Increase Share Capital in Saudi Arabia 2026: Steps and Fees

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

Share capital is not a number written once at incorporation and then forgotten. As a company grows, the reasons to raise it multiply: a tender or a large contract that asks for stronger financial standing, a new partner injecting money, a bank or a key supplier that reads the Commercial Register before extending terms, or an activity whose rules require a specific capital. In every one of those cases the decision travels a fixed legal path at the Ministry of Commerce. It starts with a partners’ or shareholders’ resolution and ends with the amendment registered in the Commercial Register and published.

This guide walks through that path as set out in the Companies Law issued by Royal Decree M/132 dated 1/12/1443H and its Executive Regulations, with the published official fees, the differences between company types, and the extra steps a foreign investor needs at the Ministry of Investment. If you are still choosing an entity, start with our full guide to company formation in Saudi Arabia and come back here when it is time to scale.

When does a Saudi company need to increase its capital?

The Companies Law sets no general minimum capital for a limited liability company, so many founders start with a modest figure that covers the launch phase. Commercial reality later forces a second look. These are the situations we see most often with clients:

• A new partner contributing cash: instead of buying existing shares from a current partner, the company issues new shares against the money the newcomer pays in. Capital rises and the liquidity lands inside the company itself.
• Activity-specific capital rules: some activities require a set capital. A 100% foreign-owned trading company, for example, needs SAR 30 million in capital among other conditions, and a joint stock company needs a minimum capital of SAR 500,000.
• Standing with banks and counterparties: the capital recorded in the Commercial Register is the first figure a bank or a large customer looks at when judging whether the company can meet its obligations.
• Converting retained earnings or reserves into capital: when profits accumulate inside the company, partners may decide to lock part of them into capital so the register reflects the real size of the business.
• Bringing in non-cash assets: a partner may contribute property, equipment or a trademark in exchange for shares. This route has its own valuation requirements, explained below.

It helps to separate a capital increase from a plain partner loan. A loan stays a debt that the company repays later. A capital increase becomes part of equity and changes the partners’ percentages, their share of profits and their voting weight. That is why the decision deserves a calm review before any paperwork starts.

The legal framework: what the Companies Law and its Executive Regulations say

The Companies Law governs the capital rules for each company type separately, and the Executive Regulations published in the Umm Al-Qura official gazette spell out the practical controls. You can read the Regulations in full on the Umm Al-Qura gazette portal. The provisions that matter most to a company owner are these.

Limited liability companies

Article 64 of the Executive Regulations sets two rules. First, when capital is increased by issuing new shares, every partner has the right to take up shares of the increase in proportion to their existing holding. If a partner asks for fewer shares than their proportion, the other partners may take the remaining shares in proportion to the shares they hold. Second, the partners submit to the Commercial Register a draft amendment of the articles of association that includes the increase, together with a declaration that the value of the new shares has been paid. The increase resolution becomes effective only after it is registered and published with the Commercial Register.

In practice this means the partners’ signatures alone are not enough. The increase produces no effect towards third parties until the new capital appears in the Commercial Register. The Law allows partners’ resolutions to be passed by written circulation without holding a general assembly under Article 166, and in a single-owner company the decision is issued by the owner of the capital under Article 157. The Ministry of Commerce publishes an official template for this type of resolution.

Joint stock companies and simplified joint stock companies

Article 2 of the Regulations requires that any amendment to the bylaws of a joint stock company or a simplified joint stock company be filed with the Commercial Register together with the resolution of the extraordinary general assembly or the shareholders approving the amendment. Articles 57 to 61 govern pre-emption rights: each registered shareholder receives rights in proportion to their shares at the end of the day on which the assembly approved the increase. The shareholder may sell or assign those rights during the subscription period, which may not be shorter than 15 days, and loses the right if it is not exercised by the end of the last day of that period. The extraordinary general assembly may suspend pre-emption rights or grant them to others where it considers that in the company’s interest.

Shares may not be issued below their nominal value. They may be issued above it if the bylaws allow or the extraordinary general assembly approves. The premium is held in a separate equity item that is not distributed as a cash dividend, but it can later be used to increase capital through bonus shares.

The three ways to increase share capital

There are three main methods, each with its own documents and its own risks. Choosing the right one at the outset saves weeks of back-and-forth.

1. Cash increase by issuing new shares

This is the most common route: existing partners or a new partner pay cash in exchange for new shares. Pre-emption matters here. An existing partner’s right to subscribe in proportion to their holding cannot be bypassed unless the partner waives it or asks for a smaller proportion. Because the partners include a declaration that the increase has been paid in the amendment application, we recommend that the money has actually reached the company’s bank account and is recorded in the books before filing, so that the declaration matches reality.

