. The non-managing partner may submit opinions to the director, and may - or whoever he authorizes - request access at the company's center to its business and examine its records and documents twice (2) during the company's financial year, and the company must fulfill his request within fifteen (15) days from the date of his request. Any condition to the contrary shall be void. 4. Whoever obtains any information - based on this Article - is obligated to maintain its confidentiality and not to use it for any purpose that may harm the company or one (1) of its partners, and is obligated to compensate for any damage arising from non-compliance.

1. The company's articles of association may be amended, including increasing or reducing its capital with the consent of (1) one or more partners representing at least three-fourths of the capital, unless the articles of association stipulate a higher percentage. 2. When approving the increase of the company's capital by issuing new shares, the partner shall have priority in owning the shares issued in exchange for cash shares in proportion to his shareholding in the company's capital, in accordance with the regulations. 3. The capital may not be increased by increasing the nominal value of the partners' shares or suspending the right of priority, except by the unanimous consent of the partners.

Except for criminal offenses, the company's articles of association may stipulate the settlement of disputes or differences of any nature that may occur between the partners or between the company and its directors by resorting to arbitration or other alternative means of settlement.

The partners shall determine the amount of the company's capital in its articles of incorporation, which shall be divided into shares of equal value and shall be indivisible and negotiable. If the share is owned by multiple persons, the company may suspend the use of the rights related to it until the owners of the share choose from among them the one (1) who is considered the sole owner of the share vis-à-vis the company. The company may set a time limit for this choice, failing which it may sell the share for the account of its owners. In this case, the share shall be offered to the other partners and then to third parties, in accordance with Article one hundred seventy- eight (178) of the Law, unless otherwise stipulated in the company's articles of incorporation.

1. Unless otherwise stipulated in the company's Articles of Association, the shares shall have equal rights to the net profits and liquidation surplus. 2. The General Assembly shall determine the percentage to be distributed to the partners from the net profits after deducting the reserves, if any. 3. The partner shall be entitled to his share in the profits in accordance with the decision of the General Assembly or the partners issued in this regard, and the decision shall specify the due date and the date of distribution.

1. The General Assembly of the partners may decide to reduce the capital if it exceeds the company's needs or if the company suffers losses. In the latter case, the decision to reduce the capital shall be issued only after reading a statement at the General Assembly of the partners prepared by the director of the company on the reasons for the reduction and the obligations of the company and the effect of the reduction on their fulfillment, accompanied by a report from the company's auditor. The said statement may be presented to the partners only in cases where the partners' decision is passed. 2. If the reduction of the capital is the result of its increase over the company's needs, each director of the company must prepare a statement of the company's financial solvency that includes the following: A- That on examining the situation of the company at the date of preparation of the statement; he confirms that there is nothing that would make the company unable to pay its debts and obligations. B- that the company is able to pay its debts and obligations due within twelve (12) months following the date of preparation of the statement. 3. Each director of the company must sign the statement referred to in paragraph two (2) of this Article, include the date of its preparation, and provide it to the partners at least fifteen (15) days before the date set for the decision to reduce. 4. The partners shall submit a project to amend the company's memorandum of association, including the reduction of the company's capital, to the Commercial Registry within fifteen (15) days from the date of the reduction decision, and attach to it the documents referred to in paragraphs one (1) and two (2) of this Article, as the case may be. The reduction decision shall be effective after it is registered and published at the Commercial Registry.

1- The Memorandum of Association may stipulate that a certain percentage of the net profits shall be set aside to form a reserve for the purposes specified in the Memorandum of Association. 2- When determining the portion of the shares in the net profits at the annual general meeting, the partners may decide to form reserves, to the extent that achieves the interest of the company or ensures the distribution of stable profits, as far as possible, to the partners. This assembly may deduct from the net profits amounts to achieve social purposes for the company's employees.

1. A partner may assign his share to any of the partners in accordance with the conditions stipulated in the company's articles of association. 2. If a partner wishes to assign his share to another partner in the company - with or without compensation - he must inform the other partners through the company's director of the name of the assignee or the buyer and the terms of the assignment or sale, and the director must inform the other partners as soon as the notification reaches him. Each partner may request the redemption of this share and the payment of its value or its purchase by the Company within thirty (30) days from the date of informing the Director at the agreed price. If more than (1) one partner requests the redemption of this share or shares, it shall be divided among them in proportion to their share in the capital. In case of disagreement on the value of the share, its value shall be estimated at the expense of the redemption requestor or the company, as the case may be, from (1) one or more certified appraisers who prepare a report indicating the fair value of the share of the partner wishing to assign it. If the period specified for exercising the right of redemption expires without any of the partners requesting to redeem the share, or if the redemption requestor does not pay its value, or if the company does not purchase it within that period, its owner shall have the right to assign it to a third party. 3. The Memorandum of Association may stipulate other procedures for notifying the assignment of the share, another valuation method or a longer period for exercising the right of redemption and paying the value or for the company to purchase it. 4. The right of redemption provided for in this Article shall not apply to the transfer of ownership of shares by inheritance, by will or by virtue of a judgment of the competent judicial authority. Article 179: 1. A limited liability company may, in accordance with the Capital Market Law, issue debt instruments or negotiable financing bonds. 2. Debt instruments or financing bonds must be issued with the approval of the partners in accordance with the conditions prescribed for amending the company's articles of association.

1. The Company may purchase or mortgage its shares if its Memorandum of Association so stipulates, and the shares purchased by the Company shall have no vote in the General Assembly. 2. The shares may be mortgaged, and the mortgaged creditor shall have the right to receive the profits, unless otherwise agreed in the mortgage contract. 3. The regulations shall specify the necessary controls to implement the provisions of this Article.

After the approval of (1) one or more partners representing at least ninety percent (90%) of the company's capital, the company's articles of association may stipulate the following: A- The majority partners may require the minority partners to accept an offer from a bona fide buyer to purchase all the shares of the company at the same price, terms and conditions for the purchase of the majority shares. B- The minority partners may require the majority to guarantee the sale of the minority shares in cases where the majority sells their shares at the same price, terms and conditions as the sale of the majority shares.

If the company's losses amount to half of its capital, the company's director must call the general assembly of partners to meet within sixty (60) days from the date of learning that the loss has reached this amount to consider the continuation of the company while taking any of the necessary procedures to address or dissolve those losses. Article 183: 1. Unless the company's articles of association stipulate a larger majority, the term of the company may be extended for another duration by a decision issued by the general assembly of the partners of any number of partners holding half of the shares representing the capital, unless the company's articles of association provide for a larger majority. 2. If no decision is issued to extend the term of the company and it continues to perform its business, its duration shall be extended for a similar term under the same conditions stipulated in its memorandum of association. 3. A partner who does not wish to continue in the company may exit the company, and his shares shall be valued in accordance with the provisions contained in Article one hundred seventy- eight (178) of the Law, and the extension shall be implemented only after selling the share of this partner to the partners or third parties - as the case may be - and paying its value to him, unless the withdrawing partner agrees with the other partners otherwise. 4. A third party who has an interest in not extending the deadline may object to it and insist that it does not apply to him.

