• In this Law, the following terms shall have the meanings assigned thereto, unless the context requires otherwise:

  • Law: Law of Professional Companies.

  • Regulations: Implementing Regulations of the Law.

  • Ministry: Ministry of Commerce.

  • Minister: Minister of Commerce.

A professional company is a civil company with an independent legal personality incorporated by one person (or more) duly licensed to practice a single profession (or more), or by such licensees with others, for the purpose of practicing such professions.

• A professional company shall take any of the following corporate forms:

  • a) Unlimited liability company.

  • b) Joint-stock company.

  • c) Limited partnership.

  • d) Limited liability company.

1. Where this Law is silent, a professional company shall be subject to the provisions of the Companies Law to the extent that they do not conflict with the nature of said company.

2. A partner or shareholder in a professional company, regardless of its form, shall not acquire the capacity of a merchant as a result of his partnership or shareholding.

• 1. Persons licensed to practice a single profession may together establish a professional company in any of the forms specified in Article 3 of this Law.

• 2. A person licensed to practice a single profession may establish a one-person limited liability professional company to practice such profession. If such person is licensed to practice more than one profession, he may practice all or some of them through the company upon meeting all the terms and conditions prescribed by the Regulations.

• 3. A professional company may be incorporated by persons licensed to practice more than one profession. A professional company may also be incorporated between a non-Saudi professional company and persons licensed to practice a single profession or more. The Regulations shall set the requirements for the incorporation of these companies and for their activities.

• 4. A legal person or a natural person not licensed to practice any of the profession(s) of the professional company may become a partner or shareholder in such company, except in an unlimited liability company or a limited partnership with the capacity of a general partner. The Regulations shall set the relevant requirements and shall prescribe the general rules for managing such professional company in a manner that preserves the independence of professional partners and shareholders in the practice of their professions.

Partners or shareholders in a professional company may convert such company into any of the company forms referred to in Article 3 of this Law upon fulfillment of the requirements stipulated in this Law or its Regulations.

A partner or shareholder in a professional company who practices the profession may not be a partner or a shareholder in another professional company that practices the same profession.

1. The Ministry shall be responsible for registering the incorporation of professional companies in accordance with the procedures and requirements stipulated in this Law or its Regulations, without prejudice to the provisions of the Foreign Investment Law.

2. A professional company shall be entered into the Professional Companies Register at the Ministry. It may not acquire a legal personality or pursue its activities prior to its entry into the Register. The Regulations shall specify the registration provisions and procedures as well as the fees therefor.

1. The Regulations shall indicate the manner of publishing the articles of incorporation and the articles of association of a professional company, and any amendment thereto, as well as any pledge or ownership change in its shares or stocks.

2. The articles of incorporation and the articles of association of a professional company published in accordance with the provisions of this Law may not be invoked against a third party, except after entering the company into the Professional Companies Register. However, if one or more statements of said articles are not published, only the unpublished statements may not be invoked against a third party.

3. Partners or shareholders in a professional company may not dissolve it prior to the end of its term, except after such dissolution is announced and all partners dealing therewith are notified in writing, as specified in the Regulations.