1. The terms and phrases mentioned in these Rules shall have the same meanings stated in the Finance Companies Control Law.
2. The following terms and phrases, wherever mentioned in this document, shall have the meanings assigned to them unless the context otherwise requires:
SAMA: The Saudi Central Bank.
Law: Finance Companies Control Law.
Rules: The Rules Governing BNPL Companies.
BNPL Activity: A type of financing that allows a consumer to purchase goods or services without a term cost payable by the consumer.
BNPL Company: A joint stock company licensed by SAMA to engage in BNPL activity.
Consumer: Beneficiary of the activity.
Stores: Sales outlets and places where goods and services are provided.
These Rules apply to companies licensed by SAMA to engage in BNPL activity.
1. These Rules aim to:
a. Establish licensing procedures and requirements for BNPL activity.
b. Set the minimum standards and procedures necessary for carrying out BNPL activity.
2. BNPL activity shall not be carried out except after obtaining a license from SAMA in accordance with the provisions of the Law, the requirements set forth in these Rules, and any instructions issued by SAMA in this regard from time to time.
3. These Rules shall not prejudice the provisions of relevant regulations, including, but not limited to:
a. The Finance Companies Control Law issued by Royal Decree No. M/51 dated 13/08/1433H.
b. The Requirements for Appointments to Senior Positions in Financial Institutions Supervised by SAMA.
c. The Cyber Security Framework issued by SAMA.
d. The Business Continuity Management Framework issued by SAMA.
e. The Financial Consumer Protection Principles and Rules issued by SAMA.
f. Debt Collection Regulations and Procedures for Individual Customers issued by SAMA.
The license application for engaging in BNPL activity shall be submitted to SAMA along with the following items:
1. A completed license application in the form provided by SAMA.
2. A copy of the commercial register, memorandum of association, and articles of incorporation (if any).
3. A list of the founding members or shareholders of the company, including the number and percentage of shares of each member or shareholder in the company.
4. The Fit and Proper Form for founding members or shareholders, signed by each founding member or shareholder.
5. The Fit and Proper Form for Bord members, signed by each candidate for Bord membership.
6. Information about the BNPL company’s owners and organizational structure, including all key departments and functions and their main tasks.
7. The feasibility study and business plan.
8. An irrevocable bank guarantee for an amount equivalent to the minimum capital, issued in favor of SAMA by a bank licensed to operate in Saudi Arabia and renewed automatically until the capital is paid in full, if the license application is submitted for a BNPL company under establishment. Such guarantee shall be released upon the request of the license applicant in any of the following cases:
a. If the capital is paid in cash.
b. If the license request is withdrawn.
c. If the license request is rejected.
9. Any other documents or information required by SAMA.
Pursuant to the provisions of the Companies Law, the minimum capital for the BNPL company shall be SAR 5,000,000 (five million Saudi riyals), subject to increase or decrease by SAMA as it deems appropriate.
All candidates for supervisory and executive positions in a BNPL company shall:
1. Meet the professional eligibility requirements set by SAMA.
2. Be permanent residents of the Kingdom of Saudi Arabia.
3. Be theoretically and practically qualified and have sufficient experience in the field.
4. Meet any other requirements set by SAMA.
1. The applicant shall provide SAMA with any additional information or documents required by SAMA within 30 working days from the request date.
2. In case of failure to meet the period requirement specified in paragraph (1) of this Article, SAMA may reject the license application.
3. SAMA issues a written notice to the applicant after the completion of all the requirements set forth in the relevant rules and regulations.
4. SAMA informs the applicant of the initial approval or justified rejection in writing within 60 working days from the date the applicant receives notification of application completeness. Such initial approval does not constitute a license or permit to carry out the activity.
1. If a company is under establishment, the founding members shall satisfy the requirements necessary to engage in BNPL activity within six months from the date of initial approval, and provide SAMA with a copy of the commercial register containing the company’s activity and articles of incorporation. In case of failure to meet the requirements set out in this paragraph within the specified period, the approval shall be deemed expired. In addition, SAMA may extend the period for a maximum of another six months before the initial approval period expires.
2. In case of an existing company, it shall provide SAMA with a copy of the commercial register containing its BNPL activity within six months from the date of initial approval. In case of failure to meet the requirements set out in this paragraph within the specified period, the approval shall be deemed expired. Moreover, SAMA may extend the period for a maximum of another six months before the initial approval period expires.