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Shareholders Agreement Template: A Ready Contract Certified by a Licensed Saudi Lawyer
- Category
- Formation and governance
- Language
- Arabic + English
- Format
- Editable DOCX
CERTIFICATION RECORD
This template was prepared and reviewed by a licensed Saudi lawyer and is kept current as the Kingdom's regulations change.
Where an Arabic and an English text exist, the Arabic text prevails
An agreement governing reserved matters, transfers, profit distribution, and deadlock between owners, bilingual and drafted for the Saudi context.
The articles of association register the company, but they do not answer the questions that break partnerships later: which decisions need everyone's approval, whether an owner may sell to whoever he likes, how profits are distributed, and what happens when a decision stalls or an owner defaults. The shareholders agreement is the document that answers all of that before the dispute arrives. Sighaty template F-02 is written within the framework of the Companies Law and the principles of the Civil Transactions Law, serves both the limited liability company and the simplified joint stock company, and covers reserved matters, transfer restrictions, distribution policy, non-compete, the deadlock mechanism, and the dispute route, in two parallel languages with the Arabic text prevailing on any difference.
Get the Shareholders Agreement TemplateF-02What this agreement is and when you need it
A shareholders agreement is a private contract among the owners of a company. It works alongside the articles of association and does not replace them. Its job is to turn verbal understandings between partners into written rules: who decides what, by what majority, how an owner exits, and how a new owner joins. Every company with more than one owner needs it, whether it started today or has been operating for years without a written agreement.
- A limited liability or simplified joint stock company owned by more than one partner.
- An incoming investor or new partner who needs clear decision and exit rules.
- An existing partnership with no written agreement, relying on personal understanding alone.
What the smart-fill asks and what you receive
The smart-fill asks for the company name in Arabic and English and its commercial register number, then for the company form: limited liability or simplified joint stock, and for the management body if it is an LLC: a single manager or a board of managers and how many, plus the capital and whether ownership is expressed in quotas or shares. It then asks for the approval threshold on reserved matters and which of them require unanimity, the lock-in period before transfers are permitted, the tag-along and drag-along thresholds on a sale of a controlling stake, and the window in which refused units may be placed with third parties on terms no better than those offered.
It then asks for the distribution policy for distributable profits after reserves and its frequency, the geographic scope and duration of the non-compete during ownership and after exit, the cure periods for deadlock and for material breach, whether the remedy on default is buying the defaulter's stake at a discount to fair value or claiming damages, the dispute route: arbitration before the Saudi Center for Commercial Arbitration with three arbitrators in Arabic, or the competent commercial court, and finally whether to add a signature block for additional holders.
Within minutes you receive a formatted bilingual Word document, ready to sign and editable before approval, with figures and percentages consistent across every clause. You move from a verbal understanding between partners to a document that fixes decision authority and the exit route before you need it.
Why a lawyer-certified template beats a free download
Shareholders agreements circulating free online are mostly written for foreign systems, so they use concepts that do not apply to a Saudi company and ignore the statutory pre-emption right of partners on a sale of ownership. Worse, they leave the deadlock mechanism blank, and that is the clause that decides the company's fate the day decisions stall. The Sighaty template is certified by a licensed Saudi lawyer, drafted in the terms of the limited liability and simplified joint stock company as they are known locally, and updated as regulations change, so you sign an agreement you can rely on before an official body rather than a translated text.
Frequently asked questions
What is the difference between a shareholders agreement and the articles of association?
The articles of association are a public document filed with the competent authority and set the minimum: the company name, activity, capital, and partners. The shareholders agreement is a private contract among the owners that is not published, and it details what the articles usually do not: reserved matters, transfer restrictions, distribution policy, and deadlock. The template is written to work alongside the articles, not against them.
Does the agreement suit a simplified joint stock company and not only an LLC?
Yes. During fill-in you choose the company form, so the terminology switches automatically between quotas and shares and between the manager or board of managers and the board of directors, and unused clauses are stripped from the final output. You receive a document written in the language of your own company form, with no dead clauses.
Can a partner sell his stake to an outsider without the other partners' consent?
The agreement regulates this and does not override the pre-emption right partners hold by law. The template adds a contractual layer on top: an initial lock-in on transfers, then an offer to the partners first, and a defined window to offer the units to third parties on terms no better than those offered to the partners, with tag-along rights for minority holders and drag-along on a sale of a controlling stake.
The content is general guidance, not legal advice; consult a licensed lawyer for your specific case.