Company Formation and Governance • 2026

Partners' Resolutions and General Assembly Minutes: When You Need Them and How to Draft Them

A practical guide to the written decisions a limited liability company needs every year, and what each resolution and set of minutes must state so it holds up when questioned.

Reviewed by a licensed Saudi lawyer Updated 5 October 2026 8 min read

Every year a limited liability company takes decisions that directly affect the partners' rights: who approves the year's accounts, who manages the company and with what authority, and whether profit is distributed or kept in the company. Many small and medium businesses take these decisions verbally in a friendly meeting or in a chat on a messaging app, then discover later that they do not hold a single document proving what was agreed, not before a bank, not before a partner who has fallen out with them, and not before an official body.

The Saudi Exchange announcements this year suspending trading in the shares of listed companies that did not announce their financial statements within the statutory period are a reminder that the market does not accept a promise to disclose; it asks for the document itself, on time. It is true that a limited liability company is not listed and is not subject to the capital market rules, but the lesson is the same: a decision that was not written down and kept is treated as if it was never taken.

This guide explains the difference between a partners' resolution and general assembly minutes, the three decisions that should be issued every year, and what each one states clause by clause: the quorum and voting share, the decision text, the date and place, and the signatures and filing in the company record. The Resolutions Set F-03 and the General Assembly Minutes F-04 are ready to fill and certified by a licensed Saudi lawyer.

Get the Resolutions SetF-03

The difference between a partners' resolution and general assembly minutes under the Companies Law

The Companies Law issued by Royal Decree M/132 of 2022 governs the limited liability company and leaves the articles of association wide room to organise how decisions are taken. The practical rule is that the resolution is the substance of what the partners decided, while the minutes are the container that records how that decision was taken: who attended, who voted, by what share, and what was discussed before the vote.

If the partners meet in an actual assembly, in person or remotely, the minutes are the core document, and the resolutions are attached to them or set out in their body. If the articles of association allow a decision to be taken by written circulation without a meeting, the written resolution signed by the partners is itself the document. Do not assume circulation is allowed in every case: check your company's articles and what the law requires, because this is a point a lawyer should confirm before you rely on it.

Partners' resolution: the text of what was decided, and it can stand alone in a written circulation if the articles allow it.
General assembly minutes: the full record of the meeting, from the invitation and attendance to the discussion, the vote and the signatures.
In both cases the articles of association and the partners' agreement are the first reference for quorum and majority, followed by the provisions of the Companies Law.

The most common decisions: what should be written down every year

Three decisions recur in the life of almost every limited liability company, and they are the ones usually asked about by a bank when opening an account or updating authorised signatories, by an investor during due diligence, and by a partner who wants to know their entitlement. Writing them down every year in a separate, clear resolution is far easier than rebuilding them years later.

Approving the annual accounts: the partners' approval of the financial statements for the year just ended and the manager's report, the auditor's report if there is one, and discharging the manager for the year if they see fit.
Appointing or dismissing the manager and setting their authority: the manager's name and term, what they may sign, spend and contract, and what requires the partners' prior approval.
Distributing or retaining profit: the distributable amount after any reserves the articles or the law require, the split between the partners, and the payment date.

This guide does not state a statutory period for holding the annual assembly or for filing the financial statements, because we have not verified it against an official source at the time of publication. Follow what your company's articles of association say, confirm the dates with your accountant and lawyer, and record them in the compliance calendar so you do not miss them.

Each of these decisions has its own detailed template in the formation and governance pack: the Manager Appointment and Authority Matrix F-05 and the Dividend Distribution Resolution F-08. The Resolutions Set F-03 gathers the core forms in a single set for annual use.

The elements of valid minutes: quorum, voting and signatures

Good minutes answer every question that might be put to them years later without relying on anyone's memory. That is why they are drafted clause by clause, and each clause closes one of the doors to a dispute.

Company details: the trade name as registered, the commercial register number, the capital and the number of shares.
Date and place: the day, time and place of the meeting, or the technical means if it was held remotely, or the date of the last signature if the decision was by circulation.
The invitation: who sent it, when and by what means, and that it included the agenda.
Attendance and quorum: the names of the partners present in person or by proxy, the number of shares each holds and its percentage of the capital, and a statement that the quorum under the articles was met.
The decision text: precise wording of what was decided, not a summary of the discussion.
The vote: the share percentage in favour, against and abstaining for each decision separately, and that the required majority was reached.
Signatures and filing: the signature of the chair, the secretary and the partners or whoever the articles require to sign, then the resolution number and where it is kept in the company file.

Ready-to-use clause • copy directly

قررت جمعية الشركاء، بحضور شركاء يملكون (...) حصة تمثل (...) من رأس مال الشركة، وبموافقة شركاء يملكون (...) من الحصص الممثلة في الاجتماع، اعتماد القوائم المالية للشركة عن السنة المالية المنتهية في (...) وتقرير المدير عنها، وإبراء ذمة المدير عن أعماله خلال تلك السنة، وذلك في اجتماعها المنعقد في مدينة (...) بتاريخ (...).

