Arabic
Issued by Ministry of Investment Decision 1086
Chapter 1
General Provisions
Article 1
Definitions
1․ The same meanings assigned in the law for the terms and phrases stipulated in article 1 of it apply to the regulation wherever they appear.
2․ The following terms and phrases—wherever they appear in this regulation—have the meanings assigned to each of them, unless the context requires otherwise:
(a) Law:
The Investment Law issued by Royal Decree D/19 dated 16 Muharram 1446 [22 July 2024].
(b) Ministry:
The Ministry of Investment.
(c) Regulation:
The executive regulation of the law.
(d) Comprehensive service center:
A center that includes liaison offices comprising representatives from government entities related to investment, and it provides its services to investors.
(e) Committee:
The committee for considering violations and imposing punishments stipulated in the law.
(f) Prohibited activities:
Activities in which a foreign investor is prohibited from investing—as a general rule—in accordance with the list issued by the screening committee.
(g) Restricted activities:
Activities that a foreign investor is allowed to practice in the Kingdom upon fulfilling the conditions and requirements related to practicing the activity.
(h) Screening committee:
The Standing Ministerial Committee for the Screening of Foreign Investments formed by virtue of Council of Ministers Decision 83 dated 30 Muharram 1443 [8 September 2021].
(i) Investor guide:
A guide issued by the ministry that includes the rules, procedures, and instructions related to the application of the law and the regulation, as well as the services provided by the ministry.
(j) Violation policing procedures:
The procedures governing the work of violation policing officers.
Article 2
Capital
The following assets—without limitation—are considered capital of value for the purposes of applying the law and its regulation:
(a) Cash and its equivalent, shares, stocks, and other forms of contribution to the capital of companies.
(b) Contractual rights, including construction contracts, concessions, and contracts where the consideration is—primarily—linked to the production rates, profits, or revenues of an establishment, as well as the right arising from contracts for the delivery or receipt of property or the execution of works of value under contractual agreements.
(c) Immovable and movable assets, and any other ownership rights related to them, including real estate mortgages.
(d) Intellectual property rights in accordance with the relevant laws in the Kingdom, including patents, industrial designs, trademarks, and trade secrets.
Chapter 2
Investor Rights
Article 3
Equal Treatment Between Local and Foreign Investors
1․ Without prejudice to the provisions of related laws and international agreements to which the Kingdom is a party, an investor enjoys equal treatment with other investors, and equal treatment between local and foreign investors, in similar circumstances.
2․ For the purposes of paragraph 1 of this article, the following factors must be taken into account to determine if the circumstances of investors are similar:
(a) Goods or services produced or consumed by an investor as part of his production inputs.
(b) The relevant sector.
(c) The volume of investment.
(d) The impact of the investment on the local economy or the environment.
3․ The provisions of paragraph 1 of this article do not prejudice the right of the ministry to regulate in accordance with local laws and regulations as required by the public interest, including, but not limited to, the protection of national security, public safety, and public order.
Article 4
Fair and Equitable Treatment
The following cases—without limitation—are considered a violation of the obligation to provide fair and equitable treatment:
1․ Denial of justice in criminal, civil, commercial, or administrative procedures.
2․ Material breach of due legal process, including a fundamental breach of the transparency of judicial and administrative procedures.
3․ Any apparent arbitrariness, and arbitrary treatment such as harassment and coercion.
4․ Unjustified targeted discrimination based on apparent illegitimate grounds.
Article 5
Indirect Expropriation
1․ A measure or series of measures is considered indirect expropriation if it has an effect equivalent to direct expropriation, such that it leads to the deprivation of the fundamental ownership rights of an investor in his investment without the formal transfer of ownership or direct expropriation.
The following factors must be taken into account to verify the occurrence of indirect expropriation:
(a) The economic impact of a measure or series of measures. It is not permitted to rely only on the negative impact on the economic value of an investment when determining if expropriation has occurred.
(b) The duration of the negative impact of the measure or series of measures.
(c) The nature and objective of the measure or series of measures.
2․ Non-discriminatory regulatory measures applied to protect legitimate public interests—including measures relating to public health, safety, and the environment—are not deemed indirect expropriation.
Article 6
Free Transfer of Funds
1․ Without prejudice to any applicable laws, regulations, and instructions, an investor has the right to freely transfer funds related to his investments to and from the Kingdom without delay, and these transfers include, but are not limited to:
(a) Initial capital and additional amounts for maintaining or increasing the volume of investments.
