On 2 July 2026, ECZA’s Board issued Administrative Decision No. 21/26-27, approving the Companies Rules, the Companies Register Rules, and the Trade Names Rules applicable to the Special Economic Zones of Jazan, Ras Al-Khair, King Abdullah Economic City, and Cloud Computing Special Economic Zones. Published in the Umm Al-Qura Gazette on 10 July 2026, all three sets of rules are now in force. The rules apply to companies incorporated in these zones, Saudi companies registering branches in the zones, and branches of Gulf or foreign companies registered in the zones. Companies licensed to operate within these Special Economic Zones will be exempted from the application of the Saudi Companies Law, the Commercial Registration Law, and the Trade Names Law.

Separately, the Zakat, Tax and Customs Authority has also published the Economic Substance Requirements Regulations for the Special Economic Zones, which took effect upon publication in the Official Gazette on 7 August 2026.

Companies’ Rules:

The Companies Rules govern incorporation, management, finances, shareholder rights, mergers, and liquidation of companies established within the Special Economic Zones, with the objective of protecting shareholders’ rights, protecting counterparties, and ensuring sound corporate governance.

• Corporate Forms

The Limited Liability Company is the sole permitted corporate form, whether established by a single shareholder or multiple shareholders. The LLC is deemed Saudi in nationality and must maintain its head office within the zone. Saudi companies established in other regions of Saudi Arabia, GCC companies, and foreign companies are permitted to conduct their business and activities within the zone through a branch, provided it complies with the rules.

• Capital

The company's share capital contributions may be in cash, in kind, or both, and in multi-shareholder LLCs may include services in exchange for a share of profits, provided that reputation or influence cannot constitute a contribution. In-kind contributions exceeding 50% of the share capital must be valued by an accredited valuer. The company may issue debt instruments or financing sukuk subject to shareholder approval and applicable regulations. Subject to the licensed entity’s constitutional documents (bylaw or articles of association) and shareholder approval, shares may also be pledged as security for the company's debts.

• Governance

The company must maintain accounting records and prepare annual financial statements in accordance with approved accounting standards. The company's manager, board of managers, or board of directors, as applicable, must provide the ECZA with the company's activity report, the auditor's report, and the financial statements no later than twenty-one (21) days before the date set for the annual general assembly meeting.

Companies Register Rules:

The Companies Register Rules organize registration procedures in the centralized electronic companies register administered by ECZA. Licensed entities (company or branch licensed to carry out a qualified activity within the zone under the special economic zone legislation, excluding ancillary activities) may not conduct any economic activity in the zone until registration is complete.

• UBO Disclosure: Entities must disclose ultimate beneficiary owner (“UBO”) information at incorporation, maintain a dedicated UBO register containing accurate and up-to-date information and supporting documents, and provide annual confirmation upon renewal of the Commercial Registration Certificate (which may be filed up to 30 days before renewal). Any changes to UBO information must be reported within 15 days of the change, and entities must cooperate with the ECZA in providing information and documentation to verify the UBO.
• Compliance: Failure to comply with the Companies Register Rules, including providing inaccurate registration information or failing to meet registration, disclosure, correction, or update requirements, may result in enforcement measures.

Trade Names Rules:

Every entity must adopt and register a trade name in the Companies Register. The rules are intended to regulate trade name reservation procedures, enhance the value of trade names, and protect the rights associated with them. A trade name may be reserved for up to sixty business days before registration, subject to extension. A reserved trade name may not be used or disposed of until it has been registered in the Companies Register. 

A trade name must not be confusingly similar to an existing registered trade name or a well-known trademark unless it is owned by the same applicant. The name “Saudi” or the name of a Saudi city may be reserved or registered subject to specified conditions. Once registered, the trade name is protected, and the entity may seek compensation against whoever unlawfully uses it.

Economic Substance Requirements:

The Economic Substance Requirements Regulations, issued by Zakat, Tax and Customs Authority, apply to all licensed entities carrying out qualified activities in the Special Economic Zones (qualified for the exemptions, incentives, and exceptions approved for the zone).

The licensed entity shall meet the following Economic Substance Requirements every year, beginning from the first fiscal year in which the qualified activities are carried out: (a) adequate premises and assets that are suitable for conducting the qualified activities in the zone; (b) employ an adequate number of full-time employees (who are physically present in the zone) during the fiscal year, in proportion to the qualified activities, this include personnel with an employment contract with companies contracting with the licensed entity; (c) incur operational expenditures in the zone, which shall be commensurate with the nature of the qualified activities carried out; and (d) the qualified activities must be directed and managed from within the zone, including: (i) the licensed entity must have at least one of the directors responsible for managing the qualified activities residing in Saudi Arabia; (ii) the management must have the necessary qualifications to manage the qualified activities; and (iii) a number of board of directors’ meetings, or any equivalent board in accordance with the legal form of the licensed entity, should be held, during which actual and strategic decisions shall be made and recorded in the meeting minutes, in accordance with the qualified activities, provided that the quorum of members of the board of directors is reached for these meetings in Saudi Arabia.

Licensed entities that conduct intellectual property activities must satisfy the following additional requirements: (a) at least 50% of the directors managing the qualified activities must be residents of Saudi Arabia; (b) the licensed entity must provide a detailed business plan demonstrating the commercial rationale for holding the intellectual property assets in the zone; (c) detailed employee information, including the level of experience, type of contracts, qualifications, and duration of employment; (d) making strategic decisions relating to the intellectual property assets in the zone; and (e) the activity of the licensed entity must not be limited to marketing intellectual property assets.

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