Commercial Register Law and its Executive Regulation

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  • Decision No. (237) dated 14/03/1446 AH

  • The Council of Ministers

  • After reviewing the correspondence received from the Royal Court No. 74905 dated 16/10/1445 AH, including the letter of His Excellency the Minister of Commerce No. 4277 dated 9/2/1443 AH, regarding the draft Commercial Register Law and the draft Trade Names Law.

  • After reviewing the mentioned draft Commercial Register Law.

  • After reviewing the mentioned draft Trade Names Law.

  • After reviewing theCommercial Register Lawissued by Royal Decree No. (M/1) dated 21/2/1416 AH.

  • After reviewing theTrade Names Lawissued by Royal Decree No. (M/15) dated 12/8/1420 AH.

  • After reviewing theStatute of the Saudi Business Centerissued by Council of Ministers Decision No. (456) dated 11/8/1440 AH.

  • After reviewing Royal Order No. (39929) dated 28/6/1443 AH.

  • After reviewing memoranda No. (1647) dated 9/5/1445 AH, No. (2114) dated 12/6/1445 AH, No. (3949) dated 19/11/1445 AH, and No. (775) dated 2/3/1446 AH, prepared by the Bureau of Experts at the Council of Ministers.

  • After reviewing the recommendation of the Council of Economic and Development Affairs No. (1-45/8/T) dated 15/6/1445 AH.

  • After considering the Shura Council decision No. (265/25) dated 13/10/1445 AH.

  • After reviewing the recommendation of the General Committee of the Council of Ministers No. (2508) dated 13/3/1446 AH.

  • It is decided as follows:

    • First: Approval of the Commercial Register Law, in the attached form.

    • Second: Approval of the Trade Names Law, in the attached form.

    • Third: Registrants in the Commercial Register are granted a grace period of (five) years starting from the effective date of the law mentioned in item (First) of this decision, to rectify the status of their subsidiary commercial records. All their subsidiary records shall be deleted upon the expiration of that period according to a mechanism determined by the Ministry of Commerce.

    • Fourth: The provisions of the law - referred to in item (Second) of this decision - shall not prejudice trade names registered before its effective date, in accordance with what is determined by the Ministry of Commerce.

    • A draft Royal Decree has been prepared accordingly, its text is attached hereto.

    • Fifth: The financial fees - mentioned in Article (Twenty-Seven) of the law referred to in item (First) of this decision, and in Article (Twenty-One) of the law referred to in item (Second) of this decision - shall be determined in coordination with the Ministry of Finance and the Non-Oil Revenues Development Center, until the Central Committee for Fees and Financial Charges, formed pursuant to the kind directive conveyed by Royal Court telegram No. 83347 dated 2/12/1444 AH, commences its work.

    • Sixth: The Ministry of Commerce shall take into account the provisions of Royal Order No. (39929) dated 28/6/1443 AH when preparing the Implementing Regulation of the law referred to in item (Second) of this decision.

    • Seventh: The Saudi Business Center - in coordination with the Ministry of Commerce, the Ministry of Investment, and the Saudi Authority for Intellectual Property - shall consider the feasibility of establishing a comprehensive and unified economic platform suitable for all business sectors in the Kingdom, based on its jurisdiction referred to in paragraph (2) of Article (4) of its statute issued by Council of Ministers Decision No. (456) dated 11/8/1440 AH, and report accordingly.

  • Prime Minister

  • Royal Decree No. (M/83) dated 19/03/1446 AH

  • By the grace of Allah Almighty

  • We Salman bin Abdulaziz Al Saud

  • King of the Kingdom of Saudi Arabia

  • Based onArticle (Seventy) of the Basic Law of Governanceissued by Royal Order No. (A/90) dated 27/8/1412 AH.

  • And based onArticle (Twenty) of the Council of Ministers Lawissued by Royal Order No. (A/13) dated 3/3/1414 AH.

  • And based onArticle (Eighteen) of the Shura Council Lawissued by Royal Order No. (A/91) dated 27/8/1412 AH.

  • After reviewing Shura Council decision No. (265/25) dated 13/10/1445 AH.

  • After reviewing Council of Ministers decision No. (237) dated 14/3/1446 AH.

  • We have decreed the following:

    • First: Approval of the Commercial Register Law, in the attached form.

