Decree

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Published in Umm Al-Qura 5042 issued on 9 August 2024.

Note: The following text is a public domain translation published by the Ministry of Investment. It has not been reviewed by Decree.

Arabic

Issued by Royal Decree D/19.

The Investment Law

Article 1
Definitions

In this Law, the following words and phrases shall have the meanings assigned thereto, unless the context requires otherwise:

Law: Investment Law.

Regulations: Implementing Regulations of this Law.

Competent Authority: Any ministry or public agency with an independent legal personality.

Ministry: Ministry of Investment.

Minister: Minister of Investment.

Investment: The use of capital to establish, expand, develop, finance, manage, or partially or fully own an investment project in the Kingdom for the purpose of economic gain.

Capital: Any asset which has a material value, whether cash, in-kind, or intangible, as specified in the Regulations, including the following in particular:

(a) Company shares and interests.

(b) Contractual rights.

(c) Fixed or movable assets.

(d) Intellectual property rights.

(e) Rights granted under any law, such as licenses, permits, or the like.

Capital shall not include loans, bonds, financing sukuk, and public and private debt instruments.

Investor: A local or foreign investor.

Local Investor: A natural or legal person of Saudi nationality who engages in investment.

Local Investor: A natural or legal person of Saudi nationality who engages in investment.

Foreign Investor: A natural or legal person who engages in investment, and who is not deemed a local investor in accordance with the provisions of this Law.

Investment Incentives: The benefits, facilitations, or exemptions granted to an investor to encourage him to engage in investment, in accordance with relevant legal provisions.

List of Excluded Activities: A list of activities the investment therein by foreign investors is prohibited or restricted, as provided for in Article 8 of this Law.

Recognized Currency: Any currency recognised by the Saudi Central Bank.

Article 2
Purpose of the Law

This Law aims to develop and enhance the competitiveness of the investment environment in the Kingdom, contribute to economic development, and create job opportunities by providing an attractive investment climate, in accordance with relevant laws; this shall include the following:

1․ Facilitating the establishment of investments, ownership of assets therein, and the exit therefrom or liquidation thereof.

2․ Guaranteeing and promoting the rights of investors.

3․ Guaranteeing equal treatment for local and foreign investors.

4․ Ensuring transparent, efficient, and fair procedures for investors and their investments.

5․ Promoting the principle of competitive neutrality and fairness and ensuring equal opportunities in investments.

Article 3
Freedom of Investment

Without prejudice to the provisions of Articles 8 and 9 of this Law and the provisions of relevant laws, an investor may engage in investment in any sector or activity available for investment.

Article 4
Rights of Investors

1․ Without prejudice to the provisions of relevant laws, an investor shall have the following rights:

(a) He shall be treated equally to other investors, and local and foreign investors shall be treated equally, under similar circumstances.

(b) He shall be treated fairly and justly.

(c) His investment may not be fully or partially confiscated except pursuant to a final judicial ruling, nor may such investment be directly or indirectly expropriated except for public interest, in accordance with legal procedures, and in return for a fair compensation.

(d) He shall have the right to transfer his funds within or outside the Kingdom without delay; this shall include, but shall not be limited to, transferring the proceeds of his investment and the profits gained therefrom as well as the proceeds of the sale or liquidation thereof through legal channels using any recognized currency, and disposing of such funds through any other lawful means.

(e) He shall have the right to manage his investment, dispose of such investment in accordance with the law, and own any property necessary for the conduct of his business.

(f) Protection of his intellectual property and trade secrets.

(g) Facilitation of administrative procedures and provision of necessary support and assistance by the competent authority.

2․ The competent authority shall, upon taking any measures for public interest, including measures necessary to fulfill the Kingdom’s international obligations, maintain public order, or protect national security, observe the rights stipulated in paragraph (1) of this Article 2.

3․ The Ministry shall, as specified in the Regulations, provide the investor with any available information or statistical data as well as the necessary services to facilitate any procedures relating to his investment, and shall seek to resolve complaints filed thereby, in accordance with clear and transparent procedures.

Article 5
Obligations of Investors

The investor shall comply with all the laws and legislations applicable in the Kingdom and with the Kingdom’s obligations under international agreements to which it is a party.

Article 6
Investment Incentives

Without prejudice to relevant laws, the competent authority shall grant investment incentives to investors in accordance with objective and fair eligibility criteria. The Regulations shall specify the provisions necessary for the implementation of this provision.

Article 7
Registration

1․ The Ministry shall establish a national register for investors where all the information and data related to their investments are entered. The Ministry shall manage and update said register and maintain its confidentiality.

