Articles of Association Saudi Arabia 2026: Fees & Steps

By Cherie, Business Consultant, Noble Core · Updated October 2026

What articles of association are in Saudi Arabia, and why they matter

The articles of association are the written agreement between the shareholders on how the company will work before it trades a single riyal. Saudi law uses two names for the same idea. Limited liability companies, general partnerships and limited partnerships have “articles of association” (عقد التأسيس), while joint stock companies and simplified joint stock companies have “bylaws” (النظام الأساس). The label changes with the legal form. The job does not: in both cases this is the document every authority, bank and court reads to find out who owns the company, who can sign for it and what it is allowed to do.

Many founders treat the articles as a form to fill in quickly so the commercial registration (CR) can be issued. That is the most expensive shortcut in Saudi company formation. Most shareholder disputes we see trace back to clauses that were never written: no method to value the shares of a partner who wants to leave, no limit on what the manager can spend alone, no rule for what happens if a partner stops funding their share of the capital. Each of those clauses takes minutes to write on day one. Fixing them later takes a partners’ resolution, an amendment filing, government fees and weeks of negotiation with someone who now has a different interest from yours.

The articles also decide how fast you can grow. Narrow objects force you to amend every time you add a product line. Objects written broadly and aligned with the official activity classification let you expand without a new filing. Management clauses decide whether your country manager can open a bank account and sign a lease, or whether every decision waits for a board meeting in another time zone.

Finally, the articles travel well beyond the Ministry of Commerce. The bank reads them to set authorised signatories and limits. A sector regulator checks that the company’s objects cover the activity it is licensing. An investor reads them before any discussion about valuation. A commercial court starts from them in any dispute. When what the partners agreed verbally differs from what is written, the written version wins. Read your draft twice: once as a shareholder asking “does this protect me if things go wrong?”, and once as the manager asking “can I run the company with these powers without stalling on every decision?”

The legal basis: the Companies Law and the new CR Law

Articles of association in the Kingdom are governed by the Companies Law issued by Royal Decree No. M/132 dated 1/12/1443H, and its implementing regulations issued by the Ministry of Commerce. The law reorganised the company forms, introduced the simplified joint stock company, regulated professional and non-profit companies, and allowed family companies to adopt a family charter that separates ownership questions from management.

The change that matters most for founders is flexibility. Shareholders may now write into the articles or bylaws the arrangements they agree, within the limits of the law. The articles are no longer a rigid template. They are space for real commercial terms: exit mechanisms, pre-emption rights on share sales, reserved matters that need a unanimous or qualified vote. If you leave that space blank, the default rules of the law apply. Those defaults are workable, but they were not written with your deal in mind.

Registration itself is governed by the Commercial Register Law and the Trade Names Law, both in force since 3 April 2025 (5 Shawwal 1446H). Under these laws each trader holds one national CR instead of separate registers per city, the CR number is the unified national number starting with 7, the register no longer carries an expiry date, and an annual confirmation of the data every 12 months replaces the old renewal. Existing branch registers have a five-year grace period to regularise, and trade names may now be in Arabic or English and may contain letters and numbers. Because the CR and the articles are filed together, any detail you get wrong in one appears in the other.

What the articles must contain

Before you sit down with your partners, know the minimum the platform will not accept the articles without. These are the fields you complete in the “company contract data” step, and they must match the CR data exactly:

• Company name, reserved in advance and checked against the trade name rules.
• Legal form: limited liability company, joint stock company, simplified joint stock company, general partnership or limited partnership.
• Objects, meaning the activities the company will carry out, worded to match the approved activity classification (ISIC).
• Head office, and the company’s duration if it is formed for a fixed term.
• Capital, how it is divided among the partners, and whether each contribution is in cash or in kind.
• Partner details, complete and matching each partner’s legal identity, whether a natural person or a company.
• Management: the manager or board of managers, the term of appointment, the limits of their powers and who signs.
• Profit and loss distribution: ratios, method and timing.
• Share transfer rules: transfer, exit and entry of partners, and how shares are valued.

Capital: cash or in kind, and how much

The Companies Law sets no general minimum capital for a limited liability company, while a joint stock company needs at least SAR 500,000. That does not make the LLC figure meaningless. Banks and counterparties read declared capital as a signal of seriousness, some activities and sector licences set their own minimum, and for foreign investors certain activities carry their own thresholds; 100% foreign-owned trading, for example, requires SAR 30 million in capital, presence in at least three markets and SAR 300 million invested over five years (or SAR 200 million with localisation commitments), each including SAR 30 million cash capital. A partner’s share of capital is also the cap on their liability for the company’s debts. Pick the figure from your activity’s requirements and your first-year commitments, not from the smallest number the system will accept.

