Issued by …
Published in Umm Al-Qura 5050 issued on 4 October 2024.
Categories
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The Trade Names Law
Issued by Royal Decree D/83 Approving the Commercial Register Law and the Trade Names Law
Chapter One
General Provisions
Article 1
Definitions
The following words and phrases—wherever they appear in this law—shall have the meanings assigned to each of them:
Law: The Law of Trade Names.
Regulation: The executive regulation of the law.
Ministry: The Ministry of Commerce.
Minister: The Minister of Commerce.
Trade name: The name used by a merchant in practising his commercial activities to distinguish him from other merchants.
Merchant: A natural or legal person who meets the description of a merchant in accordance with the Commercial Law.
Commercial Register: A register containing merchant data through a central electronic database.
Registrar: The government agency specified by the minister to manage the Commercial Register.
Article 2
Objectives
The law aims to enhance confidence in the commercial environment by regulating the procedures for reserving trade names and registering them in the Commercial Register, enhancing their value, and ensuring their protection and the protection of the rights related to them.
Chapter Two
Trade Name, Reservation, and Registration Provisions
Article 3
Obligation to Adopt and Register the Trade Name
1. Every merchant shall adopt a trade name and register it in the Commercial Register.
2. It is permitted for the trade name to be reserved for a temporary period with the registrar without registering it in the Commercial Register. The regulation must specify the duration of the reservation and its controls.
Article 4
Trade Name
Composition
1. The trade name must be adopted from the personal name of the merchant, a distinctive name, or both. It must consist of one or more Arabic or Arabized words or Arabic letters or numbers.
2. It is permitted for the trade name to consist of one or more words, letters, or numbers in a language other than Arabic.
3. The regulation must specify the provisions specific to this article, including the non-Arabic language of the trade name, the method of displaying the trade name in the Commercial Register, and the provisions for reserving and registering the name “Saudi Arabia”; the names of cities, regions and public places; and family names as trade names.
Article 5
Application to Reserve or Register a Trade Name
1. An application for reserving or registering a trade name must be submitted to the registrar, including the data specified in the regulation.
2. The registrar shall decide on the application that meets the required data within ten days from the date of its submission. The registrar may, in cases specified by the regulation, extend this period.
3. The registrar shall publish the trade name that has been accepted for reservation or registration in the manner specified by the regulation, and the reservation or registration applicant shall bear the financial cost of the publication, if any.
4. If there is more than one application to reserve or register a trade name, priority is given to the earlier to submit the application.
5. In the event that the application is rejected, the decision must be reasoned, and the reservation or registration applicant must be notified of this as specified in the regulation, and he has the right to file a grievance to the ministry within sixty days from the date of his notification of the rejection.
Article 6
Trade Name
Protection
1. It is prohibited for any other person to use the trade name reserved or registered for the merchant in accordance with the provisions of the law, taking into account other relevant laws.
2. The merchant, whose trade name is registered in the Commercial Register, has the right to demand compensation from the person who used his trade name for the damage that resulted from the use, before the competent court.
Article 7
Prohibited
Names
1. It is prohibited to reserve or register a trade name that violates public order or public morals, leads to deception, or whose use is prohibited based on relevant legal provisions, including if the name is:
(a) It resembles a trade name reserved or registered in the Commercial Register, regardless of the type of activity. The regulation must specify the criteria for similarity of trade names and the points of distinction between them.
(b) It is similar to a globally famous trade name or trademark, or is similar to a registered or famous trademark in the Kingdom, unless the trademark is owned by the applicant.
(c) It contains a political, military, or religious meaning, connotation, or content.
(d) It resembles a name, badge of honor, or symbol of any organization—local, regional, or international—or one of its institutions.
2. The ministry shall prepare a list of the most prominent names that are prohibited from being reserved or registered as trade names in accordance with paragraph 1 of this article, which must be updated periodically.
Article 8
Display of the Trade Name
The merchant shall display his trade name on the front of the place where he practices his commercial business, according to its nature, and shall include it in all his documents, correspondence and printed materials.
Article 9
Trade Name
Amendments
A merchant registered in the Commercial Register may amend his trade name after fulfilling the conditions and procedures stipulated in the law and regulation. The amendment is effective from the date of his registration in the Commercial Register, without prejudice to the rights and obligations that arose before its amendment.
