Frequently Asked Questions
Short answers to common questions in our practice areas.
It depends on the matter.
An ordinary general assembly handles a company's regular business, such as electing board members and reviewing and discussing the financial statements, with a lighter quorum and majority. An extraordinary general assembly handles fundamental matters like amending the articles of association or changing share capital, and requires a higher quorum and majority under the Companies Law.
A company's articles of association may add requirements above the Companies Law's own minimums in areas the law allows it to regulate internally, but they cannot lawfully contradict a mandatory provision of the law itself. Working out the exact position on a specific question requires reviewing both documents together.
A company's manager and board members are jointly liable to compensate the company, partners, shareholders, or third parties for damage caused by violating the law or the company's articles of incorporation or association, or by error, negligence, or default in performing their duties. Any condition to the contrary is void.
Amending the articles of association is a matter for the extraordinary general assembly, not the ordinary one. Its first meeting is valid only if shareholders representing at least half of the voting shares attend, and its resolutions require two thirds of the voting rights represented at the meeting, or three quarters for decisions such as increasing or reducing capital.
Shareholders representing at least one quarter of the company's voting shares must attend, unless its articles of association set a higher percentage not exceeding one half. If the first meeting does not reach this quorum, a second meeting is valid regardless of the number of voting shares represented.
In a joint stock company, the notice is sent at least 21 days before the meeting. Convening the assembly begins with notice to the partners or shareholders in the manner the company's articles of association and the Companies Law require.
A company usually seeks this advice before taking a decision or proceeding with a transaction, to know its position under the Companies Law, or when a particular statutory obligation is unclear. This includes questions about whether an internal decision or procedure is consistent with the Companies Law and the company's articles of association, or about the duties of board members or managers and conflict of interest situations.
They typically include the company's articles of incorporation and articles of association and any amendments to them, and the minutes of the board or general assembly meetings relevant to the matter. They also include the Commercial Registration certificate and any license relevant to the company's activity, and the documents or correspondence about the decision or transaction under review.
In certain cases, yes. If exceptional general circumstances that could not be foreseen arise after contracting and make performing the obligation so onerous that it threatens the debtor with grave loss, the Civil Transactions Law allows the debtor to invite the other party to negotiate without unjustified delay, without entitling the debtor to stop performing, and if no agreement is reached within a reasonable time a court may reduce the obligation to a reasonable level. An ordinary shift in market conditions is not enough on its own to meet this bar.
If the contract is an adhesion contract, where acceptance is limited to submitting to terms the other party set and would not discuss, the law allows a court to amend an oppressive term or release the adhering party from it as justice requires, and any agreement to the contrary is void.
It covers both. It includes drafting a new commercial contract, and reviewing a proposed draft before it is signed or an existing contract to understand its obligations and legal implications, and a review may focus on a single clause to understand the obligation it creates.
Not always. A contract is formed when an offer is matched by an acceptance, and intent may be expressed in words, in writing, by an understood gesture, or by conduct, expressly or impliedly, unless the law, the parties' agreement, or the nature of the transaction requires otherwise.
The right itself is not extinguished by the passage of time, but as a general rule a claim for it will not be heard against a party who denies it once ten years have passed, unless a legal provision sets another period or the right falls within the exceptions the law sets out. For claims within the jurisdiction of the Commercial Courts, a claim will not be heard, absent a special provision, after five years from the date the right claimed arose, unless the defendant acknowledges the right or the claimant presents an excuse the court accepts. Because shorter periods apply in specific situations, confirming the right period depends on the nature of the claim itself.
No. Amending an adhesion contract's terms requires showing that a term is genuinely oppressive, not merely unfavorable to one side. Where that is shown, the disadvantaged party may ask a court to amend or excuse it.
The Civil Transactions Law, issued under Royal Decree No. M/191, governs contract rules in Saudi Arabia. Its provisions include rules on adhesion contracts, on exceptional general circumstances that make performing an obligation onerous, and on claims not being heard once a set period has passed.
They typically include the contract itself, in draft or signed form, any later amendments or side letters, and correspondence about the disputed clause or obligation. Where the question concerns asking for the contract to be reconsidered because of an unforeseen circumstance, evidence supporting that circumstance is added.
Under the Commercial Register Law, every merchant, meaning anyone who qualifies as a merchant under commercial law, must be registered in the Commercial Register, and the Ministry of Commerce may exempt certain categories of merchants under criteria in the implementing regulations, in addition to whatever activity license or municipal license the activity and its location may require.