(b) All profits, capital gains, dividends, royalties, fees, and other current income and revenues.
(c) Payments made under a contract, including installments of loans related to the investments.
(d) Revenues generated from the liquidation or sale of the investment, in whole or in part.
(e) Earnings and salaries of employees engaged from abroad who perform works related to the investments.
2․ Notwithstanding the provisions of paragraph 1 of this article, it is permitted to delay or refuse the transfer in the implementation of applicable equitable and non-discriminatory legislation and in good faith, which relate to the following:
(a) Cases of bankruptcy, insolvency, or protection of the rights of creditors.
(b) Issuing, trading, or dealing in securities.
(c) Criminal offenses or penalties.
(d) Complying with orders or judgments issued in lawsuits.
3․ The provisions of paragraphs 1 and 2 do not apply to measures taken by the competent entities regarding financial services for reasonable and justified reasons, including measures to protect investors, depositors, insurance policyholders, or creditors of a commercial establishment providing financial services, or to ensure the stability and integrity of the financial system.
Chapter 3
Statistical Data and Information
Article 7
Providing Statistical Information and Data
1․ An investor has the right to request available information and statistical data from the ministry through its electronic website, unless the statistical information or data cannot be shared for reasons related to the application of the laws and decisions in force in the Kingdom.
2․ The ministry shall provide an investor with the statistical information or data available to it within a period not exceeding 30 working days from the date of submitting the request.
3․ The ministry may publish this statistical information and data in line with its objectives.
Chapter 4
Investment Incentives
Article 8
Eligibility Criteria for Investment Incentives
1․ The competent entity shall—in coordination with the relevant entities—grant investment incentives according to the classification it adopts for this purpose and in accordance with its laws, taking into account that the eligibility criteria for the incentives must be consistent with the objectives of the Investment Law and the rights granted to the investor by virtue of it.
2․ The competent entity shall publish the eligibility criteria for the incentives in the channels it designates for this purpose, in a manner that ensures easy access to them for the investor.
Chapter 5
National Register of Investors
Article 9
Establishing the National Register of Investors
1․ The ministry shall establish a comprehensive national register of information and data related to investments of investors, and shall supervise its management and development in order to achieve its purpose.
2․ The competent entity shall provide the ministry with any data or information for the purpose of completing or updating the register, and this includes the integration of digital platforms with the competent entity.
3․ The ministry may, in cooperation with the competent entity, hold periodic meetings for the purpose of establishing, updating, and developing the operations of the national register of investors and ensuring the achievement of its benefits, and for this purpose, it may sign joint agreements and enable dedicated work teams for this.
4․ The ministry may require the provision of its services, or part of them, to an investor based on the updating of his data in the register, and the investor guide must clarify the mechanism for this.
Article 10
Protection and Utilization of Information
1․ The ministry shall ensure the protection and guarantee the security and confidentiality of the information and data available in the national register of investors by establishing appropriate and effective procedures for this purpose.
2․ The ministry and the competent entity may utilize the information and data available in the register as a source for studies and research aimed at developing the investment environment.
Chapter 6
Registration
Article 11
Registration Application
1․ If an applicant is a natural person, he shall submit the following data upon registration:
(a) Applicant name.
(b) Applicant place of residence and nationality.
(c) Economic activity that he will practice.
(d) Capital.
(e) Amount of the expected contribution to the registered capital of the investment subject of the application.
(f) Any other information and documents specified by the ministry in the investor guide.
2․ If an applicant is a legal person, it shall submit the following data upon registration:
(a) Establishment name, place of incorporation, and place of residence if different from place of incorporation.
(b) Scope of business of the applicant and the investment activity, including the economic activities that it will practice.
(c) Registered capital.
(d) Amount of the contribution to the registered capital of the investment subject of the application.
(e) Details of the owner, shareholders, or those who control the foreign investor and the beneficial owner of the foreign investor, as the case may be.
(f) Any other information and documents specified by the ministry in the investor guide.
3․ The registration applicant shall acknowledge the undertakings prepared by the ministry, which include an undertaking of the accuracy of all information and documents he submits, and this is considered a prerequisite for the acceptance of the application.
4․ The ministry may request any additional information or documents it deems necessary in the event that it determines that the information stipulated in paragraphs 1 and 2 of this article to be insufficient or incorrect.
Article 12
Notice of Registration
1․ The ministry shall notify a registration applicant of the available activities within a maximum period of ten working days from the date of his fulfillment of all registration requirements.