Article 10
Trade Name Disposition
1. The merchant may dispose of the registered trade name independently of the store, and the regulation must specify the provisions for this.
2. The disposition of the trade name is not executed until it is registered and published in the Commercial Register.
Article 11
Effect of Transferring Ownership of the Trade Name with the Store
The rights and obligations previously established under this name are transferred to the person to whom the trade name and store are transferred, unless otherwise agreed. However, the predecessor and successor remain jointly liable to the creditors, and no agreement to the contrary shall apply in regard to their rights except after their consent. A lawsuit for the liability of the successor for the obligations of the predecessor is not to be heard after five years from the date of the transfer of ownership.
Chapter Three
Cancellation and Striking Off and Their Cases
Article 12
Cancellation of Trade Name Reservation
The registrar shall cancel—on its own accord or upon the request of an interested party—the reservation of the trade name in any of the following two cases:
- If it violates public order or public morals, leads to deception, or is prohibited from being used based on the relevant legal provisions.
- Expiry of the reservation period without extension.
The registrar shall notify the person whose trade name reservation has been cancelled as specified in the regulation.
Article 13
Striking Off the Trade Name Registration
1. The registrar shall strike off—on its own accord or upon the request of an interested party—the registration of the trade name, in any of the following cases:
(a) If it violates public order or public morals, leads to deception, or is prohibited from being used based on the relevant legal provisions.
(b) If a final decision or judgment is issued to strike it off.
(c) If the registration in the Commercial Register is struck off.
The registrar shall notify the person whose trade name registration has been struck off as specified in the regulation.
2. Whoever has his trade name struck off in accordance with paragraphs 1(a) and (b) of this article shall register a trade name in place of the struck-off trade name as specified in the regulation.
3. The registrar shall reserve the trade name of the merchant whose registration in the Commercial Register has been struck off in accordance with paragraph 1(c) of this article, as specified in the regulation.
Chapter Four
Violations
Article 14
Statement of Violations
1. Without prejudice to any penalty stipulated in another law, a fine not exceeding fifty thousand Riyals must be imposed against anyone who:
(a) Uses a reserved or restricted trade name in violation of the provisions of the law.
(b) Does not comply with the provisions of article 3(1), article 6(1), article 8, or article 13(2) of the law.
2. It is permitted to double the fine in the event of repetition. Repetition takes place by committing the same violation proven by a final decision within three years from the date of issuance of the decision.
3. The amount of the fine must be determined based on the seriousness of the violation, its circumstances, context, effects, and the size of the facility.
The regulation must specify the classification schedule of violations.
Article 15
Policing Violations
1. Any violations of the provisions of the law must be policed by employees appointed by a decision issued by the minister, and they must have enforcement capacity.
2. The minister shall issue rules regulating the work and duties of the employees referred to in paragraph 1 of this article.
3. The minister shall issue the rules for granting financial rewards to employees who uncover violations stipulated in the law, in agreement with the Ministry of Finance and the Ministry of Human Resources and Social Development.
Article 16
The Committee for the Consideration of Violations
A committee or more must be formed by a decision of the minister, consisting of no less than three members, headed by a person with legal qualifications, and it is responsible for examining violations and imposing the penalty stipulated in article 14 of the law. The minister has the right to determine the violations for which direct penalties may be imposed without referring them to the committee. The rules of operation of the committee must be issued, and the remuneration of its chairman, members, and secretariat must be determined by a decision by the minister.
Article 17
Alternative Procedures
If it is proven that the merchant has committed any of the violations mentioned in article 14 of the law, the committee has the right to take—in addition to the prescribed penalty or instead of it—any of the following:
1. Warning the merchant.
2. Requiring the merchant to take the necessary steps to avoid the occurrence of the violation in the future.
3. Requiring the merchant to take the necessary corrective steps to address the effects of the violation.
Article 18
Filing Grievances Against Decisions
A person against whom a decision is issued based on the provisions of the law has the right to file a grievance against it before the competent court within thirty days from the date of notification, as specified in the regulation.
Chapter Five
Final Provisions
Article 19
Assignment of Tasks
The minister may seek assistance from public or private entities to carry out the tasks assigned to the registrar, and he may assign some of them to those entities.
