The intermediary in explaining Saudi commercial law according to modern commercial systems by Dr. Ali Al-Shamrani

The intermediary in explaining the Saudi Commercial Law according to modern commercial systems / Comparative study Author: Ali Saeed Al-Shamrani Classification: Tajarri Year of issuance: 2026 About the book: This book (The intermediary in explaining #Saudi #Commercial #Law); to cover topics related to commercial businesses and companies, their evaluation, and analysis in accordance with the new regulatory updates and judicial efforts in the Kingdom of Saudi Arabia. It also aims to provide students of law colleges, Shariah and systems colleges, business administration colleges with various specializations, and those interested in commercial and economic affairs with the general principles of commercial law. What distinguishes this book: Simplification of scientific material by linking the theoretical aspect with practical examples and judicial applications, and translating terms related to commercial law into English. Its topics are classified and organized logically; to facilitate the reference and search for what the learner seeks easily and smoothly. Therefore, this book can be considered a reference for researchers and students of knowledge; as it addresses the main topics of commercial law in an introductory chapter and three sections. The introductory chapter discusses the concept of commercial law, its relation to Islamic Shariah, its scope, its historical development, and its sources. The first section covers the theory of commercial acts, the second discusses the merchant and his obligations, and the third deals with commercial companies. We ask Allah to make this work purely for His face, beneficial for students of knowledge and those interested in its subject, and to make it among the beneficial knowledge whose reward is ongoing for its author. Indeed, He is Hearing, Near, and Responding. And our last prayer is praise be to Allah, Lord of the worlds. Table of contents: Table of topics Introduction 5 Preliminary chapter 7 First discussion: Definition of commercial law, and reasons for its existence 9 First requirement: Definition of commercial law (Definition of Commercial Law (CL)) 9 Second requirement: Reasons for the existence of commercial law (Reasons of existence of CL) 11 Second discussion: The relation of Saudi commercial law with Islamic Shariah 14 Third discussion: Scope of commercial law (Scope of CL) 17 First requirement: Subjective theory 17 Second requirement: Objective theory 18 Third requirement: The stance of Saudi commercial law on the subjective and objective theories 20 Fourth discussion: The historical development of commercial law (The historical development of CL) 22 First requirement: Ancient times 22 Second requirement: Middle Ages 29 Third requirement: Modern times 31 Fourth requirement: The emergence and development of Saudi commercial law 33 Fifth discussion: Sources of commercial law (Sources of CL) 35 First requirement: Official sources 35 Branch one: Legislation or commercial codification (Commercial legislation) 35 Branch two: Islamic law / Shariah 36 Branch three: Commercial custom 38 Branch four: Commercial usages 42 Second requirement: Interpretative sources 43 Branch one: Judiciary (Judgment) 43 Branch two: Jurisprudence (Fiqh) 44 Part One: Theory of Commercial Acts (COMMERCIAL ACTS THEORY) 47 Chapter One: The importance of distinguishing between commercial work and civil work and their controls 49 First discussion: The importance of distinguishing between commercial work and civil work 51 First requirement: Jurisdiction 51 Second requirement: Rules of evidence 52 Third requirement: Solidarity 54 Fourth requirement: Judicial timeout for debtor 55 Fifth requirement: Debtor’s excuse 56 Sixth requirement: Bankruptcy 57 Second discussion: Criteria for distinguishing between commercial and civil work 59 First criterion: Speculation theory 59 Second criterion: Circulation theory 61 Third criterion: Enterprise or project theory 62 Fourth criterion: Profession theory 64 Chapter Two: Original commercial acts 67 First discussion: Single commercial acts 69 First requirement: Purchase for resale or leasing 69 Second requirement: Commercial papers 79 Third requirement: Operations of exchange 83 Fourth requirement: Operations of banks 84 Fifth requirement: Brokerage 86 Sixth requirement: Maritime commercial acts 87 Second discussion: Commercial acts by enterprise 89 First requirement: Industry contracting 90 Second requirement: Supply contracting 92 Third requirement: Commission agent contracting 93 Fourth requirement: Transportation contracting 95 Fifth requirement: Commercial offices and shops contracting 96 Sixth requirement: Sale by public auction 97 Seventh requirement: Construction of buildings 98 Chapter Three: Commercial acts by accessory 101 First discussion: The basis of the theory of commercial acts by