Alqanoni

Companies Law

Art. 225
Status unknownSaudi ArabiaRegulation

Issued by Ministry of Investment (misa.gov.sa)

1. A merger involves combining one or more companies with another existing company or combining two or more companies to form a new company. 2. A merger proposal shall be prepared for approval by each company party to the merger in accordance with the conditions prescribed for amending its articles of incorporation or articles of association. The merger proposal shall specify the terms of the merger as well as the nature and value of the consideration, including the number of interests or shares the merged company shall have in the capital of the merging company or the company resulting from the merger. Such proposal shall indicate the ability of each company party to the merger to pay its debts. 3. Subject to the provisions of relevant laws, a company may, even if under liquidation pursuant to the provisions of this Law, merge with another company of the same form or of a different form. 4. A merger shall not be valid except after the valuation of the assets of the companies party thereto. 5. The consideration for a merger shall be in the form of interests or shares in Companies Law the merging company or the company resulting from the merger. 6. The Competent Authority may set the rules and procedures for implementing the provisions of this Article, including the cash consideration for purchasing fractions of interests or shares or for compensating partners or shareholders who object to the merger decision. It may also set the voting rules for a partner or shareholder who has an interest other than that arising from his capacity as a partner or shareholder in the company.

The Arabic text is the legally binding version. The English translation is provided for guidance only.

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