The New Companies Law - Differences and Facilitations

Introduction

At a time when startups have proven their ability to transform economic concepts within countries, the Kingdom has followed the path of the nations that list among the world's largest economies, where statistics show the global average for completing company incorporation procedures is twenty days. Consequently, on June 28, 2022, the Council of Ministers approved the Companies Law.

History

Dec 2024

The sector

Commercial Activities

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In the new system, many challenges have been addressed and companies have been freed from several obligations. The most prominent changes are represented in the following regulatory points: • Introducing a new company type and eliminating another: The new regulations did not mention joint venture companies. In its fourth article, it listed the forms of companies (any company established in accordance with the provisions of the system shall take one of the following forms: general partnership, limited partnership, joint-stock company, simplified joint-stock company, and limited liability company). In the same article, the simplified joint-stock company was introduced, which is a joint-stock company that can be established by one or more persons and is characterized by the absence of requirements regarding its capital or how it is managed. • Company name and its founding documents: A company's trade name can be in Arabic or any other language, and the company's legal form must be indicated by a term associated with its name. Additionally, there must be an articles of association for all types of legal companies, except for joint-stock companies, simplified joint-stock companies, and limited liability companies, as these types have bylaws. Both articles of association and bylaws are required to be in Arabic. • Requirements for appointing an auditor: 1. Micro and small companies: The regulations exempted them from the requirement to appoint an auditor, unless their articles of association or bylaws state otherwise, they are listed on the financial market, they have issued traded debt instruments, financing certificates, preferred or redeemable shares, or if they own another company or are subsidiaries of a company not covered by the exemption. The exemption from the mandatory appointment of an auditor does not apply to foreign companies. 2. General partnerships are exempt from the mandatory appointment of an auditor, unless their partners are legal entities in the form of companies other than general partnerships, or if they are general partnerships with partners taking the form of any other company. • Administrative organization of companies: The regulations aligned limited liability companies with joint-stock companies regarding the period for issuing financial statements, allowing them to issue statements and hold the general assembly of partners within six months from the end of the fiscal year. Looking at joint-stock companies, the system eliminated the requirements for a maximum limit on the number of board members and their remuneration, and mandated that the board of directors must meet at least four times a year. • Single-member companies (limited liability): Perhaps one of the most prominent game-changing changes for business owners is the elimination of the restriction on owning multiple single-member companies, as the regulations now allow a single individual to own multiple companies of this type.

With the implementation of the system 180 days after its publication, many of the restrictions that used to hinder corporate growth will be removed. Additionally, with the introduction of the simplified joint-stock company, which is expected to help stimulate and grow the economy to meet the needs of entrepreneurs, the flexibility required to keep pace with economic demands and achieve sustainable corporate growth in the Kingdom will be realized.