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I. Limited Liability Companies
A. Characteristics
Notwithstanding that the Companies Regulations provide for the establishment of eight different kinds of companies or partnerships, in practice a limited liability company (an
“LLC”)4 is the only structure (other than the Branch Office described below) available to a foreign entity seeking to establish a permanent presence in Saudi Arabia.
The LLC is established for a specified number of years as determined by the shareholders, with option for renewal, and may bid on and perform private or public sector projects in the Kingdom. It is capitalized as discussed below, and the shareholders’ liability is generally limited to their capital contributions to the LLC.
While an LLC must have at least two shareholders, there is generally no legallyrequired minimum Saudi Arabian participation. Thus, the Saudi Arabian General Investment
Authority (“SAGIA”), which regulates all foreign investment in the Kingdom under the Foreign Investment Regulations, will permit a 100% foreign-owned LLC to be established by
two or more foreign companies. Nevertheless, an LLC is most often used when a foreign company has decided to operate with a Saudi Arabian partner.
B. Formation Requirements
In order to establish an LLC, the foreign shareholder first must obtain an investment license from SAGIA and must then apply to the Saudi Arabian Ministry of Commerce and Industry (the “MOCI”) for issuance of a commercial registration certificate (a “C.R.”) evidencing the company’s formation. The SAGIA license application is detailed and requires specific information concerning the applicant’s expertise in its business area, its general financial condition and the proposed financial structure of the LLC. The process is much
more detailed than that required for formation of branch offices in the Kingdom.
In addition, the shareholders in the LLC will usually enter into a joint venture agreement (a “JVA”) setting forth the detailed relationship between the parties. Articles of Association for the LLC also must be prepared and submitted to the licensing authorities for review.
After issuance of the foreign investment license by SAGIA, the shareholders will submit such license and the draft Articles of Association of the LLC to the MOCI for review.
The LLC’s Articles of Association will be executed by the shareholders before a Saudi Arabian Notary Public after MOCI approval, and a synopsis of the Articles of Association
will be submitted to the Official Gazette for publication. Upon submission of a certificate from an in-Kingdom bank stating that the full capitalization of the LLC has been deposited in
such bank, and the executed notarized Articles of Association and the summary published in the Official Gazette, the MOCI will issue the C.R. for the LLC and its existence will
commence as of the date thereof6. It usually takes several weeks to obtain a C.R. for an LLC from the date of filing an application with SAGIA.
C. Capitalization Requirements and Shares
While the Companies Regulations specify a minimum capitalization of SR500,000 for an LLC, SAGIA may require a greater capitalization for an LLC with foreign participation.
Until recently, capitalization requirements required a minimum of SR2,000,000 for services projects and a minimum of SR5,000,000 for manufacturing projects. However, the minimum
capitalization requirement is SR500,000 services and SR1,500,000 for manufacturing, unless otherwise determined by SAGIA. The capitalization required could be higher then the
minimums depending upon, for example, the purposes for which the LLC is to be licensed and the investment required.
The equity interest of each partner is set forth on the SAGIA license, C.R. and in the Articles of Association. Accordingly, any change in the partner’s equity interest in the LLC
must be accompanied by an amendment of each. In addition, if the com |
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