The partners' assembly, attended by partners holding (...) shares representing (...) of the company's capital, and with the approval of partners holding (...) of the shares represented at the meeting, resolved to approve the company's financial statements for the financial year ended (...) and the manager's report on them, and to discharge the manager for their work during that year, at its meeting held in the city of (...) on (...).

Leave the quorum and majority blanks empty until you fill them from your own company's articles of association, and never copy a percentage from another company.

The manager appointment resolution deserves special care, because it is what is usually requested in any dealing with third parties. A general wording that gives the manager broad unlimited powers weakens the partners' protection; it is better for the resolution to set the spending and contracting ceilings and the matters that come back to the partners.

Ready-to-use clause • copy directly

قرر الشركاء تعيين السيد/السيدة (...) مديراً للشركة لمدة (...) تبدأ من (...)، ويتولى إدارة أعمال الشركة اليومية وتمثيلها أمام الغير والجهات الحكومية والبنوك، على ألا يبرم دون موافقة كتابية مسبقة من الشركاء أي عقد أو التزام تتجاوز قيمته (...) ريال، أو أي تصرف في أصول الشركة أو رهنها أو اقتراض باسمها.

The partners resolved to appoint Mr/Ms (...) as manager of the company for a term of (...) starting on (...), to run the company's day to day business and represent it before third parties, government bodies and banks, provided that they shall not, without the partners' prior written approval, enter into any contract or commitment exceeding (...) riyals, or dispose of or pledge the company's assets, or borrow in its name.

This is a short wording for illustration; the full authority matrix is in template F-05.

Why the paper matters: the lesson of the Saudi Exchange trading suspensions

During 2026 the Saudi Exchange announced the suspension of trading in the shares of a number of companies listed on the main market and on the parallel market because they had not announced their financial statements within the statutory period. The companies concerned were not suspended because they were loss making or in breach in their business, but because the required document was not issued on time.

A limited liability company does not face a trading suspension, because its shares are not listed at all. But it faces a smaller version of the same problem: a bank that refuses to update the authorised signatories because there is no manager appointment resolution, a partner who disputes a profit distribution that was never covered by a written resolution, or an investor who walks away because the company file does not prove who approved the accounts of past years. In all of these cases the partners are not asked what they agreed, but what they documented.

That is why we suggest your company treat its annual resolutions the way a listed company treats its disclosure: a known date, a complete document, and a filed copy that can be produced on any day.

From the resolution to the company file: practical steps every year

A resolution that cannot be found is not much different from one that was never issued. The following steps turn the annual cycle into a clear routine instead of an urgent search at the first request.

Set the date of the annual assembly in the compliance calendar after the financial statements are complete, in line with the articles of association.
Send the invitation and agenda to all partners by the means the articles specify, and keep proof of sending.
Hold the meeting and record the minutes using template F-04, with a separate resolution for each topic from the Resolutions Set F-03.
Collect the signatures in the same session or electronically, and give the resolution a serial number.
File the signed copy in the company record or the document vault, together with the financial statements the resolution approved.
If the resolution changes registered data, such as the manager, check with your lawyer whether the commercial register or the articles of association must be updated.

This guide is distinct from the founders agreement guide, which comes before registration, from the shareholders agreement guide, which organises the relationship between the partners, and from the annual commercial register confirmation guide, which concerns the register data. Here we are dealing with the periodic decisions issued inside the company every year, and the Founders Agreement F-01 is a natural companion if your company is still forming and has not yet documented the voting rules between the partners.

The templates are certified drafts and a strong starting point, not a substitute for advice on an existing dispute between partners, and the Arabic text prevails.

Frequently asked questions

Is a verbal agreement between the partners, or one in a messaging group, enough?

It is not advisable to rely on it. A chat may prove that a discussion happened, but it rarely proves the quorum, the vote and the decision text with the precision a bank or an official body asks for. Turn what was agreed into a written, signed resolution kept in the company file.

What quorum and majority do partners' resolutions require?

The first reference is your company's articles of association and the partners' agreement, then the provisions of the Companies Law. We do not state specific percentages here because they vary with the type of decision and with what the articles say, so confirm them with your lawyer before the meeting.

Do I need assembly minutes if the company has a single partner?

In a single-partner company there is no meeting in the usual sense, but the decision itself remains necessary. The partner writes the decision as a written resolution, signs it and files it, and you should check with your lawyer which form the articles of association accept.

What is the difference between F-03 and F-04, and which should I start with?

The Resolutions Set F-03 gives you the decision text itself for each topic, and the General Assembly Minutes F-04 records the meeting in which it was issued. If you hold a meeting, use both together; if the decision is by written circulation and the articles allow it, F-03 is usually enough.

Certified template · F-03

The next step

This guide ends with a ready bilingual template, drafted from the statute and its regulations and reviewed by a licensed Saudi lawyer.