Tag: Capital Market Authority

Arabic

The Board of the Capital Market Authority,

based on the Capital Market Law issued by Royal Decree D/30 dated 2 Jumada Al-Thani 1424 [31 July 2003],

hereby decides

(a) The Instructions for Simplified Investment Funds are hereby adopted in accordance with the form attached, and come into force from the date of their publication.

(b) The List of Terms Used in the Regulations and Rules of the Capital Market Authority issued by board Decision 4-11-2004 dated 20 Sha’ban 1425 corresponding to 4 October 2004, as amended by its Decision 3-6-2026 dated 30 Rajab 1447 corresponding to 19 January 2026 , is hereby amended as follows:

First

The definition of the term “simplified investment fund” is hereby added with the following text:

An investment fund established in the Kingdom, the units of which may be offered by way of private placement to investors in the institutional client category in accordance with the Instructions for Simplified Investment Funds.

It enters into force on the date of its publication.

Second

The definition of the term “private fund” is hereby amended to read as follows:

An investment fund established in the Kingdom that is not a public fund or a simplified fund, and whose units may be offered to investors in the Kingdom in accordance with the provisions provided in part 5 of the Regulation of Investment Funds.

It enters into force on the date of its publication.

Third

The definition of the term “sub-fund manager” is hereby amended to read as follows:

A third party contracted by the fund manager under a contract in accordance with the Regulation of Investment Funds, the Regulation of Real Estate Investment Funds, and the Instructions for Simplified Investment Funds, who takes, on behalf of the fund manager, all or some of the investment decisions of the investment fund managed by the fund manager.

It enters into force on the date of its publication.

Fourth

The definition of the term “fund termination” is hereby amended to read as follows:

Wherever it appears in the Regulation of Investment Funds, the Regulation of Real Estate Investment Funds, and the Instructions for Simplified Investment Funds, it means the date on which the fund ends in accordance with the period or event specified in the terms and conditions of the fund, including the stage of selling the assets and distributing the entitlements of the unitholders to them.

It enters into force on the date of its publication.

Fifth

The definition of the term “fund terms and conditions” is hereby amended to read as follows:

Contracts that contain the information and provisions required under the provisions of the Regulation of Investment Funds, the Regulation of Real Estate Investment Funds, and the Instructions for Simplified Investment Funds, and which are signed between the fund manager and the unitholders.

It enters into force on the date of its publication.

Sixth

The definition of the term “distributor” is hereby amended to read as follows:

In the Regulation of Investment Funds, the Regulation of Real Estate Investment Funds, and the Instructions for Simplified Investment Funds, it means a person assigned to offer units of an investment fund in the Kingdom.

It enters into force on the date of its publication.

Seventh

The definition of the term “unitholder” is hereby amended to read as follows:

A person who owns units in an investment fund, a simplified investment fund, or a real estate investment fund that represent a common share in the net assets of the fund.

It enters into force on the date of its publication.

Eighth

The definition of the term “fund manager” is hereby amended by adding a phrase to the end of the definition with the following text:

and the Instructions for Simplified Investment Funds.

It enters into force on the date of its publication.

Ninth

The definition of the term “private placement” is hereby amended by adding a phrase to the end of the definition with the following text:

For the purposes of the Instructions for Simplified Investment Funds, it means the offering of units in a simplified investment fund to investors in the institutional client category in accordance with article 21(a) of the Instructions for Simplified Investment Funds.

It enters into force on the date of its publication.

Tenth

The definition of the term “private placement notice” is hereby amended by adding a phrase to the end of the definition with the following text:

For the purposes of the Instructions for Simplified Investment Funds, it means the notice to be submitted to the authority pursuant to article 22(a)(1), (2), and (3) of the Instructions for Simplified Investment Funds.

It enters into force on the date of its publication.

(c) The content of paragraphs (a) and (b) of this decision must be announced on the websites of the authority and the Saudi Tadawul Company.

Chairman of the Board of the Capital Market Authority
Mohammed bin Abdullah Al-Quweiz

Issued on: 13 Ramadan 1447
Corresponding to: 26 January 2026

Published in Umm Al-Qura 5160 issued on 15 May 2026.

