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

2- The following words and phrases - wherever they appear in these rules - shall have the meanings specified next to each of them, unless the context requires otherwise:

the rules: Rules of the Beneficial Owner.

Beneficial Owner Register: An electronic database in which the company's data and the beneficial owner are recorded.

• The rules aim to achieve the following:

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

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

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

• 1- Any natural person is considered a true beneficiary of the company if any of the following is met:

  • A- Owns at least twenty-five percent (25%) of the company's capital, either directly or indirectly.

  • B- Controls at least twenty-five percent (25%) of the total voting rights in the company, either directly or indirectly.

  • C- Has the appointment of the company's director or the majority of its board members or its president, or has the removal of the director or the majority of the board members or the president, either directly or indirectly.

  • D- Has the ability to influence the company's actions or decisions, either directly or indirectly.

  • E- Is a legal representative of a legal entity that meets any of the criteria set forth in items (A), (B), (C), and (D) of this paragraph.

• 2- If none of the criteria set forth in paragraph (1) of this article are met, the company's director or a member of its board or its president, as the case may be, is considered the true beneficiary.

• 1- Founders must declare the data of the beneficial owner when applying for the establishment of the company.

• 2- Existing companies at the time of the enforcement of the rules must declare the data of the beneficial owner to the Ministry within a period ending on the due date for the annual confirmation - referred to in item (d) of paragraph (4) of this article - during the first year of the enforcement of the rules.

• 3- If the company is exempt from the requirement to declare the data of the beneficial owner based on article (six) of the rules, the founders or the company - as the case may be - must provide proof of that to the Ministry.

• 4- The company is obligated to the following:

  • A- Take reasonable procedures and measures to identify the beneficial owner of the company and obtain their data and supporting documents, and any change or amendment that occurs to them or to the criteria for determining the description of the beneficial owner.

  • B- Prepare a special register to record the data of the beneficial owner stipulated in paragraph (2) of article (eight) of the rules, and the supporting documents for the declared data, and any change or amendment that occurs to them, to be kept in the Kingdom.

  • C- Submit a request to the Ministry to update the declared data, including the reasons, within (fifteen) days from the date of making any change or amendment to them.

  • D- Submit to the Ministry annually a confirmation of the declared data, and the due date for submitting the confirmation is exactly one year from the date of the company's registration in the Commercial Register, and this confirmation may be submitted up to (thirty) days before the specified date for its submission.

• 1- The following companies are exempt from the requirement to declare the beneficial owner's data:

  • A- A company whose capital ownership is entirely attributed to the state or one of its legal entities, whether directly or indirectly.

  • B- A company subject to any liquidation procedures under the Bankruptcy Law issued by Royal Decree No. (M/50) dated 28/5/1439 AH

• 2- The Minister may, by decision, exempt from the requirement to declare 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 documents supporting the declared data. The company or its founders must provide the Ministry with this information within (fifteen) days from the date of the request.

2- The Ministry shall notify - electronically through mobile phone or email - anyone who has declared their data in the beneficial owner register of this, and of any updates that occur, provided that the notification includes the name of the company and its commercial registration number, as well as the criteria for verifying the description of the beneficial owner and its date.

3- The Ministry shall prepare a guideline regarding the procedures and measures that companies take to identify the beneficial owner and obtain their data and declare it to the Ministry.

• 1- The Ministry shall establish a register of the ultimate beneficiary, which includes the data of the company registered in the Commercial Register, the data of the ultimate beneficiary, the reasons for updating it, and the date of such updates.

• 2- The data of the ultimate beneficiary must include at least the following:

  • A- Name, and national identity data or residency identity or passport for non-Saudis.

  • B- National address, or residential address.

  • C- Mobile phone number, and email address if available.

  • D- Verification standard of the description of the ultimate beneficiary and the date of that, in accordance with Article (4) of the regulations.

• The Ministry retains the data of the real beneficiary's register for a period of (five) years from the date of occurrence of any of the following:

  • A- The loss of the status of the real beneficiary.

  • B- The deletion of the company's registration in the Commercial Register.

The Ministry takes the necessary procedures to ensure the confidentiality of the register of the real beneficiary, and it may allow access to it for regulatory authorities and competent authorities in accordance with the relevant regulations.