Incorporating a Company in Saudi Arabia: Key Steps

 

An overview of the key steps involved in incorporating a company in Saudi Arabia, this guide aims to simplify the incorporation process for businesses seeking to establish a presence in the Middle East with easy access to the European and African markets. 

Saudi Arabia is rapidly becoming a preferred destination for businesses aiming to expand in the Middle East. Its strategic location, strong economy, and government programs aimed at broadening the business sector make it an appealing environment for entrepreneurs seeking to establish themselves in the region. However, setting up a company in Saudi Arabia demands meticulous planning and adherence to legal protocols.  

For a complete guide to UAE business setup, see UAE Business Setup Guide: Mainland and Freezones. For a complete guide to Saudi business setup, see A Comprehensive Guide to Company Incorporation in Saudi Arabia. If you would want to incorporate a company in the UAE, Saudi Arabia, or any GCC countries, you may apply or book a free consultation.

This article offers a step-by-step guide to the process of incorporating a company in Saudi Arabia. Please find below, the key steps, licenses, and approvals in the incorporation process. 

Investment License from SAGIA 

The first step in setting up a business in Saudi Arabia is obtaining an investment license from SAGIA (Saudi Arabia General Investment Authority). This license grants foreign investors the authority to invest within the country, whether it involves opening a new company, establishing a branch, or acquiring an existing business. SAGIA serves as the primary regulatory body responsible for promoting and regulating foreign investment in the Kingdom. 

The process of obtaining an investment license involves submitting a formal application to SAGIA, detailing the nature of the investment, the proposed business activities, and other relevant information. SAGIA evaluates the application based on various factors, including the potential economic impact, alignment with national development goals, and compliance with regulatory requirements. 

Commercial Registration from the MoCI 

In addition to the investment license from SAGIA, foreign entrepreneurs must also obtain a Commercial Registration from the Ministry of Commerce & Industry (MoCI). This registration is essential for legally conducting business activities within the Kingdom and is a prerequisite for obtaining licenses, permits, and operating legally. 

The Commercial Registration process involves submitting necessary documentation to the MoCI, including details of directors and shareholders, passport copies, trade name declaration, and notarized Memorandum of Association & Articles of Association. These documents provide essential information about the company’s structure, ownership, and operations, ensuring transparency and compliance with regulatory standards. 

Moving forward, it’s time to obtain the Commercial Registration. Ensure you have the Commercial Registration of the parent company, along with a decision from the Board of Directors for opening a branch (applicable to branches of foreign companies). For new companies, the Memorandum of Association is essential. Don’t forget to appoint the general director and provide proof of the owners and general director’s ID. Your next destination? The Ministry of Commerce. 

Documents Required to Set Up a Company 

While the investment license and Commercial Registration are fundamental requirements for establishing a business in Saudi Arabia, additional documentation may be needed by the MoCI before formal operations can commence. These additional requirements are aimed at ensuring legal compliance and transparency in business activities. 

Some of the additional documentation that may be required includes: 

  • IDs and addresses of directors & shareholders: Providing identification details of key personnel involved in the company’s management and ownership structure. 
  • Passport copies of directors & shareholders: Submitting copies of passports for verification purposes, confirming the identities of directors and shareholders. 
  • Trade name declaration: Registering a unique trade name for the business, ensuring exclusivity and legal recognition in the market. 
  • Notarized MoA & AoA: Drafting and notarizing legal documents outlining the company’s objectives, structure, governance, and operational guidelines. For branches of foreign companies, the journey continues with the documentation of the Memorandum of Association. This step requires submitting a decision solely focused on opening the branch in the Kingdom to complete the issuance of the Commercial Register. Head over to the Ministry of Commerce to fulfil this requirement seamlessly. 
  • Bank reference letter: Furnishing a bank reference letter to verify the financial standing and credibility of the company and its stakeholders. 

Reserve a Company Name

The first step in company incorporation is to reserve a unique name for the business. The proposed name must comply with MOCI’s guidelines and should not infringe on existing trademarks or corporate identities.

Draft Articles of Association

Entrepreneurs must prepare the Articles of Association (AOA) outlining the company’s internal regulations, including share capital, management structure, and operational procedures. The AOA must be notarized by a licensed Saudi attorney and submitted to MOCI for approval.