Arabic

The Board of the Capital Market Authority,

based on the Capital Market Law issued by Royal Decree D/30 dated 2 Jumada Al-Thani 1424 [31 July 2003],

hereby decides

(a） The amended Instructions for Direct Financing Investment Funds are hereby adopted in accordance with the form attached, and come into force from the date of their publication.

(b） The content of paragraph (a) of this decision must be announced on the websites of the authority and the Saudi Stock Exchange.

Chairman of the Board of the Capital Market Authority
Mohammed bin Abdullah Al-Quweiz

Issued on: 23 Sha’ban 1447
Corresponding to: 11 January 2026

Published in Umm Al-Qura 5156 issued on 24 April 2026.

Arabic

The Board of the Capital Market Authority,

based on the Capital Market Law issued by Royal Decree D/30 dated 2 Jumada Al-Thani 1424 [31 July 2003],

hereby decides

(a） The amendment to the Financial Market Institutions Regulation is hereby approved in the form attached, and comes into force from the date of its publication.

(b） The term “robo-advisor service” is added to the Glossary of Terms Used in the Regulations and Rules of the Capital Market Authority, issued by Decision 4-11-2004 dated 20 Sha’ban 1425 corresponding to 4 October 2004, as amended by Board of the Authority Decision 1-2-2026 dated 16 Rajab 1447 corresponding to 5 January 2026, and it is read as follows:

The use of algorithms and modern technical means by a licensed financial market institution to manage the investments of clients in accordance with predetermined investment strategies, without human intervention or with limited human intervention.

It enters into force on the date of its publication.

(c） The content of paragraphs (a) and (b) of this decision must be announced on the websites of the authority and the Saudi Tadawul Company.

Chairman of the Board of the Capital Market Authority
Mohammed bin Abdullah Al-Quweiz

Issued on: 18 Rajab 1447
Corresponding to: 7 January 2026

Published in Umm Al-Qura 5155 issued on 17 April 2026.

Arabic

The Board of the Capital Market Authority,

based on the Capital Market Law issued by Royal Decree D/30 dated 2 Jumada Al-Thani 1424 [31 July 2003],

hereby decides

(a) The amendment to the Rules Governing Foreign Investment in Securities and the Instructions for Investment Accounts is hereby approved in the form attached, and comes into force from 13 Sha’ban 1447 corresponding to 1 February 2026.

(b) The amendment to the Instructions for Issuing Certificates of Deposit Outside the Kingdom, issued by Decision 2-86-2020 dated 19 Muharram 1442 corresponding to 7 September 2020 is hereby approved as follows:

First

Clause Four(f) is amended by replacing the phrase “Rules Governing the Investment of Qualified Foreign Financial Institutions in Listed Securities” with the phrase “Rules Governing Foreign Investment in Securities”, and comes into force from 13 Sha’ban 1447 corresponding to 1 February 2026.

Second

Clause Seven(f) is amended by deleting the phrase “—if he falls under a category of investors allowed to invest in shares listed in the Kingdom—”, and comes into force from 13 Sha’ban 1447 corresponding to 1 February 2026.

(c) The amendment of article 57(b) of the Executive Regulation of the Companies Law for Listed Joint Stock Companies issued by Decision 8-127-2016 dated 16 Muharram 1438 corresponding to 17 October 2016, and based on the Companies Law issued by Royal Decree D/3 dated 28 Muharram 1437 corresponding to 28 August 2015, as amended by the board of the authority Decision 2-114-2024 dated 4 Rabi Al-Thani 1446 corresponding to 7 October 2024, and based on the Companies Law issued by Royal Decree D/132 dated 1 Dhu Al-Hijja 1443 corresponding to 30 June 2022, is hereby approved by deleting the phrase “for a qualified foreign investor”, and comes into force from 13 Sha’ban 1447 corresponding to 1 February 2026.

(d) The amendment of the term “counterparty” contained in the Glossary of Defined Terms Used in the Regulations and Rules of the Capital Market Authority, issued by Decision 4-11-2004 dated 20 Sha’ban 1425 corresponding to 4 October 2004, and amended by the board of the authority Decision 1-135-2025 dated 3 Jumada Al-Thani 1447 corresponding to 24 November 2025 is hereby approved by deleting paragraph 8, which stipulates “qualified foreign investor”, and replacing the phrase “monetary agency” with the phrase “central bank” contained in paragraph 1 of the same term, and comes into force from 13 Sha’ban 1447 corresponding to 1 February 2026.

