Companies Register Rules in Special Economic Zones (SEZs)

Article (1): Definitions

Unless the context otherwise requires, the following terms and expressions shall have the meanings assigned thereto:

Definitions

KSA: The Kingdom of Saudi Arabia.

ECZA: Economic Cities and Special Zones Authority.

Board: ECZA's Board of Directors.

Law: The Authority’s regulation issued by Royal Order No. (A/19) dated 10/03/1431 AH, and any amendments thereto.

Regulations: The Regulations for the SEZ in (Jazan, Ras Al-Khair, King Abdullah Economic City, Cloud Computing), established under the Council of Ministers’ Resolution No. (468) dated 10/07/1447 AH, and any amendments thereto.

Rules: Companies Register Rules in Special Economic Zones (SEZs)

Relevant Entity: The entity designated under the Council of Ministers’ Resolution No. (233), dated 29/3/1444H, establishing the SEZ.

SEZ/SEZs: The SEZ in (Jazan, Ras Al-Khair, King Abdullah Economic City, Cloud Computing) established under the Council of Ministers’ Resolution No. (233) dated 29/03/1444 AH.

Other Regions of KSA: All regions of KSA excluding the SEZs.

Activities: Activities qualifying for exemptions, incentives, and exceptions approved for the SEZ.

Licensed Establishment / Establishment: Any company or branch of a company licensed to practice a qualifying activity in the Zone pursuant to the SEZ legislation, excluding supporting activities.

Investor: Any natural or legal person investing in the SEZ, whether Saudi or foreign.

Ultimate Beneficial Owner (UBO): The natural person or persons who directly or indirectly own or exercise ultimate effective control over the company.

Competent Authority: The government authority, as determined by the context of these Rules.

Companies Register: A register containing data on companies operating in the SEZ, maintained through a central electronic database dedicated to the SEZs in KSA and supervised by ECZA, in which the Commercial Registration Certificates issued in the SEZ are recorded.

Registrar: ECZA’s competent department entrusted with managing and supervising the Companies Register.

License: An approval document issued by the Relevant Entity permitting the Establishment to practice a qualifying activity in the SEZ after meeting the prescribed controls.

CR Certificate: A certificate issued to an Establishment that has fulfilled the requirements for registration in the Companies Register in accordance with the Rules, including the Establishment's electronic QR code.

Establishment’s Electronic QR Code: An electronic means through which the Establishment’s information is displayed, enabling third parties to access such information.

The Committee: The committee for resolution of violations related to companies, as specified under the Companies Rules, Companies Register Rules, and Trade Name Rules in the SEZs.

Where these Rules contain no specific provision, the meanings set out in the Law and the Regulations shall apply to the terms and expressions provided for in these Rules.

Article (2): Purpose of the Rules

The Rules aim to regulate and facilitate registration procedures in the Companies Register in accordance with the information specified in the Rules, facilitate the conduct of commercial activities, and promote transparency and reliability.

Article (3): Scope of Application

The provisions of these Rules shall apply to each of the following:

Companies established in the SEZ.

Saudi companies established in other regions of the KSA that register their branches within the SEZ.

Branches of GCC companies registered in the SEZ.

Branches of foreign companies registered in the SEZ.

Article (4): Registrar Competencies

The Registrar shall assume the following duties and competencies:

Register trade names followed directly by the letters (م. إ. خ) or (SEZ), together with investors’ information, and issue CR Certificates. ECZA may exempt companies and their branches from including the letters (م. إ. خ) or (SEZ) in their trade names, as it deems appropriate.

Make recommendations on matters relating to the Companies Register to the relevant authorities.

Develop registration procedures in the Companies Register by utilizing best practices.

Make any necessary corrections to information registered in the Companies Register in accordance with Article (22) of the Rules.

Enhance technical integration between the Companies Register and the relevant government entities.

The Registrar shall issue the CR Certificate for applications that fulfill the requirements set out in the Rules.

Article (5): Obligation to Register

No Licensed Establishment may conduct any economic activity within the SEZ until it has been registered in the Companies Register and has fulfilled the requirements stipulated under the Rules.

Article (6): Establishment’s Obligations to Disclose the UBO

The Establishment shall comply with the following:

Disclose the UBO to ECZA and provide the data and documents requested by it in accordance with the requirements, mechanisms, and standards determined by ECZA in coordination with the Competent Authority.