2․ The ministry shall notify a registration applicant in the event that the registration application is incomplete or if he is required to provide additional information. The applicant shall provide the necessary information within a period specified by the ministry, which must not be less than 15 working days. The registration application is considered cancelled after the expiry of the mentioned period without the submission of the information or documents mentioned in the notification of the ministry.
Article 13
Annual Update
1․ A registered investor shall submit an annual update to the ministry regarding the undertakings acknowledged upon registration, and any new undertakings approved by the ministry. This includes any changes, information, or data recorded in the national register of investors. The ministry shall notify the registered investor of the outcome of the submitted update within five working days of its submission.
2․ A registered investor may submit an annual update within the 60 working days preceding the date of the annual update.
3․ The ministry shall notify an investor registered with it 30 working days prior to the date of the annual update date of the need to submit it.
4․ The ministry shall notify an investor registered with it upon the date of the annual update by giving him a grace period not exceeding 30 working days to submit the update.
5․ An investor registered with the ministry may apply to reactivate his registration within a period not exceeding three years from the end of the grace period referred to in paragraph 4 of this article.
6․ An investor registered with the ministry shall reregister himself in accordance with the procedures specified in the investor guide if he exceeds the period specified in paragraph 5 of this article.
Article 14
Deregistration
1․ An investor registered with the ministry may apply for deregistration based on his desire, provided that he submits all the documents and information specified by the ministry in the investor guide.
2․ The ministry shall notify the investor registered with it if it becomes apparent that the application is incomplete or has not been submitted in accordance with the mechanism adopted in the investor guide. The investor shall rectify the deficiencies within 15 working days from the notification, otherwise the application is considered cancelled.
3․ The ministry shall deregister an investor registered with it in the following cases:
(a) Termination of all registered investments by virtue of a final decision or a final court judgment, in accordance with the laws in force in the Kingdom.
(b) Issuance of a decision to suspend a foreign investment for reasons relating to the protection of national security in accordance with chapter 9 of the regulation.
(c) Issuance of a decision that includes a deregistration punishment by the committee.
4․ The ministry shall notify an investor registered with it of the deregistration decision within five working days from the date of receiving the complete deregistration application or from the date it carries out deregistration, according to paragraph 3 of this article.
5․ A deregistered investor is prohibited from practicing any investment activities in the Kingdom after the issuance of the deregistration decision, unless he submits a new registration application to the ministry in accordance with the procedures stipulated in the regulation.
6․ The deregistration stipulated in this article is not deemed to forfeit the rights claimed by a third party.
Chapter 7
Excluded Activities
Article 15
List of Excluded Activities
The screening committee shall issue a list of excluded activities, specifying the prohibited or restricted activities and any updates to them, and the ministry shall publish this list in the investor guide.
Article 16
Application for Approval to Invest in Excluded Activities
1․ A foreign investor wishing to practice an excluded activity shall submit an approval application to the ministry, which shall refer it to the screening committee. The ministry and the screening committee shall establish the appropriate procedures for registering this application, and shall publish them in the investor guide.
2․ The screening committee may request—through the ministry—any additional information or documents it deems necessary to decide on the approval application submitted under this article.
Article 17
Notification of Receipt of Application
1․ The ministry shall notify a foreign investor through the means adopted by it upon receipt of the application for approval to practice an excluded activity.
2․ The ministry shall notify a foreign investor in the event of an incomplete application for approval to invest in excluded activities or when it is not submitted in accordance with the approved procedures. The foreign investor shall rectify the deficiencies within a period not exceeding 15 working days from the notification, otherwise the application is considered cancelled.
Article 18
Notifying a Foreign Investor of the Decision of the Screening Committee
The ministry shall notify a foreign investor of the decision of the screening committee on the practice of an excluded activity within five working days from the date of receiving the decision.
Article 19
Conditions for Resubmission of the Application
A foreign investor may, in the event that his application to invest in excluded activities is rejected, resubmit his application, provided that it includes the following:
(a) Reference number of the first application.
(b) Any information or documents that have not been previously submitted that require reconsideration of the application.
Article 20
Changes to Restricted Activities
1․ A foreign investor shall submit an application to the ministry for approval of any change in the ownership of his investment in a restricted activity, and shall comply with the specified procedures for submitting the change application stipulated in the investor guide.
2․ The screening committee shall review the submitted change application—after it is referred to it from the ministry—in accordance with its established procedures. The provisions stipulated in articles 15 to 18 of this chapter apply to the submitted application.
