Corporate and Commercial

Foreign Investment

Market entry, investment structures and regulatory approvals.

Corporate Structuring

Company formation, governance and corporate compliance.

Commercial Transactions

Contracts, negotiations and business relationships.

Ongoing Business Support

Operational compliance and corporate lifecycle support.

Operating a business in Saudi Arabia requires more than establishing a legal entity. Companies must consider investment regulations, corporate governance requirements, contractual protections, regulatory approvals and ongoing operational compliance. Our Corporate and Commercial practice advises Saudi and international businesses throughout their corporate lifecycle, from initial market entry and entity formation to commercial transactions, governance arrangements, regulatory compliance and strategic expansion.

Service 01

Foreign Investment and Market Entry

Saudi Arabia continues to attract international investors through its evolving investment framework and expanding commercial opportunities. Foreign companies entering the Kingdom must select the appropriate structure, complete regulatory requirements and understand the obligations attached to their chosen business model.

—	Investment structuring. We advise foreign investors on selecting the appropriate Saudi structure, including limited liability companies, branches of foreign companies and other available corporate vehicles based on ownership objectives, regulatory requirements and commercial plans.
—	MISA registration and approvals. We assist investors with understanding the Saudi investment framework, including investment registration requirements, licensing categories, ownership considerations and coordination with relevant authorities.
—	Sector-specific approvals. Certain regulated activities may require additional approvals from specialised authorities. We assist investors in identifying applicable regulatory requirements before commencing operations.
—	Tax and ZATCA compliance. We advise foreign investors and Saudi entities on tax registration and compliance considerations, including obligations relating to VAT, withholding tax, corporate tax matters applicable to foreign companies and electronic invoicing requirements administered by the Zakat, Tax and Customs Authority (ZATCA).

Service 02

Company Formation and Corporate Governance

Selecting the correct legal structure is a key decision for businesses operating in Saudi Arabia. The chosen entity affects ownership arrangements, governance requirements, liability exposure, operational flexibility and future investment opportunities.

—	Company formation. We advise clients on establishing Saudi entities, including limited liability companies, joint stock companies and branches of foreign companies, while considering ownership objectives, governance structures and commercial requirements.
—	Corporate governance structures. We assist shareholders and management teams in designing governance frameworks, including shareholders' arrangements, management authorities, board structures and internal decision-making procedures.
—	Founders and shareholders arrangements. We draft and review agreements regulating ownership rights, voting arrangements, transfer restrictions, investor protections and obligations between shareholders.
—	Commercial Registration compliance. We assist companies with ongoing Commercial Registration requirements, including updates following corporate changes, business activity amendments and compliance with Ministry of Commerce requirements relating to company records and trade names.
—	Corporate restructuring. We advise companies considering amendments to their ownership structure, conversion between legal forms, changes in management arrangements or other corporate reorganisations required to support business growth.
—	Mergers, acquisitions and economic concentration review. We advise companies involved in mergers, acquisitions, joint ventures or other transactions that may create an economic concentration to assess whether notification to the General Authority for Competition (GAC) is required. Transactions exceeding the applicable notification thresholds may require prior filing before completion.

Service 03

Commercial Transactions and Agreements

Commercial relationships require carefully structured agreements that protect business interests, allocate risk and establish clear obligations between parties. We support companies in drafting, reviewing and negotiating commercial arrangements throughout their operations.

—	Commercial contract drafting and review. We prepare and review commercial agreements including supply agreements, service agreements, distribution agreements, agency arrangements, licensing agreements and strategic partnership contracts.
—	Contract negotiations. We support clients during negotiations by identifying commercial risks, protecting contractual rights and ensuring that agreements reflect the intended business relationship.
—	Counterparty review and contractual risk assessment. We assess contractual obligations, liability exposure, termination rights, payment arrangements and compliance requirements before businesses enter commercial relationships.
—	Digital verification of authority. We assist clients in verifying the authority of representatives, managers and agents through available electronic verification channels, including Najiz services where applicable, to reduce risks relating to signing authority and corporate approvals.

