Saudi Arabia’s Minister of Commerce has issued new regulations governing beneficial ownership disclosure, replacing previous rules with more comprehensive requirements for business transparency.

Under Ministerial Decision No. 99/1447, companies must now maintain detailed registers of their beneficial owners, defined as natural persons who exercise ultimate effective control over a business, either directly or indirectly.

The regulations establish a three-tier system for identifying beneficial owners. The primary criterion requires identifying individuals who own 25% or more of a company’s capital. If no such owner exists, the second criterion looks at individuals exercising control through other means. In cases where no beneficial owner can be identified through ownership or control, the company’s director, board member, or chairman will be designated as the beneficial owner.

Companies must record specific details about beneficial owners, including full name, nationality, date and place of birth, identification documents, passport details for non-residents, address, contact information, and the nature and extent of their ownership or control. The register must also document when beneficial ownership status was established.

The Ministry of Commerce will maintain a central database of beneficial ownership information, though no fees will be charged for registration or annual confirmation of details. Companies failing to comply with these requirements face penalties under Saudi company law.

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