The Limited Liability Company shall not be terminated by the death of (1) one of the partners, nor by seizure, nor by the opening of any liquidation proceedings against him in accordance with the Bankruptcy Law, nor by his insolvency, nor by his withdrawal, unless the Memorandum of Association so stipulates.

1. Public non-profit company: A company that takes the form of a shareholding company and has no other form, and spends the profits realized from practicing its activity in any of the public non-profit banks and fields that aim exclusively to serve the community at large. The Ministry, in coordination with the National Center for Non-Profit Sector Development, determines these banks and fields. 2. Private Non-profit Company: A company that takes the form of a limited liability company, joint stock company or simplified joint stock company and does not take any other form, and spends the profits realized from practicing its activity in any of the non-profit banks and fields. 3. A Non-profit company is prohibited from offering its shares for public subscription. 4. The Non-profit company shall be subject to the this section (section seven (7) article from one hundred and eighty- five (185) to article one hundred and ninety- six (196) of this law) relating to the form of the company it adopts, in a manner not inconsistent with its nature.

1. In order to approve the establishment of a public Non-Profit Company, its Articles of Association must stipulate the general Non-profit banks and fields, and a private Non-Profit Company may stipulate in its Memorandum of Association or Articles of Association any Non-profit banks and fields. 2. Subject to the relevant regulations, a Non-profit company may receive cash or in-kind returns for its works, products and services, and engage in any legitimate activity that enables it to achieve profits to be spent in the banks and fields stipulated in its memorandum of association or articles of association.

If the decision to amend the articles of association of a public Non-profit company includes amending the provisions for disposing of assets or amending the powers of the board of directors or the banks and fields of the company, this amendment shall not be effective until after obtaining the Ministry's approval.

1. Every partner or shareholder of a Non-Profit Company shall be a member. 2. The Memorandum of Association or Articles of Association of a Non-Profit Company may stipulate the following: A- Determine the categories, terms and conditions of membership. B- Determining the powers of the membership categories, the topics for which it is necessary to obtain the approval of the special assembly of the company's members, and the necessary quorum for this, including the right to control the director or the board of directors, and to verify that the company's profits are spent on achieving its objectives in the banks and fields stipulated in its articles of incorporation or Articles of Association. C- Granting a certain category of members the right to vote on the company's decisions in a special assembly. D- Granting a certain category of members the right to appoint one (1) or more of the company's directors or members of the Board of Directors, in which case he may only be dismissed by the category that appointed him. E- Issuing Non-negotiable membership certificates. Except for this, it may be stipulated that a member of a private non-profit company may assign his membership. F- Requiring the payment of annual fees or cash or in-kind contributions for (1) one or more categories of membership of the Non-Profit Company. G- Requiring the provision of work or service to the company to obtain its membership. 3. The Ministry may regulate the aspects related to membership in Non-Profit Companies.

Each category of membership entails equal rights and obligations, and the member is entitled to all rights related to his membership, including the right to participate in the deliberations of the members' assemblies and the right of access to the company's records and documents.

Subject to the provisions of the Law, the Memorandum and Articles of Association of the NonProfit Company or its Articles of Association, membership in the Non-Profit Company shall terminate in the following cases: A- Death, or the disappearance of legal personality. B- Assignment of membership in the private Non-profit company to a third party. C- Cancellation in accordance with the provisions of the company's memorandum of association or articles of association. D- Termination of membership without renewal. E - Termination of the company.

A member may request the termination of his membership, provided that he is responsible for compensation to the company in case the termination results in a breach of his obligations to the company.

1. Members' data shall be recorded in a special register prepared by the Non-Profit Company for this purpose. 2. The company shall provide the Commercial Registry with the data of the register referred to in paragraph one (1) of this Article and any amendment to it within fifteen (15) days from the date of registration of the company with the Commercial Registry or from the date of the amendment, as the case may be. Article 193: Subject to the provisions of the relevant laws and the Company's Articles of Association, a public Non-Profit Company may accept gifts, wills and endowments in cash and in kind, manage them, invest them, and spend from their proceeds in accordance with the conditions of the donor, testator or endowment, if any. If the company wishes to amend or break these conditions, and is unable to obtain the consent of the donor, testator or endowment due to his death, incapacity or absence, it may apply to the competent judicial authority to request this, and the competent judicial authority shall decide on the request in accordance with what it deems to fulfill the condition of the donor, testator or endowment.

1. A Non-profit company shall spend the profits realized from the exercise of its activities in the banks and fields stipulated in its memorandum of association or articles of association. The company may allocate some of its profits to develop its investments and expand its business in accordance with the regulations. 2. A Non-profit company is prohibited from distributing any of its profits to any of the company's members, directors, board members or employees, unless it is covered by the banks and fields of the Non-profit company. The regulations shall specify the maximum percentage of profits that can be distributed in accordance with this paragraph. 3. A Non-profit company may pay bonuses or any other reasonable benefits to its directors, board members or employees for the services and work they provide to the company. 4. Any of the members of the Non-profit Company may file a lawsuit before the competent judicial authority on behalf of the Company to request the recovery of any profits distributed or spent in violation of the provisions of this Article. 5. The personal creditor of any member of the general Non-Profit Company may not request execution on the stocks of that member or on the rights related to them.

1. Subject to the relevant laws and decisions, Non-profit companies may be established by government entities, public authorities and institutions, universities, and other authorized public legal entities. 2. Public sector employees may establish or participate in the establishment of public Nonprofit companies. Article 196: The Zakat, Tax and Customs Authority, in coordination with the Ministry, shall establish the necessary controls to ensure that Non-Profit Companies are not subject to the provisions of Zakat collection and tax exemption, and that donations made to these companies are deducted when determining the tax base of the taxpayer.

A professional company is a company established by (1) one or more persons who are legally licensed to practice (1) one or more liberal professions, or by them with others, for the purpose of practicing those professions.

The professional company shall take any of the forms of companies listed in Article four (4) of the Law.

1. In the absence of any specific provision in this section (section eight (8) article from one hundred ninety- seven (197) to article two hundred and fifteen (215) of this law), the provisions concerning the form of the company it adopts shall apply to the professional company, in a manner not inconsistent with its nature. 2. A partner or shareholder in a professional company, regardless of its form, shall not acquire the status of a merchant by virtue of his partnership or ownership of shares or stocks in the company.

1. Persons licensed to practice a single liberal profession may establish among themselves a professional company in any of the forms listed in Article four (4) of the Law. 2. A person licensed to practice (1) one liberal profession may establish a joint-stock, simplified joint-stock or limited liability professional company of (1) one person to practice his profession through it. If he is licensed to practice more than (1) one free profession, he may practice all or some of them through the company, after fulfilling the conditions and controls specified by the regulations. 3. A professional company may be established by those licensed to practice more than (1) one liberal profession, and a joint professional company may also be established between those licensed to practice (1) one or more liberal professions and a non-Saudi professional company. The regulations shall specify the conditions for the establishment of these companies and the regulations governing their activities. 4. A natural person who is not licensed to practice the profession or free professions in question, or a legal person, may participate or contribute to the professional company except for the solidarity company and the simple recommendation company in the capacity of a joint partner. The regulations shall specify the conditions and controls for this and the general rules for managing this type of professional company in a manner that protects the independence of the professional partners or shareholders in practicing their professions.