Ensure that the company’s incorporation application includes the UBO information specified in the requirements issued by ECZA.

Prepare a dedicated register containing sufficient, accurate, and up-to-date information on the UBO in accordance with the requirements determined by ECZA. The register shall include all supporting documents, and every change or amendment to such information shall be recorded therein. The register shall be maintained at the Establishment, and such data and information shall be provided to ECZA.

Take procedures and measures appropriate for the level of risk to which it may be exposed, in order to ensure the accuracy of the information concerning each UBO, and rely on documents and information from reliable and independent sources.

Submit confirmation of the Ultimate Beneficial Owner's data to ECZA; the due date for submitting the confirmation shall be on the due date for renewing the CR Certificate; this confirmation may be submitted thirty (30) days prior to the date specified for its submission, and ECZA may—at its discretion—request confirmation at any time.

Provide ECZA with any update to the UBO information within fifteen (15) days from the date on which the amendment or change occurs, together with the reasons therefor.

Provide adequate, accurate, and up-to-date information on the UBO to financial institutions or designated non-financial businesses and professions when such institutions or businesses provide services or conduct business for the Establishment.

Fully cooperate with ECZA by providing documents and information and responding to requests for the purpose of verifying the proper identification of the UBO.

Article (7): Information Required to Be Included in the Application for Registration in the Companies Register

The application for registration shall include the following information, as applicable:

The applicant's name, address, ID, Iqama, or passport number.

The trade name reserved for practicing the commercial activity.

The legal form of the company, whether a single-member limited liability company (LLC), a multi-member LLC, or a branch of any form of company.

Capital.

The name of the manager(s) or members of the board of directors (BOD) and their powers. In the case of a branch, the name of the branch manager or board of managers.

The address of the headquarters where the Establishment conducts its business.

The type of activity the Establishment wishes to conduct, which shall be linked to the qualifying economic activities specified for the SEZ.

The applicant's mobile phone number, email address, and website (if any).

The license issued by the Relevant Entity.

Incorporation documents of foreign or Gulf companies, or Saudi companies established in other regions of the KSA that wish to register their branches in the SEZ.

Any other information determined by ECZA.

The Licensed Establishment shall, within ninety (90) days from the date of registration in the Companies Register, provide the Registrar with the details of the bank account through which it conducts its commercial activity, as well as any subsequent updates thereto.

All data referred to in this Article submitted by the applicant shall match the information submitted to the Concerned Authority and stated in the license issued by the Relevant Entity.

Article (8): Registration of Company Branches in the Companies Register

When applying for registration in the Companies Register, company branches shall attach the license issued to them by the Relevant Entity, together with the company’s incorporation documents accompanied by a certified Arabic translation, and any other information or documents requested by the Registrar.

Article (9): Application Procedures

The application for registration in the Companies Register shall be submitted to the Registrar through the designated service platform or through any other method determined by the Registrar.

The Registrar shall decide on an application fulfilling the required information within five (5) days from the date of submission. The Registrar may extend this period for one or more similar periods when necessary.

If an application is rejected, the resolution shall state the reasons for rejection, and the applicant for registration shall be notified thereof in accordance with the Rules. They shall have the right to file a grievance with ECZA within sixty (60) days from the date of being notified of such rejection.

The Registrar shall determine the forms related to registration, updating, renewal, cancellation, extracts, copies of certificates, documents required for registration, and any other relevant forms, in accordance with the Rules.

If the service cannot be provided through the designated service platform, the Registrar may establish alternative mechanisms to facilitate obtaining the CR Certificate.

Article (10): Duration and Renewal of Registration in the Companies Register

The validity period of the registration shall be from two (2) to five (5) years, in accordance with the time period specified in the application submitted by the Establishment; the specified period shall be the period for which the financial consideration—if any—is due, provided that the period is consistent with the term of the License.

The Establishment shall renew its CR Certificate within thirty (30) business days before the expiry date thereof.

Article (11): Registration of Different Activities

An investor in the SEZ may register different activities in the Companies Register, and such activities are not required to be of the same type, provided that they are among the economic activities licensed to be conducted in the SEZ. The investor shall be registered in the Companies Register only once, regardless of the number of the investor’s activities and branches within the SEZ, or in any other manner determined by the Registrar, provided that such activities are among the activities expressly and exclusively specified in the license issued by the Relevant Entity.

