A proposed new Saudi corporate law, a draft of which has gone out for public consultation, marks a paradigm shift to a new and innovative path that will encourage the rapid growth of the corporate sector and enable it to keep pace with the latest developments.
One of the aims of the new law is to cut out many of the bureaucratic procedures that currently dampen the enthusiasm of people who want to establish companies, and red tape that has no place in the modern business world — for example, eliminating restrictions on company names, allowing the use of innovative titles derived from the purpose of the company.
Among the most prominent and significant features of the proposed law is the introduction of a new kind of company — the simple joint-stock company, established by one or more founders without a minimum requirement for capital. The new law is also flexible about different scenarios for managing the company — by a general manager or one of the board of directors. The company’s management mechanism and the majority required to implement decisions are subject to the founding agreement, as are the types of shares and debt instruments that may be issued.
The new law also offers amended solutions that can help companies to overcome any financial difficulties they may face, especially during this particularly challenging time. For example, if a financial loss represents half the capital value of a limited liability company, it need not immediately cease trading, as is currently the case; although of course, concerned parties may still petition the competent judicial authority to dissolve the company.
A committee will be established at the Ministry of Trade, comprising a minimum of three members at least one of whom is a specialist in the law and related regulations, to consider possible offenses and related penalties.
The new law includes and replaces some provisions of previous law related to companies, which it supersedes. Any provisions in previous laws that contradict the new law will be canceled when the new law is approved. Consolidating the laws that govern such a vital sector as business and commerce will assist the public perception of companies, address the needs of businesses and their owners, and develop and improve the entire sector.
The completion and implementation of this new law in coordination with all the relevant parties is a challenge; successfully completed, it will make procedures and regulatory requirements easier, stimulate the attraction of capital investment, and help to revitalize the economy.
• Dimah Talal Alsharif is a Saudi legal consultant, head of the health law department at the law firm of Majed Garoub and a member of the International Association of Lawyers. Twitter: @dimah_alsharif
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