Saudi Arabia — governance guide
A practitioner reference for Saudi Arabia, generated from the GovernOS rules engine. Always current with the jurisdiction packs.
At a glance
Regulators & portals
Ministry of Commerce (MoC)
Company registry · API filing
Ministry of Investment (MISA)
Free-zone authority
Capital Market Authority (CMA)
Securities regulator
Saudi Exchange (Tadawul) (Tadawul)
Stock exchange
Entity types
Limited Liability Company (LLC)
min 1 director(s)
Closed Joint Stock Company (JSC)
min 3 director(s) · can be public
Listed Joint Stock Company
min 3 director(s) · secretary required · can be public
How to — common actions & what each requires
Add director
shareholders (50%)
General Assembly Resolution — Appointment of Director / Manager; Consent to Act
MoC-CR-Amendment (due T+30d)
Companies Law (Royal Decree M/132, 1443H), arts. on management & the board
Issue shares
shareholders special (75%)
Extraordinary General Assembly Resolution — Capital Increase
MoC-Capital-Amendment (due T+30d)
Companies Law (Royal Decree M/132, 1443H), capital provisions
File annual return
shareholders (50%)
Ordinary General Assembly — Approval of Accounts
MoC-CR-Renewal (due T+0d)
Companies Law (Royal Decree M/132, 1443H); Commercial Register Law
File beneficial ownership
—
Beneficial Owner Declaration
MoC-UBO (due T+30d)
MoC Beneficial Ownership requirements
Remove director
shareholders (50%)
General Assembly Resolution — Removal of Director / Manager
MoC-CR-Amendment (due T+30d)
Companies Law (Royal Decree M/132, 1443H), arts. on management & the board
Appoint officer
board (50%)
Board Resolution — Appointment of Officer; Consent to Act as Officer
MoC-CR-Amendment (due T+30d)
Companies Law (Royal Decree M/132, 1443H), arts. on management & officers
Transfer shares
board (50%)
Share / Partnership Interest Transfer Instrument; Share Certificate (transferee)
MoC-CR-Amendment (due T+30d)
Companies Law (Royal Decree M/132, 1443H), arts. on transfer of shares / interests
Create ESOP
shareholders (50%), board (50%)
Employee Share Scheme Plan; General Assembly Resolution — Adoption of Employee Share Scheme
none
Companies Law (Royal Decree M/132, 1443H), arts. on employee shares
Grant options
board (50%)
Option Grant Agreement
none
Companies Law (Royal Decree M/132, 1443H), arts. on employee shares
Approve financing
board (50%), shareholders special (75%)
Board Resolution — Approval of Financing Round; Extraordinary General Assembly Resolution — Capital Increase & New Class
MoC-Capital-Amendment (due T+30d)
Companies Law (Royal Decree M/132, 1443H), capital provisions
Approve dividend
shareholders (50%), board (50%)
Ordinary General Assembly Resolution — Declaration of Dividend
none
Companies Law (Royal Decree M/132, 1443H), arts. on distribution of profits
Create subsidiary
board (50%)
Board Resolution — Incorporation of Subsidiary
MoC-CR-Incorporation (due T+0d)
Companies Law (Royal Decree M/132, 1443H), arts. on incorporation
Amend constitution
shareholders special (75%)
Extraordinary General Assembly Resolution — Amendment of Bylaws
MoC-CR-Amendment (due T+30d)
Companies Law (Royal Decree M/132, 1443H), arts. on amendment of the bylaws
Change company name
shareholders special (75%)
Extraordinary General Assembly Resolution — Change of Name
MoC-CR-Name-Change (due T+30d)
Companies Law (Royal Decree M/132, 1443H); Commercial Register Law (trade name)
Prepare AGM
board (50%)
Notice of General Assembly; General Assembly Minutes
none
Companies Law (Royal Decree M/132, 1443H), arts. on general assemblies
Approve audit / accounts
shareholders (50%)
Ordinary General Assembly Resolution — Approval of Accounts; Ordinary General Assembly Resolution — Appointment of Auditor
none
Companies Law (Royal Decree M/132, 1443H), arts. on accounts & the auditor
Reference only — not legal advice. Rule packs are directionally accurate and being legally validated per jurisdiction.