With its wealth of resources, strategic location, and a growing receptiveness to foreign capital, Saudi Arabia is becoming an increasingly attractive destination for businesses looking to expand their regional footprint and leverage the Kingdom’s ongoing economic reforms.
Establishing a branch office is an ideal strategy. It allows full foreign ownership, offers direct access to Saudi’s large and growing consumer base and the eligibility to engage with both public and private sector projects.
Features of a branch office in Saudi Arabia
A branch office is an unincorporated extension of a parent company in a foreign jurisdiction. It offers a quick and cost-effective means to access the Saudi market without the need for establishing a separate legal entity.
This setup allows foreign companies to engage directly in business activities under their existing corporate identity, but it also means that the parent company is fully liable for all activities of the branch, including any legal or financial obligations incurred.
Unlike local companies, branch offices aren’t permitted to engage in promotional, marketing, or independent trading activities. Their operations are generally limited to executing contracts and projects that the parent company has been awarded or fulfilling specific tasks that support the main activities of the parent company.
What are the requirements to setup a branch in Saudi Arabia?
Establishing a branch office in Saudi Arabia comes with specific financial and operational requirements that are crucial for legal and business compliance. These are designed to ensure that foreign companies operating in Saudi Arabia are financially stable, committed to long-term operations, and compliant with local laws and regulations.
- Parent company history: The parent company must have been operational for at least three years before setting up a branch in Saudi Arabia. You’ll need to provide proof of the company’s existence and operational history which will be in the form of financial statements, business licences, and incorporation documents.
- Legal address: Despite being an extension of the parent company, the branch office must have a legal address within Saudi Arabia. This is needed for legal documentation, receiving official communications, and accessing financial benefits such as double taxation avoidance agreements.
- Bank account: A Saudi bank account must be established under the name of the parent company. This ensures that you can easily manage financial transactions, pay taxes, and handle any operational expenses.
Share capital requirements for a KSA foreign company branch
MISA generally requires foreign company branches to have a minimum of SAR 500,000 share capital.
In most cases, this does not need to be paid down, or deposited in a local bank, it appears on the balance sheet of the business and can we used as working capital.
The amount is to show sufficient financial commitment of the parent company to its Saudi operations as well as to facilitate financial transactions within the country.
For certain types of activity, MISA prescribes differing minimum capital:
Property investment projects – SAR30 million
Contracting – SAR500,000 (also have revenue/asset value requirements)
Commercial – SAR30 million and a commitment to invest a minimum of SAR200 million over the first 5 years (for 100% foreign ownership)
Certain activities require a Saudi partner/shareholder or are for Saudi nationals only – This list is issued by MISA and can be subject to amendments. Speak to your contact at Sovereign PPG for more information on specific activities, share capitals and local ownership requirements.
Branches must set aside minimum 10% net profits until the statutory reserve reaches 30% of the branch’s original capital.
Documents required to set up a KSA foreign company branch
- Ministry of Commerce and Industry (MOCI) registration.
- MISA registration – foreign company branches must renew their foreign investment license with MISA, commercial registration certificate with MOCI and renew their chamber of commerce subscription annually.
- A local KSA bank account.
- Wasel registration - mandatory provision of local address to the government. Company branches require a local physical office lease and address – a virtual office is not sufficient.
- Commercial Registration or business license (CR) - CR certificate issued by MOCI to outline and enable the foreign company branch to conduct business activities in the KSA, allowing the same rights given to a citizen.
- Registration with Ministry of Labour and Social Development (MLSD) - The visa issuing authority to labour in-country.
- General Organisation of Social Insurance (GOSI) registration - a mandatory social insurance for processing salaries monthly and maintains government record for Saudization quota system.
- Additionally, certain types of activity require specific licensing from relevant government departments – e.g. pharmaceutical companies require a Saudi Food and Drug Association license.
The formation process for a branch is similar to that of a LLC, except there are no Articles of Association that need to be approved so the process can be expedited. However, it may take longer if the manager is not a Saudi national or resident because then the manager must obtain a residence permit as part of the formation process.