Alqanoni

Companies Law

Art. 261
Status unknownSaudi ArabiaRegulation

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

Without prejudice to any harsher penalty under any other law, the following persons shall be subject to imprisonment for a period not exceeding one year and a fine not exceeding one million riyals, or to either penalty: a) Any auditor who fails to notify the company, whether through the bodies or persons in charge of its management, of any violations he discovers during the course of his duties that he suspects to be of criminal nature. b) Any person who obtains or is guaranteed or promised a benefit to vote in a particular way or abstain from voting with the intent of harming the company’s interests, and any person who grants, guarantees, or promises such benefit. c) Any person who, by any means, deceptively announces, publishes, or declares that the company has completed its registration with the Commercial Register prior to the completion of registration. d) Any public servant who discloses to other than the competent authorities the company’s classified information which he becomes privy to by virtue of his position. e) Any person who, for the purpose of collecting the values of contributions or soliciting subscriptions, publishes the names of persons to falsely suggest their affiliation or potential affiliation with the company in any manner. f) Any person who, in bad faith, decides to distribute, distributes, or collects dividends or returns in violation of the provisions of this Law or the company’s articles of incorporation or articles of association, as well as any auditor who becomes aware of such violation and fails to report it. g) Any partner, shareholder, or others who knowingly inflate or provide false statements or information regarding the valuation of in-kind contributions, or the distribution of interests among partners or shares among shareholders or the full payment of their value, whether upon the incorporation of the company, increase of its capital, or redistribution of interests among partners Companies Law or shares among shareholders. h) Any manager, officer, board member, or auditor who fails to call for a meeting of the general assembly of partners or shareholders, or who fails to take necessary action therefor, as the case may be, upon becoming aware that losses have reached the limits provided for in Articles 132 and 182 of this Law. i) Any manager, officer, board member, auditor, or liquidator who exploits or discloses the company’s classified information with the intention of harming its interests. j) Any person who intentionally obstructs, directly or indirectly, persons entitled under this Law to access the company’s papers, accounts, records, and documents, or any person who refuses to enable them to perform their duties. k) Any person assigned to inspect the company who, in the reports he prepares, intentionally includes false information or omits material facts that may affect the outcome of the inspection.

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

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