Alqanoni

Companies Law

Art. 28
Status unknownSaudi ArabiaRegulation

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

1. The company’s manager and board members shall be jointly and severally liable for any damage incurred by the company, partners, shareholders, or third parties resulting from the violation of this Law or the company’s articles of incorporation or articles of association or from a wrongful act, negligence, or omission in the performance of their duties. Any condition contrary to this provision shall be deemed null and void. 2. Liability of company managers or board members shall be either personal or joint. Joint liability shall be incurred by all managers or board members if the decision subject of the liability is unanimously voted thereon; if, however, the decision is passed by majority vote, objecting managers or board members shall not be held liable if their objection is explicitly recorded in the meeting minutes. Absence from the meeting at which the decision is issued shall not exempt the absentee from liability, unless it is established that he was not aware of the decision or was unable to object to it after becoming aware of Companies Law it. 3. The company may provide liability insurance coverage for its manager or a board member during the term of service or membership against any claim made against him in his capacity as a manager or board member.

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

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