المملكة: Details of the new controls for the company registry in special economic zones

Disclosure of the beneficiary. The real

The rules devoted an integrated section to regulate the disclosure of "The real beneficiary"It obligated all establishments to disclose their data to the Authority and submit supporting documents in accordance with the mechanisms and standards it determines in coordination with the competent authorities. data, and rely on independent and reliable sources to verify the identity of the true beneficiary.

Companies were obligated to confirm the data of the true beneficiary when renewing the commercial registry certificate, while allowing confirmation to be submitted thirty days before the renewal date, and the Authority was granted the power to request this confirmation at any time.

The rules also required that the Authority be notified of any amendment occurring to the data of the true beneficiary within a period not exceeding (15) days from the date of its occurrence, with a statement of the reasons for the amendment, in addition to submitting that data to financial institutions and specified non-financial businesses and professions. When requesting services, and fully cooperating with the Authority in verification processes.

Detailed data for registration

The rules specify the data that must be included in the registration application, and include the name of the applicant for registration, the reserved trade name, the company’s legal form, the capital, the details of the director or members of the board of directors and their powers, the address of the main center, the type of licensed economic activity, means of communication, the license of the competent authority, and the incorporation documents of Gulf and foreign companies, in addition to any other data specified by the Authority.

Enterprises were obligated to provide the registrar with the bank account data used to carry out the activity within (90) days from the date of registration, and to update that data upon any change.

Additional requirements for company branches

The rules required branches of Saudi, Gulf, and foreign companies wishing to register within special economic zones to attach the licenses of the competent authorities, the parent company’s incorporation documents, and an approved Arabic translation thereof.

To Along with any additional documents requested by the Registrar.

5 days to decide on applications

The rules stipulate that registration applications must be submitted via the electronic platform designated for services, with the Registrar given the authority to adopt alternative means when the platform is unable to be used.

The Registrar is obligated to decide on completed applications within five working days from the date of their submission, with the possibility of extending the period if needed, provided that any rejection decision must be reasoned, with the applicant given the right to appeal before the Authority within sixty days from the date of his notification.

The rules authorized the registrar to prepare forms for registration, updating, renewal, cancellation, and issuing extracts and certificates.

The validity of the register is from two to five years

The rules set the validity period for registration in the companies register between two years and five years, according to the period specified by the investor when applying, provided that it is compatible with the duration of the license granted.

With the obligation of establishments to renew the commercial register certificate within the thirty working days preceding the expiration of Its validity.

Allowing multiple activities in one register.

The rules allowed the investor to register more than one economic activity in a single company registry, without requiring homogeneity between the activities, as long as they were all activities licensed to be practiced within the special economic zone.

It confirmed that the investor is registered once in the companies registry, no matter how many activities or branches he has within the zone.

A deadline for correction. Applications

The rules obligated the applicant to complete or correct any deficiency in the registration application within five working days from the date of his notification, otherwise the application will be considered cancelled, while he reserves the right to submit a new application.

Update the data within 15 days

The rules obligated all establishments to update their data registered in the companies registry within (15) working days of any change occurring, with the registrar notifying the competent authority to update the licensing data or relevant documents.

The rules grant the registrant the authority to update registration data on his own initiative in cases of issuance of final judicial rulings, decisions from competent authorities, or decisions of the committee responsible for correcting data, while obliging him to notify the establishment of the update within (15) days.

The rules confirm that the investor bears full responsibility for the validity and accuracy of all data provided to obtain services related to the company registry, in a way that enhances the reliability of the registry and ensures the integrity of regulatory data.

Regulating voluntary delisting. And mandatory

The rules allow establishments to apply for the cancellation of their registration in the companies registry on an optional basis after notifying the competent authority, upon ceasing to practice economic activity, while obliging the registrar to decide on the request within a period not exceeding ten days from the date of its submission.

It clarified that the cancellation of the registration of companies or branches of foreign companies takes place after completing the liquidation procedures stipulated in the bankruptcy system or related regulations, stressing that writing off the registration does not exempt the facility from paying the financial consideration due. – if any – or any obligations related to the commercial registry certificate.

On the other hand, the rules obligated the registrant to cancel the establishment’s registration in specific cases, most notably the issuance of a final court ruling to cancel the registration, or the end of the company’s liquidation procedures in accordance with the rules for companies in special economic zones.

Obligating establishments to display registration data

The rules required all establishments to display their registration data in the companies registry in a clear place inside their headquarters, through an electronic code (QR Code) that allows Customers and relevant parties may view the facility’s basic data from inside or outside the site.

It confirmed that the data registered in the corporate registry is a legal argument for the facility or against it as of the date of its registration, and it is not permissible to protest against others any data that should have been registered or updated and was not done, with stakeholders retaining the right to protest it against the facility.

Making the registry data available to the public

The rules grant any person the right to view the basic data registered in The company registry, which includes the name of the establishment, registration number, legal form, details of the director or board of directors, capital, address, licensed activities, registration status, date of registration and renewal of the commercial registry.

It authorized any person to request a detailed extract from the registry that includes the information of the establishment, partners and managers, taking into account the provisions of the personal data protection system.

Correction of errors within 5 days

The rules obligated the registrant to correct any material or errors. A procedural procedure that is discovered in the registration data within five working days of its discovery or of submitting a correction request, with the establishment being notified of the result of the correction if it was done on the Registrar’s initiative.

Registration of final judicial rulings

The rules require the competent judicial authorities to notify the Registrar of the final rulings and decisions affecting the companies’ conditions within thirty days of their issuance.

The provisions include opening and terminating bankruptcy procedures, dissolving and liquidating companies, rehabilitating investors, interdiction and guardianship, and permission for minors. in trade, and the imposition of penalties that prevent the establishment from practicing its business, the removal of managers or partners, and the provisions of judicial receivership and the identification of heirs, provided that the effects of these provisions are recorded directly in the companies registry.

Registering powers

The rules specify the most prominent violations, the most important of which is submitting incorrect data for registration in the companies registry, or violating the obligations related to disclosing the true beneficiary, updating data, renewing the commercial registry, or displaying registration data.

Employees named by a decision of the Council were given the status of officers, specifying their powers, obliging them to show their job identities, adhering to neutrality and confidentiality, disclosing any conflict of interest, and not undertaking control work outside official working hours, in addition to enabling them to apply direct penalties to some violations determined by the Council.

Suspension of registration and suspension of licenses

The rules were approved by the competent committee, in addition to Regulatory penalties, taking a number of corrective and administrative measures against violating investors, including issuing a warning, obliging the investor to remove the causes of the violation and address its effects, and correct the data registered in the register.

The committee was given the power to suspend the establishment’s registration in the companies register for a period of up to one year, with the consequent suspension of all licenses related to the registration. If the violation continues after the end of the suspension period, the authority has the right to ask the partners to dissolve the company or resort to the competent judicial authority to request Solve it.

The right to appeal and review the rules

The rules affirmed the right of investors to file a grievance against the decisions issued under them in accordance with the relevant regulations.

They also authorized the Council to determine the financial compensation for services related to the corporate registry, stipulating that the rules be reviewed periodically and any future amendments approved by a decision of the Council.