Article 20
Arabic Language Experts Platform
The ministry shall encourage the use of the Arabic language to enhance the Arabic trade names database through a platform for Arabic language experts, in which the details of the experts are recorded, and their work is displayed to the public in accordance with the controls and procedures specified by the regulation.
Article 21
Fees
The regulation must determine the fees for the services provided by the registrar in the implementation of the provisions of the law.
Article 22
Issuance of the Regulation
The minister shall issue the regulation within one hundred and eighty days from the date of publication of the law in the Official Gazette, and it becomes effective from the date of its entry into force.
Article 23
Entry into Force of the Law
The law hereby replaces the Trade Names Law, issued by Royal Decree D/15 dated 12 Sha’ban 1420 [21 November 1999], and becomes effective after one hundred and eighty days from the date of its publication in the Official Gazette.
Published in Umm Al-Qura 5050 issued on 4 October 2024.
Issued on: 19 Rabi Al-Awwal 1446
Corresponding to: 23 September 2024
Published in Umm Al-Qura 5050 issued on 4 October 2024.
The Minister of Environment, Water, and Agriculture,
based on the powers granted to him by law and after perusal of Royal Order 32043 dated 5 Jumada Al-Awwal 1444 [29 November 2022], approving that a number of government entities, including this ministry, review the laws, regulations, decisions, and their equivalent, that relate to violations, penalties, fines, assessment and collection mechanisms, and objections, and propose the necessary amendments to them, and referring to the matters presented by the undersecretary of the ministry for agriculture, regarding the draft amendment to the text of article 1 of the Executive Regulation of the Agriculture Law, issued by Ministerial Decision 14967 / 1 / 1444 dated 15 Muharram 1444 [13 August 2022], by adding the definition of “serious violation”, and as required by the interest of work,
hereby decides
First
The amendment to the Executive Regulation of the Agriculture Law is hereby approved by adding the definition of “serious violation” to article 1 of the Executive Regulation of the Agriculture Law as follows:
Serious violation: Actions mentioned in article 28 of the law and actions relating to fraud and deception or those that result in serious harm to humans, animals, plants, public health, the environment, or the public utilities.
Second
This decision comes into force on the date of its publication in the Official Gazette, and must be communicated to those concerned to implement and act upon it.
May Allah provide success.
Minister of Environment, Water, and Agriculture
Abdulrahman bin Abdulmohsen Al-Fadley
Issued on: 15 Rabi Al-Awwal 1446
Corresponding to: 19 September 2024
Published in Umm Al-Qura 5060 issued on 13 December 2024.
Issued on: 15 Rabi Al-Awwal 1446
Corresponding to: 19 September 2024
Published in Umm Al-Qura 5050 issued on 4 October 2024.
Issued on: 15 Rabi Al-Awwal 1446
Corresponding to: 19 September 2024
Published in Umm Al-Qura 5050 issued on 4 October 2024.
The Acting President of the Transport General Authority,
based on the powers entrusted to him by law,
after perusal of the Public Transport on Roads of the Kingdom of Saudi Arabia Law issued by Royal Decree D/25 dated 21 Jumada Al-Thani 1397 [9 June 1977],
after perusal of the Transport General Authority Law issued by Council of Ministers Decision 323 dated 14 Ramadan 1434 [22 July 2013] and its amendments,
after perusal of the Regulation Governing the Activity of International Passenger Bus Transport approved by Decision 448 of 24 Rabi Al-Awwal 1444 [20 October 2022] and its amendments,
and in pursuance of public interest,
hereby decides
First
The Conditions and Requirements of the Local Agent of the Non-Saudi Carrier Practicing the Activity of International Passenger Transport by Buses are hereby approved in accordance with the form attached.
Second
This decision becomes effective 90 (ninety) days from the date of its publication.
Third
The original copy of this decision must be sent to the undersecretary of the authority for land transport to notify those who are required to implement its provisions.
May Allah provide success.
The Acting President of the Transport General Authority,
Rumaih bin Mohammed Al-Rumaih
Issued on: 14 Rabi Al-Awwal 1446
Corresponding to: 18 September 2024
Published in Umm Al-Qura 5052 issued on 18 October 2024.