A partner in a professional company and a shareholder practicing a liberal profession may not participate or contribute to another professional company practicing the same liberal profession, unless the company's memorandum of association or articles of association so stipulate, without prejudice to the relevant regulations. The regulations shall specify the provisions and controls under which a licensed partner or shareholder may participate or contribute to another professional company.

1. A professional company shall be established in accordance with the incorporation procedures prescribed for the form of company. 2. Neither the partners nor the shareholders of a professional company may dissolve it without announcing this and informing all those dealing with it in writing in accordance with the procedures prescribed by the regulations.

A professional company shall not practice the profession or liberal professions of its activity except through its licensed partners or shareholders. However, it may use in its business other persons licensed to practice the profession or professions of its activity, provided that they are subject to the company's supervision and responsibility.

1. A professional company practices only the profession or liberal professions that are the subject of its activity. 2. A professional company may not engage in business. However, it may own real estate assets and invest its funds in real estate, securities, or any other type of investment, to serve its purposes. The regulations specify the controls for this.

1. In practicing the profession or liberal professions that are the subject of its activity, the professional company shall be subject to the supervision of the entity or entities competent to supervise the practice of these professions. 2. The professional company shall comply with the provisions of the laws and regulations set by the competent authority or authorities in accordance with their jurisdiction. 3. The competent authority may access the professional company's records and documents and inspect them - within the limits of its jurisdiction - to verify its compliance with the provisions of the regulations related to the free profession of its activity, and the professional company shall be obliged to provide what is requested of it.

1. Neither a partner nor a shareholder in a professional company may practice his liberal profession except through it, unless it is owned by a single person. 2. With the exception of paragraph one (1) of this Article, a partner or shareholder may practice his liberal profession through other than the company if the other partners agree to this in writing or obtain the approval of the General Assembly, as the case may be. 3. If the partner or shareholder violates the provisions of paragraphs one (1) and two (2) of this Article, the fees and other financial benefits he receives shall be the right of the Company.

1. Without prejudice to paragraph two (2) of this Article, the professional company shall be managed by (1) one or more of its partners or others. If (1) one person manages it, he must be an authorized partner, and if more than (1) one person manages it, the number of authorized partners may not be less than the number specified by the regulations. The company's memorandum of association or articles of association shall specify the conditions for the appointment of the director, his powers, his compensation, the duration of his management of the company, and the method of his dismissal. 2. A professional joint stock company shall be managed by a board of directors consisting of its shareholders or others. The regulations specify the number of board members who must be authorized shareholders. The company's articles of association shall specify the powers of the board and the provisions related to its composition.

The authority of the director or the board of directors of a professional company - owned by more than (1) one person - may not include anything that compromises the independence of the partners or shareholders in the exercise of their independent professions.

1. Each partner or shareholder of a professional company shall be personally liable for his professional errors towards the company and the other partners or shareholders, as the case may be. 2. The professional company shall be liable to compensate the damage caused to third parties due to the professional errors of the partners or shareholders, as the case may be, or its employees.

The Minister may, by decision, condition the practice of a professional company for certain activities or dealings on obtaining insurance coverage for professional errors, after coordination with the authority or authorities concerned by law with supervising the practice of the profession.

1. If a partner or shareholder of a professional company temporarily loses his license to practice his liberal profession, he shall immediately refrain from working in the company until the license is restored. If he is the sole practitioner of that profession among the other partners or shareholders, or the sole owner of the professional company, the company must stop practicing the profession until the license is restored. The company's memorandum of association or articles of association shall specify how to distribute its profits and losses upon the occurrence of either of these (2) two cases, for a professional company that is not owned by (1) one person. 2. If a partner or shareholder in a professional company loses his license to practice his liberal profession permanently, he shall be deemed to have withdrawn from the company, unless the company's memorandum of association or articles of association stipulate that he continues to be a partner or shareholder who is not licensed to practice the profession in the company, provided that the conditions, controls and rules referred to in paragraph four (4) of Article two hundred (200) of the Law are fulfilled. 3. If a partner or shareholder in a professional company loses his license to practice his liberal profession permanently and is the sole practitioner of that profession among the partners or shareholders, or the professional company is owned by a single person, or the death of a partner or shareholder in a professional company or his renunciation of his share or stocks results in the company losing the sole practitioner of a liberal profession among its partners or shareholders; the company must stop practicing that profession, and in this case a period of six (6) months is given to correct its situation in accordance with the provisions of the Law. The Minister may extend this period for a similar period if he deems it advantageous to do so. Upon the expiration of the deadline, the company shall lapse without rectifying its status.

1. If (1) one of the partners in the professional limited liability company or (1) one of the shareholders in the professional joint stock company or the professional simplified joint stock company dies, his share or stocks, as the case may be, shall be transferred to his heirs, unless the company's articles of incorporation or articles of association stipulate otherwise. 2. If one (1) of the partners in the professional partnership company dies, the company shall continue among the remaining partners, and his share shall belong to his heirs, and the value of the deceased partner's share shall be estimated by (1) one or more certified assessors who prepare a report indicating the fair value of each partner's share in the company's assets on the date of the partner's death. The heirs shall not have a share in what emerges thereafter, except to the extent that these rights result from operations prior to the death of their heirs. 3. It may be stipulated in the memorandum of association of the professional partnership company or in a special agreement between the heirs of the deceased partner and the other partners in the company, that the heirs of the deceased partner replace their heirs as partners in the company by converting it into a limited partnership company, a joint stock company, a simplified joint stock company or a limited liability company. In the case of converting the company into a limited partnership company, the heirs shall have the status of a testamentary partner. 4. If (1) one of the partners in a professional limited partnership company dies, his share shall be transferred to his heirs, unless the company's articles of association stipulate otherwise. The heirs, if they participate in the company, shall have the status of a testamentary partner. Article 213: 1. The conditions, controls and rules referred to in paragraph four (4) of Article two hundred (200) of the Law shall apply with respect to the shares or stocks that are transferred from the deceased partners or shareholders of the professional company to their heirs. 2. If any of the heirs is licensed to practice the profession or any of the professions subject to the company's activity, such heir may be a partner or shareholder practicing his profession through the company if the majority of the partners agree or obtain the approval of the General Assembly. If they do not agree, the heir shall be a non-practicing partner or shareholder, and in this case he may practice his profession through other than the company, except from the provision of Article two hundred and six (206) of the Law. 3. If any of the heirs is a practicing partner or shareholder in another professional company practicing the same liberal profession, he may own the shares or stocks inherited to him as a non-practicing partner or shareholder, except from the provision of Article two hundred and one (201) of the Law.

The memorandum of association of the professional limited partnership company and the professional limited partnership company shall specify the consequences of the interdiction or insolvency of the joint venture partner or the opening of any of the liquidation procedures against him in accordance with the Bankruptcy Law.

The partners or shareholders of a professional company may transform it into another form of company listed in Article four (4) of the Law, after fulfilling the conditions and controls stipulated by the Law and regulations.

