Registration steps

1. Reserve a Company Name

An approved name must be reserved before registering a company. A name can be reserved at the Ministry of Commerce and Industry. The name reservation is valid for 2 months and can also be done completely online through the website of the Ministry of Commerce and Industry.

Time: Instant (online procedure)

Cost: No charge

2. Apply for Investment License at General Investment Authority

Obtaining an investment license is the first requirement for the establishment of a Saudi company with foreign shareholders. This can be done by submitting an application to the Saudi Arabian General Investment Authority (SAGIA) to obtain an investment license.

The following documents must be submitted:

A completed standard license application form signed by each applicant, which must include an authenticated declaration that the applicants have reviewed the Foreign Investment Regulation and its Implementing Rules.
An authenticated resolution of the applicant’s board of directors to incorporate a limited liability company (LLC) in Saudi Arabia.
An authenticated copy of the applicant’s certificate of incorporation and articles of association.
An authenticated copy of the applicant’s balance sheet for a period of two years preceding the year of application.
A complete copy of the company’s proposed manager’s passport, including the empty pages, as well as four passport-size photographs.
Complete copies of the passport, including the empty pages, as well as four passport-size photographs of each person listed in the applicant’s articles of association.

Time: 3 to 4 weeks

Cost: 2000 SR

3. Approval of Company Documents from Companies Department

After obtaining the investment license, the company must prepare draft documents (articles of association) which can then be submitted at the Unified Center (UC) for approval:

Confirmation of the reservation of the company name
Cover letter/Summary of the AOA
Articles of Association (AOA), in line with a standard template provided by the UC. The AOA must also be submitted in a soft copy on a CD (in practice)
Identification cards (e.g. passports)
SAGIA investment license
Application form

The registration fee is apparently paid separately at a bank window, however this should also be located in the same Unified Center and can be done at the same time.

Time: 5 days

Cost: No charge

4. Legalize/Notarize Documents

Once the draft articles of association have been approved, the company or authorized representative must execute and legalise the articles of association before a notary public. The following documents are usually required:

The original articles of association as approved by the Ministry of Commerce and Industry
Directorate of Companies signed by the shareholders or their representatives
A copy of the certificate of incorporation and articles of association of each shareholder
An authenticated power of attorney authorizing the representative of each shareholder to sign the articles of association.
A copy of the SAGIA investment license.
A copy of each of the identification cards of the two witnesses present

A notary public office should be located in the same building of the Unified Center (UC). The notary public reviews all the documents to make sure they are complete. The notary public is estimated to review up to 15 companies per day, so there may be waiting times. However, the offices are moving towards computerization and electronic notarization, increasing the chances of a faster notarization process.

Time: 1-2 weeks

Cost: No charge

5. Publication in Official Gazette

After having the company documents approved and legalized, the company must publish the company name and a summary of the Articles of Association in the official gazette.

Reports on the fees vary wildly, the Doing Business project reports as little as 650 SR while Startup Overseas reports as much as 5500 SR for the same step.

Time: 2 days

Cost: approximately 650-5500SR.

6. Open a Bank Account

After completing the above-mentioned steps, a bank account can be opened. Shareholders can now transfer the share capital, and obtain certification stating that the capital has been deposited. It is required to obtain the certificate before the final procedure at the Unified Center.

Time: 2 weeks.

Cost: No charge (aside from the capital deposit)

7. Establish an Office

It is likely that there are no requirements to have an office address ‘registered’ or ‘approved’, although this is required before completing registration in the Commercial Registry. Therefore, there are no formal procedures for establishing an office aside from arranging lease agreements.

Time: n/a

Cost: n/a

8. Register in Commercial Registry

The final step of the registration process is to obtain a commercial registration certificate. Once all the above-mentioned paperwork is sorted and the office and bank account is established, the final registration can be submitted to the Commercial Registry at the Ministry of Commerce and Industry. Similar to the steps above, this can be done at the Unified Center by submitting the approved documents. Generally the following documents must be submitted at the Unified Center:

An authenticated board resolution from the shareholders appointing their respective board members.
Two notarized copies of the articles of association.
Two copies of the receipt of fees for publication of the summary of the articles of ­association in the Official Gazette, or the commercial newspaper, where appropriate.
The bank certificate confirming payment of the capital.
A copy of the SAGIA investment license.
A copy of the office lease.

Time: 2 days

Cost: 0-8100 SR.

9. Register Membership at Chamber of Commerce

The Doing Business project states that a company must register at the Chamber of Commerce, and this can be paid at the same building the Unified Center is located in.

Time: 1 day

Cost: 2000 SR

10. Register for Taxes

The company must register to obtain a file number and certificate of business commencement by registering with the Department of Zakat and Income Tax (DZIT). The Zakat aspect is a religious wealth tax, and is assessed based on taxable income and certain assets. The calculation of Zakat is complex, but the effective rate is 2.5% of the companies’ total capital resources.

The required documents to register and obtain a financial number are as follows:

A filled out official registration form (obtained from DZIT’s offices or website)
A copy of commercial registration certificate of main office and subsidiaries if available.
Articles of association
A copy of the Investment permit.
Copies of any other required permits.
A certificate of capital deposit at a bank for Saudi companies.
A copy of the identity card for Saudis or of the passport and resident permit for non-Saudis.
Notarized authorization to deal on behalf of the taxpayer with DZIT (if applicable).

The DZIT has a registration service that can be done directly online via its website.

Time:1-3 days
(can be done simultaneously with social insurance registration, below)

Cost: No charge

11. Register for Social Insurance

To register for social security insurance, the employer must open a file with the General Organization for Social Insurance (GOSI). This action will register the employer and the employee with the organization’s two branches: the Pension Fund and the Industrial and Illness Fund (Occupational Hazards Fund).

Registration can be done at the GOSI office online through its e-services portal.

Time: 1-3 days

Cost: No charge

Bonjour, cela ne concerne pas votre question, mais memorandum of association, c'est l'acte constitutif.

Les statuts de la société, c'est articles of association.