2023-02-19
The Deputy Governor for Supervision of the Saudi Central Bank (SAMA) has amended Rules 300-1-3 and 300-2-1-3 of the Bank Account Opening Rules to update capital deposit and account management requirements for resident and joint stock companies. The amendments mandate that banks open dedicated founders' accounts under establishment, verify founder identities, restrict withdrawals to the board of directors until commercial registration, and require a copy of the memorandum or articles of association. Furthermore, if company establishment remains incomplete, banks must return capital to founders proportionally while continuing to collect standard resident company documentation.
Dear Sirs,
Peace be upon you,
Subject: Amendment of Rules No. (300-1-3) and No. (300-2-1-3) of the Bank Account Opening Rules.
Reference is made to Rule No. (300-1-3) concerning resident companies, and Rule No. (300-2-1-3) concerning joint stock companies, as stipulated in the Bank Account Opening Rules communicated via SAMA Circular No. (65681/67) dated 01/11/1440 AH. Reference is also made to the Companies Law issued by Royal Decree No. (M/123) dated 01/12/1443 AH.
We hereby inform you of the amendment to the aforementioned rules as detailed in the attachment.
For your information and action, effective as of its date.
Yours sincerely,
Yazeed bin Ahmed Al-Sheikh
Deputy Governor for Supervision
First: Amendment of Paragraph (2) of Rule No. (300-1-3) concerning resident companies to read as follows: "A copy of the memorandum of association or articles of association and any amendments thereto."
Second: Amendment of Rule No. (300-2-1-3) concerning joint stock companies as follows:
Amendment of the rule title to read: "Joint Stock Companies and Simplified Joint Stock Companies".
Amendment of Item (1) of the rule to read: "Bank accounts for depositing and safeguarding the capital of these companies under establishment shall be opened as follows:"
A letter from the founders including, as a minimum: an account opening request specifying its purpose "depositing capital of (...) company (Company Name) under establishment", names of the founders, and ownership percentage of each founder in the capital.
The account shall be named "Founders Account of (Company Name) Company".
Identification and verification of the founders' identities.
Withdrawals from the account are permitted only through the company's board of directors after its registration in the commercial register.
The bank shall collect the required documents per the requirements of Rule No. (300-1-3) concerning resident companies. In case the company's establishment is incomplete, the bank must return the funds to each founder according to their capital share.
End.
Distribution Scope:
P.O. Box 2992, Riyadh 11169, Kingdom of Saudi Arabia Tel: +966 11 463 3000