Holding company: A joint stock company, simplified joint stock company, or limited liability company that establishes companies or owns shares or stocks in existing companies that become its subsidiaries.

A company is considered a subsidiary of a holding company in any of the following cases: A- If the holding company is a partner or shareholder that owns shares or stocks in the capital of the subsidiary that gives it a majority of the voting rights in it. B- If the holding company is a partner or shareholder that alone controls the appointment of the director or a majority of the board of directors or has the power to dismiss the director or a majority of the board of directors. C- If the holding company is a partner or shareholder that alone controls the majority of the voting rights, based on an agreement with the other partners or shareholders. D- If the subsidiary company is a subsidiary of the holding company.

1. The subsidiary company may not own shares or stocks in the holding company. Any act that would transfer the ownership of shares or stocks from the holding company to the subsidiary shall be considered invalid. 2. If the subsidiary company owns shares or stocks in the holding company before it becomes a subsidiary, the following must be taken into consideration: A- The subsidiary company shall not have the right to make or vote on decisions in the holding company. B- The subsidiary company must dispose of these shares or stocks within twelve (12) months from the date of becoming a subsidiary of the holding company. The competent authority may increase this period. 3. The provisions of paragraphs one (1) and two (2) of this Article shall not apply to persons licensed according to the provisions of the Capital Market Law and its implementing regulations, if their ownership of shares or stocks in the holding company is within the usual framework of their activity. The competent authority may specify other cases to which the provisions of this Article shall not apply.

Regulations shall specify the provisions necessary to execute the provisions of this section (section nine (9), articles from two hundred and sixteen (216) to articles two hundred and nineteen (219) of this law).

1. A company may be transformed into another form of company by a decision issued in accordance with the conditions prescribed for amending its memorandum of association or articles of association and after fulfilling the conditions of incorporation, restriction and registration prescribed for the form to which the company has been transformed. 2. The transformation of the company into a simplified joint stock company shall require the unanimous consent of the partners or shareholders. 3. Owners of individual institutions may transfer their assets to any form of company established in accordance with the provisions of the Law. Such incorporation shall not discharge the owners of the individual institutions from their responsibilities for the debts and obligations of the individual institutions prior to the incorporation of the company, unless the creditors expressly accept this. 4. Without prejudice to the possibility of transformation based on paragraph one (1) of this Article and the conditions of incorporation, restriction and registration prescribed for the joint stock company, the partnership company, limited partnership company and limited liability company may be transformed into a joint stock company if the partners owning more than half of the capital so request, unless the articles of association stipulate a lower percentage, provided that all shares of the company are owned by those provided that all shares of the company are owned by those related by lineage or kinship or from among them what is owned to endow or arise from the will of (1) one of the partners. Any condition contrary to the provisions of this paragraph shall be deemed null and void.

1. Subject to the provision of paragraph one (1) of Article two hundred twenty (220) of the Law, a private Non-profit Non-public company may transform into any form of company unless the company's memorandum of association or articles of association stipulates otherwise, provided that any profits, reserves, donations or others in excess of the capital upon incorporation shall be spent in the banks and Non-profit fields stipulated in its memorandum of association or articles of association, and any exemptions obtained by it shall be refunded. The regulations shall specify the provisions thereof. 2. Any company may be transformed into a public or private Non-profit company by the unanimous consent of the partners or shareholders.

Without prejudice to the provisions for the assignment of shares or stocks according to the form of the company, partners or shareholders who object to the transformation resolution may exit the company upon a written request submitted to it within fifteen (15) days from the date of issuance of the resolution. In this case, the fulfillment of the value of their shares or stocks shall be in accordance with the agreed value or according to a report prepared by (1) one or more certified valuers indicating an estimate of the fair value of their shares or stocks on the date of transformation, unless the company's memorandum of association or articles of association stipulates otherwise. In case of dispute, the objector may resort to the competent judicial authority.

The transformation of the company does not result in the creation of a new legal entity, and the company retains its rights and remains liable for its obligations prior to the transformation.

The transformation of a partnership company or a limited partnership company into any form of company shall not result in the release of solidarity partners from their liability for the company's debts prior to the transformation, unless the creditors expressly accept this or if none of them object to the partners' decision to transform within thirty (30) days from the date they were informed of it by registered letter or by modern technical means.

1. A merger is the joining of (1) one or more companies with another existing company, or by combining (2) two or more companies to form a new company. 2. The merger proposal must be prepared for approval by each company party to it in accordance with the conditions prescribed for amending its memorandum of association or articles of association, and the merger proposal shall specify its terms, indicate the nature and value of the consideration, including the number of shares or stocks belonging to the merged company in the capital of the merging company or the company arising from the merger, and a statement on the ability of each company party to the merger to fulfill its debts. 3. Subject to the provisions of the relevant laws, a company, even if it is in liquidation in accordance with the provisions of the Law, may merge into another company of its form or of another form. 4. The merger shall not be valid until the assets of each company party to the merger have been evaluated. 5. The consideration in the merger shall be shares or stocks in the merged company or arising from the merger. 6. The competent authority may determine the controls and procedures for executing the provisions of this Article, including the monetary consideration for the purchase of fractional shares or stock, or to compensate the partner or shareholder who objects to the merger resolution, and the voting controls of the partner or shareholder in the event that he has an interest other than his interest as a partner or shareholder in the company.

The regulations shall specify the controls governing the merger of (1) one or more companies into a wholly-owned company, or the merger of (2) two or more companies wholly owned by the same partners or shareholders, and may exempt these cases from some of the provisions in this section (section ten (10), articles from two hundred and twenty (220) to article two hundred and thirty- four (234) of this law).

1. Each company party to the merger must announce it at least thirty (30) days before the date set for deciding and voting on the merger proposal. 2. Any of the creditors of the merged company may object to the merger by registered letter to the company or by any other means specified in the announcement referred to in paragraph one (1) of this Article, within fifteen (15) days from the date of the announcement, and the company shall fulfill the debt of the objecting creditor if it is current or provide sufficient security to fulfill it if it is postponed. 3. A creditor who notified the Company of his objection to the merger in accordance with paragraph two (2) of this Article and the Company did not fulfill the debt if it is current or did not provide sufficient security to fulfill it if it is postponed, may apply to the competent judicial authority within a period not less than ten (10) days before the date set for the merger decision, and the competent judicial authority in this case shall order the fulfillment of the debt If it deems that the merger will result in serious damage to the objecting creditor without the merged company or the merging company being able to fulfill the debt or provide the guarantee, it may order the suspension or postponement of the merger, provided that its decision shall be issued before the merger decision takes effect. If the competent judicial authority does not decide on the creditor's objection before the entry into force of the merger decision and subsequently proves the validity of the objecting creditor's claim, it may issue a decision to compensate him for the damages he suffers as a result of this merger.

The merger decision shall be effective from the date the data of the merged company is entered in the register of the merging company in the Commercial Registry, otherwise the merger decision shall be effective from the date the resulting company is entered in the Commercial Registry.

