Trade Name 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: Trade Name Rules in Special Economic Zones (SEZs).

Relevant Entity: The entity designated under the Council of Ministers’ Resolution No. (233), dated 29/3/1444 AH, which provides for the establishment of the SEZ.

SEZ/SEZs: The Special Economic Zone 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.

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.

Exemptions and Incentives: The exemptions and incentives granted to the Zone under the Council of Ministers’ Resolution No. (233) dated 29/03/1444 AH, and any amendments thereto or replacements thereof.

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

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

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

Trade Name: The name used by the Licensed Establishment in practicing its business to distinguish it from other establishments inside and outside the SEZ.

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 (CR) Certificates issued in the SEZ are recorded.

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

Reservation: A procedure allowing the retention of a specific trade name for a temporary period prior to its registration in the Companies Register.

Registration: Recording establishments’ data and any modifications thereto in the Companies Register and publishing them therein.

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 obtained the approval of the Relevant Entity and the requirements for registration in the Companies Register, including the Establishment's electronic QR code.

The Committee: The committee competent to consider 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 ECZA’s Law and the SEZ Regulations shall apply to the terms and expressions provided for in these Rules.

Article (2): Purpose of the Rules

These Rules aim to regulate the procedures for reserving trade names, enhance their value, and ensure their protection and the rights associated therewith in the SEZ.

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): Obligation to Adopt and Register a Trade Name

Every Establishment shall adopt a trade name and register it in the Companies Register to obtain a CR Certificate.

A trade name may be temporarily reserved with the Registrar without registering the trade name in the Companies Register. The reservation period shall be sixty (60) business days from the date the Registrar accepts the application. The applicant for reservation may request an extension of this period before its expiry for one or more similar periods, and extension requests shall be subject to the Registrar's discretion.

The reserved trade name may not be used or disposed of except after its registration in the Companies Register.

Article (5): Formation of the Trade Name

The trade name shall be derived from the investor's personal name, a distinctive name, or a combination thereof. It shall consist of Arabic or Arabized words, or Arabic letters or numbers.

The trade name shall be directly followed by the letters (م. إ. خ) or (SEZ). The Authority may grant exceptions to companies and their branches as it deems appropriate.

A trade name may consist of words, letters, or numbers in a non-Arabic language. Where the reservation or registration of a trade name consisting of numbers is requested, it shall not exceed nine (9) digits.

A trade name may be reserved or registered in English or another language. Upon reserving or registering a trade name in any language other than Arabic in the Companies Register, the name shall be accompanied by its equivalent in Arabic letters.

The Registrar may request a certified translation of the trade name if registration is requested in a language other than Arabic.

A family name may be reserved or registered as a trade name in accordance with the provisions of these Rules, provided that the beneficiary of the reservation or registration carries the same family name appearing on their ID, or a compound name consisting of the investor's first and second names along with their family name.

The provisions set forth in Paragraph (5) of this Article shall apply to applications for transferring ownership of a trade name containing a family name.

Article (6): Reservation or Registration of the Name "Saudi Arabia" and Names of Cities

The name “Saudi Arabia” or the names of cities in KSA may be reserved or registered subject to the following controls:

The name must not be identical or similar to the name of any government entity or the like.

The name must not constitute the principal component or essential element of the trade name.

When reserving or registering the name, the investor shall undertake not to harm, distort, or otherwise prejudice the reputation of the KSA or its cities.

The provisions of paragraph (1) of this Article shall apply to applications for transferring ownership of a trade name containing the name “Saudi Arabia” or the names of cities.

The provisions of Paragraph (1) of this Article shall not apply to a reservation or registration application submitted by any government entity, or by any entity subject to a specific regulation, or to companies in the event of a merger where one of the merging companies bears the name "Saudi Arabia" or a city name.

Article (7): Application for Trade Name Reservation

An application for the reservation or registration of a trade name shall be submitted to the Registrar and shall include the following information:

The trade name that the investor wishes to reserve.

The name of the beneficiary of the reservation, their national ID or Iqama number, mobile number, and email address, if any.

