Re-Allocation of Shares or Exit/ Entry of Shareholders or Merge Companies
The service of amending shares, the exit or entry of other partners, or merging companies is considered one of the most important investment and regulatory services provided by the Ministry of Commerce and the Ministry of Investment in the Kingdom of Saudi Arabia. It enables companies of all types to adjust their ownership or partner structure to align with changes in the company's administrative or investment reality. This service includes a number of vital regulatory procedures:
Amending the percentages or value of shares between existing partners for any regulatory or investment reason.
The exit of a partner (selling or completely or partially waiving their share), with the process officially documented and the remaining shares transferred to the rest of the partners or new entities.
The entry of new partners, whether individuals or companies, with their shares in the capital defined after the approval of the competent authorities and the documentation of the new entries.
Merging two or more companies into a single entity, with the transfer of assets and legal and administrative obligations to the new or merged entity, in accordance with the approved merger regulations.
The importance of the service for amending shares, the exit or entry of other partners, or merging companies
Providing flexibility in restructuring companies and distributing ownerships according to operational and investment variables.
Facilitating investment or divestment in legally organized ways, which supports the Saudi business environment.
Enabling the attraction of new investors or financial institutions by facilitating the procedures for entry as official partners.
Protecting all partners' rights and officially documenting all operations with the competent authorities.
Supporting growth plans or strategic transformation through mergers or restructuring operations.
Enhancing transparency and corporate governance in line with the highest international standards.
Difficulties related to implementing the service
The multiplicity of documents and regulatory requirements, such as official certifications for partners' minutes and agreements.
The need for entry or exit procedures for partners to be accurately documented by a notary public or chambers of commerce.
The possibility of procedural delays if there is any dispute between partners or if the supporting documents are incomplete.
Financial and legal complexities when evaluating shares or partners' rights in the case of a merger or divestment.
Arranging financial obligations and debts when disposing of shares or merging companies, which requires a careful review.
Regulatory dependencies such as updating data for other related government agencies (Zakat, social insurance, municipal licenses, etc.).
Technical difficulties on the electronic platform when uploading or amending contracts and documents.
Target Sector
Trader
Affiliated Authority
Ministry of Investment
Estimated Duration2 days
Gov Approval Window5 working days
Service Pricing2904
Government FeeNo Fee
Mandatory Conditions
✓Consistency between the total percentage of the Saudi (shareholder / shareholders) and the capital according to the financial limits set forth for the type of activity.
✓The entity shall abide by the procedures of amending shareholders’ resolution and the registration of the commercial register within (30) days from the date of amending the investment license, and (60) days for the merged companies, otherwise Ministry of Investment shall be entitled to return the license data to the previous situation.
✓If a partner is previously licensed by the Ministry of Investment, this needs to be clarified when filling out partners' data during application.
✓In the event of merging companies - each party must issue a merger decision to amend that company’s articles of incorporation or articles of association. The merger must be for foreign legal entities only, and it is necessary to address the status of the investment license of the merged company immediately after approving the merger by submitting a cancellation request. In the event of Difference in the type of license for the merging and merging company. The license of the merging company is maintained as a branch of the merging company.
✓Documents of the new partner/partners in the event that partners enter a new company or a new investor.
✓In the event of a merger of companies: A letter/decision from the partners for each company to merge, specifying the number of shares or shares belonging to each company in the capital of the merging company or company. Arising from the merger certified by the Chamber Commercial.
✓National Address.
✓A copy of the national IDs for partners and managers (Either Saudis or residents).