All rights, obligations, assets and contracts of the merged company or companies shall be transferred to the merged company or the company arising from the merger. The merged company or the company arising from the merger shall be considered the successor of the merged company or companies.

1. Without prejudice to the provisions of the Capital Market Law, when a person, or more than one (1) person acting by agreement, increases their ownership to an extent that - individually or jointly with the persons acting by agreement with them - reaches ninety percent (90%) or more of the stocks of a joint stock company that has voting rights, whether directly or indirectly, or when contracting to purchase this percentage unconditionally, this must be disclosed to the company's shareholders. Within ninety (90) days from the date of disclosure, any of the company's shareholders may submit a request to the percentage owner or the purchaser to make an offer to purchase his stocks, and the percentage owner or the purchaser must make an offer to the person making such a request to purchase his stocks. 2. Without prejudice to the provisions of the Capital Market Law, a shareholder whose ownership has reached ninety percent (90%) of the shares of the shareholding company with voting rights, whether directly or indirectly, and who has contracted to purchase this percentage unconditionally, may apply to the competent authority within a period not exceeding sixty (60) days from the date of reaching that amount or from the date of contracting unconditionally to purchase this percentage, to obtain approval to make a compulsory offer to compel other shareholders to sell their stocks to him. 3. Any shareholder of the joint stock company within sixty (60) days from the date of submitting an offer to purchase his stocks in the company in accordance with paragraph one (1) of this Article or from the date of submitting the compulsory offer to purchase his stocks in the company in accordance with paragraph two (2) of this Article, may resort to the competent judicial authority to object to the purchase price, and may not - in the case of a compulsory offer In the case of a compulsory offer in accordance with paragraph two (2) of this Article, the effectiveness of the compulsory offer may not be suspended except by a decision of the competent authority, and the settlement of the compulsory offer shall be within a period of seven (7) days from the expiration of the period granted to the shareholders to object unless the competent judicial authority orders otherwise. 4. The regulations shall specify the controls necessary to implement the provisions of this Article, including the controls related to disclosure, the purchase price and the periods related to the cases mentioned in paragraphs one (1) and two (2) of this Article.

A company may be divided into two (2) or more companies, even if it is in liquidation. The company or companies resulting from the division may take any of the forms of companies listed in Article four (4) of the Law.

The decision to divide a company shall be issued in accordance with the conditions prescribed for amending its memorandum of association or articles of association. The division decision must include a statement of the number of partners or shareholders, the share of each of them in the company or companies arising from the division and the company being divided, the rights and obligations of these companies, and how the assets, rights and obligations are distributed among them.

The company arising from the division shall be the successor to the divided company to the extent of what has passed to it in accordance with the division decision. However, the creditors of the divided company may claim the (2) two companies or companies arising from the division for the performance of the debts and obligations of the divided company, and the (2) two companies or companies are jointly liable for the performance of such debts and obligations; except in cases where it is agreed with the creditors that their rights to claim are transferred to the company arising from the division to which the debts and obligations have been assigned.

The regulations specify the controls related to the division of the company, including the procedures, circumstances and conditions that must be met for the division, depending on the form of the company.

Without prejudice to the special agreements concluded between the Kingdom and certain countries or foreign companies, and the regulations in force in the Kingdom, and except for the provisions related to the establishment of companies, the provisions of the Law shall apply to foreign companies that carry out their activities and business inside the Kingdom. Article 236: The foreign company conducts its activity and business inside the Kingdom through a branch, representative office or any other form, in accordance with the Foreign Investment Law and other relevant statutory provisions.

Every branch or representative office of a foreign company must put on all its papers, documents and publications its address in the Kingdom, in addition to the company's full name, address and headquarters.

1. The application to register a branch of a foreign company must include the start and end date of the branch's fiscal year. 2. With the exception of representative offices, the branch of a foreign company must prepare financial statements for its activity within the Kingdom in accordance with the accounting standards adopted in the Kingdom, and deposit these documents and the auditor's report thereon, within six (6) months from the end of the fiscal year of the branch's activity as specified by the regulations. 3. The appointment of the auditor may be by a decision of the director of the foreign company's branch based on the authorization of the foreign company.

A foreign company's branch or representative office within the Kingdom is considered its domicile with regard to its activity and business within the Kingdom, and all regulations in force in the Kingdom apply to it.

If the foreign company engages in its activity and business before completing the licensing procedures, if any, and registering it with the Commercial Registry, or performs acts in excess of its license, the company and the persons who engaged in that activity and performed those acts shall be jointly and severally liable for them. Article 241: If the foreign company's presence in the Kingdom is for the purpose of implementing certain works within a specified period of time, it shall be registered with the Commercial Registry on a temporary basis and its registration shall terminate upon completion of such works and their implementation, and the registration shall be deleted after the liquidation of its rights and obligations, in accordance with the provisions of the Law and other applicable laws. However, it may be continued after fulfilling the necessary statutory requirements. The Ministry, in coordination with the Ministry of Investment, may establish the necessary controls to implement the provisions of this Article.

1. Before the partners, general assembly or shareholders take a decision to dissolve the company, the company's directors or board members shall prepare a statement stating that they have examined the company's conditions, including confirmation that the company's assets are sufficient to pay its debts by the end of the proposed liquidation period and that the company is not in default according to the Bankruptcy Law. This statement shall be presented within thirty (30) days from the date of its preparation to the partners, the General Assembly or the shareholders to take a decision to dissolve the company. 2. If the statement referred to in paragraph one (1) of this Article shows that the company's assets are not sufficient to pay its debts or that the company is in default according to the Bankruptcy Law, the partners, general assembly or shareholders may not decide to dissolve the company, otherwise they shall be jointly liable for any remaining debt owed by the company.

Subject to the causes of dissolution specific to each form of company, the company shall be dissolved for one (1) of the following causes: A- Expiration of its fixed term - if it has a fixed term - unless it is extended in accordance with the provisions of the Law. B- The agreement of the partners or shareholders to dissolve it. C- Issuance of a final court ruling on its dissolution or invalidity.

1. If the company enters liquidation in accordance with the provisions of the Law, the partners, the General Assembly or the shareholders shall take liquidation procedures, and the company shall retain its legal personality to the extent necessary for liquidation. 2. If the company lapses for any of the reasons stipulated in the Law, the partners, shareholders, directors or board of directors, as the case may be, shall prepare the statement referred to in paragraph one (1) of Article two hundred and forty two (242) of the Law, unless it was prepared before its dissolution and the period from the date of its preparation did not exceed thirty (30) days. 3. If the Company is dissolved and its assets are insufficient to pay its debts or it is in default according to the Bankruptcy Law, it shall apply to the competent judicial authority to open any of the liquidation procedures according to the Bankruptcy Law. 4. If the company is liquidated in violation of this Article, the partners, shareholders, directors or board of directors, as the case may be, shall be jointly liable for any remaining debt. 5. A public Non-profit company may not be liquidated without obtaining the Ministry's approval.

Unless the company's memorandum of association or articles of association, or the partners, general assembly or shareholders, as the case may be, agree on how to liquidate the company upon its dissolution, the liquidation shall be in accordance with the provisions stipulated in the Law.