The name of the applicant for reservation, their national ID or Iqama number, mobile number, and email address, if any.

The Registrar shall decide on an application containing all required information within ten (10) days from the date of its submission.

The Registrar may extend the period for deciding on an application for the reservation or registration of a trade name for a period not exceeding thirty (30) days.

The Registrar shall publish the trade name approved for reservation or registration in the Companies Register, including the following information:

The trade name.

The name of the beneficiary of the reservation.

The date of reservation. The applicant for the reservation or registration shall bear the applicable publication fees, if any.

Where more than one application is submitted for the reservation or registration of a trade name, priority shall be given to the application submitted first.

If an application is rejected, the resolution shall state the reasons for rejection, and the applicant for the reservation or 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 reserved trade name may not be used or disposed of except after its registration in the Companies Register.

Article (8): Protection of the Trade Name

No other person may use the trade name reserved or registered for the Establishment in accordance with the provisions of these Rules.

An Establishment whose trade name is registered in the Companies Register shall have the right to claim compensation for damages resulting from any unauthorized use of its trade name before the competent judicial authority.

Article (9): Prohibited Names

It is prohibited to reserve or register a trade name that violates public order or public morals, leads to deception, or is prohibited from use under relevant statutory provisions. This includes cases where the name:

Is similar to a trade name reserved or registered in the Companies Register in the Zone, the Zones, or other regions of the KSA, regardless of the type of activity, in accordance with the standards for trade name similarity and distinguishing features set forth in the Rules.

Is similar to an internationally well-known trade name or trademark, or similar to a registered or well-known trademark in the Zone, the Zones, or other regions of the KSA, unless the trademark is owned by the applicant.

Contains a political, military, or religious meaning, connotation, or content.

Is similar to a name, honorary badge, or symbol of any local, regional, or international organization or any of its institutions.

ECZA shall establish a list of the most prominent names prohibited from being reserved or registered as trade names pursuant to Paragraph (1) of this Article, and shall update it periodically.

Article (10): Trade Name Similarity Criteria

A trade name shall be deemed similar to another trade name if its orthographic form is similar to a trade name that is reserved, registered, or internationally well-known, based on criteria determined by the Registrar, including the following:

Identical orthography with a difference in word order.

Identical orthography with a difference of a single letter.

Identical orthography with the addition, deletion, or modification of pronouns, dual forms, plural forms, or the definite article.

The pronunciation of the number or letter is Identical to that of the written word, or vice versa.

The provisions of Paragraph (1) of this Article shall apply to the trade name in English based on its equivalent in Arabic letters.

The Registrar may accept an application for the reservation or registration of a trade name, but shall reject the application if it is found to be similar to another reserved or registered trade name.

ECZA shall establish a list of the most prominent names that are not deemed distinctive for a trade name in accordance with the provisions of this Article, and shall update it periodically.

Article (11): Display of the Trade Name

The Establishment must display its trade name on the facade of its premises according to its nature, and include it in all its documents, correspondence, and publications.

Article (12): Amendment of the Trade Name

An Establishment registered in the Companies Register may amend its trade name after fulfilling the conditions and procedures; the conditions and procedures for requesting the amendment of a registered trade name shall be the same as those required when submitting an application to register a new trade name.

The amendment shall take effect from the date of its registration in the Companies Register, without prejudice to any rights and obligations that arose prior to its amendment.

Article (13): Disposal of the Trade Name

The Establishment may dispose of the registered trade name independently of the Establishment in accordance with the mechanisms established by ECZA.

Disposal of the trade name shall not be effective except after its registration and publication in the Companies Register.

Rights and obligations previously incurred under this trade name shall not transfer to the person to whom the name is transferred upon disposing of the trade name by transferring its ownership, unless expressly provided otherwise in the disposal agreement.

Article (14): Effect of Transferring Ownership of the Trade Name with the Establishment

Rights and obligations previously incurred under this trade name shall transfer to the person to whom the name is transferred along with the Establishment, unless agreed otherwise.