accessory 103 First requirement: The logical basis of the theory of commercial acts by accessory 103 Second requirement: The legal basis of the theory of commercial acts by accessory 104 Second discussion: Scope of application of the theory of commercial acts by accessory 106 First requirement: Contractual obligations 106 Branch one: Contracts related to real estate 106 Branch two: Guarantee contract 107 Branch three: Purchase and sale of commercial premises 108 Branch four: Employment contract 108 Second requirement: Non-contractual obligations 109 Chapter Four: Mixed acts 111 First discussion: Jurisdiction 113 Second discussion: Applicable law 115 Part Two: The merchant and his obligations 117 Introduction 119 Chapter One: Conditions for acquiring merchant status 121 First discussion: Professionalism 123 First requirement: Habituation 124 Second requirement: Livelihood 125 Third requirement: Legitimacy of business 126 Second discussion: Commercial capacity 129 First requirement: Full capacity 129 Second requirement: Limited capacity 130 Third requirement: Lack of capacity 132 Fourth requirement: Foreigners’ capacity in Saudi Arabia 133 Second discussion: Conducting commercial work in the merchant’s name and on his own account 134 First requirement: Directors of commercial companies 134 Second requirement: Merchant’s employees and workers 135 Chapter Two: Merchant’s obligations 139 First discussion: Obligation to practice commercial work with integrity and honor 141 Second discussion: Obligation to keep commercial books 143 First requirement: Importance of commercial books 143 Second requirement: Regulation of commercial books 144 Branch one: Those committed to keeping commercial books 145 Branch two: Types of commercial books 146 Branch three: Regularity of commercial books 150 Branch four: Use of computers in recording data in commercial books 152 Branch five: Duration of keeping commercial books 154 Branch six: Role of commercial books in evidence 156 Branch seven: Penalties for violating rules on keeping commercial books 163 Second discussion: Obligation to register in the commercial register 165 First requirement: Importance of the commercial register 165 Second requirement: Those committed to register in the commercial register 169 Branch one: Individual merchants 169 Branch two: Companies 171 Third requirement: Registration procedures in the commercial register 171 Branch one: Data to be registered in the commercial register 172 Branch two: Modifying registration data 172 Fourth requirement: Cases of deleting registration in the commercial register 173 Fifth requirement: Suspending registration in the commercial register 173 Sixth requirement: Effects of registration in the commercial register 174 Seventh requirement: Penalties for violating the provisions of the commercial register system 175 Second discussion: Subscription in the Chamber of Commerce 176 First requirement: Legal nature of the Chamber of Commerce 176 Second requirement: Those committed to subscription in the Chamber of Commerce 178 Third requirement: Terms of reference of the Chambers of Commerce 179 Fourth requirement: Management of the Chambers of Commerce 181 Branch one: General Assembly 181 Branch two: Board of Directors 182 Branch three: General Secretariat 183 Part Three: Commercial Companies 187 Introduction 189 Chapter One: General provisions of companies 191 First discussion: General theory of the company 193 First requirement: Legal nature of the company 193 Branch one: Contractual theory 193 Branch two: Legal system theory 195 Branch three: Mixed theory 196 Second requirement: Criteria for distinguishing between commercial and civil companies 197 Branch one: Objective criterion 197 Branch two: Formalist criterion 198 Third requirement: Types of commercial companies 199 Branch one: Partnerships 199 Branch two: Capital companies 200 Branch three: Mixed companies 201 Second discussion: Company contract 202 First requirement: General objective elements 202 Branch one: Consent 203 Branch two: Capacity 204 Branch three: Object of the contract 206 Branch four: The reason 206 Second requirement: Private objective elements 207 Branch one: Multiple partners 207 Branch two: Contributing shares 209 Branch three: Dividing profits and losses 213 Branch four: Intention to participate 217 Third requirement: Formal pillars of the company 218 Branch one: Writing the company contract 218 Branch two: Publishing the company contract 220 Fourth requirement: Nullity of the company and its effects 221 Branch one: Types of nullity 221 Branch two: Actual company theory 226 Third discussion: The legal personality of the company (LPC) 230 First requirement: Beginning and end of the legal personality of the company 230 Branch one: Beginning of LPC 231 Branch two: End of LPC 231 Second requirement: Effects of acquiring the company’s legal personality 232 Branch one: Company name 233 Branch two: Company