(e) The content of paragraphs (a), (b), (c), and (d) of this decision must be announced on the websites of the authority and the Saudi Tadawul Company.

Chairman of the Board of the Capital Market Authority
Mohammed bin Abdullah Al-Quweiz

Issued on: 16 Rajab 1447
Corresponding to: 5 January 2026

Published in Umm Al-Qura 5148 issued on 6 March 2026.

Arabic

The Board of the Capital Market Authority,

based on the Capital Market Law issued by Royal Decree D/30 dated 2 Jumada Al-Thani 1424 [31 July 2003],

hereby decides

(a) The Rules for Offering Securities and Continuous Obligations issued by board Decision 3-123-2017 dated 9 Rabi Al-Thani 1439 corresponding to 27 December 2017, as amended by board Decision 1-94-2025 dated 9 Rabi Al-Awwal 1447 corrosponding to 1 September 2025, are hereby amended as follows:

1․ Amending article 74(d) and (e) of the rules by replacing the phrase “qualified investors” with the phrase “qualified investors in the parallel market.”

2․ Amending article 79(f) and article 83(d) of the rules by replacing the phrase “for the qualified investor” with the phrase “for the qualified investor in the parallel market”.

3․ Amending article 85(a), (b), (c), and (d) of the rules by replacing the phrase “for qualified investors” with the phrase “for qualified investors in the parallel market”. It enters into force from the date of its publication.

(b) The definition of the term “qualified investor” contained in the List of Terms Used in the Regulations and Rules of the Capital Market Authority issued by board Decision 4-11-2004 dated 20 Sha’ban 1425 corresponding to 4 October 2004, as amended by board Decision 1-94-2025 dated 9 Rabi Al-Awwal 1447 corresponding to 1 September 2025, is hereby amended as follows:

Qualified investor in the parallel market: In part 8 of the Rules for Offering Securities and Continuous Obligations, in articles 48 and 49 of the Investment Funds Regulation, and in article 46 of the Real Estate Investment Funds Regulation, it means any of the following:

1․ Capital market institutions acting for their own account.

2․ Clients of a financial market institution licensed to engage in management works, provided that the financial market institution has been appointed under conditions that enable it to take decisions regarding the acceptance of participation in the offering and investment in the parallel market on behalf of the client without the need to obtain his prior approval.

3․ The government of the Kingdom, or any government entity, or any international body recognized by the authority, or the market, and any other financial market recognized by the authority, or the depository center.

4․ Companies owned by the government, directly or through a portfolio managed by a financial market institution licensed to engage in management works.

5․ Companies and funds established in the States of the Cooperation Council for the Arab States of the Gulf.

6․ Investment funds.

7․ Any other legal persons who may open an investment account in the Kingdom and an account with the depository center.

8․ Natural persons who may open an investment account in the Kingdom and an account with the depository center, and meet any of the following criteria:

(a) That he has made transactions in the securities markets with a total value of not less than 20,000,0000 Saudi Riyal during the past 12 months.

(b) The value of his net assets must not be less than 5,000,000 Saudi Riyal.

(c) He must work or have previously worked for at least three years in the financial sector.

(d) That he holds the general certificate for dealing in securities approved by the authority.

(e) That he holds a professional certificate specialized in the field of securities business approved by an internationally recognised entity.

9․ That he works or has previously worked as a member of the board of directors or a member of specialized committees subordinate to the board of directors in companies listed in the parallel market.

10․ Any other persons specified by the authority.

It enters into force on the date of its publication.

(c) Article 48(p) and article 49(k) of the Investment Funds Regulation issued by board Decision 1-219-2006 dated 3 Dhu Al-Hijja 1427 corresponding to 24 December 2006, as amended by board Decision 1-54-2025 dated 23 Dhu Al-Qa’dah 1446 corresponding to 21 May 2025, is hereby amended by replacing the phrase “categories of qualified investors” with the phrase “categories of qualified investors in the parallel market”. They enter into force on the date of their publication.

