Corporate & Governance
We advise Saudi and international businesses on formation, entity choice, shareholder arrangements, governance, transactions and restructuring under the Companies Law and the legislation applicable to the investor, activity and sector. We recommend a structure after assessing the business’s commercial objectives and practical needs.
One structure, several applicable laws
The Companies Law governs company forms, constitutional arrangements, management, shareholder decisions, capital, transformations and other corporate matters. An international investor must also analyse the Investment Law, its implementing framework and any activity-specific restriction or approval.
The structure should support governance after incorporation, with clear authority, defined matters requiring approval by a specified body within the company, consistent related agreements, and provision for future capital increases or exits.
What we advise on
- Entity choice, formation sequence and constitutional documents.
- Shareholder, joint-venture and founder arrangements.
- Board and manager authority, delegations, reserved matters requiring specified approvals, and conflicts of interest.
- Capital changes, transfers, restructurings, acquisitions and disposals.
- Corporate records, decision processes and continuing governance.
- Coordination on investment, employment, commercial, IP, data and sector requirements.
Assessing the business before formation
We identify the activity, beneficial ownership, investors, control model, funding plan and required approvals before recommending a form. We distinguish what the legislation requires from what the parties may design contractually, and we keep the constitutional documents and private arrangements aligned.
Primary Saudi sources
- Companies Law — Bureau of Experts
- Investment Law — Bureau of Experts
- Companies Law and Implementing Regulations — Ministry of Commerce
Forming, governing or restructuring a Saudi business? Contact us
Frequently asked questions
Which Saudi entity should a business use?
The Companies Law permits several forms. The appropriate choice depends on ownership, liability, governance, capital, fundraising, transfer and exit objectives, as well as investment and sector requirements.
Can an international investor fully own a Saudi entity?
The answer depends on the activity, any excluded or restricted activity, registration requirements and sector-specific rules. Ownership should be verified before the structure is fixed.
Does incorporation complete the requirements for starting operations?
No. Investment registration, commercial registration, constitutional documents and sector, employment, zakat, tax, municipal or other operating requirements are separate matters.
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