Register with the GAZT

All companies operating in Saudi Arabia are required to register with General Authority of Zakat and Tax (GAZT) for taxation purposes. This involves obtaining a Tax Identification Number (TIN) and fulfilling ongoing tax reporting obligations in accordance with Saudi tax laws.

Obtain Necessary Permits and Approvals

Depending on the nature of the business activities, entrepreneurs may need to obtain additional permits and approvals from relevant government authorities. This may include licenses for specific industries, environmental clearances, and municipal permits.

Navigate Regulatory Compliance 

Compliance with regulatory requirements is essential for foreign businesses operating in Saudi Arabia. This includes adherence to local laws, regulations, and licensing procedures, as well as fulfilling tax obligations and maintaining proper financial records. Failure to comply with regulatory standards can result in penalties, fines, or legal consequences, potentially jeopardizing the business’s operations and reputation. 

Engaging legal and financial advisors with expertise in Saudi Arabian business laws and regulations can facilitate the compliance process and ensure that all requirements are met effectively. Additionally, staying updated on changes in regulations and government policies is crucial for maintaining regulatory compliance and mitigating risks associated with non-compliance. 

Register with MERAS 

In addition to the steps outlined earlier, companies in Saudi Arabia are required to register with MERAS (Ministry of Human Resources and Social Development). MERAS oversees the Kingdom’s labour market and regulates employment-related matters, including work permits, labour contracts, and employee welfare. Registering with MERAS ensures compliance with labour laws and facilitates the hiring of local and expatriate workforce. Companies must adhere to MERAS regulations regarding employee recruitment, wages, working conditions, and safety standards.  

Obtain General Director’s Visa 

Finally, securing the General Director’s Visa is crucial. Provide a letter appointing the general director and ensure proof of their ID is readily available. Utilize the MISA’s website E-Services portal or MERAS to streamline the application process. 

Navigating the incorporation process in Saudi Arabia demands attention to detail and adherence to each stage’s requirements. By following these steps diligently and leveraging online platforms, you can efficiently establish your company or foreign branch in KSA. 

Open Bank Accounts  

Once the Company is incorporated and the necessary licenses and registrations are obtained, the next steps is to open a bank account in Saudi Arabia. Having a local bank account is essential for conducting business transactions, paying salaries, receiving payments from customers, and managing financial operations. Entrepreneurs can choose from a wide range of local and international banks operating in the kingdom, each offering various banking products and services tailored to the needs of the businesses. To open a bank account, companies must provide relevant documents, including the CR Certificate, AOA, valid identification of authorised signatories, and proof of address.  

Attend to Detail, Adhere to Regulatory Requirements 

In conclusion, establishing a company in Saudi Arabia involves a meticulous process that demands attention to detail and adherence to regulatory requirements. From obtaining the investment license from SAGIA to securing the Commercial Registration from the Ministry of Commerce & Industry, each step plays a crucial role in ensuring the legal and operational foundations of the business. Additional documentation, such as passport copies, trade name declaration, and notarised Memorandum of Association & Articles of Association, further solidify the company’s legitimacy and transparency.  

Navigating regulatory compliance is paramount, as non-compliance can lead to penalties and legal consequences. Engaging legal and financial advisors with expertise in KSA business laws can facilitate this process and ensure that all requirements are met effectively. Moreover, staying updated on changes in regulations and government policies is essential for maintaining compliance and mitigating risks. 

Registering with MERAS is imperative for companies to comply with labour laws and regulations, facilitating the hiring of local and expatriate workers. Documentation of Memorandum of Association, issuance of Commercial Registration, and securing the General Director’s Visa are crucial steps, each requiring meticulous attention and proper documentation. Finally, opening a bank account in Saudi Arabia is essential for conducting business transactions and managing financial operations.  

By diligently following these steps and leveraging online platforms for streamlined processes, entrepreneurs can efficiently establish their companies or foreign branches in the Kingdom of Saudi Arabia, setting a solid foundation for growth and success in the vibrant Saudi market. 

About ATB Legal

ATB Legal is a full-service legal consultancy in the UAE providing services in dispute resolution (DIFC Courts, ADGM Courts, mainland litigation management and Arbitrations), corporate and commercial matters, IP, business set up and UAE taxation. We also have a personal law department providing advice on marriage, divorce and wills & estate planning for expats. Please feel free to reach out to us at office@atblegal.com for a non-obligatory initial consultation.

Leave a Reply

Your email address will not be published. Required fields are marked *

14 − 4 =