Selling a share in a companyThe steps by company type.

The steps in a limited liability company

1. Read the articles. They must contain the share-assignment rules (Article 158), and may set periods, restrictions or a valuation method.
2. Agree with the buyer on the price and terms. If the buyer is already a partner, the others have no redemption right.
3. Notify the partners through the manager of the buyer's name, price and terms, if the buyer is from outside.
4. Wait 30 days, or the longer period in the articles. Any partner may redeem the share at the price, or the company may buy it; if the value is disputed an accredited valuer sets it.
5. Complete the sale to your buyer if no one redeems.
6. Record the transfer in the commercial register and amend the articles through the “amend articles of association” service on the Saudi Business Center. Before recording, the sale doesn't count for the company or others (Article 25).

The fee is 1500 to amend the articles, 100 to amend the register, plus 15% VAT, processed immediately. The manager or someone authorised online applies; the registration must be active and not suspended, and the new partner or manager must not be barred. If the company's activity needs a central bank licence, its approval is required.

How company types differ

General partnership

• No assignment except under the contract's restrictions or with the other partners' consent, and it must be recorded and published in the commercial register (Article 44).
• The new partner is jointly liable for the company's past and future debts, and may be released from past ones by unanimous partner consent (Article 45).
• The selling partner stays liable for debts from before their exit is recorded, unless released by the partners and creditors (Article 45).

Limited partnership

A limited partner may assign to any partner, and to an outsider with the consent of all general partners and a majority of the limited partners' capital; the same applies to a general partner, unless the contract says otherwise (Article 56).

If one person ends up with every share

An LLC continues and gets a basic statute (Article 157). A general partnership left with one partner has 90 days to admit a partner or convert to another form, or it ends by law (Article 50).

What a buyer checks before buying the share

• The articles: partners' rights, and any drag-along or tag-along clause (Article 181).
• Is the share pledged? The law allows shares to be pledged (Article 180).
• The financial statements and debts, especially in a general partnership, where you'd answer for past debts.
• That the redemption period ended with no partner request, or that they waived it in writing.
• That the transfer is recorded before the full amount is paid, or that the amount is held by a neutral party until it is.

After the sale

When partners' details change at the Ministry of Commerce, ZATCA updates them automatically; if you need to amend them yourself, use ZATCA's “amend registration details” service.

Selling your share on Mumtalakat

1. List the share; verified buyers see it and review the documents after the NDA.
2. Negotiate and sign the contract online.
3. The amount is held at Dhamen and released only after ownership transfers.

If you're selling to leave the company altogether, read Exiting a limited liability company.

Common questions