Company registration in Saudi Arabia

Saudi Arabia asks a company to pass two registers in sequence, and they belong to different authorities. The investor is entered first, the company second, and a gap between the two answers is where most timetables break.

Everything else we handle in the Kingdom is on the Saudi Arabia page, and the other jurisdictions for this service are covered on the service page.

The kingdom's special economic zones run registration and incentives under their own rules; we look at that regime separately.

What the investor register asks for

• The entity's name, the place of its incorporation, and its place of residence where the two differ.
• The scope of its business and the economic activities it will actually carry on.
• The registered capital, and the share of it going into the investment being registered.
• The owners or shareholders, whoever controls the foreign investor, and the ultimate beneficiary behind them.
• A signed undertaking that everything supplied is true, which is itself a condition of the application being accepted.

The periods the regulation prints

What the Companies Law asks of the entity

• A company with limited liability may be set up by one person or by several, natural or legal.
• The partners fix the capital in the articles; it divides into interests of equal value that cannot be split or traded.
• The articles carry an acknowledgment that the contributions are paid in full.
• Any contribution in kind comes with a fair value stated by an accredited valuer.
• The simplified joint-stock company is expressly released from the capital minimum a joint-stock company carries.
• Legal personality arrives with the register entry, and whoever transacts for the company before it answers personally.

Two refusals, two different answers

On the investment side

A refused application for an excluded activity may be put again, carrying the reference number of the first one and whatever new information or documents justify a second look.

On the incorporation side

A rejection has to be reasoned. The incorporators may appeal to the Ministry within sixty days, and where the appeal fails or nothing is decided within thirty days of filing, the courts are open.

Hiring, on the share the law fixes

• Saudi workers are to be no less than 75% of the workforce, whatever the size of the firm.
• The Minister may reduce that share temporarily where qualified nationals are not available.
• Every firm is separately obliged to attract Saudis, keep them and train them for the jobs they are given.

Sources: the register, the periods and the excluded list — articles 11–19 of the executive regulation of the Investment Law; the company, its capital and the appeal — articles 6–9, 139, 156–158 and 174 of the Companies Law; the share of Saudi workers — article 26 of the Labour Law.