Add a Foreign Partner to a Saudi Company 2026: Steps

By Cherie, Business Consultant, Noble Core · Updated September 2026

Bringing a foreign investor into an existing Saudi LLC is one of the most common transactions we handle for founders. A Saudi owner wants capital or expertise from abroad, a Gulf group wants a stake in a local distributor, or a foreign parent wants to buy into a company that already has its licences, its staff and its customers. The commercial logic is simple. The paperwork is not, because the change touches four government systems at once: MISA, the Ministry of Commerce, the Zakat, Tax and Customs Authority (ZATCA) and the labour platforms. This guide walks through the sequence in the order the authorities expect it, with the documents, the official fees and the deadlines that catch people out.

What “adding a foreign partner” means in Saudi law

Under the Companies Law in force since 19 January 2023, a limited liability company can have partners of any nationality. A Saudi company that admits a non-Saudi shareholder becomes a foreign-invested company, which means the foreign partner’s stake is an investment regulated by the Investment Law and its Executive Regulations. That is the reason MISA sits at the start of the process and not at the end.

In practice the transaction takes one of three shapes:

• Share transfer: an existing Saudi partner sells some or all of their shares to the foreign investor. The company’s capital stays the same; the ownership table changes.
• Capital increase: the foreign investor subscribes for new shares, so the capital grows and the existing partners are diluted.
• Combination: part purchase, part new money. Common when the investor wants a fixed percentage and the company also needs working capital.

Each route ends in the same place: an amended partners’ resolution, an amended articles of association, an updated commercial registration and an updated investment registration. What changes between them is the wording of the resolution and the tax consequences, which we cover below.

If you are still deciding whether to buy into an existing company or start fresh, compare this route with a clean company formation in Saudi Arabia. Buying in saves you the licensing work on activities the company already holds; starting fresh gives you a company with no history to inherit.

Check the activity before anything else

The first question is not about the investor. It is about the company’s activities. Most activities in the Kingdom are open to foreign ownership up to 100%, but MISA classifies each ISIC4 activity as available or restricted, and some activities carry a minimum Saudi ownership percentage or a minimum capital. MISA’s own condition for an ownership amendment is that the total percentage of Saudi partners and the capital meet the minimum limits specified for that activity type.

So before you negotiate a percentage, pull the company’s current commercial registration and list every activity on it. Then check each one against MISA’s activity requirements. Three outcomes are possible:

1. All activities are open: the foreign partner can take any percentage, up to full ownership.
2. One or more activities are restricted: the deal must respect the Saudi percentage or the extra conditions MISA sets for that activity, or the company must delete the activity first.
3. An activity is not open to foreign investment: the company must remove it through an activity amendment before the foreign partner can enter.

Trading is the activity that surprises people most. A company that will be 100% foreign-owned and trades needs SAR 30 million capital, presence in at least three international markets and a commitment of SAR 300 million invested over 5 years (or SAR 200 million plus localisation). A foreign minority stake in a trading company is a different conversation, so the percentage matters as much as the activity. Our guide to 100% foreign ownership sets out the open and restricted sectors in more detail.

Step 1: agree the deal and draft the partners’ resolution

Every later filing quotes the partners’ resolution, so it is worth getting it right once. The resolution records the decision to admit the new partner, the number and value of shares transferred or issued, the new ownership percentages, any change to the manager or board, and the approval to amend the articles of association.

Read the current articles of association before drafting. Many Saudi LLC articles give existing partners a right of first refusal when a partner sells shares to an outsider. If yours do, the other partners must waive that right in writing or be offered the shares first. Skipping this step is the fastest way to have the Ministry of Commerce return the file.

For a partner outside the Kingdom, MISA asks for the partners’ resolution to be authenticated by the Saudi embassy. For partners inside the Kingdom, authentication by the Chamber of Commerce is accepted. Plan for this early, because embassy authentication abroad is the slowest link in the chain for most investors.