1. The authority of the company's director or board of directors shall cease upon its dissolution. However, they continue to manage the company, and to third parties they are considered to be the liquidator until the liquidator is appointed. 2. The company's assemblies shall remain in existence during the liquidation period, and their role shall be limited to exercising their powers that do not conflict with those of the liquidator. 3. During the liquidation period, the partner or shareholder shall continue to have the right of access to the company's documents stipulated in the law, the company's memorandum or articles of association.

1. (1) One or more liquidators, partners, shareholders, or others, shall perform the liquidation. 2. The liquidation period under the Law shall not exceed three (3) years, and may not be extended except by order of the competent judicial authority.

1. The liquidator shall be appointed by a decision of the partners, general assembly or shareholders in accordance with the conditions prescribed for amending the company's memorandum of association or articles of association, depending on the form of the company, within a period not exceeding sixty (60) days from the date of the company's termination. If the liquidator cannot be appointed within that period, he shall be appointed by a decision of the competent judicial authority upon a request submitted by any of the partners, shareholders or a concerned party. 2. With the exception of the provision of paragraph one (1) of this Article, if the dissolution of the company is the result of its dissolution or invalidation by a final judicial ruling, the liquidator shall be appointed by a decision of the judicial authority that issued that ruling. 3. Before issuing the decision to appoint the liquidator in accordance with the provisions of paragraphs one (1) and two (2) of this Article, the competent judicial authority shall request the partners, shareholders, directors or board of directors of the company, as the case may be Submit the statement referred to in paragraph one (1) of Article two hundred and forty two(242) of the Law or the necessary accounting data and records, or financial statements, if any, proving that the company's assets are sufficient to pay its debts by the end of the liquidation period as provided for in this section (section twelve (12) articles from two hundred and forty two (242) to article two hundred and fifty nine (259) of this law) and that the company is not in default according to the Bankruptcy Law, within a period not exceeding thirty (30) days from the date of the request, and if the competent judicial authority finds that the company's assets are not sufficient to pay its debts, it shall take the necessary measures to open any of the liquidation procedures in accordance with the Bankruptcy Law. 4. In all cases, the decision to appoint the liquidator must include the determination of his powers and fees, the restrictions imposed on him, if any, and the period required for liquidation.

The liquidator shall register and publicize his appointment at the Commercial Registry, and his appointment or the liquidation proceedings shall not be invoked against third parties except from the date of registration and publicity. Article 250: 1. The liquidator shall be dismissed in the manner in which he was appointed. In all cases, the competent judicial authority may, upon the request of any of the partners, shareholders or creditors of the company for acceptable causes, order his dismissal. 2. The decision or judgment dismissing the liquidator shall include the appointment of his replacement and specify his powers and fees.

If there are multiple liquidators, they must act jointly, and their actions shall be valid only by their unanimity, unless the decision appointing them stipulates otherwise or the entity that appointed them authorizes them to act otherwise.

1. Subject to the restrictions provided for in the resolution appointing the liquidator, the liquidator shall represent the company before the judiciary, arbitration bodies and third parties, and shall perform all acts required by the liquidation, in particular the transformation of the company's assets into cash, including the sale of movables or real estate by auction or any other method that ensures obtaining the best possible price. 2. The liquidator may sell the company's assets in bulk, or offer them as a share in another company, if authorized by the entity that appointed him. 3. The liquidator may not start new business unless it is necessary to complete previous business. 4. The company shall be bound by the liquidator's actions within the limits of his powers. 5. The liquidator's powers shall terminate at the end of the liquidation works, or at the end of the liquidation period (whichever is earlier), unless extended in accordance with the provisions of the Law.

1. The director or board of directors of the company shall provide the liquidator upon his appointment with the company's records, documents, explanations and data requested by him. 2. Within ninty (90) days of commencing his work, the liquidator shall prepare an inventory of all the company's assets, rights and liabilities, and request the company's auditor, if any, to issue a report on that inventory. The entity that appointed the liquidator may extend this period if necessary. 3. At the end of each financial year, the liquidator shall prepare financial statements and a report on the liquidation work, including a statement of his observations and reservations on the liquidation work and the reasons that hindered or delayed it, if any, and his suggestions for extending the liquidation period. He must provide the Commercial Registry with a copy of these documents and submit them to the partners, general assembly or shareholders for approval in accordance with the provisions of the company's memorandum of association or articles of association.

If at any time during the liquidation, the liquidator realizes that the company's assets are not sufficient to pay its debts, he must immediately inform the partners or shareholders and the company's creditors, and apply to the competent judicial authority to open any of the liquidation procedures in accordance with the Bankruptcy Law.

1. The liquidator shall pay the company's debts if they are current in order of priority, and set aside the amounts necessary to pay them if they are postponed or disputed. 2. The debts arising from the liquidation shall have priority over other debts. 3. After paying the debts, the liquidator shall return to the partners or shareholders the value of their shares or stocks in the capital, and distribute the surplus to them according to the provisions of the company's memorandum of association or articles of association. If the Memorandum of Association or Articles of Association do not contain provisions in this regard, the surplus shall be distributed to the partners or shareholders in proportion to their shares or stocks in the capital. 4. If the company's net assets are insufficient to fulfill the value of the partners' shares or shareholders' stocks, the loss shall be distributed among them according to the ratio prescribed in the distribution of losses.

1. Upon liquidation, the net assets of the Non-Profit Company shall be transferred to the persons or Non-Profit Entities specified in the Non-Profit Company's Memorandum of Association or Articles of Association. 2. If the net assets of the Non-Profit Company arise from a gift, will, or endowment, they shall be transferred to the persons or Non-Profit Entities specified by the donor, testator, or endowment. 3. If the company's memorandum of association or articles of association do not specify the persons or Non-profit entities to which its funds shall be transferred, and if the donor, testator or endowment does not specify them, the funds shall be transferred - after obtaining the Ministry's approval - to persons or Non-profit entities that aim to achieve similar or identical banks and fields to the banks and fields specified for those funds. 4. The persons or Non-profit entities to which the funds have been transferred shall be obligated to use them in the banks and fields specified for them.

1. Upon completion of the liquidation work, the liquidator shall submit a detailed financial report on his work. The liquidation shall end with the approval of the entity that appointed the liquidator on this report. 2. The liquidator shall register and publicize the end of the liquidation at the Commercial Registry. The termination of liquidation shall not be recognized against third parties except from the date of removal of the company's registration from the Commercial Register.

1. The liquidator shall be liable to compensate the damage caused to the company, partners, shareholders or third parties as a result of exceeding the limits of his powers or as a result of errors committed by him in the performance of his duties. 2. Liability shall be either personal to the liquidator himself or shared by all liquidators if they are several and the decision is unanimous, unless each of them has the right to act individually in accordance with the provision of Article two hundred fifty- one (251) of the Law.

