12 steps to incorporating in Saudi Arabia in 2023
Healy Consultants Group will be happy to project manage our Client Saudi Arabia company set up. The following steps will walk you through the process of company registration.
- Client due diligence and commitment: Prior to company incorporation, our Client i) settles Healy Consultants Group’s fees, ii) signs and returns our Client engagement letter and iii) provides us with all the required due diligence documents;
- Planning phase: Our in-house country experts draft a detailed engagement project plan, mapping out by week each step to engagement completion, optimizing transparency, and setting Client expectations for the company incorporation process. Healy Consultants Group then assists our Client to determine i) what type of KSA business entity is required ii) the optimum Saudi Arabia corporate structure iii) if and how a Saudi national sponsor will help iv) KSA corporate banking and cash flow considerations and v) employment visa strategies where applicable;
- Document preparation: To begin the process of branch registration our Client must notarize and legalize the parent company documents in the Saudi Arabia embassy in the country of origin. Some of the documents needed are i) the parent company’s M&AA; ii) Business license; iii) Certificate of Incorporation and iv) a Board Resolution and v) a Power of Attorney. Upon completion, Healy Consultants Group will assist our client to translate the same to Arabic language and attest the set of documents in KSA;
- Phase 1: MISA pre-approval (only required for foreign nationals): Healy Consultants Group and our Client prepare a complete detailed business plan and investment plan that will specify i) the nature and size of the investment activity, ii) financial data such as projected income, capital requirements or expected assets iii) economic feasibility for the next 10 years iv) manpower projections and v) market entry strategy; Together with the MISA application forms, Healy Consultants Group submits the same to MISA for their review. All going well, MISA i) issues a pre-approval certificate for our Client’s business ii) confirms if the company can be registered with the standard paid up share capital levels and iii) confirms if 100% foreign ownership will be allowed for our Client;
- Phase 2: Name reservation and incorporation documents preparation: Healy Consultants reserves the company name with the Unified Centre. Once the company name has been approved, Healy Consultants prepares the i) incorporation forms, ii) articles of associations and iii) deed of establishment;
- Phase 3: Securing the Certificate of Registration (CR) and tax number: The complete company registration application is submitted to the Saudi Arabia Ministry of Commerce and Investment (MOIC). Following approximately 6 weeks and all going well, the CR is issued. Within 3 weeks thereafter, Healy Consultants Group registers the company for tax; Saudi nationals and GCC nationals, are now able to issue invoices and sign business contracts. That said, they cannot still hire employees. Unfortunately, foreigners will have to wait until the final MISA business license is issued, before they can start conducting business;
- Phase 4: Securing business premises: Our Client supplies Healy Consultants Group with a 12 months lease agreement for their office premises and furnish the office, including installation of surveillance cameras. If required, Healy Consultants Group will assist our Client i) to find an office space according to our client’s needs; ii) to secure a lease agreement with a landlord iii) furnish the office and iv) project manage the installation of the cameras;
- Phase 5: Municipality registration and bank account opening: Once the office is ready, Healy Consultants Group proceeds to register the company with the local Municipality. This process can take up to 3 months. Immediately after the Municipality registration is complete, can Saudi nationals and GCC nationals hire employees. Unfortunately, foreigners will have to wait until the final MISA business license is issued, before they can hire employees.
Simultaneously with the above, Healy Consultants Group opens a local Saudi corporate bank account, so our Client can deposit the required paid up share capital;
- Phase 6: MISA foreign business license issuance (only required for foreign nationals): Healy Consultants Group submits the CR, the tax registration, the Municipality license and the bank’s share capital deposit letter to MISA. Following review and approval, MISA issues the foreign business investment license. Our foreign Clients are now able to i) sign contracts ii) issue invoices and iii) hire employees;
- Employee visas: All foreign nationals require a Saudi employment visa (Iqama) before they are appointed as the bank signatory to a Saudi corporate bank account. If required, Healy Consultants Group will assist to secure an Iqama for our Client, noting that before we do this, a Saudi national must already be in the payroll of our Client’s KSA company. Refer to this webpage for detailed information regarding Iqamas;
- Conversion of the bank account: Only after the above process is complete, can we have an operating corporate bank account. Our Client to be the sole bank signatory to the bank account and have internet banking access;
- Engagement completion: Healy Consultants Group couriers a full company kit to our Client, including original KSA corporate documents, unopened bank correspondence and a Client feedback survey.
Frequently asked questions
Can foreign companies incorporate a Saudi Arabian subsidiary?Yes. However it is rather challenging for companies outside the GCC to incorporate in Saudi Arabia. Contact Healy Consultants to learn about the incorporation process in Saudi Arabia.
Can foreigners incorporate a Saudi company in any industry?No. Foreigners are not permitted to invest in several industries in the “negative list” such as i) oil exploration and production ii) real estate iii) tourism iv) recruitment and employment services v) printing and publishing.