domicile 234 Branch three: Company nationality 236 Branch four: Financial liability of the company 237 Branch five: Company’s eligibility 239 Branch six: Representing the company 241 Fourth discussion: Termination and liquidation of the company 243 First requirement: General reasons for termination 243 Second requirement: Liquidation and division of assets 247 Branch one: Liquidation of the company 247 Branch two: Division of company’s funds 254 Branch three: Hearing of liability lawsuit 255 Chapter Two: Partnerships 259 First discussion: General Partnership (GP) 261 First requirement: Characteristics of GP 261 Branch one: Personal and joint responsibility of partners for company debts 262 Branch two: Partner’s capacity as merchant 265 Branch three: Inclusion of partner’s name in the company address 266 Branch four: Non-negotiability of partner’s share 268 Second requirement: Formation of GP 270 Branch one: Publication procedures for GP 270 Branch two: Penalties for non-publication 272 Third requirement: Management of GP 272 Branch one: Appointment of manager 273 Branch two: Dismissal of manager 274 Branch three: Powers of the manager(s) 276 Branch four: Responsibilities arising from managerial acts 278 Fourth requirement: Distribution of profits and losses 282 Branch one: Distribution of profits 282 Branch two: Distribution of losses 284 Fifth requirement: Termination of GP 285 Second discussion: Limited Partnership (LP) 286 First requirement: Characteristics of LP 287 Branch one: Presence of two teams of partners 287 Branch two: Merchant status 288 Branch three: Limited liability of the silent partner 289 Branch four: Transfer of partner’s interest 290 Second requirement: Management of LP 291 Branch one: Prohibition on silent partners intervening in management 291 Branch two: Scope of prohibition 292 Branch three: Wisdom of prohibition 293 Branch four: Penalty for violating prohibition 295 Third requirement: Termination of LP 296 Chapter Three: Capital Companies 299 First discussion: Joint-Stock Corporation (JSC) 301 First requirement: Characteristics of JSC 301 Branch one: Financial consideration and legal theory 302 Branch two: Minimum number of partners 303 Branch three: Company’s capital 304 Branch four: Partner’s responsibility 305 Branch five: Company name 306 Second requirement: Establishment of JSC 307 Branch one: Drafting initial agreement and foundational system 307 Branch two: Subscription to capital 309 Branch three: Registration in the commercial register 311 Branch four: Valuation of in-kind contributions 312 Third requirement: Management of JSC 313 Branch one: Board of Directors 314 Branch two: General Assembly of Shareholders (GAS) 327 Fourth requirement: Monitoring of JSC 339 Branch one: Internal monitoring 339 Branch two: External monitoring 344 Branch three: Company inspection 344 Fifth requirement: Securities issued by JSC 345 Branch one: Shares 345 Branch two: Debt instruments 359 Branch three: Sukuk 362 Sixth requirement: Finance of JSC 366 Branch one: Financial statements 367 Branch two: Distribution of dividends 367 Branch three: Amending the capital of JSC 370 Seventh requirement: Termination of JSC 373 Second discussion: Simplified joint stock company (SJS) 375 First requirement: Characteristics of SJSC 375 Branch one: Mixed nature 376 Branch two: Minimum number of partners 377 Branch three: Company’s capital 378 Branch four: Partner’s responsibility 379 Branch five: Company’s name 380 Second requirement: Establishment of SJSC 380 Branch one: Drafting initial agreement and foundational system 381 Branch two: Subscription to capital 383 Branch three: Registration in the commercial register 383 Branch four: Valuation of in-kind contributions 384 Third requirement: Management of SJSC 385 Fourth requirement: Shareholders of SJSC 387 Branch one: Shareholder meetings 387 Branch two: Calling shareholder meetings 388 Branch three: Shareholder meeting minutes 388 Branch four: Issuing decisions by circulation 389 Chapter Four: Mixed companies 391 First discussion: Limited Liability Company (LLC) 393 First requirement: Characteristics of LLC 394 Branch one: Limited liability 394 Branch two: Minimum number of partners 395 Branch three: Capital and shares 396 Branch four: Issuance of debt instruments and sukuk 397 Branch five: Company’s name 397 Second requirement: Incorporation of LLC 398 Branch one: Incorporation contract 398 Branch two: Registration in the commercial register 399 Branch three: Penalties for violation of incorporation rules 400 Third requirement: Management of LLC 401 Branch one: Appointment and removal of manager 401 Branch two: General assembly of partners 404 Fourth requirement: Monitoring of LLC 405 Branch one: Internal monitoring 405 Branch two: External monitoring 406 Fifth requirement: Finance of LLC 407 Branch one: Financial statements 407 Branch two: Distribution of dividends 407 Branch three: Amending the capital 408