Acquisitions in Saudi Arabia can need merger clearance from the General Authority for Competition (GAC), registration or approval from the Ministry of Investment (MISA) and, for listed targets, compliance with the Capital Market Authority's takeover rules. A GAC filing is reported to be needed where combined worldwide sales exceed SAR 200 million and the target and Saudi sales tests are met, and the deal cannot close until GAC clears it. Since January 2026 foreign investors, resident or not, can buy listed shares directly within ownership caps. The Bankruptcy Law offers court-supervised restructuring as well as liquidation.
Merger control
GAC reviews economic concentrations: any transaction that transfers ownership of assets, rights or equity, or otherwise gives control or decisive influence over an undertaking. This covers mergers, share and asset purchases and joint ventures that operate as autonomous businesses. GAC may approve a notified deal, approve it with conditions or reject it. The Competition Law also reaches conduct abroad that affects Saudi markets, so a deal between two foreign companies can need a filing.
A July 2026 practitioner guide reports that a filing is required where the parties' combined worldwide annual sales exceed SAR 200 million (raised from SAR 100 million in March 2023), the target's worldwide sales exceed SAR 40 million and the parties' combined Saudi sales exceed SAR 40 million, with the target contributing to that figure. The filing must be made at least 90 days before completion. GAC's 90-day review runs from a complete filing, and the deal may not close until GAC approves it in writing or the period lapses without a decision. The fee is reported as 0.02% of the parties' annual sales, capped at SAR 250,000.
Failing to notify can lead to a fine of up to 10% of annual sales, or up to SAR 10 million where sales cannot be estimated. In a 2024 case GAC fined each party SAR 400,000 for closing without notifying. These figures come from a secondary source because GAC's own site could not yet be checked, so test any deal with Saudi sales against GAC's current regulations and guidelines before signing.123456
Foreign investment registration and screening
The Investment Law, in force since February 2025, repealed the 2000 Foreign Investment Law, guarantees equal treatment of local and foreign investors and requires a foreign investor to register with MISA before investing. Investment in listed securities under the Capital Market Law does not need this registration. A foreign investor needs MISA's prior approval to enter an activity on the excluded list, and also before any change in ownership of an investment in a restricted activity, so a share deal in such a sector should be conditional on that approval.
Foreign investment remains prohibited in nine activities, among them oil exploration and production, security and detective services, recruitment offices and commission agents. Full foreign ownership is excluded in others, such as land transport and most telecommunications services. Buyers should check MISA's current list, the registration route and any sector regulator's change-of-control approval as separate conditions.
Privatisations and PPP projects run under the Private Sector Participation Law, in force since 2021. Public competition is the default procurement method, and the law also allows limited competition, direct contracting and unsolicited proposals.78910
Listed companies and takeovers
Public takeovers follow the CMA's Merger and Acquisition Regulations, last amended in January 2023. When a person, alone or with concert parties, comes to own 50% or more of a class of listed voting shares, the CMA Board may require an offer for the rest. The offer must be in cash, or include a cash alternative, at no less than the highest price the buyer paid in the previous 12 months. A private deal that takes a buyer to 40% or more falls under the same rule, and reaching 40% must be disclosed publicly by the end of the third trading day. Offer documents need the CMA's prior approval.
A buyer that reaches 90% must buy out any minority shareholders who ask within 90 days, and can apply to the CMA to force the remaining holders to sell. The target board must obtain independent financial advice. During an offer it may not issue shares, buy back shares, or buy or sell assets worth 10% or more of net assets without shareholder approval.
The CMA's Rules for Foreign Investment in Securities, as amended on 5 January 2026, let foreign individuals and companies invest in listed securities directly, whether or not they live in Saudi Arabia. A non-resident foreign investor may not own 10% or more of a listed issuer, and total foreign ownership is capped at 49%. These caps do not apply to foreign strategic investors, who must hold their shares for two years. A listed company that owns real estate in Makkah or Madinah other than for its headquarters must keep non-Saudi ownership at or below 49% and may not have foreign strategic investors.1112131415161718
Insolvency and restructuring
The Bankruptcy Law, in force since 2018, offers financial restructuring to keep a viable business trading, as well as orderly liquidation run by a licensed trustee appointed by the court. It recognises separate classes of creditor, including secured creditors, and has procedures for small and medium-sized businesses.
