Sources reviewed
What defect supports a challenge?
A partner may seek annulment of an assembly resolution contrary to the law or articles of association. Check the actual motion, notice, voting interests and threshold for that subject. For example, an amendment to the articles ordinarily requires at least three quarters of capital, or a higher contractual threshold. Certain amendments require unanimity. [1]
When does the 90-day period start?
The period runs from issuance of the resolution. After 90 days the annulment action will not be heard. The claimant must have objected in writing or been unable to object after learning of the decision, and must remain a partner at filing and throughout the proceedings. Record issuance separately from receipt of the minutes and retain the objection or evidence explaining the inability to object. [1] The commercial court has subject-matter jurisdiction over claims arising under the Companies Law. For a challenge to an assembly resolution, also check who and what the dispute-resolution clause in the articles covers. [3] Article 173 permits the articles of association to provide for arbitration or other dispute resolution for the disputes it specifies. [1]
How do you test the majority’s response?
If management says everyone present approved, reconcile attendees and proxies to the ownership register and use the correct voting denominator. Preserve the original minutes. Identify the precise resolution and its effects. Annulment treats it as never made for all partners, subject to the rights of good-faith third parties. [1]
Applicability on 2026-10-30
This guide addresses a Saudi LLC and events in 2026. The current Companies Law replaced its predecessor after a 180-day commencement period following publication in 2022. [2]
Sources
- نظام الشركات | Companies Law 165(5), 170(1)–(3), 172(1), (3), 173
- نظام الشركات | Companies Law 280–281
- نظام المحاكم التجارية | Commercial Courts Law 16(4)
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