2․ A foreign investor shall register with the Ministry prior to engaging in any investment, as specified in the Regulations. This shall not apply to investments in securities that are subject to the provisions of the Capital Market Law.

3․ The competent authority shall provide the Ministry with any information or data required to establish or update the register provided for in paragraph (1) of this Article, in accordance with the manner specified in the Regulations. The Ministry may communicate with the competent authority to satisfy any requirements for establishing or updating said register.

4․ The Ministry may, through its comprehensive service center, receive the investor’s applications to obtain the legal approvals necessary for engaging in an investment activity, including licenses or permits. The Ministry shall coordinate with the competent authority in charge of issuing such approvals to ensure that the investor satisfies the necessary legal requirements.

Article 8
List of Excluded Activities

1․ The competent authority shall issue and update the list of excluded activities, and the Ministry shall publish said list.

2․ The foreign investor shall, prior to engaging in any investment activity included in the list of excluded activities, apply to the Ministry for approval. The Ministry shall refer the application to the competent authority.

3․ The foreign investor shall, prior to making any change in the ownership of his investment in any of the restricted activities included in the list of excluded activities, apply to the Ministry for approval. The Ministry shall refer the application to the competent authority.

Article 9
Protection of National Security

The Ministry may suspend any foreign investment for the purpose of protecting national security, provided that the suspension decision is based on objective grounds, is consistent with the Kingdom’s obligations under international agreements to which it is a party, and is in accordance with the procedures specified in the Regulations.

Article 10
Use of Alternative Dispute Resolution Methods

Without prejudice to relevant laws:

1․ The investor who is a party to any dispute, including disputes with the competent authority, may resort to the competent court, unless the parties to the dispute agree otherwise.

2․ Investors may agree to resolve their disputes through alternative dispute resolution methods, including arbitration, mediation, and conciliation.

Article 11
Penalties

1․ An investor who commits a non-serious violation of any of the provisions of Articles 7 or 8 of this Law shall be notified by the Ministry using any means determined thereby in order to rectify said violation within a period to be specified in the Regulations.

2․ Without prejudice to any harsher penalty provided for in any other law, an investor who fails to rectify the non-serious violation referred to in paragraph (1) of this Article after the expiration of the period specified for rectification, or who commits a serious violation of any of the provisions of Articles 7 or 8 of this Law, shall be subject to one or more of the following penalties:

(a) A warning.

(b) A fine not exceeding three hundred thousand riyals (SAR 300,000). The fine may be doubled in case of a repeat violation.

(c) Cancellation of registration.

3․ The Regulations shall specify the serious violations and the procedures for detecting and recording such violations.

4․ A committee or more shall be formed pursuant to a decision by the Minister comprising no less than three members, one of whom at least shall be a legal specialist. Such committee shall consider the violations and impose the penalties provided for in paragraph (2) of this Article, and shall, upon determining the penalty, consider the gravity and frequency of the violation and the size of the establishment. 5. The Regulations shall specify the committee’s work rules and procedures, and the Minister shall, pursuant to a decision issued thereby, determine the remunerations of committee members.

Article 12
Appeal

Any person against whom a decision is issued by the Ministry may appeal said decision before the competent court within thirty days from the date of notification thereof.

Article 13
Obligations under International Agreements

The provisions of this Law shall not prejudice any of the Kingdom’s obligations under any applicable international agreement to which the Kingdom is a party.

Article 14
Activities, Special Economic Zones, and Acquired Rights

The provisions of this Law shall not prejudice the laws of other agencies applicable to certain economic activities or the laws of the special economic zones in the Kingdom, provided that the investor enjoys, as a minimum, the rights stipulated in this Law.

Article 15
Regulations

The Minister shall issue the Regulations within one hundred and eighty days from the date of publication of this Law. The Regulations shall enter into force on the date this Law enters into force.   

Article 16
Entry into Force

This Law shall enter into force one hundred and eighty days following the date of its publication in the Official Gazette and shall repeal the Foreign Investment Law issued by Royal Decree No. (M/1) dated 5/1/1421 AH as well as any provisions conflicting therewith.

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Published in Umm Al-Qura 5043 issued on 16 August 2024.

Arabic

Issued by National Center for Non-Profit Sector Decision O/2/11/2024.

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Article 1

The following terms and phrases–wherever they appear in these rules—have the meanings assigned to each of them, unless the context requires otherwise:

Rules: The Rules for Coordination Between Official Entities and Civil Associations and Institutions.

Law: The Civil Associations and Institutions Law issued by Royal Decree D/8 dated 19 Safar 1437 [2 December 2015].

Center: The National Center for the Development of the Non-Profit Sector.