Except in the cases of forgery and fraud, the case against the liquidator shall not be heard after five (5) years from the date of the removal of the company's registration at the Commercial Registry. Article 260: Without prejudice to any penalty stipulated by another law, a punishment by imprisonment for a period not exceeding three (3) years and/or a fine not exceeding five million SAR (5,000,000) : A- Any director, officer, board member, auditor or liquidator who deliberately recorded false or misleading data or information in the company's financial statements or in the reports he prepares or in the statements regarding the reduction of the company's capital or the sufficiency of its assets to pay its debts upon liquidation, and other reports and statements presented to the partners, general assembly or shareholders in accordance with the provisions of the law, or deliberately omitted to mention a material fact in any of the above with the intention of showing the company's financial position contrary to the truth. B- Any director, officer or board member who uses the company's funds, the powers he holds, or the votes he possesses in that capacity, in a manner that he knows is against the interests of the company; to achieve personal purposes, to favor a company or person, or to benefit from a project or transaction in which he has a direct or indirect interest. C- Any liquidator who uses the company's funds, assets or rights with third parties in a manner that he knows is against the company's interests or intentionally causes harm to partners, shareholders or creditors; to achieve personal purposes, to favor a company or person, to benefit from a project or transaction in which he has a direct or indirect interest, or to favor one (1) creditor over another in fulfilling his right without a legitimate reason.

Without prejudice to any penalty stipulated by another law, shall be punished with imprisonment for a period not exceeding (1) one year and/or a fine not exceeding one million SAR (1,000,000), or (1) one of these (2) two penalties: A- Any auditor who fails to inform the company through the devices or persons responsible for its management of irregularities that he discovers during his work and which appear to him to be criminal offenses. B- Whoever obtains benefits or guarantees, or promises them, in exchange for voting in a certain direction or not participating in voting; in order to harm the interests of the company, as well as whoever grants, guarantees or promises such benefits. C- Anyone who announces, publishes, or declares by any means, with the intention of creating the illusion that the registration of a company that has not completed its registration procedures with the Commercial Registry has taken place. D- Any public employee who discloses to the competent authorities the company's secrets that he was informed of by virtue of his job. E- Anyone who, in order to fulfill the quotas and attract subscriptions, publishes the names of persons falsely and considers them to be associated with the company, or that they will be associated with it in any way. F- Whoever decides to distribute, allocate, distribute or receive profits or returns in bad faith; in violation of the provisions of the Law, the Company's Memorandum of Association or Articles of Association, and any auditor who is aware of such violation and fails to report it in his report. G- Whoever exaggerates or provides false declarations or statements from partners, shareholders or others regarding the valuation of in-kind shares, the distribution of shares among partners or stocks among shareholders, or the fulfillment of their full value with knowledge thereof, whether at the time of the company's establishment, capital increase or when amending the distribution of shares among partners or stocks among shareholders. H- Any director, officer, board member or auditor who fails to convene the general assembly of the partners or shareholders - or fails to take the necessary measures, as the case may be upon learning that the losses have reached the estimated limits in accordance with the provisions of Articles one hundred thirty two(132) and one hundred eighty two (182) of the Law. I. Any director, officer, board member, auditor or liquidator who exploits or discloses any of the company's secrets with the intention of harming it. J- Anyone who intentionally obstructs the work of those who have the right - according to the Law - to access the company's papers, documents, accounts, records and files, or causes this, or refuses to enable them to perform their work. K- Any person appointed to inspect the company deliberately proves false facts in his reports, or deliberately omits to mention material facts that would affect the outcome of the inspection.

Without prejudice to any penalty stipulated by another law, a fine of not more than five hundred thousan (500,000) riyals: A- Whoever causes the disruption of the call or convening of the General Assembly of partners or shareholders, and whoever prevents a partner or shareholder from participating in a shareholders' or partners' assembly, or prevents him from having the voting rights associated with his shares or stock in the company in violation of the provisions of the law. B- Anyone who fails to fulfill his duty to convene the general assembly of partners or shareholders within the period prescribed for its convening in accordance with the provisions of the Law. C- Anyone who accepted his appointment as a member of the Board of Directors of a joint stock company or continued to hold membership therein in violation of the provisions of the Law, and any member of the Board of Directors of a company in which these violations occurred and was aware of them and did not object to them in accordance with the provisions of the Law. D- Any member of the board of directors of a joint stock company who obtained a guarantee or loan from the company in violation of the provisions of the Law, and any member of the board of directors of a company in which this violation occurs and was aware of it and did not object to it in accordance with the provisions of the Law. E- Any person who fails to perform his duty in maintaining the company's accounting records and supporting documents to clarify its business and contracts, or in preparing the financial statements in accordance with the accounting standards adopted in the Kingdom or depositing them in accordance with the provisions of the Law. F- Whoever neglects to perform his duty to provide the competent authority with the documents stipulated in the Law. G- Whoever neglects to perform his duty to place the necessary documents within the reach of the partner or shareholder in accordance with the provisions of the Law. H- Whoever neglects to perform his duty to prepare and record the minutes of the meetings in accordance with the provisions of the Law. I- Whoever neglects his duty to include any of the data mentioned in Article twelve (12) of the Law. J- Any person who accepts or continues to perform the work of the auditor knowing that there are reasons that prevent him from performing such work in accordance with the provisions of the Law. K- Whoever neglects to perform his duty to register the company with the Commercial Registry in accordance with the provisions of the Law, and whoever fails to register the amendment of the company's memorandum of association or articles of association with the Commercial Registry in accordance with the provisions of the Law. L- Whoever intentionally proves in the company's memorandum of association or articles of association or other documents of the company or its application for incorporation or the documents and files accompanying this application, statements that are untrue or contrary to the provisions of the Law, and whoever knowingly signs these documents or registers them with the Commercial Registry. M- Any director or board member of a professional company who violates the regulations governing the activity of professional companies or the general conditions, controls and rules referred to in Article two hundred (200) of the Law. N- Anyone who violates the provision of Article two hundred and two (202) , paragraph two (2) of the Law, and any director or board member of a professional company who violates the provision of Article two hundred and four (204) of the Law. O- Every director, board member or sole proprietor of a professional company if it is practicing a liberal profession without any of its partners or shareholders being licensed to practice it. P- Any liquidator who fails to fulfill his duty to register his appointment decision or to register and notify the end of liquidation at the Commercial Registry in accordance with the provisions of the Law. Q- Any person who neglects to take the necessary corrective measures to address the violation committed after being informed of it in accordance with the provisions of the Law. R- Any auditor who fails to fulfill his duties stipulated in the Law. S- Any company or its official who fails to observe the application of the provisions of the law and regulations or fails to comply with the controls or decisions issued by the competent authority, without giving a reasonable cause for this.

1. The determination of the penalty shall take into account the severity of the crime or violation, its circumstances, conditions, and effects. 2. In case of recidivism, the penalties prescribed for the crimes stipulated in Articles two hundred and sixty (260) and (261) of the Law shall be doubled. Anyone who commits the same crime for which a final two hundred and sixty one judgment or decision of conviction has been issued within (3) three years from the date of issuance of that judgment or decision shall be considered a repeat offender under the provisions of the Law.