(d) Article 46(b) of the Real Estate Investment Trusts Regulation issued by board Decision 1-193-2006 dated 19 Jumada Al-Thani 1427 corresponding to 15 July 2006, as amended by board Decision 1-54-2025 dated 23 Dhu Al-Qa’dah 1446 corresponding to 21 May 2025, is hereby amended by replacing the phrase “categories of qualified investors” with the phrase “categories of qualified investors in the parallel market”. It enters into force from the date of its publication.

(e) The content of paragraphs (a), (b), (c), and (d) of this decision must be announced on the websites of the authority and the Saudi Tadawul Company.

Chairman of the Board of the Capital Market Authority
Mohammed bin Abdullah Al-Quweiz

Issued on: 3 Jumada Al-Thani 1447
Corresponding to: 24 November 2025

Published in Umm Al-Qura 5146 issued on 27 February 2026.

Arabic

The Board of the Capital Market Authority,

based on the Capital Market Law issued by Royal Decree D/30 dated 2 Jumada Al-Thani 1424 [31 July 2003],

hereby decides

(a） The amended Rules on the Offer of Securities and Continuing Obligations, the amended Rules Governing Special Purpose Vehicles, and the amended Glossary of Defined Terms Used in the Regulations and Rules of the Capital Market Authority are hereby approved in accordance with the attached form, and they come into force from the date of their publication.

(b） The Capital Market Institutions Regulation, issued by Board Decision 1-83-2005 dated 21 Jumada Al-Awwal 1426, corresponding to 28 June 2005, as amended by Board Decision 2-57-2025 dated 28 Dhu Al-Qa’dah 1446, corresponding to 26 May 2025, is hereby amended as follows:

First

Article 19(b) of the regulation is amended by adding the following text:

8․ The information technology officer of a capital market institution licensed to practice arranging activities in the context of its practice of securities crowdfunding activities.

It enters into force from the date of its publication.

Second

Article 69(d) of the regulation is hereby amended to read as follows:

(d） As an exception to the provisions of paragraph (c) of this article, a capital market institution licensed to practice arranging activities may, in accordance with the provisions of this part, hold client funds that it receives in the context of conducting securities crowdfunding activities, provided that it meets the following additional requirements:

1․ The client funds held must not exceed 80,000,000 Saudi Riyal.

2․ The retained funds of a retail client must not exceed 100,000 Saudi Riyal.

It enters into force from the date of its publication.

(c） The content of paragraphs (a) and (b) of this decision must be announced on the websites of the authority and the Saudi Tadawul Company.

Chairman of the Board of the Capital Market Authority
Mohammed bin Abdullah Al-Quweiz

Issued on: 9 Rabi Al-Awwal 1447
Corresponding to: 1 September 2025

Published in Umm Al-Qura 5139 issued on 11 January 2026.

Arabic

The Board of the Capital Market Authority,

based on the Capital Market Law issued by Royal Decree D/30 dated 2 Jumada Al-Thani 1424 [31 July 2003],

hereby decides

(a) The Regulation on Final Clearing and Associated Guarantee Arrangements is hereby approved in accordance with the attached form, and it comes into force from the date of its publication.

(c) The content of paragraph (a) of this decision must be announced on the websites of the authority and the Saudi Tadawul company.

Chairman of the Board of the Capital Market Authority
Mohammed bin Abdullah Al-Quweiz

Issued on: 7 Muharram 1447
Corresponding to: 2 July 2025

Published in Umm Al-Qura 5105 issued on 5 September 2025.

Arabic

The Board of the Capital Market Authority,

based on the Capital Market Law issued by Royal Decree D/30 dated 2 Jumada Al-Thani 1424 [31 July 2003],

hereby decides

(a) The amendment of the Instructions for Investment Accounts is hereby approved in accordance with the form attached, and comes into force from the date of its publication.

(b) The amendment to the Rules Regulating Foreign Investment in Securities is hereby approved in the form attached, and comes into force from the date of its publication.