Chapter 8
Comprehensive Service Center
Article 21
Objectives of the Comprehensive Service Center
1․ The comprehensive service center of the ministry shall facilitate communication between an investor and the ministry regarding procedures related to the implementation of the regulation, including the following:
(a) Registering, updating, and deregistering.
(b) Submitting an approval application for investment in excluded activities.
(c) Applications to obtain information or documents, and any communication related to the procedures taken in accordance with the regulation.
2․ The comprehensive service center, in coordination with the competent entity, shall facilitate for an investor to obtain the necessary legal approvals to practice the activities in accordance with the laws in force. The investor guide shall specify any services provided by the center regarding these approvals, taking into account the mandates granted to the competent entity.
Chapter 9
Protection of National Security
Article 22
Procedures for Suspending Foreign Investments
1․ The ministry may coordinate with the competent entity—including the screening committee regarding foreign investments that threaten national security—before commencing the procedures mentioned in this chapter, during those procedures, and after their completion.
2․ The ministry may request any information or documents that it deems—as determined by it—to be important for examining the impact of foreign investment on the national security of the Kingdom. The ministry shall set the necessary measures to maintain the security and confidentiality of the information or documents submitted to it.
3․ The ministry may hold discussions with a foreign investor before the issuance of a suspension decision to evaluate alternative measures if it finds—as determined by it—that such measures are sufficient to avert risks that threaten national security.
Article 23
Notifying a Foreign Investor of a Suspension Decision
The ministry shall notify a foreign investor of the suspension decision, and he may file a grievance against it according to the laws in force in the Kingdom.
Chapter 10
Addressing Investor Complaints
Article 24
Receiving Complaints
1․ The ministry shall establish a system for receiving investor complaints, and its mechanism must be determined in coordination with the competent entity, regarding complaints about decisions and measures that affect his investment activities, including:
(a) Measures taken or decisions issued in violation of investor rights specified in the relevant laws in force in the Kingdom, or specified in international investment agreements or contracts signed between the investor and any other party.
(b) Challenges of an illegal nature facing the investor.
2․ An investor complaint submitted to the ministry is not considered a judicial procedure and does not affect the right of an investor to commence a lawsuit before the judicial entities or competent committees, or to resort to one of the agreed-upon alternative dispute resolution methods.
3․ The ministry shall seek to address complaints in full transparency with the investor and without discrimination.
Article 25
Complaints Procedure
1․ An investor shall submit his complaint to the ministry, accompanied by all relevant documents and information related to the subject matter of the complaint, including the following:
(a) Summary of the facts and events relevant to the complaint.
(b) Information about the investment project relevant to the complaint.
(c) Grounds supporting his complaint and its legal basis.
(d) Identifying the parties to the complaint.
(e) Statement of the measures taken by the investor to resolve the complaint.
(f) Estimated value of the damage sustained.
(g) Proposed solution to deal with the subject matter of the complaint.
(h) Any other information or documents requested by the ministry.
2․ The ministry shall notify an investor within ten working days from the date of receiving the complaint of its acceptance or rejection. The ministry shall undertake the procedures for considering the complaint if accepted.
3․ The ministry shall—in order to consider and address investor complaints—undertake the following:
(a) Obtaining clarification from the investor about the facts relevant to the complaint.
(b) Coordinating with the relevant competent entities.
(c) Studying the challenges facing the investor and exerting the necessary efforts to address them.
(d) Submitting recommendations and proposals in line with investor rights provided in the laws in force in the Kingdom and the international agreements to which the Kingdom is a party.
Article 26
Decisions Regarding Complaints
1․ The ministry shall submit its recommendations regarding a complaint to the parties to the complaint within 30 working days from the date of accepting the complaint, and shall inform the investor of this.
2․ The ministry shall notify an investor of the decision issued in regard to the complaint and its result.
Chapter 11
Violations
Article 27
Detecting and Policing Violations
1․ The minister or whoever he authorises shall—for the purpose of implementing violation policing procedures—issue a decision naming whoever he deems appropriate to carry out policing works in accordance with a guide issued by the ministry for this purpose.
2․ The ministry has the authority to police violations of the provisions mentioned in the law and the regulation, and it shall coordinate with the competent entity, according to the laws in force in the Kingdom, on the mechanism for verifying the occurrence of these violations. This authority includes:
(a) Obtaining records, documents, information, or any other requirements specified by the enforcement officer relating to the violation.
(b) Analyzing reports and data issued by an investor.
(c) Monitoring complaints from individuals and relevant entities.
(d) Procedures for verifying contracts and transactions with suppliers and customers.
