Companies Rules in Special Economic Zones

Show Law Preamble
  • The Board of Directors of the Economic Cities and Special Zones Authority,
    Pursuant to the powers granted to it by law,
    After reviewing paragraph (11) of Article (Five) of the Statute of the Economic Cities and Special Zones Authority, issued by Royal Order No. (A/19) dated 10/3/1431H corresponding to 24/2/2010G and its amendments, which stipulates that one of the Council’s powers is "approving the regulations, rules, and arrangements related to the economic cities and special zones and determining the authorities related to each city or zone,"
    After reviewing item (First) of the Council of Ministers Decision No. (468) dated 10/7/1447H which states "Approval of the regulatory bylaws for the special economic zones of (Jazan, Cloud Computing and Informatics, King Abdullah Economic City, and Ras Al-Khair) in the attached formats," and after reviewing item (Third) of the same aforementioned decision which states that "The Economic Cities and Special Zones Authority - in agreement with the Ministry of Commerce - shall issue the necessary rules related to companies licensed to practice activities in the special economic zones - referred to in item (First) of this decision - and their governance, as well as the rights, duties, obligations, and responsibilities related thereto," (Attachment 1)
    After reviewing paragraph (10) of Article (4) of the Executive Committee’s Work Regulations established and approved by the Authority’s Board of Directors Decision No. (2/24) dated 23/1/1446H corresponding to 29/7/2024G, which includes that among the tasks and responsibilities of the Committee is to recommend to the Council the approval of regulations, rules, and arrangements related to the economic cities and special zones and to determine the authorities related to each city or zone, and to study proposals for policies, rules, instructions, and procedures regulating economic activities and services within the economic cities and special zones according to best international practices before their approval by the Council,
    After reviewing the Executive Committee’s Recommendation No. (1/29-30) dated 5/11/1447H corresponding to 22/4/2026G, which states "to submit to the Board of Directors of the Economic Cities and Special Zones Authority for approval the Company Rules, Company Register Rules, and Trade Name Rules for the special economic zones of (Jazan, Ras Al-Khair, King Abdullah Economic City, Cloud Computing and Informatics)," (Attachment 2)
    And based on what the interest of work requires,

  • It is decided as follows:

    • First: Approval of the "Company Rules, Company Register Rules, and Trade Name Rules for the Special Economic Zones in (Jazan, Ras Al-Khair, King Abdullah Economic City, and Cloud Computing and Informatics)," according to the format attached to this decision. (Attachment 3)
      Second: This decision shall be communicated to all concerned for implementation, each within their jurisdiction, effective from its date.
      And Allah is the Grantor of success.

Chapter 1: General Provisions

Article 1: Definitions

  • 1- The following words and phrases shall have the meanings set forth opposite each of them unless the context requires otherwise:

    • Kingdom: The Kingdom of Saudi Arabia.
    • Authority: Economic Cities and Special Zones Authority.
    • Council: The Board of Directors of the Authority.
    • Statute: The Authority’s Statute issued by Royal Order No. (A/19) dated 10/3/1431H, and any amendments thereto.
    • Regulation: The Regulatory Regulation of the Special Economic Zone of (Jazan, Ras Al-Khair, King Abdullah Economic City, Cloud Computing and Informatics), issued pursuant to Council of Ministers Decision No. (468) dated 10/7/1447H, and any amendments thereto.
    • Rules: Companies’ Rules in the Special Economic Zones.
    • Concerned Entity: The entity stipulated in Council of Ministers Decision No. (233) dated 29/3/1444H, establishing the zone.
    • Competent Entity: The government agency having jurisdiction, as required by the context in the Rules.
    • Zone / Zones: The Special Economic Zone of (Jazan, Ras Al-Khair, King Abdullah Economic City, Cloud Computing and Informatics) established pursuant to Council of Ministers Decision No. (233) dated 29/3/1444H.
    • Other Regions of the Kingdom: All regions of the Kingdom except the Special Economic Zones.
    • Activities: Activities qualified to obtain exemptions, incentives, and exceptions approved for the zone.
    • Licensed Establishment / Establishment: Any company or branch licensed to practice a qualified activity in the zone pursuant to the Special Economic Zones legislations, excluding supporting activities.
    • License: An approval document issued by the concerned entity allowing the establishment to practice a qualified activity in the zone after fulfilling the specified regulations.
    • Company: Any company established in the zone pursuant to the Rules.
    • Branch: A branch of a Saudi company, and branches of Gulf or foreign companies registered in the zone as a branch of the company, in the same legal form adopted by the parent company.
    • Companies Register: A register containing data of companies in the zone through a centralized electronic database specific to the Special Economic Zones in the Kingdom supervised by the Authority, in which commercial register certificates issued in the zone are documented.
    • Registrar: The Authority’s department responsible for managing and supervising the companies register.
    • General Assembly: The general meeting of the partners in the company convened pursuant to Article Forty-Seven of the Rules.
    • Day: The calendar day, whether a working day or not.
    • Bankruptcy Law: The Bankruptcy Law issued by Royal Decree No. (M/50) dated 28/5/1439H, and its amendments.
    • Committee: The committee specialized in considering violations related to companies, as defined pursuant to the Companies Rules, Companies Register Rules, and Trade Names Rules in the zones.
  • 2- In the absence of a specific provision in the Rules, the same meanings set forth in the Statute of the Economic Cities and Special Zones Authority and the Regulatory Regulation of the Special Economic Zones shall apply to the words and phrases stipulated in the Rules.

Article 2: Purpose of the Rules

The rules aim to regulate all matters related to the establishment of companies, their management, finance, partners' rights, and the mechanisms of merger and liquidation, in order to protect the rights of partners, safeguard those dealing with them, and ensure the governance of companies operating in the region.

Article 3: Scope of Application

  • The provisions of the rules apply to all of the following:

    • 1- Companies established in the zone.
    • 2- Saudi companies established in other regions of the Kingdom, which register their branches within the zone.
    • 3- Branches of Gulf companies registered in the zone.
    • 4- Branches of foreign companies registered in the zone.

Chapter 2: Establishment of the Company

Article 5: Definition of the Company

A limited liability company is a company established by one or more natural or legal persons, and its assets are considered independent from the financial assets of each partner or owner. The company alone is responsible for the debts and obligations arising from or related to its activity, and neither the owner nor the partner is liable for these debts and obligations except to the extent of their share in the capital.

Article 6: Company Nationality

The nationality of a company established in the zone under the provisions of the regulations shall be considered Saudi, and its main headquarters must be located within the zone.

Article 7: Acquisition of Legal Personality

1- The company acquires legal personality upon its registration with the Companies Register; however, during the incorporation period, the company shall have legal personality to the extent necessary for its incorporation, provided that the incorporation process is completed.

2- Upon the company's registration with the Companies Register, all contracts and transactions conducted by the founders on its behalf shall be transferred to its liability, and the company shall bear all expenses incurred by them for the purpose of establishing the company.

3- If the incorporation procedures of the company are not completed as stipulated in the regulations, the persons who dealt or acted in the name of or on behalf of the company shall be personally liable with all their assets and jointly liable towards third parties for the acts and transactions they performed during the incorporation period.

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