Saudi Arabia (Ministry of Investment of Saudi Arabia) MISA company registration in 2024

Since 2003, Healy Consultants Group has been assisting multi-national Clients’ with Saudi Arabian business set up. Our Middle East team will project manage i) company registration ii) multi-currency corporate bank account opening iii) tax registration iv) government licence approvals v) employee recruitment and visas and vi) location of office premises.

Business set up in Saudi Arabia is challenging. However, within 4 months, a foreign business person can wholly own a Saudi limited liability company (LLC) and legally conduct business in the Kingdom including i) issuing sales invoices ii) signing legal contracts iii) hiring staff and iv) securing office premises.

Healy Consultants Group will assist our multi-national Clients secure foreign business licence approval from the Ministry of Investment of Saudi Arabia – MISA (formerly known as the Saudi Arabian General Investment Authority). A MISA licence enables foreign investors to legally and independently serve the local market without a Saudi sponsor. MISA registration is therefore our recommended entry strategy to the Kingdom and also the preference for most of our Clients.

Unfortunately, business set up in Saudi Arabia is expensive, with high fees payable to i) the government and ii) local lawyers and accountants and for iii) notarisations and embassy attestations. There are also high paid up share capital requirements (see below);

To assist our multi-national Clients prepare for and plan Saudi Arabia business set up, refer to the summary table below. For a more detailed step by step guide, refer to this webpage:

• Paid up share capital requirements

  • Companies looking to secure a foreign investment license in Saudi Arabia have high paid up share capital requirements. See capital levels below;
  • The paid-up share capital must be deposited into a Saudi corporate bank account before company formation is completed;
  • To those Clients that cannot afford depositing the paid up share capital, Healy Consultants Group recommends our Client proceeds to i) register a Commercial Agency Agreement or ii) choose to register an entity in Dubai, Bahrain or other Middle East country;
  • Paid up share capital levels are as follows:

    Type of license	Required paid up share capital	Comments
    Service	US$134,000
    Trading	US$7.2M & a 25% Saudi national; or US$8M to benefit from fully foreign ownership	Increase investment to US$54M within 2 years from company registration
    Industrial (manufacturing)	US$267,000 to US$1,334,000	MISA will fix the exact paid up share capital during company formation, after reviewing the company’s 10-year investment plan;

• Business activities closed to foreign investors

  Except for the business activities outlined below, a MISA LLC can legally conduct business in all industry sectors:

  • Oil exploration, drilling and production;
  • Manufacturing of military equipment, devices and uniforms;
  • Manufacturing of civilian explosives;
  • Catering to military sectors;
  • Security and detective services;
  • Real estate investment in Makkah and Madina;
  • Tourist orientation and guidance services related to Hajj and Umrah;
  • Recruitment and employment services including local recruitment offices;
  • Printing and publishing;
  • Commission agents internationally classified at CPC 621;
  • Audio-visual and media services;
  • Land transportation services, excluding the intra-city passenger transport by trains;
  • Services provided by midwives, nurses, physical therapy services and quasi-doctoral;

• Investment and Saudization plan

  • Before Healy Consultants Group submits the pre-approval application to MISA, Healy Consultants Group will assist our Client to prepare i) an investment and Saudization plan and ii) an accurate complete registration application to the Authority. This registration package is a key component of the licensing process;
  • The investment and Saudization plan is one of the most important documents for MISA. This document must contain i) a description of the business activities to conduct in Saudi Arabia ii) the professional experience our Client has in other countries, including other subsidiaries iii) the nature and size of the investment activity in KSA iv) 10 year financial projection v) Manpower requirements, training provided and Saudization levels and vi) benefits and advantages of the proposed business activity to the Saudi economy, including the social impact towards the development of Saudi Arabia;
  • MISA prioritizes the registration of large entities. Therefore, the bigger our Client is in country of origin and the more our Client contributes to the Saudi economy, the higher the chances of a foreign business license approval. The lower the probability MISA will request i) a paid up share capital level higher than the one stated above and ii) the appointment of a local joint venture partner;

• Healy Consultants Group fees

  Total engagement fees for MISA LLC business set up average US$70,499. To view the breakdown of our fees, refer to our MISA LLC invoice (click here);

  • Our fees may be payable in 3 instalments (click link) as follows: i) US$27,040 to cover the MISA foreign investment approval fees and our assistance to find office premises ii) US$38,250 to secure the certificate of registration, the tax registration certificate, complete the post incorporation registrations and bank account opening and iii) US$11,100 to cover the Iqama application for the business owner;
  • The fees above includes the estimated total Government costs payable during our Client’s Saudi Arabia engagement. Following engagement completion, Healy Consultants Group will refund any excess of funds received over actual Government costs paid;

• Legal, accounting and tax considerations

  • In compliance with Anti-Concealment Law (Anti-Fronting Law), Saudi Arabian law prohibits the use of Saudi nominee shareholders and directors;
  • Refer to this webpage for detailed information about Saudi Arabia taxation and reporting and accounting matters. In summary:
    • The corporate income tax is 20%;
    • Withholding tax rates varies between 5% to 20%;
    • VAT rate is 5%;
    • Annual tax returns are to be submitted 120 days after the year end;
  • Healy Consultants Group assists our multi-national Clients’ i) legally minimize international tax and ii) timely accurately and completely discharge their Saudi Arabian legal, accounting, audit and tax obligations;

• Possible engagement delays

  • KSA Government and banks are naturally slow and inefficient, so it is usual our Clients experience frustrating delays throughout the engagement. In addition, from May to September, it is usual our Client’s engagements advance in an even slower pace due to i) Ramadan and ii) the many Saudi Arabian public holidays during this period;
  • During the engagement, our Client must notarize and attest several company and personal documents. While the attestation process can be completed within a week in most of the countries, it is usual our Clients take up to a month to complete the same, causing engagement delays;
  • Before the lease agreement for office premises is signed, it is important that Healy Consultants Group and our Client confirms with the Municipality Authority the office space complies with the minimum operational fit out requirements and that the office building does not have historic fines nor outstanding fees payable to the Authorities. Failing to rent a suitable office space will result in delays securing the Municipality license and consequently delays in allowing our Client i) hire employees, ii) apply for Iqamas or iii) appoint our Client as bank signatory to a KSA bank account;
  • It is mandatory to hire Saudi nationals before our Client sponsors foreign employees. If our Clients has difficulty sourcing quality national employees, Healy Consultants Group will assist;
  • After a Saudi entity has included nationals in its payroll, it takes on average 2 to 3 months to secure an employment and residency visas (Iqamas) for a foreigner;
  • Banks are slow and inefficient. Consequently, opening a corporate bank account can take up to 2 months, requiring several in-person meetings with Healy Consultants Group staff. Furthermore, Saudi Arabian banks may take a month to issue a capital deposit certificate;
  • Some local banks do not offer internet banking access for foreign currencies, therefore securing a simple bank statement can become a challenging time-consuming task, requiring the bank signatory visit to the Saudi Arabian branch;