(e) Communicating with the competent entity licensing the investor to provide data according to the nature of the investment activities he practices.
3․ An enforcement officer shall draw up a report on the violation detected and refer the violation to the committee.
Article 28
Removal of Non-Grievous Violation
A violator shall remove a non-grievous violation within the period specified by the ministry, provided that this period is not less than 30 working days from the date of being notified to remove the violation. The violator may submit a request to extend the period, along with clarifying the reasons requiring the extension, and the ministry may accept or reject the extension request.
Article 29
Non-Grievous Violations
The ministry shall prepare and publish a list of non-grievous violations in the investor guide.
Article 30
Grievous Violations
Practicing any of the following is deemed a grievous violation of the provisions of the law and the regulation:
(a) Practicing an investment without registering it.
(b) Practicing an investment for excluded activities without obtaining approval, after their expiry or cancellation, or in violation of the conditions relating to their practice.
(c) Changing ownership of restricted activities without obtaining prior approval.
(d) An investor provides misleading or false information to the ministry or the competent entity.
(e) An investor preventing or obstructing an enforcement officer from carrying out his mandate under the regulation.
Article 31
Formation of the Committee
1․ The minister shall issue a decision specifying the names of the committee members, its chairman, and their remuneration. The minister may also appoint a secretary for the committee—who reports to its chairman—and the term of membership in the committee must be three years, renewable once by a decision of the minister.
2․ The following conditions must be met for those nominated as members of the committee:
(a) They must not have spent two consecutive terms in the membership of the committee or part of it without interruption for a full term.
(b) They must be of good conduct and behavior and must not have been previously convicted—by a final judgment—of a hadd sentence or a crime prejudicing honor and integrity, unless they have been rehabilitated.
Article 32
Work of the Committee
1․ The committee shall hold its sessions at its designated headquarters in the ministry, and it may hold its sessions elsewhere when necessary. It may also hold sessions and make decisions through electronic means.
2․ Sessions must be confidential except if approved otherwise by the committee with prior notification to its secretariat.
3․ A session is not convened except with the attendance of a majority of its members, provided that the chairman of the committee or his deputy is among them.
4․ The committee shall hold its sessions whenever necessary to consider the violations registered with it or as determined by the chairman of the committee.
5․ The proceedings and decisions of the session must be recorded in minutes prepared for this purpose, which must include the date and time of convening the session and the attendees.
6․ The committee may—at its discretion—summon any of the parties involved in the violation to appear before it.
7․ It is permitted to submit memorandums and documents through the electronic means specified by the committee.
8․ The chairman of the committee or his delegate may address whomever they deem appropriate regarding the violations presented to the committee and request the necessary documents or clarifications regarding them. The confidentiality of the submitted documents must be maintained.
9․ A member of the committee shall not participate in the consideration of the violation or the complaint before the committee if he has an interest of any kind, an existing dispute with the violator, or one of the parties to the complaint. In this case, the member shall inform the committee of the case of conflict of interest to exclude him from participating in its consideration.
Article 33
Representation Before the Committee
Representation before the committee must be in accordance with the provisions provided in the Advocacy Law and its executive regulation.
Article 34
Determining a Punishment
1․ The committee shall determine the punishment within 30 working days from the date of referral of the violation report to it, and it may extend this for another similar period.
2․ The committee shall determine the punishment by majority. A member who makes a reservation may record his reservation in minutes prepared for this purpose.
3․ The minister or whoever he authorises shall issue the punishment decision within a period not exceeding 30 working days from the date of the minutes of the committee determining the punishment.
Article 35
Notification of a Punishment Decision
The ministry shall notify an investor of the punishment decision in accordance with the means it adopts for this purpose.
Chapter 12
Final Provisions
Article 36
Investor Guide
1․ The minister may—by a decision from him—or whoever he authorises, issue the investor guide. The investor guide and any update to it must be published on the official website of the ministry.
2․ The ministry shall prepare a list of the services it provides to investors, and the investor guide must clarify the nature, classification, and method of providing these services, as well as the resulting advantages, facilities, and their fees.
3․ The ministry shall coordinate with the competent entity to take the necessary measures to ensure the continuity of licensing procedures related to specific economic activities under the laws and relevant decisions, including the Saudi Program to Attract Regional Headquarters of International Companies and special economic zones.
Article 37
Entry Into Force of the Regulation
The regulation must be published in the official gazette, and comes into force from the date of entry into force of the law.
Published in Umm Al-Qura 5083 issued on 25 April 2025.