Corporate management in Saudi Arabia is governed by the New Companies Law (2022), alongside regulations from the Zakat, Tax, and Customs Authority (ZATCA), and other regulatory frameworks. Below are the details:
1. Company Formation:
• Drafting and notarizing the Articles of Association or Memorandum of Incorporation with the Ministry of Justice.
• Registering the company with the Ministry of Commerce to obtain the Commercial Registration Certificate and Unified Number from ZATCA.
• Obtaining activity-specific licenses (e.g., commercial, industrial, or investment).
2. Corporate Management:
• Preparing internal company regulations, such as governance and financial policies.
• Organizing and documenting Board of Directors meetings and General Assembly sessions.
• Preparing annual financial statements in compliance with International Financial Reporting Standards (IFRS).
3. Company Liquidation:
Liquidation occurs in cases of voluntary dissolution, bankruptcy, or the expiration of the company’s term.
• Legal Procedures:
• A resolution of dissolution is passed by the partners or shareholders, and a liquidator is appointed.
• The resolution must be notarized with the Ministry of Justice and published in an official gazette.
• Financial Procedures:
• Inventorying company assets and liabilities.
• Collecting receivables and settling debts owed to creditors.
• Distributing the remaining assets among shareholders or partners based on their shares.
4. Closing Zakat and Tax Files:
• Filing a request to terminate the company’s registration with ZATCA.
• Paying all outstanding zakat and tax obligations.
• Submitting final zakat and tax returns (including VAT and income tax returns).
5. Closing Social Insurance Files:
• Filing a request to terminate the company’s subscriptions with the General Organization for Social Insurance (GOSI).
• Ensuring all employee contributions are paid and deregistering employees from the system.
• Obtaining a clearance certificate from GOSI.
6. Financial Statements Preparation:
• Engaging certified accounting firms to prepare the company’s financial statements, including:
• Income Statement: Revenue and expenses.
• Balance Sheet: Assets and liabilities.