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Regulations of the Capital Market Institutions - 2025

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  • Capital Market Authority Board Resolution No. (1-94-2025) dated 09/03/1447 AH corresponding to 01/09/2025 AD

  • The Board of the Capital Market Authority

  • Based on the Capital Market Law issued by Royal Decree No. (M/30)dated 02/06/1424 AH

  • decides the following:

  • A- Approving the amended rules for the offering of securities and ongoing obligations, the amended rules regulating special purpose entities, and the list of terms used in the Capital Market Authority’s regulations and rules, according to the attached format, to be effective from the date of their publication.

  • B- Amending the Financial Market Institutions Regulation issued by the Board Resolution No. (1-83-2005) dated 21/05/1426 AH corresponding to 28/06/2005 AD, as amended by its Resolution No. (2-57-2025) dated 28/11/1446 AH corresponding to 26/05/2025 AD, as follows:

    • First: Amending paragraph (B) of Article Nineteen of the Regulation by adding the following text:

      "8)Information Technology Officer in a licensed financial market institution authorized to conduct arranging activities in the context of practicing crowdfunding activities in securities," to be effective from the date of publication.

    • Second: Amending paragraph (D) of Article Sixty-Nine of the Regulation to read as follows:

      "D. Notwithstanding the provisions of paragraph (C) of this Article, a licensed financial market institution authorized to conduct arranging activities may, in accordance with the provisions of this chapter, retain client funds received in the context of practicing crowdfunding activities in securities, provided that it meets the following additional requirements:

      • 1- The retained client funds shall not exceed eighty million Saudi Riyals.

        2- The retained retail client funds shall not exceed one hundred thousand Saudi Riyals."

    • To be effective from the date of publication.

  • C- Announcing the content of paragraphs (A) and (B) of this resolution on the websites of the Authority and Saudi Tadawul Company electronically.

    Chairman of the Capital Market Authority Board

    Mohammed bin Abdullah Al-Qwaiz

Chapter 1: Preliminary Provisions

Article 1: Introduction

This regulation aims to organize financial market institutions and registered persons, define the procedures and conditions for obtaining a license, the conditions for the continuation of the license or registration, and specify the code of conduct that financial market institutions must adhere to while performing their work, as well as the rules and provisions for conducting business, supervisory systems and procedures, and provisions related to clients' funds and assets.

Article 2: Definitions

A) The term (Law) wherever mentioned in this Regulation refers to the Capital Market Law issued by Royal Decree No. M/30 dated 2/6/1424 AH.

B) The words and phrases mentioned in this Regulation shall have the meanings assigned to them in the Law and in the glossary of terms used in the regulations and rules of the Capital Market Authority, unless the context dictates otherwise.

Article 3: Obligation to comply with regulations and rules

A) The Financial Market Institution and the registered person must comply with all regulations and rules applicable to them, and provide the Authority without delay with all information, records, and documents that the Authority may request for the purpose of implementing the Law and its executive regulations.

B) The administrative body of the Financial Market Institution, its employees, and the registered persons must comply with any request issued by the Authority to attend to clarify any matter or assist in any investigation related to the implementation of the Law and its executive regulations.

Article 4: Exemption

  • A) The Authority may exempt the applicant or the financial market institution from applying any of the provisions of this Regulation, in whole or in part, either based on a request received from them or on its own initiative.

  • B) The Authority announces the exemption from any provision when it deems:

    • 1) That the exemption from the provision can apply to more than one category of financial market institutions.

    • 2) And that the announcement of the exemption will not negatively and materially affect the financial market institutions.

  • This is to achieve the policy of encouraging competition while maintaining equality and equal opportunities among financial market institutions.

Chapter 2: Principles Applicable to Financial Market Institutions

Article 5: Principles

  • A) The principles stipulated in this chapter constitute a general statement of the fundamental obligations of financial market institutions; aiming to establish a general concept of the standards of conduct required of them under this regulation.

  • B) The financial market institution must adhere to the following principles:

    • 1) Integrity, by conducting its business with integrity.

    • 2) Skill, care, and diligence, by conducting its business with skill, care, and diligence.

    • 3) Effective management and supervision, by taking all reasonable measures to organize its affairs responsibly and effectively and adopting appropriate policies and systems for risk management.

    • 4) Financial adequacy, by maintaining sufficient financial resources according to the rules set by the Authority.

    • 5) Appropriate market conduct, by adhering to appropriate standards of conduct in the market.

    • 6) Protection of client assets, by arranging adequate protection for its clients' assets.

    • 7) Cooperation with regulatory and supervisory authorities, including disclosure to the Authority of any material event or change in its operations or organizational structure.

    • 8) Communication with clients, by providing them with information clearly, fairly, and without misleading.

    • 9) Considering clients' interests, by treating them fairly and justly and taking their interests into account.

    • 10) Managing conflicts of interest, by dealing with conflicts of interest between itself and its clients or between one client and another fairly.

    • 11) Suitability for clients, by exercising due diligence to ensure the suitability of its advice and management for any client to whom it provides those services.

Chapter 3: License

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