The Council of Ministers,
after perusal of Royal Court File 1758 dated 8 Muharram 1446 [15 July 2024], regarding the draft Law of Real Estate Transaction,
after perusal of the aforementioned draft law,
after perusal of Royal Order O/84 dated 14 Safar 1442 [2 October 2020],
after perusal of the Income Tax Law issued by Royal Decree D/1 dated 15 Muharram 1425 [26 February 2004],
after perusal of the Value Added Tax Law issued by Royal Decree D/113 dated 2 Dhu Al-Qa’dah 1438 [26 July 2017],
after perusal of the Bureau of Experts at the Council of Ministers Minutes 502 dated 21 Dhu Al-Hijja 1443 [21 July 2022], and Memorandums 194 dated 13 Muharram 1444 [11 August 2022], 355 dated 8 Safar 1444 [5 September 2022], 2262 dated 24 Rajab 1444 [15 February 2023], 1427 dated 25 Rabi Al-Thani 1445 [9 November 2023], 2682 dated 27 Rajab 1445 [7 February 2024], 4186 dated 5 Dhu Al-Hijja 1445 [12 June 2024], and 504 dated 9 Safar 1446 [15 August 2024],
after perusal of Council of Economic and Development Affairs Recommendation 18-10/45/R dated 19 Sha’ban 1445 [29 February 2024],
after perusal of Shura Council decision 460/43 dated 3 Muharram 1446 [10 July 2024],
and after perusal of the General Committee of the Council of Ministers Recommendation 2123 dated 30 Safar 1446 [5 September 2024],
hereby decides
First
The Law of Real Estate Transaction Tax is hereby approved in the form attached.
Second
The competent judicial authority stipulated in article 17 of the law—referred to in clause First of this decision—is the primary and appeal committees that are stipulated in the Income Tax Law, issued by Royal Decree D/1 dated 15 Muharram 1425 [7 March 2004].
Third
The Zakat, Tax and Customs Authority shall apply the provisions stipulated in articles 73, 74, and 75 of the Income Tax Law—issued by Royal Decree D/1 dated 15 Muharram 1425 [7 March 2004]—to the tax dues of the authority in accordance with the provisions of the Law referred to in clause First of this decision.
Fourth
1. The concerned parties who have made any undocumented real estate transaction before the effective date of the real estate transaction tax on 14 Safar 1442 [2 October 2020], are granted a period of one Hijri year from the effective date of the system—referred to in clause First of this decision—to rectify their status and document the real estate transactions they have made in accordance with the relevant regulatory provisions, provided that the date of the real estate transaction is proven before the competent authority. The Minister of Justice and the Chairman of the Board of Directors of the Zakat, Tax and Customs Authority shall agree on the controls for implementing this paragraph, and they shall submit all that requires taking action in this regard.
The period referred to in this paragraph may be extended by a decision by the Council of Ministers based on a proposal from the Chairman of the Board of Directors of the Zakat, Tax and Customs Authority.
2. Any partner in a company who has made a real estate transaction—represented by transferring the property in the name of the company without documenting it—is granted a period of one Hijri year from the effective date of the system referred to in clause First of this decision, to document the transaction and provide the Zakat, Tax and Customs Authority with proof of it. This period may be extended by a decision by the Council of Ministers based on a proposal from the Chairman of the Board of Directors of the Zakat, Tax and Customs Authority. In this case, the real estate transaction is exempt from the real estate transaction tax, provided that the real estate subject to the transaction is registered within the assets of the company before the real estate transaction tax comes into effect, and that the person conducting the transaction submits audited financial statements or an accredited certificate—from a licensed chartered accountant—proving that the real estate is included in the assets of the company before the real estate transaction tax comes into effect and up to the date of the transaction.
Fifth
Without prejudice to the provisions of the law—referred to in clause First of this decision—the following are exempt from real estate transaction tax:
1. Real estate transactions carried out in implementation of lease-to-own contracts and financial leasing contracts, concluded before the effective date of real estate transaction tax on 14 Safar 1442 [2 October 2020].
2. Real estate transactions that were subject to value-added tax before being documented, if the documentation was done after the provisions of the Law of Real Estate Transaction came into effect.
Sixth
Confirming that real estate supplies subject to real estate transaction tax are exempt from value added tax.
