Saudi Commercial Register Law: Controls for Entries, Annotation and Amendment

The Kingdom of Saudi Arabia seeks to strengthen the economic performance of the commercial sector, through evidence supporting the movement of internal trade for commercial establishments and organizing a database for all commercial activities. Those who practices a commercial activity, whether a company, a sole proprietorship, a merchant or any other legal form, are obligated to register the database of his commercial activities in the Saudi Commercial Registry, under the Commercial Register Law promulgated by the Royal Decree No. (R/1) dated 21/02/1416 AH, and the executive regulations under Ministerial Resolution No. 1003 dated 21/09/1416 AH, which we shall discuss herein.

Saudi Commercial Register Law

It is a central electronic database in which the names and data of those subject to the provisions of the Commercial Register Law are recorded. The Commercial Registration Offices aim to organize registration procedures and facilitate business for commercial establishments, by making the data available for search and review. Every merchant must apply to register his name in the commercial register where his shop is located, weather it is headquarter, a branch or an agency.

A Commercial Registration Office is designated in the cities specified by a Ministerial Resolution covering all the provinces of the Kingdom, in which the names of the merchants and companies with its own numbering and codes, and each establishment shall have a distinctive symbol according to its legal form.

How to register an establishment in the commercial register and to annotate for amendment?

The process of registering a commercial establishment in the commercial register and annotating the amendment to it is carried out through several steps, including:

First:

 An application for registering a branch of a company shall be submitted within thirty days from the date of its establishment. A copy of the company’s Memorandum and Articles of Association, if any, shall be attached to the application.

Second:

The merchant, the manager of the company or the liquidator shall apply to make an entry on the Commercial Register for any amendment relating to the data already registered, within thirty days of the date of amendment.

Third:

Registration applications, as well as applications for amendment and for the cancellation of registration, shall be drawn up on the forms prepared for the relevant purpose. Each application shall be accompanied by supporting documents, written in clear handwriting, and submitted by the authorized persons, or their delegates who act on their behalf under official special or general power of attorney, expressly stating the power of the agent to submit any of the aforementioned applications pursuant to the Law. The original power of attorney or a copy thereof shall be kept along with the original application at Commercial Register Office.

Fourth:

Every one registered in the Commercial Register shall commit to the following:

1. Deposit within thirty days of the date of registration at the Commercial Register Office, a certificate of membership in the Chamber of Commerce and Industry.
2. Display the name of the commercial establishment, its commercial registration number, and the place of registration in a visible place on all the company’s facades, correspondence, printed materials, stamps, sign boards and electronic means of communication. All the data shall be provided in Arabic

Who is obligated to register pursuant to the Saudi Commercial Register Law?

• The individual trader and anyone who fits the description of a trader;
• The companies stipulated in the Saudi Companies Law; and
• The commercial representation offices, commercial agencies, and branches of Gulf and Foreign companies

What are data required to be registered in the company's commercial register?

The following data shall be registered in the commercial register:

• The name of the applicant for registration, their ID number and address
• The trade name of the commercial activity
• The legal form of the company
• The amount of capital of the applicant company 

Evidentiality of The registration data 

Data provided in the Commercial Register is considered evidence for or against the commercial establishment as of the date on which it was registered. No data obligatorily registered or entered shall be used against third parties, unless such an action is taken. However, the concerned third parties may use this data against the merchant or the company if required.

Controls for registration in the Saudi Commercial Registry System

The Saudi Commercial Registry is a fundamental pillar for regulating business activities within KSA. These controls follow precise guidelines for registering commercial establishments and updating their data, which facilitates business operations and ensures compliance with applicable laws and regulations.

 First:

1. The Commercial Registry Office shall verify the conditions for registration, annotation or deletion, and may require the applicant to submit documents supporting the validity of the data contained in his application. The Office may reject the application by a reasoned decision within 30 days from the date of submission. 
2. Registration applications for individual institutions, companies and their branches shall include the company Memorandum or Articles of Association, the director’s powers, the authorization to management and signature, and who has the right to sign transactions and contracts, and the powers of the authorized signatory, whether in terms of type or value, as well as the prohibited transactions and contracts, if any.

Second:

1. Registration applications shall be submitted to the competent employee at the Commercial Registry Office. After verification, the application shall be marked with the date of submission, the applications that meet the conditions shall be accepted, and the other applications shall be rejected, with reasons for such rejection, provided that this is accompanied by his signature. In all cases, the employee shall keep the original application at the competent Registry Office. 
2. Commercial Registry Offices shall be committed to recording the data of accepted applications in the register prepared for this purpose, issuing a certificate of this in an original and a copy to be delivered to the interested party, and keeping the copy at the Commercial Registry Office.