If a partner contributes in kind, such as equipment, property or intellectual property, the articles must describe the asset precisely, state its value and the valuation basis, and say who bears any shortfall if the value later proves lower. This is the clause most often written vaguely and most often disputed. Record the asset description, serial number or title deed, the value, the handover date and the basis of valuation.

Articles by company type and official fees in 2026

Each legal form has its own formation service on the Saudi Business Center platform, and each service publishes its fees. The table below collects the official Ministry of Commerce fees as published on its e-services portal. All are subject to 15% VAT, and the published processing time is immediate once the file is complete:

Service	Main fee	Publication or CR fee	Published time
Form a limited liability company (LLC)	SAR 1,200	SAR 500	Immediate
Form a joint stock company	SAR 1,600	SAR 500	Immediate
Form a simplified joint stock company	SAR 1,600	SAR 500	Immediate
Form a general partnership	SAR 1,000	SAR 500	Immediate
Form a limited partnership	SAR 1,000	SAR 500	Immediate
Amend articles of association or bylaws	SAR 1,500 per amendment	SAR 100 for the CR change	Immediate

For a standard LLC, the government cost of registering the articles and the CR is therefore SAR 1,700 before VAT, or SAR 1,955 including 15% VAT. These are official figures and can be updated, so confirm the current fee on the service page before you pay. They cover registration and publication only. They do not include the Chamber of Commerce subscription after the exemption period, a sector licence from the relevant regulator if your activity needs one, MISA registration for a foreign shareholder, or legal drafting fees if you choose bespoke articles.

The real difference between the forms is not the fee but the obligations that come with it. An LLC is simpler to manage and quicker to amend. A simplified joint stock company suits founders who plan to bring in investors and issue different share classes. A joint stock company suits larger entities with heavier governance needs. Choose the form from your three-year plan, not from the cheapest line in the table.

Standard template or bespoke articles?

The platform builds the articles from an approved template that you populate with your data. That is enough for a simple entity with one or two partners, clear percentages and direct management. If you have more than two partners, unequal stakes with shared management, an investor entering on special terms, or a plan to bring in a new investor within two years, bespoke articles will save you paid amendment cycles later. Our working rule: if your answer to any question about money, authority or exit is “we will agree that later”, that clause deserves to be written now.

How to issue and register the articles online

Formation today is fully electronic through the Saudi Business Center, with no visit to a ministry branch. The published steps for an LLC on the Ministry of Commerce portal are:

1. Log in to the Saudi Business Center platform through the National Single Sign-On (Nafath) or an investor account.
2. Choose the “establish a limited liability company” service and start the service.
3. Set the number of partners and the company’s capacity.
4. Enter the register term, the head office, the activities and the objects.
5. Enter partner data, CR data and company data.
6. Enter management data and the limits of authority.
7. Enter the company contract data, review the application summary and pay.

The service does more than issue the CR and the articles. In the same transaction it triggers the registrations a new company needs: publication of the articles in the Aamaly gazette, an establishment file with the Ministry of Human Resources and Social Development (MHRSD), registration with the Zakat, Tax and Customs Authority (ZATCA), registration with the General Organization for Social Insurance (GOSI), a subscription to the Saudi Post business address service (Subul), and Chamber of Commerce membership by location. That is a real time saver, and it also means an error in the articles spreads to several authorities at once.

Preparation shortens the process more than anything else. Before you open the application, have ready: the reserved trade name, the activity list by official classification, the partners’ identities and final percentages, the manager’s details and limits of authority, the national address of the head office, and any preliminary approvals your activity needs from a supervising authority. Any field you enter while still undecided either delays the application or produces articles you will amend later.

Conditions that trip up applications

Most rejections trace back to one unmet condition. Check the published conditions for the formation service before you pay:

• Each partner must be at least 18, or a guardianship deed is required for a minor.
• Partners must not be government employees.
• Activities regulated by the Saudi Central Bank (SAMA) need a licence or preliminary approval first.
• A corporate partner’s own CR must not be struck off or suspended.
• A government body, private institution, charity or endowment needs a legal instrument authorising it to form or join a company.
• In professional companies, professional partners need a valid professional licence and the ownership ratios set on the service page.

Foreign shareholders: register with MISA first

If any shareholder is foreign, the sequence starts at the Ministry of Investment (MISA). The foreign investor registers with MISA first (now called investment registration, formerly the MISA licence), and only then is the company formed, which issues the articles and the CR. Since the Investment Law came into force in February 2025 this is a registration rather than a licence: MISA notifies the investor of registration within 10 working days of a complete file, and an annual update replaces the old renewal. The registration and annual-update fees are determined by the ministry upon approval according to the Investor Guide, so confirm the current amount on the MISA portal before you build your budget. Our MISA registration guide walks through that stage in detail.