Association: The civil association referred to in article 3(1) of the law.

Institution: The civil institution referred to in article 3(2) of the law.

Official entities: Any government entity from which a permit, a license, or a record is required to be obtained or which provides a service or benefit to any association or institution.

Competent entity: The entity or entities specified under clause Second of Council of Ministers Decision 61 dated 18 Safar 1437 [1 December 2015], as amended by Council of Ministers Decision 367 dated 29 Jumada Al-Thani 1443 [2 February 2022], and any amendment made to it.

Supervising entity: The government entity whose mandate the activity of the association or the institution is subject to.

Article 2

Without prejudice to the mandates of the center provided in its system, these rules aim to enhance coordination between official entities and civil associations and institutions, in a manner that ensures that associations and institutions—licensed in accordance with the law—are able to deal with official entities without the need to refer to the center.

Article 3

Subject to the provisions of the law, the regulation, and the articles of association, associations and institutions may take the necessary measures to practice:

1․ Their licensed activities, without the need to refer to the center. This includes obtaining municipal licenses and commercial records as well as opening bank accounts, provided that these associations and institutions have a license issued by the center and have acquired their legal personality in accordance with the law.

2․ Without prejudice to the mandates of other relevant entities, official entities shall comply with the following:

(a) Not to request associations and institutions—licensed in accordance with the law—to refer to the center or obtain its approval regarding the records and licenses they need to practice their activities, as well as their related applications.

(b) To notify the center of any violation it observes against associations or institutions, as well as any action taken in this regard.

Article 4

1․ Associations and institutions licensed in accordance with the law shall apply directly to official entities—each according to its mandate—in regard to the issuance of records and licenses they need to practice their activities, in accordance with the laws relevant to each entity.

2․ Taking into account the mandates of the supervising entity and in accordance with the relevant legal provisions, associations and institutions shall submit the following applications through the centre:

(a) Approving their participation outside the Kingdom, or entering into contracts or agreements with states or international organizations or institutions.

(b) Approving the organization of events, activities, and programs.

3․ Associations and institutions may, at the beginning of each Gregorian year, prepare a list of the annual events, activities, and programs they wish to hold in that year, and shall provide them to the center.

Article 5

1․ The center shall coordinate with competent entities to determine and unify the requirements for each of the following:

(a) Approving the applications to establish associations and institutions.

(b) Approving the participation of associations and institutions outside the Kingdom, and their entry into contracts and agreements with states or international organizations or institutions.

2․ The competent entity shall review and decide on the applications referred to it by the center to obtain the approvals referred to in paragraph 1(a) and (b) of this article, and shall respond to it within a period not exceeding 15 days.

Article 6

1․ The Ministry of Interior shall—in coordination with the principalities of the regions and the center—determine and unify the conditions and requirements necessary to obtain the approvals of the principalities of the regions to hold events related to the annual activities and programs held by associations and institutions, and shall determine the mechanisms necessary to obtain those approvals and the mechanisms for cancelling or suspending any of them in the event of their violation.

2․ The principality of the relevant region shall consider and decide on the applications referred to it by the center in order to obtain the approvals referred to in paragraph 1 of this article within a period not exceeding 15 days.

3․ The failure of the principality of the relevant region to respond to the applications referred to it by the center within the period referred to in paragraph 2 of this article is considered an implied approval of those applications.

Article 7

1․ Coordination must be made between the center, the supervising entity, the principalities of the regions, and the Saudi Conventions and Exhibitions General Authority to grant the association or institution initial approval for the list of events—each according to its mandate—as provided in article 4(3) of the rules, provided that the association or institution completes the necessary licenses and permits in accordance with the relevant laws and instructions.

2․ An association or institution may amend its annual plan—referred to in article 4(3) of the rules—and add new programs, provided that the amendment is submitted 60 days prior to the date of holding the program or event.

Article 8

The General Authority for Awqaf shall work—in accordance with its mandates and in coordination with the center—to facilitate, encourage, and empower associations and institutions in the field of awqaf and benefiting from their proceeds.

Article 9

The center shall work in coordination with the Zakat, Tax, and Customs Authority on tax and customs integration for services provided to associations and institutions in accordance with the relevant laws.

Article 10

The center shall work in coordination with the Ministry of Human Resources and Social Development on the technical integration to issue the unified number for civil associations and institutions.

Article 11

The center shall interpret these rules and its interpretation is binding.

Article 12

The rules must be published in the official gazette, and come into force from the date of their publication.

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Published in Umm Al-Qura 5058 issued on 29 November 2024.

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Issued by …

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Published in Umm Al-Qura 5046 issued on 6 September 2024.