Service 02

Company Formation and Corporate Governance

—	Company formation. We advise clients on establishing Saudi entities, including limited liability companies, joint stock companies and branches of foreign companies, while considering ownership objectives, governance structures and commercial requirements.
—	Corporate governance structures. We assist shareholders and management teams in designing governance frameworks, including shareholders' arrangements, management authorities, board structures and internal decision-making procedures.
—	Founders and shareholders arrangements. We draft and review agreements regulating ownership rights, voting arrangements, transfer restrictions, investor protections and obligations between shareholders.
—	Commercial Registration compliance. We assist companies with ongoing Commercial Registration requirements, including updates following corporate changes, business activity amendments and compliance with Ministry of Commerce requirements relating to company records and trade names.
—	Corporate restructuring. We advise companies considering amendments to their ownership structure, conversion between legal forms, changes in management arrangements or other corporate reorganisations required to support business growth.
—	Mergers, acquisitions and economic concentration review. We advise companies involved in mergers, acquisitions, joint ventures or other transactions that may create an economic concentration to assess whether notification to the General Authority for Competition (GAC) is required. Transactions exceeding the applicable notification thresholds may require prior filing before completion.

Service 03

Commercial Transactions and Agreements

—	Commercial contract drafting and review. We prepare and review commercial agreements including supply agreements, service agreements, distribution agreements, agency arrangements, licensing agreements and strategic partnership contracts.
—	Contract negotiations. We support clients during negotiations by identifying commercial risks, protecting contractual rights and ensuring that agreements reflect the intended business relationship.
—	Counterparty review and contractual risk assessment. We assess contractual obligations, liability exposure, termination rights, payment arrangements and compliance requirements before businesses enter commercial relationships.
—	Digital verification of authority. We assist clients in verifying the authority of representatives, managers and agents through available electronic verification channels, including Najiz services where applicable, to reduce risks relating to signing authority and corporate approvals.

How We Work

1	Understand the business objective We begin by understanding the client's commercial objectives, ownership structure, operational model and long-term plans to determine the appropriate legal approach.
2	Identify the regulatory framework We assess the applicable Saudi corporate, investment, commercial and sector-specific regulations before recommending the appropriate structure or transaction approach.
3	Structure and implement We assist with incorporation, documentation, contracts, approvals and corporate arrangements required to implement the client's commercial objectives.
4	Provide ongoing legal support We continue supporting businesses after establishment through governance advice, contract reviews, compliance assessments and strategic legal guidance.
5	Support after incorporation After establishment, we assist businesses with key operational compliance steps, including employment-related registrations, Qiwa requirements, HR documentation, Nitaqat considerations and Wage Protection System (WPS) compliance where applicable.

Operational Compliance

Workforce and Employment Compliance Support

Companies establishing operations in Saudi Arabia must consider employment-related obligations alongside their corporate structure. We assist businesses in understanding workforce compliance requirements and operational responsibilities after incorporation.

—	Saudization and workforce planning. We advise companies on the employment compliance implications of establishing operations in Saudi Arabia, including Nitaqat classification, Saudization requirements, work authorization considerations and workforce planning.
—	Qiwa and employment registration requirements. We assist businesses in understanding employment-related digital platforms and registration requirements relevant to their workforce operations, including Qiwa-related processes where applicable.
—	HR documentation and compliance. We advise companies on employment documentation, internal procedures and workforce-related legal requirements to support compliant business operations.
—	Wage Protection System (WPS). We advise businesses on wage compliance considerations and obligations relating to payroll practices under the applicable Saudi employment framework.

Building or Expanding Your Business in Saudi Arabia? Whether you are entering the Saudi market, restructuring your business, negotiating commercial agreements or managing ongoing compliance obligations, our Corporate and Commercial team can advise on the legal framework required for sustainable growth. Get in Touch