How to expand your business into Saudi Arabia?
There are 3 main stages to setting up a legal entity in Saudi Arabia, including 20 steps to complete the full process. AstroLabs acts on your behalf to navigate this complex and changeable process, ensuring that you are aligned with all requirements needed to help your company expand into the Kingdom quickly and seamlessly.
Stage 1 :
Foundations of the Legal Entity
This stage is the prerequisite to any of the following stages. It provides your foreign company permission to own a business in Saudi Arabia, through the MISA Investment License, and to gain legal registration of that business through Commercial Registration.
1. Preparing of required documents
In order to initiate the set up process and to be eligible for a MISA Investor License, the below documents are required. All documents must be signed by an authorized signatory who has Power of Attorney (PoA) from the parent company.
Attested Trade License of the parent company
Article of Association (AoA) of the parent company
Audited financial statement for the last fiscal year of the parent company
Passport copy of the assigned General Manager of the Saudi entity
2. Applying for MISA license & name reservation
The MISA Investor License is a company license category, designed to attract established international companies to expand into Saudi Arabia. Once the required documents above have been collated the MISA Investor License application process can be initiated. Common business activities include technology, management consulting, media and event management. Certain activities are not permitted and/or require third party approval. Currently the government has given special attention to several sectors that would be attractive to foreign investment, namely education, logistics, manufacturing, entertainment, tourism, and culture. When carrying out your business’ Name Reservation, remember it must be an Arabic name and comply with KSA company naming regulations to include the official activity.
Our solid partnership with The Ministry of Investment (MISA) has made us a preferred partner to helping businesses expand seamlessly into the Kingdom.
3. Drafting of the local Articles of Association (AoA)
After the issuance of the MISA Investment License, the drafted AoA of the local company will be sent to the Ministry of Commerce for review, and upon their approval, it will then be attested to serve as the main foundation of the legal entity in Saudi Arabia and the prerequisite to issuing the Commercial Registration (CR). The person signing on the AoA must be authorized by the parent company through a Power of Attorney (PoA).
4. Gaining signatures and approvals
All documents must be signed by an authorized signatory who has Power of Attorney (PoA) from the parent company.
5. Issuance of the Commercial Registration (CR)
This will be the equivalent of a trade license in other countries, and it serves as the main document showing the registration number of the company, the dates, and the General Manager. The CR will also list the activities of the local company.
6. Registration with the Chamber of Commerce (CoC)
The Chamber of Commerce (CoC) is a key platform that all local companies use heavily. Many of the government processes and papers require attestation from the Company’s Chamber of Commerce. Almost all of the Chamber of Commerce processes can be done online after the activation of the account.
Stage 2 :
Authorization to Hire Staff
In order for your legal entity to be authorized to hire people, there are certain steps that must be taken, such as registration with the Ministry of Labor (MoL), and the General Organization of Social Insurance (GOSI). This stage would also allow your General Manager (GM) to have a one-time GM visa issued, allowing them to travel to KSA.
7. Activate Chamber of Commerce (CoC) account
Almost all of the Chamber of Commerce processes can be done online after the activation of the account. The Chamber of Commerce Account will be activated if it is signed by the General Manager.
8. Register with the Ministry of Labor
Registering with the Ministry of Labor (MoL) is required in order to be able to issue work permits and visas.
9. Register with General Organization for Social Insurance (GOSI)
As a foreign company established in Saudi Arabia, you must comply with Saudization law as this is monitored by the General Organization for Social Insurance (GOSI) on a monthly basis. Generally, if you have 5 employees or less, you are only required to hire one Saudi national. Once you exceed 5 employees, you will have to follow the Saudization Nitaqat system based on your size and industry. After getting your General Manager's visa, and converting it to a residency (Iqama), you will not be able to hire any more non-Saudis before hiring at least 1 Saudi at any position the business sees fit. The employer must contribute 12% of the Saudi employee’s salary to GOSI and the employee contributes 10%.
10. Get a National Address
You are required to register a physical office address to open a company in Saudi Arabia and the AstroLabs Riyadh coworking space serves as your soft landing and registered address for the initial three months as part of our setup package.
11. Issue GM Visa
The GM Working Visa issued is a one-time entry to KSA that will then be transferred to a residence permit (Iqama).
* Registration with General Authority of Zakat and Tax (GAZT)
MISA entities are subject to taxation in Saudi Arabia. Below is an indicative guide, but we recommend you seek advice from a tax lawyer to discuss your company’s particular requirements.
20% tax on net profit for the portion of the company owned by non-Saudi entities
15% VAT (starting July 2020)
A KSA company that has both KSA/GCC and non-KSA/GCC shareholders is subject to corporate income and Zakat (2.5% on the adjusted net profit or adjusted net asset value (Zakat base)) on a proportionate basis.
Registration with General Authority of Zakat and Tax (GAZT) as a step and make Preparing of required documents as a prerequisite.
An LLC is the most common form of legal entity chosen by foreign investors. The Ministry of Commerce and Investment (MoCI) issues a commercial registration certificate before the LLC is considered fully registered. After the incorporation, various governmental files and documents must be applied for in order for the LLC to be fully operational.
A branch operates on behalf of the parent company (foreign registered company) and has no separate legal existence in KSA. Registration of a branch in relation to issuance of the foreign investment license by MISA and the commercial registration certificate by MoCI follows the same general procedure as that of an LLC. The parent company of the branch has liability for the branch's activities that it undertakes in KSA. The paid-up capital for a branch does not confer limitation of liability as compared to an LLC. With regard to tax and a number of other matters, a permanent branch is treated in the same manner as a 100% foreign-owned LLC.
Stage 3 :
Acquiring Residency and Opening a Bank Account
This is the last stage of the process that will allow your General Manager to become a resident of Saudi Arabia. This includes all the required steps from completing a health check, acquiring health insurance, Muqeem registration, and the issuance of residency. Upon the completion of this stage, the GM can then start the process of opening a bank account for the company.
12. GM Visits KSA
The GM must visit KSA to utilize the one-time entry to KSA, after which it will be transferred to a residence permit (Iqama).
13. Convert GM Visa to Residency (Iqama)
The GM Working Visa is a one-time entry to KSA that will at this stage be transferred to an Iqama (Residence Permit). The local employer applies and secures the work permit and Iqama so that the employee can legally work and live in KSA. The employer is considered the local sponsor. An Iqama is issued to expatriates who arrive in KSA with a work visa. The term of employment is limited to the amount of time listed on the work permit. This is currently set at one year for work at private companies, but there is an option to renew the permit after one year.
The Iqama card is the essential ID for expats working in Saudi Arabia. It is also known as a Muqeem card and is the most important document you will have in the kingdom, without it you will not be able to live or work in the country.
14. Register with Muqeem portal
Once you have your Muqeem card, the company will add you to their Muqeem portal which enables re-entry visas to be issued and the renewal of residence permits.
15. Add GM to the company’s books
The GM must be added to the Company’s books and be registered with Absher. Absher is the official individuals eServices Mobile Application which allows citizens of and residents in Saudi Arabia to use a variety of governmental services.The Absher Portal will manage the GM’s personal files and services, such as driving license, passports, rent etc.
16. Initiate bank account opening process
This is the final step of the process. After gathering all the required documents, the process of opening a bank account is initiated. Each bank is different in terms of speed and customer service.
Standard requirements from the banks:
AoA of the parent company
A document authorizing the GM to open and manage the bank account (if not mentioned already as an authority in the AoA of the local company)
The AoA of the local company
ID copy of the GM
Some banks require an in-person visit to the local company’s office
Some standard forms and applications from the bank
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