According to the Zakat, Tax and Customs Authority, registration is mandatory where the value of taxable supplies exceeds SAR 375,000 over twelve months, or is expected to exceed it over the next twelve months, and voluntary where taxable supplies or taxable expenses exceed SAR 187,500.
This service covers the ongoing legal matters a business faces in the course of its operations, such as contracts, licensing, and regulatory obligations, while the Corporate and Companies Law service covers advice on company law, related statutory obligations, and the legal implications of company decisions and transactions.
It may, depending on the type of activity and its location. Certain activities require, in addition to the Commercial Register, a municipal commercial license through the Balady platform before the activity is carried out at its designated location, and what one activity needs is not necessarily what another needs.
The period is ninety days from recording the activity, where the activity recorded in the Commercial Register requires a license. If the merchant does not obtain the license within that period, the registrar strikes the activity off unless it extends the period.
Reviewing them before committing is usually more useful than reviewing them after a disagreement arises. These contracts can carry ongoing obligations well beyond the moment of signing, and drafting or reviewing contracts with suppliers, customers, or distributors before they are signed is a common matter in this service.
They typically include the business's current Commercial Register certificate, its existing municipal license if one exists, and a copy of the contract or agreement that needs review. Where the question concerns VAT registration, taxable supply figures are also needed.
The commercial courts have jurisdiction over disputes between merchants arising from their original or ancillary commercial activity, and over claims brought against a merchant in commercial contract disputes where the original claim exceeds SAR 100,000, a value the Supreme Judicial Council may raise where needed, alongside other matters the Commercial Courts Law specifically names, including claims arising under the Companies Law and the Bankruptcy Law.
Yes. The Commercial Courts Law allows a case, from filing and registration through the exchange of memoranda and the issuance of judgment, to be conducted electronically, and the implementing regulations set out how.
The Law of Evidence recognizes a number of means of proof, including written documents, digital evidence, testimony, acknowledgment, presumptions, and expert opinion, each with its own rules under the law. Organizing the evidence and documents relevant to a dispute early, not only once it reaches court, serves a party's position when the case is heard.
In most cases, yes. Under the Commercial Courts Law, first instance judgments may be appealed unless a special provision says otherwise, except small claims of no more than SAR 50,000 as specified by the Supreme Judicial Council, and the appeal period is thirty days from the date set for collecting a copy of the judgment under Article 79. A judgment of an appeal circuit may be challenged before the commercial circuit of the Supreme Court in the circumstances Article 88 sets, such as a breach of Sharia or of the law or an error in applying it.
The court registers the statement of claim once it is complete, and the circuit may assign one of its judges to prepare the case for hearing, including completing memoranda and documents and directing the parties to exchange them. Proceedings and pleadings are in writing, the circuit may also hear the parties orally, and the case ends in a judgment.
Not necessarily. The commercial courts have jurisdiction over disputes the law specifies, including disputes between merchants arising from their original or ancillary commercial activity, and claims brought against a merchant in commercial contract disputes where the original claim exceeds SAR 100,000. The value of a claim can determine which judicial authority has jurisdiction over it, so establishing this early can save time and avoid procedural missteps later.
It may be required for some claims. For claims specified in the implementing regulations, written notice to the defendant demanding the right claimed at least fifteen days before filing, or conciliation and mediation, may be required first. Correspondence relevant to the dispute, including any prior notice or demand, is among the documents typically needed.
The burden of proof falls on the claimant, who must prove the right it claims, and the defendant may rebut it. The facts to be proven must be relevant to the case, material to it, and admissible.
Not usually. The Ministry of Human Resources and Social Development describes amicable settlement as the first stage in considering labor dispute claims, and the claim is referred to the labor court if no amicable solution is reached.
Yes. Under Article 234 of the Labor Law, a claim for a right set out in the Law or arising from the employment contract is not admissible before the labor courts after twelve months from the date the employment relationship ended, unless the claimant presents an excuse the court accepts or the defendant acknowledges the right. How this period applies to a specific matter requires legal review.
Labor courts hear disputes relating to employment contracts, wages, rights, work injuries and compensation for them, disputes over disciplinary penalties, and disputes arising from dismissal. Their jurisdiction also covers the other matters set out in the Law of Civil Procedure.
