Updating Articles of Association (AoA) in Saudi Arabia: What Companies Need to Know

Saudi Arabia is continuing to reshape its business environment, taking concrete steps to align with international best practices. One notable update under the New Companies Law affects all entities established before 19 January 2023: these entities are now required to update and harmonise their Articles of Association (AoA) – as per New Companies Law (issued by Royal Decree No. M/132 dated 01/12/1443H).

This is more than a legal formality. It is a practical opportunity to revisit corporate structures, enhance governance, and build in more operational flexibility. For many businesses, this process has served as a useful reset—bringing outdated documents up to speed and setting a stronger foundation for future growth.

Which companies must comply with the AoA update requirement?

All companies established before 19 January 2023 are required to update their Articles of Association. This includes:

• • • Limited Liability Companies (LLCs)
    • Joint Stock Companies (JSCs)
    • Simplified Joint Stock Companies (SJSCs)

Companies formed after this date would have adopted the new law upon establishment.

What prerequisites should be in place before updating?

Before beginning the update process, companies must ensure the following:

• • • Valid Commercial Registration (CR) and investment (MISA) license
    • No pending amendment requests with the Ministry of Commerce (MOC)
    • Appointment of an external auditor who is registered with the relevant Saudi authority

What does the AoA update process involve?

The process begins with a review of the existing Articles of Association to ensure they align with the latest law. Once the necessary changes are approved internally, the updated document is submitted through the digital system. Following the regulatory review, the changes are officially registered. Depending on company type, additional authorities may need to be notified.  

What are the benefits of updating the AoA?

Harmonising the AoA is not just about staying compliant, it provides several practical benefits for companies:

• • • More flexibility: Some old rules, like statutory reserves, are no longer mandatory
    • Support for SMEs: Small and micro businesses might not need an external auditor, depending on their situation
    • Easier access to information: AoA data is now available electronically, which helps when dealing with clients, partners and banks

What are the risks of not updating the AoA?

Failure to comply may result in the following consequences:

• • • Inability to renew or make changes to commercial registration
    • Inability to update shareholders, management or business activities
    • Inability to change the company’s trade name
    • Fines ranging from SAR 10,000 to SAR 100,000, depending on the type and severity of the non-compliance
    • Suspension of government services

How Fragomen can help

Fragomen can help companies stay compliant while making the most of the new opportunities under Saudi Arabia’s evolving legal and business landscape. Fragomen’s experienced team provides end-to-end support to help companies comply with the new Companies Law requirements, including:

• • • Reviewing existing Articles of Association
    • Advising on necessary changes in line with the New Companies Law
    • Drafting and submitting the amended AoA
    • Authenticating the AoA through a visit to the MOC with the required documentation
    • Providing ongoing advisory on corporate structuring and regulatory obligations

This blog was published on 31 July 2025, and due to the circumstances, there are frequent changes. To keep up to date with all the latest updates on global immigration, please subscribe to our alerts and follow us on LinkedIn, Twitter, Facebook and Instagram. 

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