Notice of the General Assembly

Legal Procedures, Announcement Channels, Statutory Periods, and the Approved Form

Introduction

The notice of meeting is the first formal step in the lifecycle of any General Assembly and the trigger that begins the legal countdown to the meeting itself. It is the moment at which the company informs shareholders—and the market at large—of its intent to convene, the agenda to be discussed, and how participation may be exercised. A defective notice can, on its own, invalidate the entire Assembly, regardless of how flawlessly the meeting is conducted thereafter.

In Saudi Arabia, the notice is governed by precise statutory requirements concerning its content, the channels through which it is published, the period that must elapse before the meeting, and the form it must take. Failing to meet any of these requirements exposes the company to legal challenge and the Board to potential liability. This article examines the legal procedures for issuing the notice, the approved publication channels, the statutory periods, the official form, and the modern practices that strengthen the notice’s effectiveness as a communication instrument.

First: The Legal Nature of the Notice

Definition

The notice is the official written invitation issued by the competent authority within the company (typically the Board of Directors) to shareholders, calling them to attend a General Assembly at a specified date, time, and place, to deliberate on a defined agenda. It is the legal act that opens the right of shareholders to attend, vote, and exercise their rights at the meeting.

Legal Significance

• The notice is a constitutive element of the Assembly’s validity—a defective notice may invalidate the meeting and its resolutions.
• It opens the statutory period during which shareholders prepare and exercise pre-meeting rights (such as inspecting documents, electronic voting, and adding items).
• It binds the company to the agenda specified—items cannot, as a rule, be expanded after publication.
• It defines the time and place of the meeting, which cannot be changed without a fresh notice.
• It is the basis on which shareholder rights to challenge the Assembly’s procedures are measured.

The Authority to Issue the Notice

The general rule is that the notice is issued by the Board of Directors. In exceptional circumstances, the law allows the notice to be issued by:

• The external auditor, if the Board fails to convene the Assembly upon their reasoned request within 30 days.
• A representative of shareholders holding 10% or more of the voting shares, if the Board does not respond to their request within the statutory period.
• A court-appointed officer, in cases of corporate dispute or where the Board is unable to function.
• The Capital Market Authority, in specific circumstances involving listed companies.

⚠️  Critical Caution A notice issued by a non-competent body, or one that does not satisfy statutory requirements, exposes the Assembly to invalidation. This is among the most common grounds upon which Assembly resolutions are challenged before the courts and the Committee for Resolution of Securities Disputes.

Second: Mandatory Content of the Notice

The notice must contain a defined set of elements specified by the Companies Law and the implementing regulations. Omission of any of these may render the notice defective.

1. Company Information

• Full legal name of the company as registered.
• Commercial registration number.
• Head office address.
• Capital and number of shares.
• Type of company (listed joint-stock, closed joint-stock, etc.).

2. Assembly Information

• Type of Assembly (Ordinary, Extraordinary, or Special).
• Whether it is a first or subsequent meeting.
• Date and time of the meeting.
• Place of the meeting (physical and/or virtual).
• Language(s) of the meeting (Arabic, English, or both).

3. The Agenda

• Detailed listing of items to be discussed and voted upon.
• Clear, specific wording of each item.
• References to supporting documents available to shareholders.

4. Participation Rights

• Eligibility criteria for attendance and voting.
• Record date for determining ownership.
• Available attendance mechanisms (in-person, virtual, proxy, advance electronic voting).
• Procedures for requesting an attendance ticket or registering.

5. Quorum Information

• Required quorum for the meeting type.
• Procedures in case the quorum is not achieved.
• Time and place of the second meeting (if applicable).

6. Communications

• Phone number, email, and channels for inquiries.
• The specialized website or page for the Assembly.
• Name of the corporate secretary or relevant officer.

7. Approvals

• Date of the Board resolution authorizing the convening of the Assembly.
• Signature of the Chairman or their delegate.
• Official company seal.

Third: Statutory Periods for Issuance

The Companies Law and the CMA regulations specify minimum periods between the date of issuance of the notice and the date of the Assembly. The exact period varies by company type and Assembly type.

Company Type	Assembly Type	Minimum Notice Period
Listed Joint-Stock	OGA / EGA	21 days minimum
Closed Joint-Stock	OGA / EGA	21 days minimum
Simplified Joint-Stock	All Assemblies	Per the articles (15 days recommended)
First Assembly (incorporation)	Constitutional Assembly	30 days minimum
Second Meeting (no quorum)	After non-achievement of quorum	Immediately, after one hour
Third Meeting (EGA)	After non-achievement of quorum at second meeting	Per the law (typically 30 days)

Calculating the Period

• The period is calculated from the date of publication of the notice on the principal platform (Tadawul for listed companies).
• Periods are calculated in calendar days, not business days.
• If the deadline falls on an official holiday, it is extended to the next business day.
• It is preferable to add a margin of safety of 3–7 days beyond the statutory minimum.