Yes. A labor court judgment may be appealed under the Law of Civil Procedure, except judgments in minor claims specified by the Supreme Judicial Council.
Yes, labor claims are heard on an urgent basis under the law. Before that, a labor dispute generally goes through an amicable settlement stage through the competent authority, and is referred to the labor court if settlement is not successful.
Yes. The service covers representing the employer before a labor court or another competent judicial authority, preparing memoranda and pleadings, and exploring whether the dispute can be settled amicably. Amicable settlement may resolve a dispute without the need for litigation, and is worth exploring before escalating the matter.
They typically include the employment contract and any amendment to it, wage and attendance records for the employee involved, documents related to the end of the employment relationship such as notice, a resignation letter, or a service certificate, and correspondence about the dispute. How the employment relationship is documented, from the contract to wage and attendance records, has a direct effect on the strength of the employer's position once a dispute arises.
Yes. The Labor Law requires an employment contract to be written in two copies, one kept by each party, and documented in accordance with the relevant regulations. A contract still exists if it is not written, and the worker alone may then prove it by any means of proof. From 15 April 2026, the Ministry calculates Saudization rates under Nitaqat on the basis of contracts documented electronically through Qiwa. A non-Saudi worker's contract must be written and for a fixed term.
180 days in total at most under the law's amended text, and it must be stated expressly in the contract. A worker may not be placed on probation more than once by the same employer, except by written agreement for a different profession or job, or after at least six months have passed since the worker's previous employment with that employer ended.
Termination must be based on a legitimate reason, with written notice of at least 30 days if given by the employee and at least 60 days if given by the employer, for contracts paid monthly. Where the wage is not paid monthly, either party must give at least 30 days' notice, under the law's amended text.
Nitaqat is a Ministry of Human Resources and Social Development program that aims to encourage private sector businesses to localize jobs. It groups similar economic activities, each group with required Saudization rates, and offers incentives and support for hiring Saudis. The Labor Law allows the Ministry to refuse to renew a work permit where the employer violates the job localization standards it sets. Required rates can change, so checking them means confirming what the Ministry has adopted at the time.
Yes, either party may end the contract during the probation period. Where a worker is on probation, the contract must say so expressly and state its length, which may not exceed 180 days in total.
The term is one year from the worker's actual start date. A non-Saudi worker's employment contract must be written and for a fixed term, a specific rule that differs from the general rules for employment contracts.
Yes. The amendments issued under Royal Decree No. M/44 and effective 19 February 2025 changed several familiar rules, including the probation period and maternity leave, so relying on information predating that date may be inaccurate.
This service focuses on legal advice on applying the Labor Law, while representation in employment disputes and litigation is addressed under Employment and Labor Disputes.
A licensed lawyer listens to the details of your matter and explains your legal position and the paths available to you under Saudi law, without that necessarily committing you to full representation of the matter.
Yes. Under the Law Practice Law, a lawyer may not disclose a secret entrusted to them or learned through their profession, even after their engagement ends, unless doing so would contradict a Sharia requirement. The Rules of Professional Conduct for Lawyers prohibit breaching the confidentiality of consultations, except in the cases they specify, which include the client's written consent or a legal provision or court order.
The Law Practice Law treats giving Sharia and legal consultations, and pleading for others, as the practice of law, and requires anyone practicing it to be registered in the Ministry of Justice roll of practicing lawyers under educational and practical conditions set by the Law. Every person may plead for themselves, while pleading for others is limited to practicing lawyers, with limited exceptions set by the Law.
You usually need one when you want clarity on your legal position before making a decision, or before deciding how to proceed with a matter. Examples include receiving an official notice or letter before responding to it, considering an important decision such as entering a partnership, buying property, or accepting a settlement offer, or needing to understand the rights and obligations in a contract or agreement before signing it.
It helps to prepare any official notice or letter connected to the matter, the contract or agreement under consultation if there is one, and a brief summary of the facts from your perspective. The clearer and more precise the available documents and information, the more useful the consultation is likely to be.
Yes. The matters a consultation addresses include those that touch more than one area of law, where it is not yet clear which of Sanadna's services fits the matter.
Based on the lawyer's explanation, you decide how to proceed with your matter, whether on your own or by requesting another of Sanadna's services if the matter calls for it. A consultation clarifies the legal position and the available paths, and does not necessarily commit to full representation of the matter itself.
