On 10 March, the partners' assembly passes a resolution to amend the articles of association and increase the capital. You own 20%. You never received the notice, and you learned about the resolution from the accountant's message two weeks later. You have time, but not much: a lawsuit to annul the resolution is not heard after 90 days from the date the resolution was passed, not from the day you learned of it. Your clock started on 10 March.
The short answer: a partner or shareholder can ask the court to annul a general assembly resolution that breaches the Companies Law or the company's articles. He must have objected as the law requires, he must remain a partner throughout the case, and he must file within 90 days of the resolution.
When can a general assembly resolution be annulled?
The Companies Law gives every partner in a limited liability company (LLC) (Article 170) and every shareholder in a joint stock company (JSC) (Article 99) the right to ask for annulment of an assembly resolution that breaches the law, the articles of association or the bylaws. The test is whether the resolution breaches a specific rule. Its commercial wisdom is not the question. Choosing a manager other than you, or distributing less profit than you expected, does not make a resolution void for that reason alone.
Breaches that often happen in practice:
- The notice was not sent to all partners, or was sent less than 21 days in advance, without the holders of all shares attending (Article 165, and Article 91 for a JSC).
- An ordinary LLC resolution was passed without the approval of partners holding more than half of the capital (Article 166).
- The articles were amended or the capital was increased with less than three quarters of the capital (Article 172).
- The pre-emption right in a capital increase was suspended without the unanimous approval of the partners (Article 172).
- A manager who is a partner voted on his own removal (Article 164), or a proxy who is not a partner was counted although the articles do not allow it (Article 171).
- In a JSC: the meeting was held without a quorum, the resolution was passed with less than the required majority (Articles 92 and 93), or a board member voted on a contract in which he had an interest (Article 95).
- An item not on the agenda was discussed, without facts arising during the meeting that required it (Article 169).
When you write your request, do not just say the resolution harmed you. Identify the resolution, its date and the provision it breached, and attach evidence of the breach. If you object to more than one resolution, each one has its own grounds, date and deadline.
Who can ask the court to annul the resolution?
Not every partner. The condition depends on the type of company:
- In an LLC: the partner who objected to the resolution in writing, or who could not object to it after learning of it (Article 170).
- In a JSC: the shareholder who objected to the resolution during the meeting, or was absent with an acceptable excuse (Article 99).
If you attended and approved or stayed silent, it will be difficult to challenge later. The law sets no minimum ownership: a small holder has the same right once he meets the objection condition. If you were never invited, you are among those who could not object, but you must prove it.
If you attended an LLC meeting and only objected verbally, ask for your objection to be written in the minutes, or send it in writing the same day, because the text speaks of a written objection. If you did not receive the notice, keep the evidence: your address registered with the company, the method of notice in the articles, and the date you first learned of the resolution. If the minutes do not mention your objection, collect supporting messages and witnesses rather than only saying the minutes are wrong.
In both types of company, the law requires the claimant to be a partner or shareholder when the case is filed and throughout the proceedings. If you are negotiating to sell your share, completing the sale before the case ends removes your standing in it. Decide your priorities before you sign.
How is the 90-day deadline counted?
Articles 170 and 99 are clear: an annulment claim is not heard after 90 days from the date the resolution was passed. The text does not make your knowledge, friendly negotiations or a request for a copy of the minutes start or pause the period, and an objection letter alone does not replace filing the case. So count from the date of the resolution written in the minutes.
Note a step before the lawsuit: most claims at the Commercial Courts require written notice to the defendant of the claim at least 15 days before filing (Article 19 of the Commercial Courts Law and Article 69 of its Implementing Regulations). Do not leave the notice until day 80 and then discover there is no time left. All of this applies to a claim before the Commercial Court. If the joint stock company is listed on the stock exchange, Companies Law claims relating to it go to the Committee for Resolution of Securities Disputes, which follows the Capital Market Law procedures (Companies Law Article 266(2)). These include, as a rule, filing a complaint with the Capital Market Authority before the claim (Capital Market Law Article 30), so do not leave that step to the end of the period.
The resolution was passed on 10 March.
The last day for the claim to be heard is the ninetieth day from that date, in early June.
Send your written objection as soon as you learn of it, then the notice to the company, and file the claim through Najiz (the Ministry of Justice e-portal) well before the period ends.
