SAUDI ARABIA Law and Practice Contributed by: Zain Satardien, Chadi Hourani and Hayel Hourani, Hourani & Partners
CMA The CMA regulates and develops the Saudi Arabian capital market by issuing required rules and regula - tions for implementing the provisions of the Saudi Arabian Capital Market Law, fostering transparency and disclosure standards in all listed companies, and protecting investors from illegal acts in the capital market. The CMA also oversees the Saudi Arabian Stock Exchange (the “Tadawul”) and supervises the issuance and trading of securities to promote fair mar - kets. The CMA also licences and monitors financial intermediaries, including brokers and asset managers, ensuring their compliance with regulatory standards. In addition, the CMA plays a role in developing the Saudi Arabian capital market by supporting public offerings and enhancing market infrastructure. Saudi Arabian Central Bank (SAMA) The Saudi Arabian Central Bank, also known as SAMA, is a financially and administratively independent legal entity headquartered in Riyadh and reports directly to the King. Its operations are aimed at maintaining mon - etary stability, ensuring financial sector stability, and fostering economic growth for Saudi Arabia. SAMA is responsible for issuing, regulating, and safeguarding the Saudi Riyal, formulating and executing monetary policies, managing foreign currency reserves, and regulating the currency exchange market. SAMA also oversees and regulates banks, finance companies, credit bureaus, payment systems, and fintech plat - forms. It also implements measures to combat finan - cial crimes, including money laundering. General Authority for Competition (GAC) The GAC has the authority to approve mergers or acquisitions after reviewing and examining the “eco - nomic concentration” aspect resulting from the trans - action. Please see 3.2 Regulation of Domestic M&A Transactions for more information on the GAC. Certain Sectors Subject to Additional Regulations in Saudi Arabia Saudi Arabia’s regulatory framework also imposes specific restrictions and tailored requirements on key sectors to safeguard national interests, promote Vision 2030 priorities, and ensure strategic alignment with economic and cultural objectives. Some exam - ples are set out below.
Commercial agencies Under the Saudi Arabian Commercial Agencies Law, non-Saudi Arabian individuals and entities are pro - hibited from operating as commercial agents. This restriction mandates that only Saudi-owned compa - nies, with 100% Saudi capital, may engage in com - mercial agency activities. Additionally, members of the board of directors and authorised signatories of these companies must be Saudi Arabian nationals, ensuring complete domestic control over the operations. The Saudi Arabian Ministry of Commerce and Indus - try oversees this process and determines the specific timeframes and conditions for each agent. Real estate Foreign ownership and use of real estate in Saudi Ara - bia has undergone significant reform under the 2025 Real Estate Law, which expands the ability of non- Saudis to own or hold real rights in property within designated zones across the Kingdom, subject to registration and conditions set by the Real Estate General Authority and other competent bodies. The new framework allows non-Saudi individuals and enti - ties, including foreign-owned Saudi companies, to acquire different types of real estate rights, although ownership in sensitive areas, particularly Mecca and Medina, remains subject to strict limitations, with nar - row exceptions and additional conditions for certain categories of investors. Outside these zones, foreign ownership is generally more restricted, but foreign investors may still participate in the real estate sec - tor through licensed projects, real estate investment funds and other regulated vehicles, in each case subject to the evolving implementing regulations and approvals. Strategic projects Certain sectors deemed vital to national security and economic growth, including renewable energy, defence, and healthcare, are heavily regulated. These industries often require pre-approval from sector- specific regulatory bodies, such as the Ministry of Defence or the Ministry of Energy.
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