2. Increase through in-kind contributions

When a partner contributes a non-cash asset such as property, equipment or intellectual property, its fair value must be assessed in a report by an accredited valuer. Article 3 of the Executive Regulations requires that no more than 6 months pass between the date of the valuer’s report and the issuance of the corresponding shares. Many owners overlook this. The file stalls for internal reasons, the report expires, and the valuation has to be commissioned and paid for a second time.

3. Capitalisation of reserves or retained earnings

No new money enters the company under this method. Part of the existing equity, such as retained earnings or the share premium in a joint stock company, moves into the capital line and bonus shares are issued to the partners in proportion to their holdings. Ownership percentages usually stay the same, but the company needs financial statements that prove the balance is available for capitalisation. The certified accountant’s role is central here.

Official fees to increase share capital in 2026

The Ministry of Commerce charges its fee for the service of amending the articles of association or bylaws, not on the value of the increase. Raising capital from SAR 100,000 to SAR 1 million costs no more in government fees than raising it to SAR 200,000. The table summarises the official fees published on the Ministry of Commerce e-services pages.

Item	Authority	Official fee	Notes
Amendment of the articles of association (includes a capital increase)	Ministry of Commerce	SAR 1,500	Plus SAR 100 publication and 15% VAT
Approximate total for one amendment with VAT	Ministry of Commerce	SAR 1,840	(1,500 + 100) x 1.15
Change of Commercial Register data	Ministry of Commerce	SAR 100	When other register data must be updated at the same time
In-kind valuation report	Accredited valuer	Professional fee set by the valuer	Usable for 6 months from the report date
Update of the investment registration (companies with a foreign partner)	Ministry of Investment (MISA)	Determined by the ministry upon approval	Confirm the current fee on the MISA portal before filing

The SAR 1,840 figure is an arithmetic total built on the published fees. Additional fees can apply if the amendment bundles other changes, such as replacing the manager or adding an activity. Since the fee is charged per amendment application, we recommend combining every required change into a single filing whenever possible.

Step by step: increasing the capital of a limited liability company

Most capital increases for limited liability companies move through the stages below. The details vary with the wording of the articles and the partner structure, but the skeleton is constant.

1. Review the current articles of association. Read the clauses on capital, partners’ resolutions and the majority required to amend the articles. Some articles demand a higher threshold than the Law, and the articles govern. Our guide to the articles of association in Saudi Arabia explains what to look for.
2. Decide the method and the amount. Cash, in-kind or capitalisation; how many new shares will be issued, at what nominal value, and how they will be allocated among the partners.
3. Respect pre-emption rights. Offer the new shares to the existing partners in proportion to their holdings and document in writing any waiver or any request to take a smaller proportion.
4. Pass the partners’ resolution. Either in a general assembly of partners, by written circulation under Article 166 of the Law, or by decision of the capital owner in a single-owner company.
5. Pay in the increase. Transfer the cash to the company’s account, or complete the valuation report and the transfer of title for an in-kind asset, or prepare the financial statements that evidence the balance for a capitalisation.
6. Draft the amendment to the articles. In the format approved by the Ministry of Commerce, showing the new capital, the number of shares and their distribution, with the declaration that the increase has been paid.
7. File online and pay the fees. Through the Ministry of Commerce services and the Saudi Business Center platform, with the partners signing the amendment electronically.
8. Registration and publication. Once accepted, the amendment is registered in the Commercial Register and published. From that moment, and only from that moment, the increase is effective.
9. Update everyone else. The Ministry of Investment if there is a foreign partner, the bank, the accountant, and every counterparty whose contract relies on the register data.

How long each stage takes

Actual timing depends on how complete the file is and how quickly the partners sign far more than on the government authority. The estimates below come from the files we handle. They are practical ranges, not official timelines.

Stage	Typical duration	What usually delays it
Reviewing the articles and structuring the increase	2 to 5 working days	Partners disagreeing on percentages or valuation
In-kind valuation report (if any)	1 to 3 weeks	Missing title documents for the asset
Passing and signing the partners’ resolution	1 to 3 working days	A partner outside the Kingdom without an electronic signature ready
Depositing and evidencing the increase	1 to 5 working days	International transfer and bank KYC procedures
Filing and registering the amendment	A few working days after the file is complete	Drafting comments that require resubmission
Updating the investment registration (foreign partner)	Subject to MISA review	Mismatch between the register and the investment registration data

A straightforward cash increase among resident partners with documents ready can close in roughly two weeks. Files with an in-kind contribution or a new foreign partner usually take longer, and most of the difference comes from preparing the documents rather than from government review.

