Notarizing Articles of Association and Amendments for Saudi Companies

What Does Notarizing a Company’s Articles of Association Mean?

The Articles of Association are the document in which the partners agree on the company’s details, objectives, share capital, and management structure. The Ministry of Commerce refers to both forms in its services, using either “Articles of Association” or “Bylaws,” depending on the type of company. When an application is submitted through the electronic service, the Ministry issues the Commercial Registration together with the Articles of Association.

• Articles of Association: The written agreement between the partners governing the establishment and management of the company.
• Bylaws: The alternative designation used by the Ministry’s services alongside the Articles of Association, depending on the company type.
• Partners’ Resolution: A formal expression of the partners’ approval of a particular matter, including an amendment to a provision of the Articles of Association.
• Amendment Addendum: A document recording the amended provision without redrafting the entire Articles of Association. This is a simplified descriptive definition.

Two Routes for Notarizing the Articles of Association: The Saudi Business Center or a Licensed Notary?

The following table summarizes the differences between the two routes as described by the relevant official authorities, followed by a separate practical recommendation.

Sources: Limited Liability Company Incorporation Service, Mwathiq Platform, and Notarization Law.

Practical Recommendation (Not a Statutory Provision): If you are establishing a new company and want to obtain both the Commercial Registration and Articles of Association together, the Saudi Business Center platform is generally the most suitable route. However, if you already have a draft agreement that needs notarization and one of the partners cannot attend in person, ask which procedure best suits your circumstances. If a partner is unable to attend, you may need to notarize a power of attorney through a licensed notary, subject to the applicable legal requirements.

Steps for Notarizing a Company’s Articles of Association

1. Determine the Company Type and Identify the Partners: Choose the appropriate legal entity and prepare each partner’s details and ownership percentage. The Ministry’s services specify certain conditions relating to partners, including that a partner must not be a government employee.
2. Prepare a Draft of the Articles of Association: Set out the company’s objectives, share capital, management structure, distribution of profits and losses, decision-making procedures, and exit mechanisms. This is a practical recommendation, and it is advisable to have the draft reviewed by a legal professional.
3. Access the Saudi Business Center Platform: Sign in through the National Single Sign-On (Nafath) or your investor account, and select the company incorporation service corresponding to your company type.
4. Enter the Required Information: The service requires details such as the number of partners and their personal information, Commercial Registration details, company information and management structure, and the particulars of the company’s Articles of Association.
5. Approve the Application: The service page states that electronic incorporation requires approval from the legal representative through a verification code sent by text message. Carefully review the application summary before confirming.
6. Pay the Fees and Complete Post-Incorporation Procedures: The Commercial Registration and Articles of Association are issued, and the Articles are published in the A’mali Gazette. You must then complete registration with the relevant authorities, such as the Ministry of Human Resources and Social Development, the General Organization for Social Insurance, and the Zakat, Tax and Customs Authority, as applicable to the service.

Official Fees

The fees below are based on the official Ministry of Commerce service page and the Notarization Law, and are stated as updated through October 2026. Fees may change, so verify the applicable amounts with the official source before making payment.

Verification Date: October 2026. Fees for other company types, such as joint-stock and general partnership companies, should be checked on the relevant service page.

What Should the Articles of Association Include?

The Ministry of Commerce identifies the main provisions addressed when amending the Articles of Association as including the partners, company name, business objectives, share capital, and company management. The following are practical recommendations rather than an exhaustive list of statutory requirements:

• Define the company’s objectives precisely and avoid overly broad wording.
• Specify the manager’s powers and limitations, as well as matters requiring the partners’ approval.
• Set out how profits and losses will be distributed and how partners’ meetings will be convened.
• Address partner exits, the transfer of ownership interests, and dispute resolution mechanisms.

Amending the Articles of Association: Partners’ Resolution and Amendment Addendum

The Ministry of Commerce provides an electronic service titled “Amendment of Articles of Association / Bylaws” through the Saudi Business Center platform. This service allows any provision of the Articles of Association to be amended without the need to visit a service center. The incorporation services also provide for the inclusion or amendment of company details, partners’ resolutions, and provisions of the Bylaws.

In practice, an amendment is preceded by a partners’ resolution approving the proposed change. The amended provision is then documented and submitted through the relevant service.

Before the new Companies Law came into force on January 19, 2023, the Ministry called on existing companies to amend their Articles of Association to bring them into line with its provisions, pursuant to Royal Decree No. (M/132), dated 01/12/1443 AH. This does not mean that every company must completely rewrite its Articles of Association, as the required amendments vary depending on the type of legal entity.

What Could Delay a Company Incorporation Application?

The following issues are mentioned in the Ministry’s service requirements, including certain practical observations identified as such:

• One of the partners is a government employee, which is restricted under the service conditions.
• The absence of legal authorization empowering a government entity, private institution, association, or endowment participating in the company to do so.
• The Commercial Registration of a corporate partner has been cancelled or suspended.
• A license from the competent authority is required because of the nature of the business activity, such as a license from the Saudi Central Bank.
• Errors in partners’ information or inconsistencies in the spelling of their names (practical observation).

notarize articles of association is just one step in a longer process that begins with selecting the appropriate company type and ends with registration with the relevant authorities. The most important consideration is to draft the Articles of Association in a way that protects your relationship with your partners, rather than focusing solely on expediting the application. Prepare the partners’ details, review your draft, choose the appropriate route, and verify the applicable fees on the official page before making payment. If your company is already established, review whether it needs to amend its status to comply with the applicable requirements.