The predecessor and successor shall remain jointly liable to the creditors, and any agreement to the contrary shall not be effective against them except after their consent; no claim regarding the successor's liability for the predecessor's obligations shall be heard after five (5) years from the date of transfer of ownership.

Article (15): Cancellation of Trade Name Reservation

The Registrar shall cancel—on its own initiative or upon the request of an interested party—the reservation of a trade name in either of the following two cases:

If it violates public order or public morals, leads to deception, or is prohibited from use under relevant statutory provisions.

Expiration of the reservation period without extension.

The Registrar shall notify the person whose trade name reservation has been cancelled in accordance with the Rules.

Article (16): Striking Off the Trade Name Registration

The Registrar shall strike off—on its own initiative or upon the request of an interested party—the registration of a trade name in any of the following cases:

If it violates public order or public morals, leads to deception, or is prohibited from use under relevant statutory provisions.

If a final resolution or judgment is issued ordering its striking off.

If the registration is struck off in the Companies Register.

The Registrar shall notify the person whose trade name registration has been struck off in accordance with the Rules.

Anyone whose trade name registration has been struck off pursuant to Sub-paragraphs (a) and (b) of Paragraph (1) of this Article must register a replacement trade name for the struck-off trade name within thirty (30) business days from the date of notification.

If the investor whose trade name registration was struck off fails to register a name within the period referred to in Paragraph (3) of this Article, the Registrar shall strike off the trade name and record in its place the registration number in the Companies Register for an investor that is a legal person.

The Registrar shall reserve the trade name for the investor whose registration in the Companies Register was struck off pursuant to Sub-paragraph (c) of Paragraph (1) of this Article; the Registrar must reserve the trade name for a period of sixty (60) business days, and the investor may extend the reservation and may use it or dispose of it after its registration in the Companies Register.

Article (17): Statement of Violations

The following shall be deemed violators:

Anyone who uses a reserved or registered trade name in violation of the provisions of these Rules.

Anyone who fails to comply with the provisions of Paragraph (1) of Article (4), Paragraph (1) of Article (9), Article (12), or Paragraph (3) of Article (16) of these Rules.

Article (18): Detection of Violations

The detection of violations of the provisions of the Rules shall be undertaken by inspectors designated by a resolution from the Board, who shall have the capacity of law enforcement officers.

When detecting violations of the provisions of the Rules, the enforcement officer must comply with the provisions of the Rules, the Regulations, and relevant resolutions, in addition to the following:

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

Exercising due diligence when performing their duties, and carrying them out with impartiality, honesty, and confidentiality.

Disclosing any relationship or any conflict of interest, if any.

Refraining from visiting establishments for detection purposes outside their daily working hours.

Exercising the powers vested in them under the Rules.

Article (19): The Committee

A committee shall be formed by a resolution from the Board to be competent to examine the violations set forth in Article (17) of the Rules and impose the penalty set forth in Article (16) of the Rules; the Board may determine the violations for which administrative penalties may be imposed directly without referral to the Committee.

Article (20): Corrective Actions

If it is established that the Establishment has committed any of the violations set forth in Article (17) of the Rules, the Committee shall have the right to take any of the following:

Warning the Establishment.

Obligating the Establishment to take the necessary steps to avoid the occurrence of the violation in the future.

Obligating the Establishment to take the necessary corrective steps to address the effects of the violation.

Article (21): Grievance against Resolutions

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

Article (22): Means of Communication and Notification

Communications and notifications set forth in the Rules shall be deemed legally effective if served by one of the following means:

SMS sent to the registered mobile phone number.

The registered email address.

Any of the accounts registered in government automated systems.

Licensed postal services through the Establishment’s address stated in the registration application, or the National Address; notification thereby shall be deemed effected upon provision of a notice from the postal service provider confirming delivery of the notification to the address.

Article (23): Financial Consideration

The Board shall determine the financial consideration for services related to trade names in accordance with the relevant statutory procedures.

Article (24): Periodic Review

The Rules shall be reviewed periodically, and amendments shall be adopted by a resolution from the Board.

Article (25): Publication and Entry into Force

The 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