1. The competent judicial authority may take, in addition to or instead of the penalties prescribed in Articles two hundred sixty (260) and two hundred sixty one (261) of the Law, any of the following: A- Warning the person concerned. B- Requiring the person concerned to take the necessary steps to avoid the occurrence of the offense, or to take the necessary corrective steps to address its effects. C- Requiring the person concerned to stop or refrain from conducting the work that is the subject of the case. D- Prohibition from membership in the board of directors of the listed shareholding company. 2. The competent authority has the right to take, in addition to or instead of the penalties prescribed in Article two hundred and sixty two (262) of the Law, any of those mentioned in paragraphs one (1) subparagraph (A) and (B) of this Article with regard to violations.

The Public Prosecution is competent to investigate and prosecute the crimes stipulated in Articles two hundred and sixty (260) and two hundred and sixty one (261) of the Law.

1. The competent judicial authority shall hear and adjudicate all civil and criminal cases and disputes arising from the application of the provisions of the Law and Regulations, and shall impose the prescribed penalties for violating their provisions, except with respect to shareholding companies listed on the Stock Market. 2. The Securities Dispute Resolution Committee shall consider and adjudicate grievances against the Authority's decisions and all civil and criminal lawsuits and disputes arising from the application of the provisions of the Law and Regulations, and shall impose the prescribed penalties for violating their provisions, with respect to the listed shareholding companies. The Committee shall apply the rules and procedures it is required to follow in accordance with the Capital Market Law in relation to the cases it is competent for in accordance with the provisions of the Law.

1. By a decision of the Minister, a committee shall be formed at the Ministry, consisting of not less than three (3) members, headed by a person with legal qualifications, and shall be competent to consider the violations stipulated in Article two hundred and sixty two (262) of the Law, and impose penalties for them, except for violations related to shareholding companies listed on the financial market. The Minister may determine the violations for which direct penalties may be imposed without submitting them to the committee. The person against whom the penalty decision is issued has the right to appeal to the competent judicial authority within thirty (30) days from the date of notification in accordance with the means of notification specified in the regulations. The rules of work of the committee, and the remuneration of its chairman, members and secretariat, shall be issued by a decision of the Minister. 2. The Board of the Authority shall be competent to impose the prescribed penalties for the violations stipulated in Article two hundred and sixty two (262) of the Law relating to shareholding companies listed in the financial market, and the person against whom a decision is issued by the Board of the Authority shall have the right to appeal to the Securities Dispute Resolution Committee in accordance with the provisions of the Capital Market Law.

1. Employees assigned to seize the acts stipulated in Articles two hundred and sixty (260), two hundred and sixty one (261) and two hundred and sixty two (262) of the Law, under a decision by the competent authority, shall have the status of criminal seizure in proving the crimes and violations stipulated in the Law, and, for this purpose, they may seize whatever records and documents they deem relevant to the crime or violation. 2. The Minister and the Board of the Authority, as the case may be, may issue rules and regulations governing the work and tasks of the employees referred to in paragraph one (1) of this Article and establish rules for granting financial remuneration to employees for detecting the crimes and violations stipulated in the Law.

The application of the penalties provided in this section (section thirteen (13), articles from two hundred and sixty (260) to article two hundred and seventy one (271), of this law) shall not prejudice the right of any person to claim compensation from anyone who caused him damage as a result of committing any of the crimes and violations stipulated in the Law.

The competent authority has the right to supervise companies with regard to the application of the provisions stipulated in the Law and the company's memorandum of association or articles of association, including the power to inspect the company, examine its accounts and request whatever data, records, documents and minutes it deems necessary from the company's directors, board of directors or executive management through the mediation of (1) one or more of its employees or experts it chooses for this purpose. It may also send (1) one or more representatives as an observer to attend the general assemblies of companies to ensure the application of the provisions of the Law.

All officials of the company shall inform the representatives of the Ministry, and the representatives of the Authority if it is a joint stock company listed on the financial market or seeking to be listed, each according to his competence, regarding the work stipulated in Article two hundred and seventy (270) of the Law, of all the company's records and documents they request, and provide them with all information and clarifications related thereto.

If the application for the establishment of a company founded or co-founded by the State or other authorized public legal entities requires an exception from some of the provisions of the Law, the application for approval of the establishment and the exception, including the reasons thereof, shall be submitted to the Board of Ministers for consideration of approval.

The provisions of the Law shall apply to shares or stocks owned by an endowment. Article 274: 1. The Authority shall be the competent entity to supervise and monitor shareholding companies listed on the financial market and issue rules regulating their work, including the regulation of mergers if (1) one of the parties is a shareholding company listed on the financial market. 2. The competent authority shall establish a regulation for the governance of joint stock companies that includes rules for the company's leadership and guidance, and includes: How to organize the various relationships between the board of directors, executive management, shareholders and other interests, activate the role of shareholders in the company and facilitate the exercise of their rights, activate the role of the board of directors and the committees emanating from it and the company's committees and develop their efficiency, determine the controls for the formation of boards of directors and candidacy for their membership, including setting special rules and procedures to facilitate the decisionmaking process and add transparency and credibility to it in order to protect the rights of shareholders and interests and achieve competitiveness and transparency in the market and the business environment, and special rules and procedures for the governance of general assemblies and indicating their terms of reference. The Ministry may establish regulations for the governance of other companies, including what is mentioned in this paragraph, in a manner that does not conflict with their nature. 3. The Ministry may establish the necessary rules and procedures to ensure that it obtains the information of the real beneficiary of the companies subject to the provisions of the Law, except for the shareholding companies listed on the Stock Market. 4. The Minister and the Board of the Authority shall issue the necessary regulations and decisions to implement the provisions of the Law.

The competent authority may utilize public or private entities to perform the tasks assigned to it in the Law, and may assign some of them to these entities.

The competent authority may organize the reporting of violations of the provisions of the law and regulations, including determining the financial remuneration for whistleblowers, the rules of disbursement and eligibility, and the procedures that contribute to their protection. Article 277: 1. The Minister and the Board of the Authority shall issue the regulations, each within a maximum period of one hundred and eighty (180) days from the date of publication of the Law. The regulations shall specify the rules, periods and procedures, specify the documents or data necessary to implement the provisions of the Law, specify the controls of using modern technology in notifying and inviting to attend the meetings of partners, shareholders or public and private shareholders' assemblies, specify the controls of the participation of the partner or shareholder in deliberations and voting on decisions, and the controls of eligibility to attend and vote in the meetings of partners, shareholders or shareholders' assemblies. 2. Any of the procedures stipulated in the law or regulations may be done electronically, including submitting applications for the establishment of companies or amending their memorandum of association or articles of association, registration and publication procedures with the Commercial Registry, signing applications, documents and records of companies, filing financial statements and other procedures.

The competent authority may propose the necessary regulations to motivate companies to engage in social responsibility and the stages of their application. They shall be issued by a decision of the Board of Ministers.

The regulations determine the financial consideration for the services provided by the competent authority to implement the provisions of the law.

The Law replaces the Companies Law issued by Royal Decree No. (M/3) dated 28/1/1437H and the Professional Companies Law issued by Royal Decree No. (M/17) dated 26/1/1441H, and repeals all provisions that contradict it.

The law comes into force one hundred and eighty (180) days after its publication in the Official Newspaper.