Companies Law
Art. 261Status 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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