A draft royal decree has been prepared in the form attached.
Seventh
The Zakat, Tax and Customs Authority shall, after the lapse of three years from the entry into force of the law—referred to in clause First of this decision—review the mechanism for calculating the real estate transaction tax, and that this must include examining the extent to which it is appropriate to calculate it on the basis of brackets or categories according to the use of the property (residential, commercial, agricultural, etc.) and its location, and submit its findings in this regard.
The Prime Minister
Issued on: 14 Rabi Al-Awwal 1446
Corresponding to: 18 September 2024
Published in Umm Al-Qura 5051 issued on 11 October 2024.
The Council of Ministers,
after perusal of the Royal Court File 74905 dated 16 Shawwal 1445 [25 April 2024], which includes the Minster of Commerce Letter 4277, dated 9 Safar 1443 [17 September 2021], regarding the drafts of the Commercial Register Law and the Trade Names Law,
after perusal of the aforementioned draft of the Commercial Register Law,
after perusal of the aforementioned draft of the Trade Names Law,
after perusal of the Commercial Register Law, issued by Royal Decree D/1 dated 21 Safar 1416 [20 July 1995],
after perusal of the Trade Names Law, issued by Royal Decree D/15 dated 12 Sha’ban 1420 [21 November 1999],
after perusal of the System of the Saudi Center for Economic Affairs, issued by Council of Ministers Decision 456 dated 11 Sha’ban 1440 [17 April 2019],
after perusal of Royal Order 39929 dated 28 Jumada Al-Thani 1443 [1 February 2022],
after perusal of the Bureau of Experts at the Council of Ministers Memorandums 1647 dated 9 Jumada Al-Awwal 1445 [22 November 2023], 2114 dated 12 Jumada Al-Thani 1445 [25 December 2023], 3949 dated 19 Dhu Al-Qa’dah 1445 [27 May 2024], and 775 dated 2 Rabi Al-Awwal 1446 [6 September 2024],
after perusal of the Council of Economic and Development Affairs Recommendation 1-8/45/R dated 15 Jumada Al-Thani 1445 [28 December 2023],
after considering Shura Council Decision 265/25 dated 13 Shawwal 1445 [22 April 2024],
and after perusal of the General Committee of the Council of Ministers Recommendation 2508 dated 13 Rabi Al-Awwal 1446 [17 September 2024],
hereby decides
First
The Commercial Register Law is hereby approved in the form attached.
Second
The Trade Names Law is hereby approved in the form attached.
Third
Those registered in the Commercial Register are granted a grace period of five years starting from the effective date of the law referred to in clause First of this decision, to rectify the status of their sub-commercial registrations. All their sub-registrations must be deleted at the end of such grace period, according to a mechanism determined by the Ministry of Commerce.
Fourth
The provisions of the law—referred to in clause Second of this decision—do not prejudice trade names registered prior to its entry into force, as determined by the Ministry of Commerce.
A draft royal decree has been prepared in the form attached.
Fifth
The financial consideration—mentioned in article 27 of the law referred to in clause First of this decision and in article 21 of the law referred to in clause Second of this decision—must be determined in agreement with the Ministry of Finance and the Non-Oil Revenue Development Center, until the Central Committee for Fees and Financial Considerations formed based on Royal Court Telegram 83347 dated 2 Dhu Al-Hijja 1444 [21 June 2023] begins its work.
Sixth
The Ministry of Commerce shall take into account the provisions of Royal Order 39929 dated 28 Jumada Al-Thani 1443 [1 February 2022], when preparing the executive regulations for the law referred to in clause Second of this decision.
Seventh
The Saudi Center for Economic Business—in coordination with the Ministry of Commerce, the Ministry of Investment, and the Saudi Authority for Intellectual Property—shall consider the appropriateness of establishing a comprehensive and unified economic platform that suits all business sectors in the Kingdom, based on its competence referred to in article 4(2) of its system issued by Council of Ministers Decision 456 dated 11 Sha’ban 1440 [17 April 2019], and submit what is necessary.
The Prime Minister
Issued on: 14 Rabi Al-Awwal 1446
Corresponding to: 18 September 2024
Published in Umm Al-Qura 5050 issued on 4 October 2024.