Saudi Arabia allows 100% foreign ownership in most activities, except those on MISA’s prohibited or restricted list. For a foreign corporate shareholder, the usual file is the parent company’s commercial registration, audited financial statements, a board or partners’ resolution approving the investment, and a power of attorney, all attested and translated into Arabic. A missing attestation or translation sends the file back to the start, which is why we review the document pack before anything is filed.

Foreign founders often ask whether a branch needs articles of association. It does not in the same sense. A branch of a foreign company is an extension of its parent with no separate legal personality, so its constitutional documents are the parent’s. A wholly foreign-owned Saudi LLC is a separate company with its own articles and its own balance sheet. The two routes differ in liability, tax position and what you can do commercially, so settle that choice before you file anything. Our company formation guide for Saudi Arabia compares the routes side by side.

One practical point for overseas groups: the platform service is offered in Arabic and English, but the registered articles are the version Saudi authorities, banks and courts will read. If your head office needs an English text for its own board, keep a professional translation on file and make sure nobody negotiates from a draft that differs from what was registered.

Amending the articles: when you need it and what it costs

Articles are not signed once and forgotten. Any material change requires an amendment: a capital increase or reduction, a partner entering or leaving, a change of activities or objects, a new name, a new manager or new powers, or a change of legal form. The Ministry of Commerce offers an amend articles of association or bylaws service through the Saudi Business Center that lets you change any article. The published processing time is immediate, and the fee is SAR 1,500 for the amendment plus SAR 100 for the CR change, plus 15% VAT, which is SAR 1,840 in total.

The published conditions deserve a careful read before you file:

• An active CR that is not suspended.
• An investment certificate if the company is foreign or mixed ownership.
• An extraordinary general assembly or shareholders’ resolution for joint stock and simplified joint stock companies.
• The required quorum when changing the board of managers in professional companies, and a licensed partner when adding a professional partner.
• Updated investment registration data with MISA where the change requires it, and a manager who is not a government employee or suspended.
• The applicant must be the company’s manager or hold an electronic authorisation from the company.

Sequence decides speed: partners’ resolution first, then the electronic authorisation, then the application. Filing before the resolution or the authorisation is in place sends you back to the start. Where you can, batch changes. If you know you will increase capital, add an activity and change the manager this quarter, one amendment saves fees and a full resolution cycle. Do not delay a change that affects the accuracy of your registered data, such as a partner leaving or a change of signatory, because inaccurate CR data exposes the company to penalties and blocks banking.

Keep an up-to-date copy of the articles together with every partners’ resolution in one file. The thing that slows due diligence most when an investor arrives is a missing chain of decisions explaining how the ownership reached its current shape.

Clauses founders leave out, and why they become disputes

After reviewing many shareholder agreements and articles, the same gaps keep appearing. None of these costs anything to write today, and each is costly to argue about later:

• Exit and valuation: how a departing partner’s shares are valued, who may buy first, and within what period.
• Authority limits: the amount the manager can commit alone, and what needs collective approval, such as borrowing, pledges and asset sales.
• Deadlock: what happens when votes are tied or a decision is blocked, who decides, and how disputes are resolved.
• Non-compete and confidentiality, including protection of client lists and trade secrets.
• Intangible assets: who owns the brand, software and digital accounts if the partner who created them leaves.
• Dividend policy: the reserve ratio, the distribution cap and its timing, so the same argument does not return every year.
• Family charter for family companies, to separate ownership from management, employment and succession.

The Companies Law allows each of these within its limits, and encourages it. Write them in plain language with specific numbers and deadlines, not general phrases that can be read two ways.

What starts the day the articles are registered

Once the articles and the CR are registered, a set of obligations begins with several authorities. Most penalties new companies collect come from delays at this stage, not from errors in formation:

Obligation	Authority	Timing
Annual confirmation of CR data	Ministry of Commerce	Every 12 months; SAR 1,200 for an LLC and SAR 1,600 for a joint stock company; the CR is suspended if not confirmed within 90 days of the due date
Chamber of Commerce subscription	Chamber of Commerce	No subscription for the first 3 years after registration, then SAR 200 to 5,000 a year by class
Establishment file and employment contracts	MHRSD and Qiwa	Before the first hire
Employer and employee registration	GOSI	When operations start
VAT registration	ZATCA	When taxable supplies pass the mandatory threshold; check the current threshold
Zakat and income tax return	ZATCA	Annually after the financial year end

Thresholds and filing deadlines can change, so check current figures on the ZATCA portal before acting on them. If the annual confirmation is missed, the CR is suspended, and a register left suspended for a year is struck off, which is a far bigger problem than a late fee. Put every recurring date in the company calendar in the first week after formation.

