Legal updates on the regulations of limited liability companies
Introduction
How to register your bootstrapped startup without risking personal liability and piercing the corporate veil.
History
Jan 2025
The sector
Commercial Activities

Entrepreneurs and small business owners consider the limited liability company (LLC) to be the ideal choice for registering their establishments. This form of company is witnessing rapid growth, with statistics showing that 2018 experienced an 11.4% increase in the number of limited liability companies compared to 2017. To keep pace with global changes in the business sector, which lean towards flexibility and removing obstacles that hinder capital growth, limited liability companies received a share of the updates included in the new 2022 Companies Law. • Concept of a Limited Liability Company: The company's name is derived from the limited liability of each partner to the extent of their share in its capital. It operates on the basis that the company is a legal entity with an independent corporate personality capable of assuming liabilities. The Saudi system divides limited liability companies into two types: the single-member company, which was recognized in the 2015 Companies Law, where the liability of its sole founder for the company's debts is limited to the amount of their capital, thereby separating their personal financial liabilities from those of the company; and the limited liability company composed of two or more partners. • Company Capital and Management: Under the new law, there is no minimum capital requirement for limited liability companies. Its capital must be stated and published alongside its name in any advertisement, statement, or document concerning it. Neglecting this will expose any person responsible for including these details to a fine of not more than five hundred thousand riyals, according to Article 262 of the law. As for the company's management, the law allows partners to determine the method of its management, the number of its managers, and the majority vote required for their decisions in the event of multiple managers, which highlights the flexibility surrounding the provisions of the law governing this form of company. • General Assembly of a Limited Liability Company: The partners form a general assembly that meets at least once a year within the six months following the end of the fiscal year, and it can be called to meet at any time. The law also permits passing resolutions by circulation—meaning without the need to convene the assembly—where partners are informed of decisions through any written or technical means, and the necessary approval rate is secured to issue the decision. • Financing Solutions for the Company: The most prominent feature of the new law is allowing limited liability companies to issue tradable debt instruments and financing deeds (Sukuk) with the approval of partners, which will contribute to solving financing issues related to this type of business. Regarding the sale and transfer of partners' shares, the law requires a shareholder who wishes to sell or transfer their shares to non-partners to notify them of the transferee and the terms. Any partner, or the company itself, has the right to demand redemption of this share and pay its value within thirty days of receiving the notification. If this period expires without a request for redemption, the partner may transfer their share to a third party.
In conclusion, the updates made to the limited liability company regulations include allowing an individual to establish more than one single-person company, which the previous system restricted to only one per person—a change that is expected to make a significant difference in the growth of limited liability companies once the system is implemented.