📌  Important Note The minimum period is exactly that—a minimum, not a target. Mature companies issue the notice 30–35 days before the Assembly to give shareholders sufficient time to study the documents and make informed decisions. Some leading global companies extend the period to 60 days.

Fourth: Approved Notice Channels

1. Tadawul Platform (Listed Companies)

For listed companies, publication of the notice on the Saudi financial market platform (Tadawul) is mandatory. This is the official channel that triggers the statutory period.

• Publication is made through the company’s authorized account on the platform.
• Notice is published in both Arabic and English.
• Notice remains accessible to all stakeholders.
• Standardized format used by all listed companies.

2. The Company’s Website

• Publication on a designated page (commonly ‘Investor Relations’ or ‘General Assembly’).
• The page must include all supporting documents.
• Maintained until after the Assembly’s conclusion.
• Available in Arabic and English.

3. Daily Newspapers

• Under the new Companies Law, publication in newspapers is no longer mandatory for most companies, but some companies retain it as a complementary channel.
• Local Arabic and English newspapers.
• Useful for older or less digitally connected shareholders.

4. Direct Communication

• Sending the notice to known shareholders by email or registered mail.
• Especially for major institutional shareholders.
• Confirms commitment to active engagement.
• Does not replace publication on official platforms, but supports it.

5. Social Media

• Linking the notice on the company’s official accounts.
• Useful for reaching retail shareholders.
• Supports awareness of the Assembly.

Fifth: The Approved Form of the Notice

The CMA has approved a standardized form for the notice for listed companies that must be followed precisely. The form is divided into clear sections:

Section One: Cover Information

• Issuer name.
• Notice date.
• Reference number.
• Notice type (first, second, third meeting).

Section Two: Assembly Details

• Date and time.
• Place (with full address).
• Means of virtual attendance.

Section Three: Agenda

• Numbered list of items.
• Brief description of each item.
• Reference to supporting documents.

Section Four: Participation Rights

• Eligibility criteria.
• Available mechanisms.
• Registration and proxy procedures.

Section Five: Contact Information

• Investor relations contacts.
• Corporate secretary.
• Inquiry channels.

Section Six: Signature and Approval

• Issuer name (typically the Chairman).
• Official seal.
• Notice date.

Sixth: The Effective Notice in Practice

Beyond compliance with formal requirements, mature companies aim to make the notice an effective communication tool, not merely a legal procedure.

1. Clear Language

• Use Arabic and English understandable to ordinary shareholders.
• Avoid unnecessary legal jargon.
• Add explanatory notes for complex items.

2. Visual Design

• Professional and consistent visual presentation.
• Use the company’s logo and identity.
• Clearly labeled and organized sections.
• Easily readable on screens and in print.

3. Useful Supplementary Information

• FAQs about the Assembly.
• Map for in-person attendance.
• Step-by-step guide to virtual attendance.
• Sample completed proxy.
• Timetable for related events.

4. Easy Communication Channels

• Dedicated phone number for shareholder inquiries.
• Direct email for governance matters.
• Live chat on the website.
• Specialized customer service team.

Seventh: Reminders and Pre-Assembly Communications

The official notice is not the final point of communication. Mature companies use a multi-stage communications strategy:

Timing	Type of Communication	Channel	Objective
Day 21 before	Official Notice	Tadawul + Website	Statutory compliance
Day 18 before	First Press Release	Media + Website	Public awareness
Day 14 before	First Reminder	Email	Reminder + key information
Day 10 before	Direct Engagement	Direct contact with major shareholders	Discussion of items
Day 7 before	Detailed Information	Email + Website	Detailed documents
Day 3 before	Final Reminder	Email + SMS	Final reminder
Day 1 before	Final Logistics	Email	Time, place, links

Eighth: Amending or Cancelling the Notice

Amending the Agenda After the Notice

Once the notice has been issued, amendments to the agenda are restricted:

• Adding items: permitted at shareholders’ request representing 1% of shares within the statutory period.
• Removing items: permitted only with reasoned justification, disclosed to shareholders.
• Amending wording: minor amendments only, must be disclosed.
• Each amendment requires fresh disclosure on Tadawul.

Cancelling the Assembly

In exceptional cases, the Board may decide to cancel the Assembly:

• Discovery of a serious procedural defect.
• Force majeure circumstances (e.g., natural disasters, security incidents).
• Material change in circumstances affecting the agenda.

In all cases, cancellation must be disclosed immediately, with reasons and an indicative date for an alternative Assembly.

Postponing the Assembly

The Board may postpone the Assembly:

• To a specified later date.
• Subject to clear justification.
• With timely disclosure to all shareholders.
• Without prejudice to the validity of the original notice as to the agenda.

⚠️  Caution Frequent cancellation or postponement of Assemblies is a serious governance warning sign. It indicates poor planning or substantial internal challenges. Such moves should be rare and reserved for genuinely exceptional cases.

Ninth: Common Pitfalls in Issuing the Notice

1. Vague or Generic Wording of Agenda Items

Phrases such as “other items” without specification, exposing the notice to challenge.