What the resolution should state

• The full legal name of the foreign partner, their nationality or country of incorporation and their registration number.
• Whether the entry is by transfer, capital increase or both, with the share count and the price or subscription amount.
• The ownership table before and after the transaction.
• Any change to the company’s management, signatories or board.
• The authority given to a named person to complete the procedures with MISA and the Ministry of Commerce.

Step 2: prepare the foreign partner’s documents

MISA treats the incoming foreign partner much like a new investor. Its Investor Guide (12th edition) lists the registration requirements, and the ownership amendment service asks new partners to provide the same documents. For a corporate investor that means:

1. A copy of the foreign company’s commercial register, certified by the Saudi embassy.
2. The financial statements for the last fiscal year of the foreign company, authenticated by the Saudi embassy.
3. Any additional requirements linked to the activity category, as set out in MISA’s activity requirements.

Where the foreign partner is an individual, a copy of the passport replaces the corporate documents. GCC nationals whose details are not registered in the Absher system provide a copy of their identity document. Holders of the Saudi Special Residency Permit are exempted by MISA from the commercial register, identity and financial statements requirements.

Saudi Arabia has been a party to the Hague Apostille Convention since 7 December 2022, which can shorten legalisation for documents issued in other member countries. MISA’s guide still refers to embassy certification, so confirm on the MISA portal which form it accepts for your country before you pay for either route.

Most investors also give a power of attorney to the person who will file in the Kingdom. If the investor is abroad, an electronic power of attorney through the Saudi mission is usually the cleanest option.

Step 3: record the foreign partner with MISA

Since the Investment Law took effect in February 2025, foreign investors register their investment with MISA rather than applying for the old licence. Which MISA service you use depends on where the company stands today.

If the company has no investment registration yet

A company that has always been Saudi-owned has nothing on MISA’s system. Admitting its first foreign partner means applying for investment registration through the MISA electronic services portal. MISA lists 10 working days as the processing time once the file is complete. The registration fee is determined by the ministry upon approval, and MISA states it must be paid within 15 business days of the notification of the amount; otherwise the registration is considered void. Put that payment window in your calendar the day you file.

If the company is already registered with MISA

A company that already has foreign shareholders uses the “Amendment of ownership in registration” service. MISA describes it as covering the redistribution of shares, partners entering or exiting, heirs and conversions. It lists no fee for this service and 5 working days as the processing time.

In both cases, MISA attaches a strict follow-up condition: the company must amend the partners’ resolution and update its commercial registration within 30 days of the investment registration change. If it does not, MISA may restore the investment register to its previous status. That 30-day clock is the single most important date in the whole transaction. You can review the current services and apply through the Ministry of Investment portal, and our MISA licence and investment registration guide explains how the registration works for new companies.

Step 4: amend the articles and the commercial registration

With the MISA record updated, the company returns to the Ministry of Commerce through the Saudi Business Center to amend its articles of association and update the commercial registration. Since 3 April 2025 the Commercial Register Law gives every trader one national CR with a unified number starting with 7, no expiry date and an annual confirmation. The amendment updates the partner list, the capital where it changed, and the management if it changed.

The official Ministry of Commerce fees are modest compared with the professional costs of the deal:

• Articles of association amendment: SAR 1,500 plus SAR 100, plus 15% VAT.
• Commercial registration data change: SAR 100.

Once published, the amended articles bind the company and third parties. Keep the signed resolution, the MISA confirmation and the amended articles together, because the bank, ZATCA and the labour platforms will each ask for them. If the capital increased, the Ministry of Commerce will also want evidence that the new capital was paid in, usually a bank certificate, so open that conversation with the bank before the filing rather than after it. Where the company is a simplified joint stock company rather than an LLC, the steps are similar but the entry is recorded through the shareholders’ register and the company’s bylaws, so check which form your company holds before drafting anything. The steps for the CR side alone are covered in our guide to amending a commercial registration, and a full sale of the business is covered in transferring CR ownership. The Ministry’s announcement of the new law is on the Ministry of Commerce website.

