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Disputes and Litigation

Shareholder and Partner Dispute Lawyer in Dammam Shareholder and Partner Disputes

Disputes between partners and shareholders vary according to their circumstances and require an assessment of the legal position to determine whether negotiation or litigation is the appropriate course.

Situations where this may apply

  • A dispute has arisen with another partner or shareholder and the legal position needs to be assessed.
  • You want to explore whether the dispute can be addressed through negotiation.
  • The nature of the dispute calls for pursuing litigation.

Legal framework

The Companies Law gives a shareholder or partner a number of rights that become directly relevant once a dispute arises, including:

  • One or more partners or shareholders representing 5% of the company's capital, unless its articles set a lower percentage, may bring the company's liability action against its manager or board members if the company does not bring it, subject to conditions including good faith and notifying the manager or board members of the intent to sue at least fourteen days before filing. Article 29
  • In a joint stock company, the board must call an ordinary general assembly within thirty days of a request by one or more shareholders representing at least 10% of the voting shares, and the competent authority may call it if the board does not do so within that period. Article 90
  • A company's manager and board members are jointly liable to the company, partners, and shareholders 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, and a partner or shareholder may bring a personal claim where their error caused that partner or shareholder a particular harm. Articles 28 and 29
  • Except in cases of forgery and fraud, a liability action is not heard after five years from the end of the financial year in which the harmful act occurred, or three years from the end of the manager's or board member's term, whichever is later, and approval by the partners or general assembly discharging them does not prevent the action. Article 30

Common types of matters

  • A disagreement between partners over a management or financial decision within the company.
  • A dispute over profit distribution or how the company is being run.
  • A shareholder or partner who believes a particular decision harmed their interest without statutory justification.
  • A deadlock in reaching a company decision because of a disagreement between partners or shareholders.

How a matter may proceed

  1. Addressing the dispute starts with assessing the partner's or shareholder's legal position under both the Companies Law and the company's own articles of association.
  2. Where the dispute is capable of an amicable resolution, negotiation may be the more appropriate course before any other step is taken.
  3. Where negotiation is not possible, the available statutory rights, such as requesting a general assembly or suing on the company's behalf, or litigation before the competent judicial authority, may be pursued depending on the nature of the dispute.

Key considerations

  • Certain rights, such as requesting a general assembly or suing on the company's behalf, are conditioned on holding a set percentage of capital or shares, so confirming that percentage is a necessary first step.
  • A company's articles of association or a shareholders' agreement may include its own mechanisms for handling partner disputes, worth reviewing before any other step.
  • Some statutory rights are subject to fixed deadlines, so delaying their exercise can mean losing them.

Documents typically needed

  • The company's articles of association and any agreement between the partners or shareholders.
  • The shareholder or partner register showing each party's ownership percentage.
  • Minutes of the board or general assembly meetings relevant to the dispute.
  • Financial statements or documents relevant to the decision or distribution in dispute.

Frequently asked questions

The Companies Law allows one or more partners or shareholders representing 5% of the company's capital, unless its articles set a lower percentage, to bring the company's liability action against its manager or board members if the company itself does not bring it, provided the action serves the company's interest, rests on valid grounds, the claimant acts in good faith and is a partner or shareholder when filing, and the manager or board members are notified of the intent to sue at least fourteen days before filing. Assessing whether these conditions are met is the first step in a matter like this.

In a joint stock company, one or more shareholders representing at least 10% of the voting shares may request an ordinary general assembly, and the board must call it within thirty days of the request; if it does not, the competent authority may call it.

It starts with assessing the partner's or shareholder's legal position under both the Companies Law and the company's own articles of association. This includes confirming their ownership percentage, because certain rights, such as requesting a general assembly or suing on the company's behalf, are conditioned on holding a set percentage of capital or shares.

In some cases, yes. Where the dispute is capable of an amicable resolution, negotiation may be the appropriate course before any other step, and the company's articles of association or the partners' agreement may include their own mechanisms for handling disputes, worth reviewing first. Where amicable resolution is not possible, the available statutory rights or litigation before the competent judicial authority may be pursued, depending on the nature of the dispute.

Yes, they may bring a personal claim where the error of the manager or board members caused them a particular harm. A company's manager and board members are jointly liable to the company, partners, and shareholders 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, and any condition to the contrary is void.

No. Approval by the partners or the general assembly discharging the manager or board members does not prevent a liability action, subject to the statutory periods after which the action is not heard.

Except in cases of forgery and fraud, the action is not heard after five years from the end of the financial year in which the harmful act occurred, or three years from the end of the manager's or board member's term, whichever is later.

They typically include the company's articles of association and any agreement between the partners or shareholders, and the shareholder or partner register showing each party's ownership percentage. They also include the minutes of the board or general assembly meetings relevant to the dispute, and financial statements or documents relevant to the decision or distribution in dispute.

Official references

The legal texts and official publications this content relies on.

Companies Law: a partner's or shareholder's right to bring the company's liability action

Article 29
Published by:
Ministry of Investment
View official source

Companies Law: requesting an ordinary general assembly

Article 90
Published by:
Ministry of Investment
View official source

Companies Law: liability of the manager and board members, and a partner's or shareholder's personal claim

Articles 28 and 29
Published by:
Ministry of Investment
View official source

Companies Law: when a liability action is no longer heard

Article 30
Published by:
Ministry of Investment
View official source

This is general information based on the cited laws when this page was prepared. It may change, and it is not legal advice on a specific case.