Changes to the company’s commercial registration (CR) have to be formalized while drafting the memorandum of association (MoA) and articles of association (AoA) in Saudi Arabia; otherwise, these changes can’t be approved by the relevant authorities.
Amendments to the MoA and AoA are an important aspect for foreign companies to take note of, as they can cause delays in the business setup and the Saudi expansion process.
By understanding these key documents and their components, foreign companies can ensure compliance with Saudi corporate practices while driving their business towards sustainable growth and long-term success in the Kingdom.
Differences Between Memorandum of Association (MoA) and Articles of Association (AoA)
The Memorandum and Articles of Association collectively form what’s known as “charter documents” for any organization in Saudi Arabia. These crucial documents typically serve as strategic blueprints that define how the business will operate, grow, and interact within the Saudi market.
While often mentioned together, the MoA and AoA have different purposes. The MoA primarily governs the relationship between the company and the external world. It’s the document that outlines the company’s overall powers, objectives, and the structural framework in which it operates.
The provisions and clauses within the MoA are binding and must be strictly adhered to, as they define the scope of the company’s activities and its legal capacity to operate in Saudi Arabia.
The AoA, on the other hand, focuses on the internal governance within the company, particularly between the business and its shareholders. This document outlines the internal regulations, procedures, and governance mechanisms that will guide the company’s day-to-day operations.
Unlike the MoA, the AoA offers more flexibility, allowing for reviews and amendments as the business evolves and adapts to changing market conditions.
Contents of the Memorandum of Association (MoA) and Articles of Association (AoA)
When drafting the MoA and AoA for Saudi Arabia, foreign companies must include several critical elements.
The MoA should cover:
- Articles of company formation
- Shareholder information
- Company name and registered address
- Management and board of directors
Additional details to add:
- Procedures for board meetings
- Powers granted to directors
For the AoA, Saudi regulations require specific details, which have to be formalized through the Saudi Business Center and the Ministry of Commerce (MoC). These include:
- MISA (Ministry of Investment of Saudi Arabia) license number
- Registered address of the company
- Details of the General Manager (GM)
- Registered company name
- Capital of the company
- The powers granted to the GM
How to Amend Clauses in the MOA or AOA?
When looking at making amendments to the company’s existing AoA, companies have to file a request to the Saudi business center’s online portal to get these alterations legally approved and re-attest the AoA.
If the company does not file for changes, then it is assumed by the relevant authorities that all provisions, regulations and rules stated in its MoA and AoA remain in effect.
Related Read: Keeping Up With Business License Renewal Requirements in Saudi Arabia (2025)
The Role of Memorandum of Association (MoA) and Articles of Association (AoA) in Ensuring Smooth Operations in Saudi Arabia
First things first, a company incorporation process is incomplete without the submission of the AoA. A well-maintained AoA and MoA demonstrate the company’s commitment to efficient and compliant operations, which is crucial for building trust with local partners, customers, and regulatory authorities.
As the business evolves and continues to scale, the AoA and MoA must reflect the company’s shifts accurately. Any changes in company structure, ownership, or business activities need to be properly reflected and updated in these foundational documents to maintain legal compliance.
The nuances of the MoA and AoA and the dynamic nature of Saudi business regulations make professional guidance essential for foreign companies.
Our team at AstroLabs provides comprehensive MoA and AoA support tailored to the specific requirements of foreign companies establishing their presence in Saudi Arabia.
Our services include drafting and maintaining updated MoA and AoA documents, conducting periodic reviews to ensure continued compliance with regulations, and handling all submissions to relevant Saudi authorities, including the Ministry of Commerce (CoC).