Costs and timeline at a glance

The figures below are the official government fees and processing times published by MISA and the Ministry of Commerce. Professional fees, legal drafting, translation and legalisation abroad come on top and vary by country and deal size.

Step	Authority	Official fee	Official timeline
First investment registration (company had no foreign partner)	MISA	Determined by the ministry on approval; payable within 15 business days	10 working days after a complete file
Amendment of ownership (company already registered)	MISA	No fee	5 working days
Partners’ resolution and CR update deadline	Ministry of Commerce	See below	Within 30 days of the MISA change
Articles of association amendment	Ministry of Commerce	SAR 1,500 + SAR 100 + 15% VAT (SAR 1,840)	On submission through the Saudi Business Center
Commercial registration data change	Ministry of Commerce	SAR 100	On submission
Annual CR confirmation (LLC)	Ministry of Commerce	SAR 1,200	Every 12 months
Annual investment registration update	MISA	Determined by the ministry on approval	5 working days

A realistic end-to-end timeline for a straightforward share transfer is four to eight weeks. Most of that time is spent outside Saudi Arabia, getting the foreign partner’s documents certified, rather than waiting on MISA or the Ministry of Commerce.

Step 5: update ZATCA, the bank and the labour platforms

The CR update does not automatically finish the job. A change in ownership changes how the company is taxed and who can operate its accounts, so several systems need to follow.

Zakat and income tax

This is the change founders most often underestimate. A company owned by Saudi and GCC partners pays zakat at 2.5% of its zakat base. Once a non-Saudi partner enters, ZATCA treats the company as a mixed company: the Saudi and GCC share continues to pay zakat, while the non-Saudi partner’s share of the profit is subject to income tax at 20%. ZATCA explains the rates in its income tax FAQ. Update the company’s registration with ZATCA so the next return is filed on the right basis, and ask your accountant to plan for the split in the year of the change.

Bank mandates

Saudi banks run their own know-your-customer review when the shareholding changes, and they will ask for the amended articles, the updated CR and the new ownership chart down to the ultimate beneficial owners. Update the authorised signatories at the same time if the management changed.

Qiwa, GOSI and Muqeem

Company data on Qiwa, the General Organization for Social Insurance (GOSI) and Muqeem is linked to the CR and usually refreshes from it, but check each one. If the foreign partner will work in the company and needs residency, that is a separate process through the Ministry of Human Resources and Social Development and the company’s Nitaqat position, which runs across five ranges from Red to Platinum.

Share transfer or capital increase: which route suits you

Both routes reach the same legal result. The choice is commercial.

• Choose a share transfer when an existing partner wants to exit or reduce their stake and receive cash. The money goes to the selling partner, not to the company. The seller should take advice on any tax on the gain.
• Choose a capital increase when the company needs the money. The new capital must be paid into the company, and the resolution must record how the capital is paid.
• Combine them when the investor wants a specific percentage that a transfer alone cannot deliver without the founders giving up more than they want.

Whichever route you choose, the activity limits from the start of this guide still apply to the final percentage. If you are unsure whether a new entity would suit the investor better, our comparison of branch, subsidiary and LLC structures sets out the trade-offs.

Common mistakes to avoid

• Missing the 30-day window. MISA can reverse the investment register if the resolution and CR are not updated within 30 days of its change. Book the Ministry of Commerce steps before you file with MISA.
• Letting the MISA fee lapse. On a first registration the fee must be paid within 15 business days of notification, or the registration is void and the file starts again.
• Ignoring restricted activities. One restricted activity on the CR can block the whole deal or cap the foreign percentage. Check every activity, not just the main one.
• Forgetting the right of first refusal. If the articles give existing partners pre-emption rights, get written waivers before signing with the investor.
• Starting legalisation too late. Embassy certification of the parent’s register and financial statements often takes longer than every Saudi step combined.
• Not updating ZATCA. A mixed company that keeps filing as fully Saudi-owned will have to correct its returns, and the split between zakat and income tax matters from the year of the change.
• Leaving the bank until last. An outdated mandate can freeze payments at the moment the investor wants to fund the company.