Article (12): Correction or Completion of the Application

The applicant for registration shall correct or complete the application for registration in the Companies Register within five (5) business days from the date of notification. If such period expires without correcting or completing the application, the application shall be canceled.

Article (13): Means of Communication and Notification

Communication and Notifications stipulated in these Rules shall be deemed legally effective if executed through one of the following means:

SMS sent to the mobile number registered in the Companies Register.

The email address registered in the Companies Register.

Any of the accounts registered in government automated systems.

Licensed postal services through the Establishment's address recorded in the registration application or the license. The notification shall be deemed duly served once the postal service provider issues a notice confirming its delivery to the address.

Article (14): Updating the Companies Register

Upon the occurrence of any change or amendment to the data registered in the Companies Register, the Establishment shall update it within fifteen (15) business days from the occurrence thereof. The Registrar shall notify the Relevant Entity of the change or update to reflect it in the license issued by the Relevant Entity or any other relevant documents.

Article (15): Update of Registration Data by the Registrar

The Registrar shall, on its own initiative, update the information registered in the Companies Register in the following cases:

Issuance of a final judicial judgment resulting in a change or amendment to the registration data.

Issuance of a final resolution from any Competent Entity resulting in a change or amendment to the registration data.

Issuance of a final resolution by the Committee to correct the data registered in the Companies Register in accordance with Article (27) of the Rules.

The Registrar shall notify the Establishment within fifteen (15) days from the date of updating the data in accordance with Paragraph (1) of this Article.

Article (16): Liability for Data Accuracy

The investor shall be fully liable for the correctness and accuracy of the data submitted by the applicant regarding any of the services associated with the Companies Register.

Article (17): Voluntary Striking Off and Its Procedures

Subject to the provisions of other relevant laws, the Establishment may, after notifying the Relevant Entity, apply for the voluntary striking off of its registration in the Companies Register in the event that it ceases to practice its commercial activity.

The Registrar shall decide on the application for voluntary striking off of registration within ten (10) days from the date of submission.

Striking off the registration of a company or a branch of a foreign company from the Companies Register shall be carried out in accordance with the Rules after the completion of liquidation procedures prescribed under the Bankruptcy Law or relevant laws.

Striking off the registration from the Companies Register shall not exempt the Establishment from paying any applicable fees or fulfilling any obligations relating to the CR Certificate, if any.

Article (18): Mandatory Striking off

Without prejudice to liquidation procedures prescribed under the Bankruptcy Law or relevant laws, the Registrar shall strike off the registration of the Establishment in the Companies Register in the following cases:

Issuance of a final judicial judgment striking off the registration from the Companies Register.

Completion of liquidation in accordance with the Companies Rules applicable in the SEZ.

Article (19): Display of Registration Information

The Establishment shall display its registration data in the Companies Register in a clear location at the premises where it conducts its business, by displaying the basic data registered in the Companies Register via the Establishment's electronic QR code in a clear location that enables third parties to view the QR code from inside or outside the Establishment.

Article (20): Evidentiary Effect of Registration Information

Information registered in the Companies Register shall be deemed valid evidence for or against the Establishment from the date of its registration. No data required to be registered or updated may be invoked against third parties unless registered or updated. However, interested parties may invoke such data against the Establishment.

Article (21): Access to Registration Data

Any person may view the basic data registered in the Companies Register, which includes the following:

Establishment name.

Registration number in the Companies Register.

Name of the manager, board of managers, or BOD of the Establishment, as applicable.

Legal form of the Establishment.

Date of registration in the Companies Register.

Due date for renewing the CR Certificate.

Status of the Establishment’s registration in the Companies Register.

Establishment’s capital.

Establishment’s address.

Establishment activities.

Without prejudice to the Personal Data Protection Law, any person may request from the Registrar a detailed data extract containing the following:

Data relating to the Establishment and its partners.

Data relating to the Establishment’s managers or BOD.

Article (22): Correction of Errors

If the Registrar discovers an error—whether spelling, arithmetic, or procedural—during the registration or amendment process, the error shall be corrected within five (5) business days from the date on which the error is discovered or from the date on which a request for correction is submitted by the Establishment’s manager, chairman of the BOD, chairman of the board of managers, or legal representative.

