Regulatory Alerts2025-04-09
Implementation of the Provisions of the Commercial Register Law and the Law of Tradenames
The Saudi Central Bank issued this circular mandating financial institutions and their clients to rectify subsidiary commercial records within a five-year window following the Commercial Register Law effective date. It requires banks to verify ongoing client registrations, apply suspension rules identically to expiration cases, and ensure compliance with banking business regulations regarding sole proprietorships versus companies. Financial entities must adhere to Ministry of Commerce mechanisms and take necessary corrective actions to prevent adverse regulatory impacts.
Number: 10692154 Date: 143/10/11 Attachments: None
Circular
Respected Gentlemen, Peace, mercy of God and His blessings be upon you,
Subject: Implementation of the provisions of the Commercial Register Law and the Tradenames Law.
Referring to Royal Decree No. (83/M) dated 1426/03/19 AH, which approved the Commercial Register and Tradenames Laws; referring to Item (Third) of that Decree granting registered entities a five-year period from the Commercial Register Law's effective date to rectify their subsidiary commercial records; and noting Article (Fifteen) regarding suspension of registration, as well as Article (Twenty-Eight) stating this Law replaces the Commercial Register Law issued by Royal Decree No. (1/M) dated 1416/02/21 AH and takes effect after one hundred eighty days from Official Gazette publication; based on the authorities vested in the Saudi Central Bank under its Law issued by Royal Decree No. (36/M) dated 1427/04/01 AH, and related laws and regulations.
The Saudi Central Bank confirms the necessity of implementing the provisions of the Commercial Register and Tradenames Laws issued by Royal Decree No. (83/M) dated 1426/03/19 AH, including the following:
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- Rectifying the commercial records of banks and financial institutions within the specified period and according to the mechanisms established by the Ministry of Commerce, and taking all necessary measures to avoid any negative future effects.
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- Encouraging clients to rectify their commercial records within the specified period and according to the mechanisms established by the Ministry of Commerce, and taking all necessary measures to avoid any negative future effects.
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- Verifying the continued validity of clients' registration in the Commercial Register, and ensuring necessary measures are taken if registration is suspended according to Article (Fifteen) of the Commercial Register Law, such that a suspended commercial register is treated the same as an expired one.
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- Adhering to Paragraph (a) of Article (Twelve) of the Rules Governing Banking Business, whereby an entity not wishing to engage in more than one activity (other than banking business) may establish a company instead of a sole proprietorship in accordance with relevant laws and regulations, or work on liquidating other activities operated by the sole proprietorship outside of banking business.
For compliance, Al-Thaib Yours sincerely,
[Signature] Yazeed bin Ahmed Al-Sheikh Deputy Governor for Supervision
Distribution Scope:
- Financial institutions subject to the supervision and oversight of the Saudi Central Bank.
P.O Box 1997 Riyadh 11119 Kingdom of Saudi Arabia Tel: +966 11 837 0... +966 11 837 0... Kingdom of Saudi Arabia Tel: Riyadh, P.O. Box 1997