2. Failure to Meet the Minimum Period

Inadvertent calculation errors, especially around official holidays.

3. Missing Mandatory Elements

Omitting essential elements such as the precise time or venue.

4. Untimely Disclosure

Late publication on Tadawul, or contradictions among different channels.

5. Inconsistency Between Arabic and English Versions

Translation errors leading to ambiguity in the agenda.

6. Failure to Update on Amendments

Failing to disclose changes to the agenda or other details after the notice is issued.

7. Weak Coordination with the Registry Agent

Failure to define the record date precisely, leading to disputes over entitlement to participate.

Tenth: Practical Recommendations

• Begin Drafting Early: Start preparing the notice four weeks before the Assembly date.
• Use the Approved Form: Adhere precisely to the CMA-approved template.
• Multiple Reviews: Legal, governance, and IR review before publication.
• Surplus Period: Issue 3–5 days before the statutory minimum for added safety.
• Coordinate with the Market: Verify Tadawul publication timing during business hours.
• Plain Language: Make the notice clear and direct for ordinary shareholders.
• Comprehensive Documentation: Make all supporting documents available with the notice.
• Continuous Communication: Don’t stop at the notice—use a multi-stage communication strategy.
• Documented Bilingual Versions: Verified Arabic and English versions free of contradiction.
• Active Listening: Open inquiry channels and respond quickly to shareholder questions.

Conclusion

The notice of meeting is the constitutive moment of any General Assembly. Done correctly, it lays a firm foundation for a successful, lawful Assembly. Done with defects, it can topple the entire structure regardless of subsequent care. The corporate secretary and the governance team must therefore treat issuance of the notice with the rigor it deserves—not as a procedural step, but as a strategic act with substantial legal and reputational consequences.

In an environment of rising investor expectations and tightening regulatory standards, the notice has evolved from a mere legal document into a sophisticated communication tool reflecting the maturity of the company’s governance and respect for shareholder rights. Companies committed to international best practices treat the notice as a first opportunity to communicate clearly, transparently, and professionally with their owners.

🎯  Essential Points to Remember (1) The notice is a constitutive element of the Assembly’s validity and a defective notice may render the meeting invalid. (2) The notice must contain mandatory elements: company information, Assembly details, agenda, participation rights, quorum, communications, and approvals. (3) The minimum period is 21 days for listed and closed joint-stock companies. (4) Approved channels include Tadawul, the website, newspapers (optional), and direct communication. (5) The CMA’s standardized form must be followed precisely. (6) An effective notice uses plain language, professional design, and helpful supplementary information. (7) Pre-Assembly communications include reminders at specified intervals. (8) Amendments to the agenda are restricted and require disclosure. (9) Common pitfalls include vague wording, missing the period, and weak coordination.

Frequently Asked Questions

What items must legally appear on an Ordinary General Assembly agenda in Saudi Arabia?

Eight categories of items are legally required in every annual OGA. The Board of Directors' annual report covering operations, financial position, major events, risks, and the dividend recommendation. The external auditor's report providing independent attestation of the financial statements. Approval of the audited financial statements covering the balance sheet, profit or loss statement, cash flow statement, equity changes statement, and notes. The dividend distribution resolution approving or rejecting the Board's recommendation. Discharge of directors from liability for the completed financial year, requiring an absolute majority. Appointment of the external auditor and determination of fees based on the Audit Committee's recommendation. Approval of related-party transactions with each contract voted on separately and the interested party excluded from voting. Director elections using the mandatory cumulative voting mechanism when board terms have expired. Omitting any of these items without justification may expose the Board to legal liability.

What are the principles of effective resolution drafting for a Saudi general assembly?

The minimum notice period for both listed and closed joint-stock companies is 21 calendar days between the date of publication and the assembly date, calculated from the Tadawul publication date for listed companies, in calendar rather than business days, with the deadline extended to the next business day if it falls on an official holiday. Leading practice is to add a safety margin of three to five days beyond this minimum. For the second meeting when quorum fails, the assembly reconvenes one hour after the first meeting's scheduled time. For a third EGA meeting a fresh statutory notice is required. As for publication channels, Tadawul is the primary mandatory channel for listed companies and the trigger of the statutory period, complemented by the company's website where all supporting documents must remain accessible until after the assembly. Publication in daily newspapers is no longer mandatory under the new Companies Law but remains a useful supplementary channel particularly for less digitally connected shareholders. Direct communication by email or registered mail to major institutional shareholders, while not replacing official publication, demonstrates a commitment to active engagement.

What are the most common legal pitfalls in drafting and issuing a general assembly notice?

References and Sources

• Saudi Companies Law (M/132) — provisions on notices of meeting.
• Implementing Regulations of the Companies Law for Listed Joint-Stock Companies — CMA.
• Corporate Governance Regulations — CMA.
• Disclosure and Transparency Rules — Tadawul.
• Approved Notice Form — CMA.
• OECD Principles of Corporate Governance — Shareholder Information.
• Best Practices in AGM Notices — ICGN.
• Guide to Corporate Secretarial Practice — ICSA.