Companies with a foreign partner: the Ministry of Investment steps

If any partner or shareholder is a foreign investor, the company is registered with the Ministry of Investment under the Investment Law in force since February 2025, where investment registration replaced the former investment licence. Under that system an annual update replaces renewal, and the ministry sets the registration and update fees upon approval. For a new registration, MISA notifies the applicant within 10 working days of a complete file. Whenever the capital or the ownership structure changes, the data in the investment registration must match what is recorded in the Commercial Register. Our MISA registration guide covers the full regime.

Several practical points deserve attention on this route:

• A new foreign partner entering through the increase: if the increase brings a foreign investor into a fully Saudi company for the first time, the nature of the company changes and the investment registration must be in place before the entry is completed. We explain that path in detail in our guide on how to add a foreign partner to a Saudi company.
• Activities with a capital condition: if the increase is meant to satisfy an activity requirement, make sure the amount and the structure match the condition as published by the Ministry of Investment. Simply raising the figure in the register may not be enough where the condition includes other elements.
• Transferring funds from abroad: banks in the Kingdom ask for documents proving the source of funds and the identity of the remitter. Prepare the parent company’s letter or the partner’s documents in advance.
• Documents issued outside the Kingdom: a foreign parent company’s resolution approving the increase usually needs notarisation and legalisation as the receiving authority requires, and this is what takes longest in international files.

We do not issue government approvals and we do not speed them up. Our role is to prepare the file so the data matches across the Ministry of Commerce, the Ministry of Investment and the bank from the first submission, because a mismatch is the single most common reason applications are returned.

Documents required for a capital increase

The list varies with the method and the company type, but a complete file generally includes the following:

• The company’s current Commercial Register with the unified national number that begins with 7.
• The current articles of association or bylaws and the latest amendments.
• The partners’ resolution or the extraordinary general assembly resolution approving the increase, signed with the quorum required by the Law and the articles.
• Evidence of any partner’s waiver of pre-emption rights or request to take a smaller proportion, where applicable.
• Evidence that the increase has been paid: a company bank statement or bank certificate for a cash increase, the accredited valuer’s report and transfer-of-title documents for an in-kind increase, and the financial statements for a capitalisation.
• Identity documents of any new partners or shareholders, and corporate documents for a foreign legal entity where one is joining.
• The current investment registration data if the company has a foreign partner.

Under Article 2 of the Executive Regulations, the identity of partners at an amendment of the articles is verified through the data held by the National Information Center or the Commercial Register, or through the competent notarisation authority in the cases the Ministry determines in coordination with the Ministry of Justice.

What changes after the increase is registered

Registration in the Commercial Register is not the end of the work. It opens a sequence of updates that should not be left undone.

Accounting and financial statements

The new capital must appear in the company’s books and financial statements at the correct date, with the deposited cash, the in-kind asset or the transfer from retained earnings properly recorded. Because equity enters the zakat base calculation, it is worth having the accountant review the effect of the increase on the zakat return filed with the Zakat, Tax and Customs Authority (ZATCA) before the financial year ends rather than after.

Ownership, profit and voting percentages

If the increase is not allocated in the existing proportions, the partners’ percentages change, and with them their profit entitlements and voting weight. Every partner should know their new percentage before signing, and the amended articles should reflect those percentages exactly.

Banks, contracts and government platforms

Inform the bank of the amendment and refresh the KYC file, and send the updated register to customers and suppliers whose contracts require it. Government platforms linked to the Commercial Register, such as Qiwa and the General Organization for Social Insurance (GOSI), generally read the register data, but it is prudent to confirm that the updated details appear there.

Annual confirmation of the Commercial Register

Since the Commercial Register Law came into force on 3 April 2025, the register has no expiry date but must be confirmed every 12 months, at SAR 1,200 for a limited liability company and SAR 1,600 for a joint stock company. Make sure the new capital is what appears at the next confirmation, because a register not confirmed within 90 days of its due date is suspended. If you are weighing a capital increase against the minimum you actually need, our guide to minimum capital for a company in Saudi Arabia sets out the thresholds by activity.