    • Second: Approval of the Trade Names Law, in the attached form.

    • Third: Registrants in the Commercial Register are granted a grace period of (five) years starting from the effective date of the law mentioned in item (First) of this decree, to rectify the status of their subsidiary commercial records. All their subsidiary records shall be deleted upon the expiration of that period according to a mechanism determined by the Ministry of Commerce.

    • Fourth: The provisions of the law - referred to in item (Second) of this decree - shall not prejudice trade names registered before its effective date, in accordance with what is determined by the Ministry of Commerce.

    • Fifth: It is incumbent upon His Highness the Prime Minister, the ministers, and the heads of the concerned independent authorities - each within their jurisdiction - to implement this decree.

  • Salman bin Abdulaziz Al Saud

Chapter 1: General Provisions

Article 1: Definitions

In this Law, the following words and phrases shall have the meanings assigned

thereto:

Law: Commercial Register Law.

Regulations: Implementing Regulations of the Law.

Ministry: Ministry of Commerce.

Minister: Minister of Commerce.

Merchant: A natural or legal person that is deemed a merchant under the

Commercial Law.

Commercial Register: A registry that contains the data of merchants in a central

electronic database.

Registrar: The government entity designated by the Minister to administer the

Commercial Register.

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Article 2: Objectives

This Law aims to facilitate commercial activities in the Kingdom by regulating the

procedures of registration in the Commercial Register, taking the following into

consideration:

1. Transparency: The data contained in the Commercial Register shall be

accessible, searchable, and obtainable.

2. Reliability: The data contained in the Commercial Register shall be correct,

accurate, and regularly updated.

Article 3: Commercial Register

The Ministry shall establish the Commercial Register and shall record therein the

data specified by this Law, the Regulations, and other relevant laws, as well as any

updates thereto.

Article 4: Powers and Duties of the Registrar

The registrar shall have the following powers and duties:

1. Registration of the tradenames and the merchants’ data, and issuing

registration certificates.

2. Providing the relevant entities with recommendations on matters relating to

the Commercial Register.

3. Developing the procedures of registration in the Commercial Register by

utilizing the best practices.

4. Raising awareness about the provisions of this Law.

5. Making any necessary corrections to the data contained in the Commercial

Register in accordance with Article 19 of this Law.

6. Requesting from relevant entities data relating to the merchants registered in

the Commercial Register to utilize such data in developing the business sector in

the Kingdom.

7. Any other powers or duties provided for in the Regulations to realize the

objectives of this Law.

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Chapter 2: Registration in the Commercial Register

Article 5: Mandatory Registration

1. Every merchant must register in the Commercial Register.

2. The Ministry may, pursuant to controls specified in the Regulations, exempt

certain categories of merchants from registration in the Commercial Register

and shall determine the effects of such exemption.

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Article 6: Mandatory Data for the Application of Registration in the Commercial Register

1. Subject to relevant laws, a registration application must include the following

data:

a) Applicant’s name, address, and ID number.

b) Tradename under which the merchant intends to engage in the commercial

activity.

c) Merchant’s legal form.

d) Merchant's capital.

e) Name of the manager or managers, or members of the board of directors and

their powers.

f) Address of the merchant’s principal place of business.

g) Any other data specified in the Regulations.

2. The Ministry may specify in the Regulations the provisions relating to bank

account information and other data that must be provided after completion of

registration in the Commercial Register.

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Article 7: Application Submission Procedures

1. An application for registration in the Commercial Register shall be submitted to

the registrar.

2. The registrar shall decide on the completed application within 10 days from

the date of its submission. The registrar may extend said period in cases to be

determined by the Regulations.

3. An applicant may, if the application is rejected due to an error or missing

information, correct or complete said application within the period specified in

the Regulations, otherwise the application shall be deemed canceled. If the

application is canceled, the applicant may submit a new application.

4. If the application is rejected, the rejection decision shall be reasoned, and the

applicant shall be notified thereof as specified in the Regulations. The applicant

may appeal said decision before the Ministry within 60 days from the date the

applicant is notified of the rejection decision.

5. The registrar shall specify the forms related to applications for registration,

updates, annual confirmations, strike-offs, and extracts; copies of the certificates

and documents required for registration; and any other related forms,

in accordance with this Law and other relevant laws.

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