How to Notarise Articles of Association and Amendments in Saudi Arabia: Step-by-Step

Notarising a company's articles of association and their amendments means formally recording the partners' agreement and resolutions, whether through the Ministry of Commerce's online platforms or with a notary public or licensed notary authorised by the Ministry of Justice, depending on the nature of the procedure. The process usually has three stages: drafting the contract or resolution, notarising it, then updating the company's details in the commercial registration (CR).

What are articles of association and why does notarising them matter?

The articles of association (or bylaws, depending on the company's legal form) are the document governing the relationship between the partners and the company: its name, objects, capital, the partners' shares, how it is managed, how profits are distributed and how shares may be transferred. The Companies Law, in force since 2023, gives partners wider flexibility in organising their relationships, which makes the quality of drafting more important than ever.

Notarization gives the contract and its amendments evidential force, reduces disputes over what the partners agreed, and is a prerequisite for many procedures before authorities. Banks, for example, rely on the updated company contract to see who has signing authority and can manage the accounts; government authorities rely on CR data when dealing with the business; and a new investor will ask to see the contract before joining. Any gap between the company's actual situation and what is officially notarised can hold up these transactions or open the door to disputes.

When do you need to notarise amendments to the company contract?

The most common cases include:

• Admission of a new partner or exit of a partner and the transfer of their shares.
• Increasing or reducing the capital.
• Appointing or removing a manager, or changing their powers.
• Changing the company's objects, name or registered address.
• Converting the company from one legal form to another.

The required channel depends on the type of amendment. Some amendments are completed online through the Ministry of Commerce's platforms with the partners' approval, while others may require notarization with a notary public or licensed notary, so it is advisable to check the current requirements before starting.

What are the steps to notarise articles of association or an amendment?

1. Initial agreement between the partners on the content of the incorporation or amendment, recorded in a clear draft.
2. Drafting the contract or partners' resolution in line with the Companies Law and the existing company contract.
3. Verifying capacities and authority: each partner's identity, who represents any corporate partners, and the validity of any powers of attorney used.
4. Notarization through the approved channel for the procedure, whether online or with a notary public or licensed notary.
5. Updating the commercial registration (CR) and the company's details with the Ministry of Commerce once the amendment is approved.
6. Notifying relevant parties of the change where needed, such as banks and other entities the company deals with.

What documents are usually required?

• Valid IDs of the partners, or the documents and commercial registrations of corporate partners.
• The current articles of association and the latest approved amendments.
• The partners' resolution containing the required amendment.
• Valid powers of attorney for anyone signing on behalf of others, including the clauses relating to companies.
• Additional documents depending on the case, such as those relating to the valuation of shares or required approvals.

Fees are set by the competent authorities and may change, so please check them on the official platforms.

What mistakes delay the notarization of amendments?

• Using a power of attorney that does not include the clauses for signing company contracts and their amendments.
• An amendment conflicting with a provision in the articles of association that requires a particular majority or gives partners a right of first refusal.
• Inconsistencies between the data in the contract and the commercial registration.
• Overlooking the effect of the amendment on other obligations, such as shareholders' agreements or creditors' rights.

Some partners also make the mistake of amending one clause without noticing the clauses linked to it, for example changing shareholdings without adjusting the profit distribution ratios or voting mechanism where these are tied to them in the contract, creating a conflict within the contract itself.

Another common mistake is agreeing verbally on a partner's exit or a change in shareholdings, then postponing notarization for many months, during which circumstances change or one party backs out before the agreement becomes official. The safer course is to notarise every material amendment as soon as possible after it is agreed.

It is therefore advisable to review the company contract and the partners' agreement before any amendment, and you can use our partnership contracts service to draft a balanced agreement.

Frequently Asked Questions

Q: Can one partner sign the amendment on behalf of the others? A: Only if they hold a valid power of attorney containing the necessary clauses, or the company contract gives them that authority.

Q: Do all partners need to attend the notarization? A: It depends on the channel and type of procedure. Online platforms usually allow remote approval, while in-person notarization may require the parties or their agents to attend.

Q: When does the amendment take effect? A: Its effect against third parties is usually linked to completing the registration and update in the commercial registration, so do not delay this step.

How can we help?

FATIMA AL ASMARI Law & Intellectual Property Company in Jeddah, licensed by the Ministry of Justice for legal practice and notarization, provides company contract notarization and drafts and reviews partners' resolutions for clients across all regions of the Kingdom. Book a consultation so we can review your amendment before it is notarised.

Legal sources

This article is for general awareness and is not legal advice.