Saudi Arabia’s business laws are changing, and fast. The 2025 updates to the Companies Law represent a defining moment for international investors looking to gain a competitive edge in the Kingdom. From simplified structures to digital transparency mandates, these reforms modernise the corporate landscape to align with global best practices.
This post breaks down what you need to know, how to prepare, and why now is the time to act. Peninsula, with 15 years of experience guiding companies through complex Saudi regulations, helps businesses navigate these shifts with clarity and confidence. Let’s explore the changes that matter and what they mean for your company’s future in Saudi Arabia.
Why the New Companies Law Matters
Saudi Arabia’s Vision 2030 is more than a national development plan, it’s a reinvention of the Kingdom’s economic model. The new Companies Law, implemented in phases from 2023 to 2025, is a cornerstone of this transformation. Designed to attract international investment, it replaces outdated frameworks with flexible, innovation-ready rules that better serve startups, SMEs, and global enterprises.
Key 2025 Changes to the Companies Law in Saudi Arabia
1. Introduction of the Simplified Joint Stock Company (SJSC)
What it is: A new, highly adaptable corporate form with minimal regulatory requirements.
Why it matters: Ideal for startups, single-investor entities, and VC-backed firms. It removes the requirement for a board of directors and allows flexible governance structures.
2. Digital Transformation and Mandatory e-Governance
Change: Mandatory digitisation of company documents, governance, and filings through the Ministry of Commerce’s unified platforms.
Impact: Enhances transparency and compliance monitoring. Non-compliance may lead to penalties or deregistration.
Opportunity: Digital readiness is a competitive advantage. Businesses that embrace these platforms early position themselves for faster approvals and fewer legal bottlenecks.
3. Profit Distribution Flexibility
Change: Companies can now define their own profit distribution models in the Articles of Association, regardless of shareholding.
Implication: Greater latitude in aligning returns with strategic goals or investor agreements.
Who benefits: Foreign joint ventures, family businesses, and PE-backed firms.
4. Reduction of Minimum Capital Requirements
Update: The new law revises minimum capital requirements for most company types.
Advantage: Lower entry barriers and greater capital efficiency for new market entrants.
Strategic Note: Encourages faster go-to-market strategies and phased investment.
5. Enhanced Legal Clarity for Holding Companies
Clarification: New definitions and governance guidelines for holding company operations.
Purpose: Ensures better protection for subsidiaries, clearer accountability, and transparency across portfolios.
Peninsula Insight: This is particularly valuable for multinationals and large-scale investors managing layered entities.
Compliance Risks & Strategic Considerations
Failing to update your company structure or internal documents could lead to misalignment with the law, exposing you to fines, legal disputes, or delays in approvals.
Key compliance checkpoints include:
Reviewing Articles of Association
Updating governance procedures
Ensuring digital filings are up to date
Aligning contractual agreements with new profit-sharing models
At Peninsula, we audit and restructure existing entities to ensure full compliance, and identify new strategic advantages within the law.
Who Should Pay Attention?
Foreign Investors looking to restructure existing operations or enter via agile new company forms.
Startups and SMEs aiming to reduce cost and complexity.
Multinationals seeking improved governance across Saudi subsidiaries.
What This Means for Executives: Act Now, Gain Advantage
2025 is not just another compliance deadline. It’s a strategic inflection point. Business leaders who restructure early will benefit from smoother operations, reduced setup complexity, and enhanced investor appeal.
The law has fundamentally changed the game. It rewards agility, transparency, and forward planning. At Peninsula, we’ve helped over 1,500 businesses build future-ready structures. Let us guide you through this transition with precision and speed.
📩 Book a Free Consultation
If you’re evaluating your market entry or expansion in Saudi Arabia, let Peninsula support you, we simplify the process and unlock strategic advantage.
About Alistair:
Alistair Paine brings 15 years of dedicated experience in Saudi market entry, guiding Fortune 500 companies and innovative scale-ups through successful establishment in the Kingdom. His expertise in Saudi company formation, licensing and market entry strategy, positions him as a leading authority and consultant in international business expansion to Saudi Arabia.
Schedule a free consultation with Alistair and the Peninsula team to understand which market entry strategy is best suited to your business setup in Saudi Arabia.
The New Companies Law of Saudi Arabia, first enacted on January 19, 2023 (by Royal Decree No. M/132), was further enhanced in 2025 to accelerate digital adoption, strengthen governance, and ensure legal compliance; notably, it introduced mandatory e‑filings, digitised corporate filings, expanded profit distribution flexibility, and set a strict deadline of January 18, 2025 for all existing companies to update their Articles of Association in line with the new framework.
What is the Simplified Joint Stock Company (SJSC)?
The SJSC is a newly introduced corporate structure under the New Companies Law (Articles 138–155) designed for SMEs and startups; it has no minimum capital requirement, allows single shareholders, flexible governance (no mandatory board), permits share transfers with ease, and combines liability limitations of a joint-stock company with simplified management.
What is the minimum capital requirement in Saudi Arabia?
Under the new law, traditional joint-stock companies (JSCs) require a minimum capital of SAR 500,000 (with at least 25% paid up), while simplified joint-stock companies (SJSCs) and LLCs have no set minimum capital, although specific sectors may impose requirements via MISA or CMA based on the business activity.