The Authority of Cities and Special Economic Zones issued the rules for the companies register in the special economic zones, including a new regulatory system that obliges all licensed establishments to register in the companies register before engaging in any economic activity. It imposes requirements for disclosure of the ultimate beneficial owner, and specifies procedures for registration, renewal, and updating, thereby enhancing transparency and governance and raising the efficiency of the investment environment within the special economic zones.

Registration is a Condition for Conducting Activity

The rules affirmed that no licensed establishment may conduct any economic activity within the special economic zone except after registration in the companies register and fulfillment of all prescribed regulatory requirements, making the commercial register a fundamental condition for commencing activity.

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Disclosure of the Ultimate Beneficial Owner

The rules dedicated a full chapter to regulating the disclosure of the 'ultimate beneficial owner,' obligating all establishments to disclose his data to the authority and submit supporting documents according to the mechanisms and standards determined by it in coordination with the competent authorities.

It required including the ultimate beneficial owner's data in the company incorporation application, and creating a special register within the establishment containing accurate and updated information about the ultimate beneficial owner, while retaining all supporting documents and evidence of any changes to that data.

The rules required establishments to take verification measures proportionate to the risk level to ensure data accuracy, and to rely on independent and reliable sources to verify the identity of the ultimate beneficial owner.

It obliged companies to confirm the ultimate beneficial owner's data upon renewal of the commercial register certificate, allowing the confirmation to be submitted thirty days before the renewal date, and granted the authority the power to request this confirmation at any time.

The rules also required notifying the authority of any change to the ultimate beneficial owner's data within no more than (15) days from the date of its occurrence, along with stating the reasons for the change, in addition to providing that data to financial institutions and designated non-financial businesses and professions when requesting services, and full cooperation with the authority in verification processes.

Detailed Data for Registration

The rules specified the data to be included in the registration application, including the name of the applicant, reserved trade name, legal form of the company, capital, data of the manager or board members and their powers, address of the main headquarters, type of licensed economic activity, contact details, license from the competent authority, founding documents of Gulf and foreign companies, in addition to any other data determined by the authority.

It obliged establishments to provide the registrar with the data of the bank account used in conducting the activity within (90) days from the date of registration, and to update that data upon any change.

Additional Requirements for Company Branches

The rules required branches of Saudi, Gulf, and foreign companies wishing to register in the special economic zones to attach licenses from the competent authorities, founding documents of the parent company, and a certified Arabic translation thereof, in addition to any other documents requested by the registrar.

5 Days to Decide on Applications

The rules stipulated that registration applications be submitted via the dedicated electronic services platform, granting the registrar the authority to approve alternative means if the platform cannot be used.

The registrar is obliged to decide on complete applications within five working days from the date of submission, with the possibility of extending the period when necessary, provided that any rejection decision is reasoned, and the applicant is granted the right to appeal to the authority within sixty days from the date of notification.

The rules authorized the registrar to prepare forms for registration, updating, renewal, deletion, and issuance of extracts and certificates.

Validity of the Register from 2 to 5 Years

The rules set the validity period of registration in the companies register between two and five years, according to the period specified by the investor at the time of application, provided it aligns with the duration of the granted license. It also obliges establishments to renew the commercial register certificate within the thirty working days preceding its expiry.

Permitting Multiple Activities in One Register

The rules allowed the investor to register more than one economic activity in a single companies register, without requiring homogeneity among the activities, as long as all are among the activities licensed to be practiced within the special economic zone.

It emphasized that the investor is registered once in the companies register regardless of the multiplicity of his activities or branches within the zone.

Deadline to Correct Applications

The rules obliged the registration applicant to complete or correct any deficiency in the registration application within five working days from the date of notification; otherwise, the application is considered canceled, while retaining the right to submit a new application.

Update Data within 15 Days

The rules obliged all establishments to update their data registered in the companies register within (15) working days of any change, with the registrar notifying the competent authority to update the license data or related documents.

The rules granted the registrar the authority to update the registration data on his own in cases of final judicial rulings, decisions from competent authorities, or decisions of the competent committee to correct data, with an obligation to notify the establishment of the update within (15) days.

The rules affirmed that the investor bears full responsibility for the correctness and accuracy of all data submitted to obtain services related to the companies register, thereby enhancing the reliability of the register and ensuring the integrity of regulatory data.

Regulation of Voluntary and Compulsory Deletion

The rules allowed establishments to apply for voluntary deletion of their registration in the companies register after notifying the competent authority, upon cessation of economic activity, with an obligation on the registrar to decide on the application within a period not exceeding ten days from the date of submission.

It clarified that deletion of the registration of companies or branches of foreign companies is carried out after completing the liquidation procedures stipulated in the bankruptcy law or related regulations, stressing that deletion does not exempt the establishment from paying any due financial consideration – if any – or any obligations related to the commercial register certificate.

In contrast, the rules obliged the registrar to delete the establishment's registration in specific cases, most notably the issuance of a final judicial ruling to delete the registration, or the completion of the company's liquidation procedures according to the companies rules in the special economic zones.

Obliging Establishments to Display Registration Data

The rules required all establishments to display their registration data in the companies register in a visible place within their premises, through a QR code that enables stakeholders and relevant parties to view the establishment's basic data from inside or outside the location.

It affirmed that the data recorded in the companies register constitutes legal evidence for or against the establishment as of the date of its registration, and it is not permissible to assert against third parties any data that should have been registered or updated but was not, while interested parties retain the right to assert it against the establishment.

Making Register Data Available to the Public

The rules granted any person the right to view the basic data recorded in the companies register, which includes the establishment's name, registration number, legal form, data of the manager or board of directors, capital, address, licensed activities, registration status, and date of registration and renewal of the commercial register.

It allowed any person to request a detailed extract from the register containing the establishment's data, partners, and managers, taking into account the provisions of the Personal Data Protection Law.

Correcting Errors within 5 Days