How Noble Core helps you add a foreign partner

We complete the procedures for you from the first document check to the last platform update: reviewing the company’s activities against MISA’s requirements, drafting the partners’ resolution and amended articles, preparing the foreign partner’s file, filing with MISA and the Ministry of Commerce inside the 30-day window, and coordinating the ZATCA, bank and labour updates. We do not issue government approvals and we do not influence them. Our role is to make sure the file each authority receives is complete the first time, so the published timelines are the ones you actually experience.

Whether you are a Saudi founder bringing in an overseas investor or a foreign group buying into a Saudi company, send us the current commercial registration and the ownership split you have in mind. We will tell you which MISA service applies, whether any activity limits your percentage and what the realistic sequence looks like.

Message our Saudi team on WhatsApp with the company’s activities and the planned ownership split, and we will come back with the steps, the documents you need and an honest timeline.

Frequently Asked Questions

Can a foreigner become a partner in an existing Saudi company?

Yes. A non-Saudi individual or company can buy shares in, or subscribe for new shares of, an existing Saudi LLC. The company records the foreign partner with the Ministry of Investment, then amends its partners’ resolution, articles of association and commercial registration with the Ministry of Commerce within 30 days. The company’s activities must be open to foreign investment at the planned percentage.

How long does it take to add a foreign partner to a Saudi company?

MISA lists 10 working days for a first investment registration and 5 working days for an ownership amendment once the file is complete. The Ministry of Commerce update follows within 30 days. End to end, a simple share transfer usually takes four to eight weeks, mostly because the foreign partner’s documents must be certified abroad first.

What does it cost to add a foreign shareholder in Saudi Arabia?

MISA lists no fee for an ownership amendment; for a first investment registration the fee is determined by the ministry on approval and must be paid within 15 business days. The Ministry of Commerce charges SAR 1,500 plus SAR 100 plus 15% VAT to amend the articles, and SAR 100 for a CR data change. Legal, translation and legalisation costs come on top.

What documents does the foreign partner need?

A corporate partner provides its commercial register certified by the Saudi embassy and its latest fiscal year financial statements authenticated by the Saudi embassy, plus any activity-specific requirements. An individual provides a passport copy. The partners’ resolution must be authenticated by the Saudi embassy for partners abroad or by the Chamber of Commerce inside the Kingdom. Special Residency holders are exempt from some items.

Does the company need a MISA licence to add a foreign partner?

Since the Investment Law took effect in February 2025, MISA registers investments instead of issuing the old licence. A company with no foreign shareholders applies for investment registration when its first foreign partner enters. A company already registered with MISA uses the amendment of ownership service, which MISA lists as free with a 5 working day processing time.

Can the foreign partner own 100% of the Saudi company?

In most activities, yes. MISA allows full foreign ownership except in restricted or excluded activities, where a minimum Saudi share or extra conditions apply. Trading is the main exception to watch: a 100% foreign-owned trading company needs SAR 30 million capital, presence in three or more markets and a SAR 300 million investment commitment over 5 years.

How does a foreign partner change the company’s zakat and tax?

The company becomes a mixed company for ZATCA purposes. The share owned by Saudi and GCC partners stays subject to zakat at 2.5% of the zakat base, while the non-Saudi partner’s share of profit becomes subject to corporate income tax at 20%. Update the ZATCA registration after the CR change so the next return is filed on the correct basis.

What happens if we miss the 30-day deadline after MISA approves the change?

MISA’s condition is that the company amends its partners’ resolution and updates the commercial registration within 30 days of the investment registration change. If that is not done, MISA may restore the investment register to its previous status, and the company would need to file again. Prepare the Ministry of Commerce documents before submitting to MISA to stay inside the window.