In recent years, Saudi Arabia has been developing key economic sectors including services, industry and real estate, and in 2000 the kingdom's cabinet approved the Foreign Capital Investment Law. It stemmed from a recognition by King Abdullah that certain sectors require foreign expertise to grow and prosper, and was introduced to regulate outside investors keen to do business in Saudi Arabia.
This overview provides some general guidance on the laws and principal legal factors that must be considered when doing business in Saudi Arabia. Since the kingdom's laws can often be confusing, and even contradictory, it is recommended that foreign investors seek specific legal advice before entering into a business venture in the country.
The foreign investment licence
Those who are keen to invest in Saudi Arabia must obtain a foreign capital investment licence from the Saudi Arabian General Investment Authority (Sagia).
All Saudi companies, or those registered within other GCC countries, are treated as GCC nationals if they are wholly owned by citizens or governments of GCC member states. GCC firms with foreign shareholders, foreign businesses, or any investor who is not a national of one of the GCC countries must obtain a foreign capital investment licence.
The Foreign Capital Investment Law allows the establishment of companies with 100 per cent foreign ownership within most economic sectors.
When an investment is licensed under the Investment Law, a business enjoys all the privileges and incentives offered to wholly Saudi-owned firms. These include: ownership of freehold property (if that property is necessary for the company to carry out its licensed activities); privileges granted by the anti-double-taxation treaties to which the kingdom is a party; legal protection against expropriation or confiscation of investments; and the right to repatriate profits.
Incorporating a local entity
Saudi company regulations regulate the establishment and governance of corporate entities in the kingdom. The limited liability company (LLC), joint stock firm and branch of a foreign business are the most common forms of legal entities. Others include sole proprietorship, scientific offices and temporary commercial registration (TCR), which is granted to foreign entities that sign contract agreements with a government or semi-government department to execute a project. A TCR is limited to one contract and lasts until that contract's final date.
Limited liability companies (LLCs)
An LLC is the most common corporate vehicle for equity participation by foreign investors. It must have a minimum of two shareholders, and not more than 50. People and corporate entities may be shareholders. Generally, shareholders are liable for the debts of the company only to the extent of their respective interests in the firm's shares.
Transfer of shares between parties is effective on the date of notarising the articles of association amendment to reflect that transfer, and the liability of a selling shareholder ceases from that date. Sagia regulations and requirements are applied to new foreign shareholders who form a licensed LLC, and the procedures are the same for existing shareholders.
Joint stock companies
A joint stock company must have a minimum of five shareholders, but there is no maximum.