What documents should I prepare?
| Document | What it proves |
|---|---|
| The articles of association or bylaws and their amendments | The rules in force when the resolution was passed |
| The notice, the agenda and proof of how it was sent | Whether the notice was valid and what subjects were presented |
| The meeting minutes and voting details | The text of the resolution and how the majority was calculated |
| Your written objection, or proof of your excuse for absence or that you did not know | That you met the objection condition |
| Proof that you own the shares | Your standing in the claim |
What happens if the court annuls the resolution?
In an LLC, if the court annuls the resolution, it is treated as if it never existed for all partners, not only for the claimant (Article 170). In both types of company, the text starts with an important limit: "without prejudice to the rights of third parties acting in good faith". A bank or supplier that dealt with the company on the basis of the resolution, without knowing of its defect, is not harmed by the annulment. So you need to separate the effect inside the company from transactions already carried out with outsiders.
Do not confuse an annulment claim with other claims. If the resolution caused you financial harm because of the manager's fault, a liability claim against him is based on Articles 28 and 29, with its time limit in Article 30. It is separate from the 90-day period.
Filing an annulment claim does not automatically stop the resolution from being carried out. For example, a JSC assembly resolution takes effect from the date it is passed unless stated otherwise (Article 94). If it will be carried out soon and the harm would be hard to reverse, ask about an urgent request under Article 36 of the Commercial Courts Law. A complaint or objection letter does not replace a court procedure.
This is general information based on the official Arabic texts of Saudi laws, which prevail over any translation. It is not legal advice for your specific case.
Practical solutions for both sides
If you are the partner or shareholder objecting to the resolution:
- Write your objection and send it to the manager or the board in a way that proves the date. If you attend, it is best to have it written in the minutes.
- Calculate the ninetieth day from the date of the resolution and put it in your calendar before any negotiation.
- Collect the notice and how it was sent, the minutes, the articles and proof of your ownership, and identify the breach by article number.
- If the resolution will be carried out soon and the harm is serious, ask for urgent protection along with filing the claim.
- Do not complete the sale of your share before the case ends if you want to continue with it.
If you are the manager or represent the company or the majority:
- Review the meeting procedure as soon as the objection arrives: the notice, the period, the quorum, the proxies and the majority.
- If there was a defect, call a new meeting with correct procedures instead of defending a defective resolution, and consider a written settlement with the objecting partner.
- Keep proof that the notice was sent to every partner and when it arrived, and document the company's dealings with third parties based on the resolution.
- If the claim is filed after 90 days, raise the objection that it cannot be heard in your first reply.
- Check that the claimant met the objection condition for your type of company, and that he is still a partner or shareholder.
The 90-day deadline waits for no one. If a resolution was passed and you doubt it is valid, send us the minutes, the notice and the date of the resolution on WhatsApp, and we will identify with you the grounds for the challenge and the exact deadlines.
Need advice on your own case?
Every case turns on its own facts and documents. Send us a short summary and we'll arrange a session with a licensed Saudi lawyer who will tell you clearly where you stand.
Frequently asked questions
Does the challenge period start from the day I learned of the resolution?
No. Articles 170 and 99 count the 90 days from the date the resolution was passed, not from the date you learned of it.
I attended the meeting and did not object. Can I challenge later?
Usually not. In an LLC, the right is limited to a partner who objected in writing or could not object after learning of the resolution. In a JSC, it is limited to a shareholder who objected during the meeting or was absent with an acceptable excuse.
Do I need to own a large percentage to ask for annulment?
No. The right belongs to every partner or shareholder who meets the objection condition, with no minimum ownership.
Do the other partners benefit from the annulment judgment I obtained?
Yes, in an LLC. The resolution is treated as if it never existed for all partners, while the rights of good-faith third parties are protected (Article 170).
I sold my share during the case. Does it continue?
No. The claimant must remain a partner or shareholder when the case is filed and throughout all its proceedings (Articles 170(3) and 99(2)).
Is a complaint or objection letter enough instead of filing a claim?
No. The period stops only when the annulment claim is filed with the competent court before the 90 days end.
General information, not legal advice. The official Arabic texts of Saudi laws prevail over any translation. Disclaimer