Yes. The 1447H regulatory provisions on the landlord and tenant relationship require a landlord with an unregistered lease of residential or commercial property within the urban boundary to apply to register it on the Ejar electronic network, and the tenant may also request registration. The other party may object to the contract data before the Real Estate General Authority within sixty days of notice of the registration; if no objection is made in that time, the data is treated as correct.
General courts hear lawsuits relating to real property, including ownership disputes, eviction and payment of rent, unless the law provides otherwise. Violations of the Real Estate Brokerage Law go to a committee at the Real Estate General Authority that imposes the prescribed penalties, and a party penalized may challenge the decision before the competent judicial body within thirty days of notification. A claim between the parties over commission or a deposit is a lawsuit for the competent court.
Yes. A real estate claim is filed online through the Najiz platform, and general courts hear it unless the law provides otherwise. If the claim concerns a real right in a registered property, or a disposition that must be registered, and would change the register, the court hears it only after the claim has been annotated on the register.
Yes, for residential or commercial property within the urban boundary, unless one party notifies the other that it does not wish to renew at least sixty days before the term ends. The Real Estate General Authority may set a longer notice period in model contracts, and specific exceptions apply.
Not at present. The 1447H rent freeze and the limits on a landlord refusing renewal currently apply only to properties in Riyadh, unless a decision applies them to other cities.
As a rule, ownership of real estate passes by contract when the disposing party owns the property. Where a law requires a procedure, it passes only once that procedure is complete, for example registering the disposition in the real estate register for a registered property. Dispositions after the first registration, including sale, division and inheritance, produce their judicial and administrative effects only once registered.
Since 22 September 2026, they are carried out through the Real Estate Registry platform for property within the urban boundary of Dammam, Al Khobar, Dhahran, Qatif and other Eastern Province cities. This includes transfers of ownership, subdivision and mortgages, as in Riyadh, and other cities are being added in stages.
Yes. A brokerage contract must be in writing and the broker must lodge a copy with the Real Estate General Authority, and it cannot be relied on otherwise. Real estate brokerage may be practiced only under a license from the Authority.
A khula agreed between spouses with full legal capacity is valid without a court judgment, but it must be documented. Documentation can be requested online through Najiz. A khula requires the husband's consent; without it, the wife may ask the personal status court for judicial dissolution of the marriage on the grounds the law sets.
An increase or a reduction may be requested when circumstances change. Such a claim is not heard within one year of the maintenance judgment, except in exceptional circumstances that the court assesses.
Personal status courts hear all personal status matters, including proof of marriage, divorce, khula, judicial dissolution of marriage (faskh), custody, maintenance and visitation, and the claims arising from them.
Yes. A claim is filed online through the Najiz platform, and personal status courts hear it. An agreed khula can also be documented online through the khula documentation service on Najiz.
A divorce must be documented by the husband with the competent authority, a khula agreed by spouses with full legal capacity is valid without a court judgment, and a judicial dissolution of marriage is heard by the personal status court. The divorce must be documented within fifteen days of it becoming irrevocable, and a khula must also be documented. If the husband does not consent to a khula, the wife may ask the court to dissolve the marriage on the grounds the law sets.
Custody goes to the mother, then the father, then the maternal grandmother, then the paternal grandmother, provided the custodian meets the statutory conditions. The court may depart from this order in the child's interest, and it is the court that decides custody where the parents do not agree.
Custody ends when the child turns eighteen, unless the child is mentally incapacitated or disabled by illness, in which case it continues. At fifteen, a child may choose which parent to live with unless the child's interest requires otherwise, and ages under the Personal Status Law are counted in Hijri years.
They typically include the national ID or iqama, the other party's identity details if known, the marriage contract and any divorce, khula or revocation document, and the children's birth certificates or the family register. They also include any earlier judgment or agreement on maintenance, custody or visitation, and evidence of income or expenses where maintenance is disputed.
The Ministry of Justice offers an online service to issue an heir determination document through the Estates platform, signing in through the National Single Sign-On service (Nafath). The applicant enters details of the deceased, the heirs and witnesses, and attaches supporting documents such as the death certificate.
The Estates platform offers an agreed estate division service once the heir determination and estate inventory documents are issued, and it requires the heirs' confirmation. Where there is a dispute, or the estate involves a minor, an absent person, an endowment share or a will, the personal status court has jurisdiction.
The estate first covers the reasonable costs of preparing and burying the deceased, then the debts are paid, then any will is carried out, and what remains is divided among the heirs. Identifying the deceased's debts and obligations is therefore an essential step before division.
