Recent updates on the New Companies Law in Saudi Arabia

As we have reported in previous client advisories, a new KSA Companies Law became effective on 26.6.1444H (19 January 2023G).

The new Companies Law introduced a number of significant changes together with a requirement for all existing KSA companies (LLC, single member LLC and JSC’s) to review and amend their articles of association (Byelaws in the case of a single member company) (Articles/Byelaws) to conform to the provisions of the new Companies Law and to the filing format required by the SBC.

The new Companies Law allows KSA companies a twenty-four (24) month grace period (from January 2023) to complete this exercise and submit amended Articles/Byelaws. 

Separately, the MOC have established the Saudi Business Centre (SBC) as the interface for KSA companies to make changes to their corporate documents (including Articles/Byelaws and CRs) and information registered with MoC.

All submissions (including updated Articles/Bylaws) to the SBC can (and indeed must) be submitted electronically. In the case of Articles/Byelaws, the default position is that the revised version follow the form of a standard template – only available/submittable in Arabic.  Whilst changes can, in theory, be made to the template it seems that attempts to make material variations will complicate and delay the approval process.

Notwithstanding the grace period referred to above, we are aware that the KSA Ministry of Commerce (MOC), are rejecting applications by companies to make changes to their Commercial Registration Certificate or to amend their Articles/Byelaws ( for example to reflect a change of General Manager, increase/decrease in share capital or change of financial year) unless the existing Articles have (where necessary) been amended and approved by MoC to reflect the requirements of the new Companies Law.  

All KSA companies established prior to the adoption of the new Companies Law need to review their existing documents and, where necessary, make the required amendments and submit updated Articles/Byelaws adopting the SBC Template.  Failure to do so will prevent other changes being processed which, where time sensitive may create operational and legal difficulties.