Third:

1. Any person may obtain an extract from the commercial register of any merchant or company, and in the absence of a registration, a certificate shall be given to the person. The extracted copy may not include a bankruptcy ruling if a judgment is issued to restore reputation, nor rulings of interdiction or seizure. 
2.  If data is entered that changes the data recorded in the register, the new data shall be recorded based on the request submitted by the interested party and a registration certificate shall be issued that includes the amended data.

Controls for registering branches of foreign companies and representative offices in the commercial register:

Article (4) of the Executive Regulations issued pursuant to Ministerial Resolution No. 1003 dated 21-9-1416 AH stipulates that:

First:

Foreign companies licensed to open a branch or office in KSA are obligated to submit an application to register the branch or office in the commercial register within 30 days from the date of opening the branch, and the application for registration for the branch or office shall be accompanied by a copy of the decision to license the opening of the branch or office and a copy of the documents supporting the establishment of the company certified by the competent authorities accompanied by an approved Arabic translation. The application for registration shall include comprehensive data about the branch and office, including particularly the following:

1. The business name of the branch or office, its address, its activities, the date of its opening, the name of the manager and his powers
2. Cases of deleting the registration in the commercial register, including the following:

Every merchant, their heir or the liquidator must delete the registration in the commercial register in the following cases:

• Upon the merchant’s permanently abandoning his business
• Upon the merchant’s death
• Upon the completion of the liquidation of the company

Second: 

The application must be submitted within 90 days from the date of the incident that requires the cancellation of the registration. If the concerned parties do not submit the cancellation request, the Commercial Registry Office, after verifying the incident and notifying the concerned parties by registered letter, will cancel the registration after 30 days from the date of notification, unless the Office receives from the concerned party during that period a proof that denies this incident. In the event that a final judgment or order is issued to cancel the registration in accordance with the applicable regulations, the competent Commercial Registry Office shall cancel the registration as soon as it is notified of the judgment or order.

Third: 

The competent Commercial Register Office shall issue a certificate for the cancellation of the registration in one original and one copy based on the form prepared for this purpose, provided that the certificate shall indicate the date of and reason for the cancellation. The original certificate shall be handed to the person concerned and the copy shall be kept in the Commercial Register Office.

Annotation of judgments and orders:

the Royal Decree No. (R/1) dated 21/02/1416 AH, and the executive regulations under Ministerial Resolution No. 1003 dated 21/09/1416 AH stipulate that: 

The judicial authorities, which issue the following judgments and orders shall inform the competent Commercial Register Office thereof, within thirty days of the date on which the judgment or order becomes final: 

1. Judgments of declaration of bankruptcy and cancellation thereof
2. Judgments of rehabilitation
3. Judgments to interdict a merchant or to attach his property, or removals thereof
4. An order issued to revoke permission to engage in business or to restrict the permission in relation to a minor or a person under interdiction
5. Judgments concerning separation of partners or dismissal of managers
6. Judgments of dissolution of a company or of its invalidity and appointment of liquidators or their dismissal
7. Judgments validating, rescinding or invalidating a judicial settlement
8. An order issued to start the procedures of a settlement to avoid bankruptcy, and a judgment issued to validate, cancel or invalidate it
9. Judgments of conviction in cases of fraud, forgery and bribery

• The competent Commercial Register Office shall make an entry of the above judgments and orders immediately upon notification thereof.
• The Commercial Register Offices shall annotate the above judgments and orders stipulated in Article 10 of the Law, together with each penalty imposed on a registrant in the Commercial Register on the registrant’s own page indicating a summary of those provisions and orders, the violation, the amount of the penalty, the date at which the penalty decision was taken, the date at which the decision was communicated to the violator, the date at which an appeal, if any, was filed, and the number and date of the decision of the Minister of Commerce in this regard, the summary thereof, and the date of the penalty implementation.

Conclusion

At the end of this article on the controls for registration in the Saudi Commercial Registry, it is clear that these controls constitute a fundamental basis for regulating commercial activities in the Kingdom, and ensure compliance with the rules and regulations. 

For more information or for a specialized legal consultation, kindly contact Sadany & Khalifa, an international law firm specialized in Commercial Law.

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