If the Registrar makes the correction on its own initiative, it shall notify the Establishment of the details of the correction within five (5) business days from the date thereof.

Article (23): Registration of Final Judgments

The competent judicial authority shall notify the Registrar, within thirty (30) days from the date of issuance, of any of the following final judgments and resolutions:

Judgments or resolutions approving judicial filing regarding the opening or termination of any bankruptcy procedures.

Judgments for the dissolution, liquidation, or nullification of companies, and the appointment or dismissal of liquidators.

Judgments terminating or completing liquidation procedures.

Rehabilitation judgments for investors.

Judgments and resolutions imposing interdiction, trusteeship, or the appointment or dismissal of representatives for absent persons, or lifting such interdiction.

Judgments and resolutions granting permission to a minor or the minor’s representative to engage in trade, or withdrawing or restricting such permission.

Judgments imposing penalties prohibiting the Establishment from practicing its business.

Judgments removing shareholders or dismissing the manager, board of managers, or BOD.

Judgments relating to judicial receivership and the determination of the heirs of an investor.

The purport of these judgments and resolutions shall be recorded in the Companies Register upon notification thereof.

Article (24): Statement of Violations

Each of the following shall be deemed a violation of the provisions of the Rules:

An investor who provides incorrect data for registration in the Companies Register.

An Establishment that fails to comply with Article (5), Article (6), Paragraph (2) of Article (7), Paragraph (2) of Article (10), Article (14), or Article (19) of the Rules.

Article (25): Detection of Violations

Employees designated by a resolution from the Board shall be responsible for detecting violations of the provisions of these Rules, and they shall have the status of enforcement officers, and the resolution shall specify their powers.

Upon detecting violations of the provisions of the Rules, the enforcement officer shall adhere to the following:

Presenting proof of official capacity and stating the purpose of the visit when performing their duties.

Exercising due diligence when performing duties and executing them with impartiality, integrity, and confidentiality.

Disclosing any relationship or conflict of interest, if any.

Refraining from visiting the Establishment for inspection purposes outside their daily working hours.

Exercising the powers granted under these Rules.

Imposing penalties for violations specified by a resolution from the Board. Such penalties may be imposed directly without referral to the Committee.

Article (26): The Committee

A competent committee shall be formed by a resolution from the Board to consider the violations specified in Article (24) of these Rules and impose any penalties specified in Article (27) of these Rules. The Board may determine violations for which administrative penalties may be imposed directly without referral to the Committee.

Article (27): Corrective Measures and Administrative Penalties

If it is established that the investor has committed any of the violations set forth in Article (24) of these Rules, the Committee may, in addition to or instead of the prescribed penalty, take any of the following measures:

Warn the investor.

Obligate the investor to take necessary steps to avoid the occurrence of the violation in the future.

Obligate the investor to take necessary corrective measures to remedy the effects of the violation.

Issue a resolution to correct the data registered in the Companies Register.

Suspend registration for a period determined by the Committee, not exceeding one year. The Registrar shall record the suspension resolution in the Companies Register, resulting in the suspension of all licenses issued for the suspended registration.

Upon expiry of the period referred to in Paragraph (5) of this Article, if the Establishment has failed to take the required action, ECZA may request the shareholders to dissolve the company or request the competent judicial authority to do the same.

Article (28): Grievance against Resolutions

Anyone against whom a resolution has been issued pursuant to the provisions of these Rules shall have the right to file a grievance against it in accordance with the relevant laws and regulations.

Article (29): Financial Consideration

The Board shall determine the financial consideration for services related to the Companies Register in accordance with the relevant legal procedures.

Article (30): Periodic Review

These Rules shall be reviewed periodically, and amendments shall be approved by a resolution from the Board.

Article (31): Obligations of Existing Establishments upon Entry into Force

An Establishment existing at the time of entry into force of the Rules shall be obligated to disclose the UBO data to ECZA within a period ending on the due date for renewing the CR Certificate. ECZA may—at its discretion—request confirmation at any time.

Article (32): Publication and Effectiveness

These Rules shall be published in the Official Gazette and shall enter into force from the date of their publication.

Economic Cities and Special Zones Authority