A will is carried out up to one third of the estate. Any amount above one third depends on the heirs' consent, and takes effect within the shares of those who consent.
A will in favor of an heir takes effect only if the other heirs approve it after the death. If only some of them approve it, it takes effect within their shares.
Takharuj is an agreement under which one of the heirs gives up all or part of a share for specified consideration, allowed where the estate is known to them, or is unknown and cannot ordinarily be ascertained within a short time. It must be documented with the competent authority. If it is made before the heirs know the estate, and the estate could ordinarily have been known within a short time, an heir who was unaware may ask for it to be annulled.
Yes, once the property has had its first registration. From then on, inheritance, real estate division and final judgments establishing any of these are registered in the real estate register, and those rights are not effective and do not produce their judicial and administrative effects until registered.
They typically include the death certificate of the deceased, the heirs' IDs and the family register, details of witnesses, and any existing heir determination document, will or endowment document. They also include property title deeds, account and investment details, and documents for debts relating to the estate.
Yes. Every accused person may have an agent or lawyer defend them during investigation and trial, and must be told of this right on arrest or detention. The investigator may not separate the accused from the agent or lawyer present with them. The lawyer does not intervene in the investigation without the investigator's permission, but may always submit a written memorandum of comments, which is added to the case file. If the investigator orders that the accused have no contact with others in the interest of the investigation, the right to contact their agent or lawyer remains.
The person arrested is told immediately of the reasons for the arrest and has the right to contact anyone they wish to inform, under the supervision of the criminal investigation officer. The criminal investigation officer hears their statement and, if there is sufficient evidence to support the accusation, sends them within 24 hours to the investigator, who questions them within 24 hours and then orders their detention or release. Detention takes place only in designated places under a reasoned order that states its period, and the detainee may file a grievance against the detention order or its extension. Anyone who knows that a person is detained unlawfully, or in a place not designated for detention, may report it to the Public Prosecution.
A private criminal action ends with a pardon by the victim or their heir, but that pardon does not prevent the public right action from continuing, and a private right claimant's abandonment of their claim does not affect the public action. In crimes involving a private right of individuals, meaning those where the harm falls only on the victim, no criminal action is brought and no investigation is carried out except on a complaint by the victim, their representative or their heir, unless the Public Prosecution sees a public interest in bringing the action and investigating. If the private right claimant waives their right in such a crime, the public action may be brought only where the Public Prosecution sees a public interest in it, or in the other cases the Implementing Regulations set.
The criminal court has jurisdiction over all criminal cases, without prejudice to the jurisdiction of other courts. In a place with no criminal court, the general court exercises that jurisdiction unless the Supreme Judicial Council decides otherwise. Objections to its judgments are made by a request for appeal or review, which the court of appeal decides, and then by a petition for reversal before the Supreme Court on the grounds the law sets.
The first detention order may not exceed five days from the arrest, and the investigator issues it where, after questioning, the evidence of a major crime is sufficient or the interest of the investigation requires detention. Detention may be extended only by order of the head of the Public Prosecution branch or their delegate, and, where a longer period is needed, of the Attorney General or their delegate, within maximum limits set by the law. After those limits, the accused must be referred to the competent court or released, except in exceptional cases where the court approves an extension by a reasoned judicial order.
Yes. The investigator may at any time, on their own initiative or at the accused's request, order release where detention has no justification, release would not harm the investigation, and there is no fear of flight or disappearance, provided the accused undertakes to appear when summoned. Under the Implementing Regulations, this release requires that the evidence against the accused in a major crime is not sufficient.
The public right action is brought and pursued by the Public Prosecution before the competent courts, while the private right is claimed by whoever was harmed by the crime. That person may claim their private right during the investigation, and may pursue it before the court hearing the public action at any stage of the case, even if the claim was not accepted during the investigation. Their complaint counts as a claim of their private right, unless they expressly waive that right before the investigator.
Yes. The convicted person, the public prosecutor and the private right claimant may ask for appeal or review of judgments of the courts of first instance within thirty days, and the court must tell them of this right when it pronounces the judgment. They may also petition the Supreme Court for reversal (naqd) of judgments issued or upheld by the courts of appeal, within thirty days, on grounds the law sets, including violation of Sharia or of the laws, a judgment issued by a court without jurisdiction, or an error in characterizing the facts.