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Council of Ministers Decision

Council of Ministers: Decision 411 Approving the Commercial Transactions Law

411

Arabic

This draft translation is currently under review.

The Council of Ministers,

after perusal of Royal Court File 928 dated 3 Muharram 1448 [18 June 2026], which includes Minister of Commerce Letter 40549 dated 24 Dhu Al-Qa’dah 1444 [13 June 2023], regarding the draft Commercial Transactions Law,

after perusal of the mentioned draft law,

after perusal of the Commercial Court Law (the Commercial Law) issued by Royal Decree 32 dated 15 Muharram 1350 [2 June 1931],

after perusal of the Law of the Ministry of Commerce issued by Council of Ministers Decision 66 dated 6 Rabi Al-Thani 1374 [2 December 1954],

after perusal of the Commercial Agencies Law issued by Royal Decree 11 dated 20 Safar 1382 [22 July 1962],

after perusal of the Commercial Papers Law issued by Royal Decree 37 dated 11 Shawwal 1383 [24 February 1964],

after perusal of the Civil Service Law issued by Royal Decree D/49 dated 10 Rajab 1397 [26 June 1977],

after perusal of the Commercial Books Law issued by Royal Decree D/61 dated 17 Dhu Al-Hijja 1409 [20 July 1989],

after perusal of the Commercial Courts Law issued by Royal Decree D/93 dated 15 Sha’ban 1441 [8 April 2020],

after perusal of the Law of Evidence issued by Royal Decree D/43 dated 26 Jumada Al-Awwal 1443 [30 December 2021],

after perusal of the Companies Law issued by Royal Decree D/132 dated 1 Dhu Al-Hijja 1443 [30 June 2022],

after perusal of the Civil Transactions Law issued by Royal Decree D/191 dated 29 Dhu Al-Qa’dah 1444 [18 June 2023],

after perusal of the Commercial Register Law issued by Royal Decree D/83 dated 19 Rabi Al-Awwal 1446 [22 September 2024],

after perusal of the Trade Names Law issued by Royal Decree D/83 dated 19 Rabi Al-Awwal 1446 [22 September 2024],

after perusal of the Code of Conduct and Public Service Ethics issued by Council of Ministers Decision 555 dated 25 Dhu Al-Hijja 1437 [26 September 2016],

after perusal of the Executive Regulation of Human Resources in Civil Service issued by Minister of Human Resources and Social Development Decision 1550 dated 9 Jumada Al-Thani 1440 [14 February 2019],

after perusal of Bureau of Experts at the Council of Ministers Minutes 36 dated 15 Safar 1446 [19 August 2024], Memo 2865 dated 19 Sha’ban 1446 [18 February 2025], Memo 1348 dated 10 Rabi Al-Thani 1447 [2 October 2025], Memo 3063 dated 29 Sha’ban 1447 [17 February 2026], Memo 462 dated 13 Safar 1448 [27 July 2026], Memo 857

dated 14 Rabi Al-Awwal 1448 [27 August 2026], and Memo 1203 dated 27 Rabi Al-Thani 1448 [8 October 2026],

after perusal of Council of Economic and Development Affairs Recommendation 1-11/46/R dated 19 Shawwal 1446 [17 April 2025],

after perusal of Council of Economic and Development Affairs Minutes 1443/47/M dated 30 Ramadan 1447 [19 March 2026] and Minutes 661/48/M dated 5 Rabi Al-Thani 1448 [16 September 2026],

after consideration of Shura Council Decision 13/1 dated 23 Rabi Al-Awwal 1447 [15 September 2025] and Decision 416/35 dated 24 Dhu Al-Hijja 1447 [10 June 2026],

and after perusal of General Committee of the Council of Ministers Recommendation 4572 dated 2 Jumada Al-Awwal 1448 [13 October 2026],

hereby decides

First

The Commercial Transactions Law is hereby approved in the form attached.

Second

The application of the provisions of the law—referred to in clause First of this decision—does not prejudice the duties and powers legally established for the Saudi Central Bank with regard to the entities and bodies subject to its supervision and oversight.

Third

The phrase “accounting records” hereby replaces the phrase “commercial books” wherever it occurs in laws as of the date of entry into force of the law referred to in clause First of this decision.

A draft royal decree has been prepared in the form attached.

Fourth

The Ministry of Human Resources and Social Development—in coordination with the Ministry of Commerce and other relevant entities—shall review the provisions relating to determining the activities whose practice is not considered engaging in commerce for the purposes of applying the Civil Service Law—issued by Royal Decree D/49 dated 10 Rajab 1397 [26 June 1977]—the Code of Conduct and Public Service Ethics—issued by Council of Ministers Decision 555 dated 25 Dhu Al-Hijja 1437 [26 September 2016]—and the Executive Regulation of Human Resources in Civil Service—issued by Minister of Human Resources and Social Development Decision 1550 dated 9 Jumada Al-Thani 1440 [14 February 2019]—so that these activities include: purchasing, selling, and leasing real estate; trading securities; and owning and disposing of shares or stakes in any of joint stock companies, simplified joint stock companies, limited liability companies, and limited partnership companies, without prejudice to the duties of the employee established by law; and shall then take the necessary action to make the required amendments accordingly, provided that these amendments are applied before the date of entry into force of the law referred to in clause First of this decision.

Fifth

The Ministry of Transport and Logistic Services shall study the current status of transport contracts and submit its views on them within 12 months from the date of this decision.

The Prime Minister

Issued on: 16 Jumada Al-Awwal 1448
Corresponding to: 27 October 2026


Published in Umm Al-Qura 5195 issued on 13 November 2026.