In a statement, the ministry stated that the minister issued a decision clarifying exceptions to some provisions of the Companies Law, which include: The following items:
First: Increasing the period stipulated in Paragraph (2) of Article (167) of the Companies Law to hold the General Assembly, to become within the 12 months following the end of the company’s fiscal year.
Second: Increasing the period stipulated in Article (175) of the Companies Law, to send a copy of the auditor’s report, the company’s financial statements, a report on the company’s activity and its financial position, and proposals regarding the distribution of profits, and a copy of the report of the Supervision Board, to the ministry and to each partner, to become 12 months From the end of the fiscal year.
Third: The work according to items (first) and (second) shall end on December 31, 2020.
Fourth: Allowing the partners in limited liability companies in which their number exceeds 20 partners to express their opinions dispersed, provided that the company director in this case sends a recorded letter of the proposed decisions for the partner to vote on, for a period of one year from 03/16/1442 AH; An exception to the provisions of Paragraph (1) of Article (168) of the Companies Law.
Fifth: As an exception to the provision of Article (181) of the Companies Law, the period during which the managers of the limited liability company must invite the partners to meet is extended to (180) days from the date of their knowledge of the loss reaching half of the company’s capital, for a period of two years from the date of 08/01 / 1441 AH.
Sixth: Paragraph (3) of Article (181) of the Companies Law shall be suspended for a period of two years from the date of 08/01/1441 AH, and the limited liability companies shall upon their losses reach the amount specified in paragraph (1) of Article (181) of the Companies Law of Disclosure On the continuous developments of its losses according to the following controls:
1. The director, directors, or board of directors of the company, upon learning that the company’s losses have reached half of the capital, must submit to the ministry a request to publish an announcement of this on the ministry’s website, including the amount of losses and their percentage of the capital and the main reasons that led to these losses.
2. The director, managers, or board of directors of the company must submit to the ministry, on a quarterly basis, a report on the developments of the company’s losses within (fifteen) days from the end of each quarter and request the publication of an announcement on the ministry’s website.
3. The director, managers, or board of directors, upon learning that the company’s losses have decreased to less than half of the capital, must apply to the ministry to publish a notice on this on the ministry’s website, including the measures taken by the company to amend its situation.
Seventh: The work with what was mentioned in Clause (Six) shall be completed on 07/30/1443 AH.
Eighth: An exception to the provision of Article (150) of the Companies Law:
1. Extending the period for which the Board of Directors must invite the Extraordinary General Assembly during which it becomes aware of the losses of the shareholding company reaching half of the paid capital, to become (60) days from the date of the Board’s knowledge of the losses for a period of two years from the date of 08/01/1441 AH.
2. Extending the period during which the extraordinary general assembly meeting must be held to become (180) days from the date of the Board of Directors becoming aware of the losses for a period of two years from the date of 08/01/1441 AH.
Ninth: Paragraph (2) of Article (150) of the Companies Law shall be suspended for a period of two years from the date of 08/01/1441 AH, and the unlisted joint-stock companies shall upon reaching their losses reach the amount specified in Paragraph 1 of Article (150) of the Law Companies disclose the developments of their losses on an ongoing basis in accordance with the following controls:
1. The Chairman of the Board of Directors of the company, upon learning that the losses of the company have reached half of the capital, shall submit to the Ministry a request to publish an announcement of this on the Ministry’s website, including the amount of losses, their percentage of the capital, and the main reasons that led to these losses.
2. The Chairman of the Company’s Board of Directors shall submit to the Ministry, on a quarterly basis, a report on the developments of the Company’s losses within (fifteen) days from the end of each quarter and request the publication of an announcement on the Ministry’s website.
3. The chairman of the company’s board of directors, upon learning that the company’s losses have decreased to less than half of the capital, must submit to the ministry a request to publish a notice on this on the ministry’s website, including the measures taken by the company to amend its conditions.
Tenth: The work will be completed with what was mentioned in Article 9 above on 07/30/1443 AH.
Eleventh: As an exception to the provision of paragraph (1) of Article (133) and Article (166) of the Companies Law, companies with limited liability and joint-stock companies are allowed to reassign the auditor whose term of appointment has reached 5 continuous years, for a period not exceeding two additional years.
Provided that the total period of appointment of the audit office does not exceed 7 continuous years, and 5 continuous years for the partner supervising the audit process, provided that this exception ends after two years from the date of 08/01/1441 AH.
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