Common mistakes to avoid

• Assuming the increase is effective once the resolution is signed: the text is explicit that the resolution takes effect only after registration and publication with the Commercial Register.
• Bypassing the existing partners’ pre-emption rights: issuing shares to a new partner without first offering them to the partners in proportion, or without documenting their waiver in writing, exposes the amendment to challenge.
• Letting the valuation report expire: the accredited valuer’s report for an in-kind contribution is usable for 6 months until the shares are issued, and any delay beyond that means a fresh valuation.
• Filing a payment declaration that does not match reality: the declaration that the increase has been paid is the partners’ responsibility. Do not submit it before the money has actually reached the company’s account.
• Splitting changes across several applications: the amendment fee is paid per application, so combining the capital increase, a manager change and a new activity in one filing saves both fees and time.
• Forgetting the investment registration update: a capital or ownership mismatch between the Commercial Register and the Ministry of Investment surfaces at the annual update and delays it.
• Relying on outdated figures: many websites still publish fees from the former investment licence era or the old Commercial Register system. The reference is the official portal at the time of filing.
• Ignoring the zakat and accounting effect: recording the increase on the wrong date or without supporting documents creates differences that are hard to explain during an audit.

How Noble Core helps you increase your company’s capital

We complete the procedures on your behalf, from reviewing the articles of association to the moment the new capital appears in the Commercial Register. We propose the right structure for the increase, draft the partners’ resolution and the amendment in the approved format, coordinate with the accredited valuer for in-kind contributions, follow the filing, fee payment and registration, and then update the investment registration data with the Ministry of Investment where the company has a foreign partner. For partners outside the Kingdom we prepare the foreign documents in advance so the file is not held up by legalisation.

Send us your company type, its current capital, the figure you want to reach and the method you have in mind, and we will come back with a written plan setting out the steps, documents and expected official fees for your specific file.

Message our Saudi team on WhatsApp and start your capital increase with a file that is complete from the first submission.

Frequently Asked Questions

How much does it cost to increase share capital in Saudi Arabia?

The Ministry of Commerce charges the fee for amending the articles of association: SAR 1,500 plus SAR 100 for publication and 15% VAT, about SAR 1,840 per application. The fee does not depend on the size of the increase, so raising capital by SAR 100,000 or SAR 1 million costs the same government fee. A valuer’s fee is added for in-kind contributions.

When does a capital increase become effective in Saudi Arabia?

Not when the partners sign the resolution. Under Article 64 of the Executive Regulations of the Companies Law, the partners file a draft amendment of the articles with a declaration that the increase has been paid, and the increase resolution becomes effective after it is registered and published with the Commercial Register. Until then the old capital is what third parties rely on.

Do existing partners have pre-emption rights in a capital increase?

Yes. In a limited liability company every partner may take up new shares in proportion to their existing holding, and if a partner asks for less, the others may take the remainder in proportion. In a joint stock company each registered shareholder receives pre-emption rights, may sell or assign them during a subscription period of at least 15 days, and loses them if not exercised by its end.

Can I increase share capital with property or equipment instead of cash?

Yes, through an in-kind contribution. The fair value of the asset must be assessed by an accredited valuer, and Article 3 of the Executive Regulations requires that no more than 6 months pass between the valuer’s report and the issuance of the corresponding shares. Title to the asset is transferred to the company and the report is filed with the amendment application.

How long does it take to increase the capital of a Saudi LLC?

A simple cash increase among resident partners with documents ready can close in roughly two weeks: a few days to structure and sign, a few days to deposit and evidence the money, and a few working days for the Ministry of Commerce to register the amendment. In-kind contributions add one to three weeks for the valuation, and files with a foreign partner depend on the MISA update.

Does a capital increase require a MISA update for a foreign-owned company?

Yes. A company with a foreign partner is registered with the Ministry of Investment under the Investment Law in force since February 2025, and its investment registration data must match the Commercial Register. After the capital or ownership changes, the registration is updated, with the fee determined by the ministry upon approval. A mismatch between the two records delays the annual update.

Is it better to increase capital or sell existing shares to a new investor?

It depends on where the money should go. In a capital increase the funds enter the company and finance growth, while existing partners are diluted unless they subscribe. In a share sale the money goes to the selling partner and capital stays unchanged. Both require an amendment registered in the Commercial Register, and the two can be combined in one application.

Can retained earnings be converted into share capital in Saudi Arabia?

Yes. This is a capitalisation: part of the existing equity, such as retained earnings or the share premium of a joint stock company, moves into the capital line and bonus shares are issued to partners in proportion to their holdings. No new money enters the company, so the file must include financial statements proving the balance is available, prepared with the certified accountant.