Common mistakes to avoid

• Registering articles with objects too narrow for the business plan, then paying for an amendment weeks later.
• Leaving profit distribution and exit terms to the default rules.
• Articles that do not match the CR data on name, activity or capital.
• Filing an amendment before the partners’ resolution or the manager’s electronic authorisation is ready.
• Appointing a manager who is not eligible, such as a government employee, and finding out at rejection.
• Starting the company formation before the foreign shareholder’s MISA registration, which reverses the required order.
• Copying articles from another company with a different activity and a different ownership structure.
• Forgetting the registrations that follow formation, especially GOSI and VAT.
• Budgeting from old fee tables instead of checking the current fee on the service page.
• Negotiating from an English draft that no longer matches the registered Arabic articles.

How Noble Core helps with your articles of association

We complete the procedures for you from the first document to the registered articles. We review the ownership structure and objects before anything is drafted, write the management, share and exit clauses to fit your plan, check that the articles match the CR data line by line, and sequence MISA registration correctly when a shareholder is foreign. The decision always rests with the relevant authority. Our role is to make sure your file reaches it complete and correct the first time.

If you have a draft or a shareholder structure you want checked before signing, message our Saudi team on WhatsApp. Send the planned activities and ownership split, and we will reply with a clear list of what is missing, what should change, and the cost and timeline in writing before you pay any government fee.

Frequently Asked Questions

What are articles of association in Saudi Arabia?

They are the founding contract of a Saudi company, recording its name, legal form, objects, head office, capital, each partner’s share, management powers, profit distribution and share transfer rules. They are registered online with the commercial registration through the Saudi Business Center, and they are the document authorities, banks and courts rely on whenever ownership, signing authority or a dispute between partners is in question.

How much does it cost to register articles of association for an LLC in 2026?

The Ministry of Commerce publishes SAR 1,200 for LLC registration plus SAR 500 publication, both subject to 15% VAT, so SAR 1,955 in total, with immediate processing once the file is complete. This excludes a sector licence, MISA registration for a foreign shareholder, the Chamber subscription after year three and any legal drafting fees. Confirm the current fee on the service page.

What is the difference between articles of association and bylaws in Saudi Arabia?

The function is the same and the name follows the legal form. LLCs, general partnerships and limited partnerships use articles of association, while joint stock and simplified joint stock companies use bylaws. Both set out the name, objects, capital, ownership, management and profit distribution, and both are governed by the Companies Law and its implementing regulations issued by the Ministry of Commerce.

How do I amend the articles of association of a Saudi company?

Use the Ministry of Commerce service for amending articles of association or bylaws on the Saudi Business Center. It lets you change any article. The published fee is SAR 1,500 for the amendment plus SAR 100 for the CR change, plus 15% VAT. Prepare the partners’ resolution and the manager’s electronic authorisation first, then file; processing is listed as immediate.

Can a foreign investor own 100% of a Saudi company?

Yes, in most activities, except those on MISA’s prohibited or restricted list. The foreign investor registers with the Ministry of Investment first, which notifies registration within 10 working days of a complete file, and the company is then formed with its articles and CR. Registration fees are set by the ministry upon approval, so confirm them on the MISA portal before budgeting.

Is there a minimum capital in the articles of a Saudi LLC?

The Companies Law sets no general minimum capital for an LLC, while a joint stock company needs at least SAR 500,000. Some activities and sector licences impose their own minimums; 100% foreign-owned trading, for example, requires SAR 30 million capital. Choose a figure that fits your activity and first-year commitments, because a partner’s capital share also caps their liability.

Do articles of association need to be notarised in Saudi Arabia?

Formation is fully electronic through the Saudi Business Center, and the articles are registered and published online without visiting a ministry branch. Supporting documents may still need attestation, particularly for a foreign corporate shareholder, whose parent CR, financial statements, resolution and power of attorney must be attested and translated into Arabic. Check the requirements for your case on the service page before filing.

What happens after the articles of association are registered?

The same transaction publishes the articles in the Aamaly gazette and opens files with MHRSD, ZATCA, GOSI, Saudi Post’s business address service and the Chamber of Commerce. Recurring duties then start: CR data confirmation every 12 months (SAR 1,200 for an LLC), VAT registration once the threshold is passed, annual zakat and tax returns, and the Chamber subscription after three years.