(c) Article 39(c) of the Capital Market Institutions Regulation issued by board Decision 1-83-2005 dated 21 Jumada Al-Awwal 1426, corresponding to 28 June 2005, amended by Decision 4-122-2024 dated 13 Rabi Al-Thani 1446, corresponding to 16 October 2024, is hereby amended to read as follows:

A capital market institution shall request its clients to update the details required under this regulation upon the occurrence of any change to it, the expiry of its validity, or at the end of each interval specified by the capital market institution in accordance with the controls and policies it adopts on the basis of the level of risks associated with the client, whichever is earlier, provided that the capital market institution conducts a periodic review to study the extent of the need to update the client details at least once every five years, and the capital market institution shall establish permanent procedures and policies in order to achieve this.

It enters into force from the date of its publication.

(d) The content of paragraphs (a), (b), and (c) of this decision must be announced on the websites of the authority and the Saudi Tadawul Company.

Chairman of the Board of the Capital Market Authority
Mohammed bin Abdullah Al-Quweiz

Issued on: 28 Dhu Al-Qa’dah 1446
Corresponding to: 26 May 2025

Published in Umm Al-Qura 5101 issued on 15 August 2025.

Arabic

The Board of the Capital Market Authority,

based on the Capital Market Law issued by Royal Decree D/30 dated 2 Jumada Al-Thani 1424 [31 July 2003],

hereby decides

(a) The Regulation of Investment Funds, the Regulation of Real Estate Investment Funds, and the List of Terms Used in the Regulations and Rules of the Capital Market Authority are hereby amended in accordance with the form attached, and come into force from the date of their publication.

(b) The Instructions for Direct Finance Investment Funds issued by board Decision 1-35-2022 dated 12 Sha’ban 1443, corresponding to 15 March 2022 are hereby amended as follows:

First

(a) Clause Eighth of the Instructions is hereby amended by replacing the phrase: “Articles 86 and 87 of the Regulation of Investment Funds on the Direct Finance Fund” with the following phrase:

Articles 84 and 85 of the Regulation of Investment Funds on the Direct Finance Fund”, and comes into force from the date of its publication.

Second

(b) Clause Nine of the Instructions is hereby amended by replacing the phrase: “Article 95(a) of the Regulation of Investment Funds” with the phrase:

Article 93(a) of the Regulation of Investment Funds,

and comes into force from the date of its publication.

(c) The content of paragraphs (a) and (b) of this decision must be announced on the websites of the authority and the Saudi Tadawul Company.

Chairman of the Board of the Capital Market Authority
Mohammed bin Abdullah Al-Quweiz

Issued on: 23 Dhu Al-Qa’dah 1446
Corresponding to: 21 May 2025

Published in Umm Al-Qura 5116 issued on 23 October 2025.

Arabic

The Board of the Capital Market Authority,

based on the Capital Market Law issued by Royal Decree D/30 dated 2 Jumada Al-Thani 1424 [31 July 2003],

hereby decides

(a) A new paragraph with the order (d) is hereby added to article 15 of the Rules for Offering Securities and Continuous Obligations issued by the board Decision 3-123-2017 dated 9 Rabi Al-Thani 1439 [27 December 2017], amended by Decision 3-114-2024 dated 4 Rabi Al-Thani 1446 [7 October 2024], with the following text:

(d) The registration and public offering of Saudi depositary receipts must be subject to the provisions governing the registration and offering of shares stipulated in this part (where applicable). For the purposes of applying the law and its executive regulations, the foreign company whose shares correspond to the Saudi depository receipts is the issuer of those receipts.

It enters into force from the date of its publication.

(b) The definition of the term “Saudi depository receipts” is hereby added to the List of Terms Used in the Regulations and Rules of the Capital Market Authority issued by board Decision 4-11-2004 dated 20 Sha’ban 1425 [4 October 2004], amended by its Decision 3-6-2024 dated 5 Rajab 1445 [17 January 2024], with the following text:

Securities issued for the purpose of listing on the Saudi Stock Exchange in exchange for shares issued in a foreign country and listed on its market or whose issuer has made the necessary arrangements for its listing in it.

It enters into force on the date of its publication.

(c) The content of paragraph (a) and paragraph (b) of this decision must be announced on the websites of the authority and the Saudi Tadawul Company.

Vice Chairman of the Board of the Capital Market Authority
Youssef bin Hamad Al-Blihid

Issued on: 21 Dhu Al-Qa’dah 1446
Corresponding to: 19 May 2025

Published in Umm Al-Qura 5101 issued on 15 August 2025.