Economic reforms in Saudi Arabia have unleashed a new era of Saudi entrepreneurship and a sharp increase in direct foreign investment in the form of new market entrants, mergers, acquisitions, and partnerships. While the opportunities are exciting, adequate diligence and prudence must be applied to how all new ventures are structured. Failure to do so can have serious and unexpected consequences for any business. The Kingdom is continuously codifying business activities and integrating licensing and incorporation services to simplify and streamline access, and this necessitates that existing businesses also align with the changes.

Our corporate practice is a major practice area of our firm and encompasses the entire spectrum of corporate law. With over 50 years of experience, we have guided thousands of emerging and growing entities, multinational, investment banks, private equity funds, and family businesses on the successful formation of new businesses and the ideal corporate structures that are most suitable for their ventures. This extensive know-how allows us to offer our clients practical and informed insights that are compliant with both Sharia practices and the rapidly evolving regulatory environment in the Kingdom.

Business Structuring for Domestic and Foreign-Owned Corporations

The successful structuring of entities in Saudi Arabia requires a thorough understanding of the entire spectrum of corporate law and necessitates staying abreast of changing regulatory regimes.

Our market-leading Corporate Practice encompasses all key business areas that may impact our clients including taxation, employment, environment, technology, intellectual property, real estate, contracts, investments, licensing issues, concession, public procurement policies, capital market law, alternative dispute resolution, litigation, and others. We maintain a well-regarded reputation with government authorities and remain up to date on regulatory changes that we utilize to inform and benefit our clients.

Our decades of experience in the Kingdom’s banking and finance industry are paired with extensive knowledge relating to the setup of legal entities and structures favoured by Islamic banks and Sharia scholars in the Middle East.

This combination of knowledge and experience makes us a highly-valued partner in the formation of new entities in the Kingdom including:

• General and limited partnerships
• Joint ventures
• Limited liability companies (LLCs)
• Joint stock companies
• Saudi Arabian branches
• Investment funds
• Not-for-profits
• Franchises, agency/distributorships

We also regularly advise clients on:

• Corporate governance
• Mergers and acquisitions
• Obtaining regulatory licenses
• Registration with the appropriate government agencies
• Negotiating and drafting of commercial agreements
• Licensing of trademarks and names.
• Protection of intellectual property rights
• Other corporate matters

And should you find yourself in a position of conflict which requires legal support, our team has extensive expertise in Alternative Dispute Resolution (ADR) and litigation to defend your interests.

About Our Business Structuring Legal Team

Our team succeeds thanks to their commitment to understand each client’s specific challenges and produce practical and cost-effective solutions that align with the law and the client’s best interest. We have a long and proven track record of acting on high-profile deals and complex structuring transactions in all key sectors of the economy.

Notable corporate structuring projects include:

• Advising a Spanish-Saudi consortium on its USD $8.25 billion Phase 2 of the Haramain High Speed Railway Project connecting the two Holy cities of Mecca and Madinah via Jeddah and advising on its overall transaction management in Saudi Arabia and on Sharia law; advising on all contractual aspects of the project beginning from assisting the prime contractor with the bid preparation to pre-qualification and later with the execution – a multi-billion US dollar transaction that required heavy involvement from our commercial and corporate team including but not limited to negotiations on behalf of the client with government ministries and authorities.
• Advising a leading Chinese railway construction company as the main contractor on a USD $2 billion Mecca Metro Project (Al-Mashaaer Al-Muqaddassah Metro) on all legal issues relating to the Mega Project, drafting various agreements and contracts and coordinating and liaising on behalf of the company with all concerned ministries and agencies.
• Advising a French and Spanish consortium on their bids for the operation and management of water and wastewater systems in Riyadh and Jeddah respectively with the Ministry of Water and Electricity and in reviewing and advising on the agreements from Sharia perspective and supervising the due diligence exercise.
• Advising a major Saudi company (in association with an international cargo/courier company) on all its Saudi agreements, i.e. the dry lease and wet lease agreements, and all related business agreements as well as in the restructuring of its relationship with its international partner and assisting in the assignments that include spinning off the existing company, creating two different companies and drafting and reviewing all agreements relating to the acquisition of shares, transferring of all the licenses, assets and employees etc. to this company, by obtaining the investment licenses that allows the foreign company to hold equity in the Saudi company.
• Advising an Austrian industrial company on two major projects with a Saudi entity from a Saudi law perspective and other legal issues with respect to Saudi laws and regulations. One project was for the expansion of an existing steel making plant and the other for a new direct reduction iron facility. Both projects were executed through a consortium within the steel plant sites in Saudi Arabia, the value of which was in excess of USD $90 million.
• Advising a major retail franchise operator with more than 70 consumer retail brands across the Middle East and North Africa, Russia, Turkey and Europe – on Saudi law concerning contentious and non-contentious matters related to their business in Saudi Arabia.
• Advising a major Saudi industrial corporate on asset purchase agreemnts and stock transfer agreements and all related contracts.
• Advising a major Saudi industrial corporate on asset purchase agreements and stock transfer agreements and all related contracts.
• Advising a petrochemical logistics company on its USD $85 million development of a bulk liquid petrochemical storage and handling business in Jubail.
• Advising a leading Indian business conglomerate on various commercial transactions and regulatory matters in Saudi Arabia and with respect to the Saudi Commercial Agency Law.
• Advising a world leading travel software company on new business structuring and providing general consultation with respect to their agreements and all corporate aspects of their operation in Saudi Arabia.
• Advising a group of Saudi investors on a project to establish medical centres and laboratories across Saudi Arabia.

Contact Our Corporate Practice Group

No matter the complexity of your business setup and structuringrequirements, our legal team has the capabilities and depth to produce results. With offices located in Jeddah, Dammam, and Riyadh, we support domestic and international clients across the Kingdom. Contact us to book a consultation.