• 1- The words and phrases contained in these rules shall have the meanings set forth opposite each of them in Article (One) of the Companies Law, issued by Royal Decree No. (M/132) dated 1443/12/1 AH.

• 2- The following words and phrases - wherever they appear in these rules - shall have the meanings set forth opposite each of them, unless the context requires otherwise:

  • Rules: Rules of the Real Beneficiary.

  • Real Beneficiary: The natural person(s) who ultimately owns or exercises direct or indirect final actual control over the company.

  • Real Beneficiary Register: An electronic database held by the Ministry in which the company and real beneficiary data are recorded.

• The rules aim to achieve the following:

  • A- Raising the level of company transparency in accordance with international requirements.

  • B- Establishing a database to record and preserve the beneficial owner's data.

• The rules apply to companies subject to the provisions of the law, except for joint-stock companies listed on the financial market.

• 1- A natural person shall be considered a beneficial owner of the company if they own at least a(twenty-five percent) share of the company's capital, either directly or indirectly.

• 2- If the ownership percentage referred to in paragraph (1) of this article is not met, or there is doubt that the natural person owning that percentage is the beneficial owner, the beneficial owner shall be any natural person who exercises ultimate effective control over the company by any means, whether directly or indirectly, excluding ownership in the company's capital.

• 3- If it is not possible to identify a natural person according to paragraphs (1) and (2) of this article, the company's director, a member of its board of directors, or its chairman - as applicable - shall be considered the beneficial owner.

• 1- The company establishment application must include the beneficial owner's data stipulated in paragraph (2) of Article (9) of the regulations.

• 2- Companies existing at the time the regulations come into effect must disclose the beneficial owner's data to the Ministry within a period ending on the annual confirmation due date - referred to in item (e) of paragraph (4) of this article - during the first year of the regulations' enforcement.

• 3- If the company is exempt from the requirement to disclose the beneficial owner's data based on Article (7) of the regulations, the founders or the company - as applicable - must submit evidence of this to the Ministry.

• 4- The company shall commit to the following:

  • A- Obtaining sufficient, accurate, and updated data about the beneficial owner, recording it in a special register, preserving it, and submitting it to the Ministry.

  • B- Taking procedures and measures commensurate with the level of risks it may face, to ensure the accuracy of each beneficial owner's data, relying on documents and information from a reliable and independent source, and any changes or modifications thereto.

  • C- Preparing a special register to record sufficient, accurate, and updated data about the beneficial owner in accordance with paragraph (2) of Article (9) of the regulations, along with supporting documents, and recording any changes or modifications thereto, provided that this register is kept at the company's head office in the Kingdom.

  • D- Submitting updates of the beneficial owner's data to the Ministry within fifteen (15) days from the date of any change or modification, including the reasons for such change.

  • E- Annually submitting confirmation of the beneficial owner's data to the Ministry, with the confirmation due date being exactly one year from the date of the company's registration in the Commercial Register, and this confirmation may be submitted up to thirty (30) days before the specified date.

  • F- Providing sufficient, accurate, and updated data - upon request - about the beneficial owner to financial institutions or specified non-financial businesses and professions when providing services and activities on behalf of the company.

  • G- Full cooperation with the Ministry in providing documents and information, and responding to requests aimed at verifying the accuracy of the beneficial owner's identification.

• 1- Every partner or shareholder in the company who exercises rights related to the share or stock - such as the right to receive profits or the right to vote in the general assembly or partners' decisions - on behalf of a natural or legal person and according to their instructions, must declare to the company sufficient, accurate, and updated data about that person and any change or modification thereto, within fifteen (15) days from the date of acquiring this status.

• 2- The declaration referred to in paragraph (1) of this article must include the following:

  • A- Full name.

  • B- Date and place of birth, or the Commercial Register data or license or its equivalent - as applicable - if it is a legal person.

  • C- Residence address, or the principal office of the legal person.

  • D- Sufficient, accurate, and updated data about the beneficial owner of the legal person.

• 3- The company is obligated to obtain the data of the partners or shareholders referred to in paragraph (1) of this article and the data of the persons acting on their behalf and according to their instructions, record them in the special register stipulated in item (C) of paragraph (4) of article (five) of the rules, preserve them, and provide them to the Ministry upon request. The company must provide the Ministry with the data within fifteen (15) days from the date of the request.

• The subsidiary company of a company listed on the financial market and subject to disclosure requirements regarding the beneficial owner is exempt from the requirement to disclose the beneficial owner's data.

• 1- The Ministry may request from the company or its founders - as applicable - to declare any data related to the beneficial owner, and it has the right to review the supporting documents. The company or its founders must provide the Ministry with the data within fifteen (15) days from the date of the claim.

• 2- The Ministry shall notify - electronically via mobile phone or email - every person whose data has been declared in the Beneficial Owner Register, and of any updates thereto. The notice shall include the company’s name, its registration number in the Commercial Register, the verification standard, the description of the beneficial owner, and the date thereof.

• 3- The Ministry shall prepare a guiding manual clarifying the procedures and measures that companies must take to identify the beneficial owner, obtain their data, and disclose it to the Ministry.

• 4- The Ministry shall take reasonable procedures and measures - based on the risk level - to verify the declared beneficial owner data, the supporting documents, and the accuracy of the identification, by relying on independent and reliable documents and information.

1- The Ministry shall establish the Beneficial Owner Register, which includes the data of the company registered with the Commercial Register and sufficient, accurate, and updated data about the beneficial owner and the date of the update.

• 2- The data of each beneficial owner provided by the company or its founders must include at least the following:

  • A- Full name.

  • B- Nationality.

  • C- Date and place of birth.

  • D- Identity data.

  • E- Passport data and a copy thereof for non-residents.

  • F- Residence address.

  • G- Mobile phone number and email address - if available -.

  • H- The verification standard of the beneficial owner's description, including the nature and extent of ownership or control, in accordance with Article (4) of the rules.

  • I- The date of verification of the beneficial owner's description in the company.

  • J- Reasons for updating the beneficial owner's data - if any -.