For lenders and counterparties, this means security and priority should be documented with the restructuring route in mind. Buyers of distressed assets may need to purchase through the court process.19
| Approval | When it applies | Authority |
|---|---|---|
| Economic concentration clearance | Reported thresholds: combined worldwide sales above SAR 200 million, target above SAR 40 million and combined Saudi sales above SAR 40 million, including foreign-to-foreign deals | General Authority for Competition |
| Investor registration or prior approval | Foreign investor entering an investment; prior approval for excluded activities and for changes in ownership in restricted activities | Ministry of Investment |
| Prohibited or restricted activity check | Target operates in a prohibited activity or one excluded from full foreign ownership | Ministry of Investment |
| Mandatory offer and offer document approval | Buyer reaches 50% of a listed class of voting shares, or 40% through a private deal | Capital Market Authority |
| Foreign ownership limits in listed companies | Non-resident foreign investor below 10% per issuer; 49% aggregate foreign cap; 49% cap for listed companies holding Makkah or Madinah real estate | Capital Market Authority |
| PPP or privatisation procurement | Acquiring or bidding for a government asset or concession | National Center for Privatization and PPP |
| Restructuring or liquidation procedures | Distressed target or counterparty | Courts under the Bankruptcy Law |
How it works, step by step
- Test the deal against GAC's thresholds using the parties' worldwide and Saudi sales32General Authority for Competition
- Check the excluded activity list and plan investor registration or prior approval, including approval of any change in ownership in a restricted activity789Ministry of Investment
- For a listed target, map the 40%, 50% and 90% takeover thresholds and the foreign ownership caps, and prepare the offer document for CMA approval1112131417Capital Market Authority
- Identify sector regulator change-of-control approvals, such as SAMA for financial institutions20Sector regulators
- File with GAC at least 90 days before completion and do not close before written clearance or lapse of the review period46Parties; General Authority for Competition
No timings or fees are shown unless an official source states them.
Documents usually needed
- Economic concentration notification with sales data for all parties
- Transaction documents and group structure charts
- MISA investor registration or prior approval application
- Offer document for CMA approval and the independent financial adviser's advice (listed targets)
- Sector regulator change-of-control applications where relevant
Common mistakes
- Assuming a foreign-to-foreign deal cannot need a Saudi filing because neither party has a Saudi entity.
- Closing before GAC clearance, or filing less than 90 days before the planned completion date.
- Buying 40% of a listed company privately without planning for a mandatory offer.
- Treating the 2025 move from licensing to registration as removing all approvals, when excluded activities and changes in ownership in restricted activities still need MISA's approval.
- Structuring a foreign acquisition of a business that operates in a prohibited activity, such as recruitment or commission agency, without carving that activity out.
When the business crosses borders
- The Competition Law applies to conduct abroad that affects competition in the Kingdom, so global deals with Saudi sales need a threshold check.
- Foreign buyers register with MISA under the Investment Law and need prior approval for excluded activities; listed securities investment is outside registration.
- Foreign investors can hold listed shares directly within a 10% per-investor cap for non-residents and a 49% aggregate cap; foreign strategic investors are outside the caps but locked in for two years.
Questions businesses ask
Does every acquisition need GAC approval?
No. A filing is reported to be needed only where combined worldwide sales exceed SAR 200 million, the target's sales exceed SAR 40 million and combined Saudi sales exceed SAR 40 million. Where a filing is needed, the deal cannot close until GAC clears it or its 90-day review lapses.341
Do foreign investors still need a MISA licence?
No licence, but registration: under the Investment Law a foreign investor registers with MISA before investing, and needs prior approval for excluded activities and for changes in ownership in restricted activities.78
When does buying shares in a listed company trigger a mandatory offer?
When the buyer, with concert parties, reaches 50% of a class of listed voting shares, or 40% through a private transaction. The CMA Board may then require an offer for the remaining shares at no less than the highest price paid in the previous 12 months.1112
Are there sectors foreign buyers cannot enter?
Yes. Foreign investment is prohibited in nine activities, including oil exploration and production, security services, recruitment offices and commission agents, and full foreign ownership is excluded in others such as most telecommunications services.9
What this guide does not yet confirm
These points need checking with a qualified local professional in Saudi Arabia before you rely on them.
- GAC thresholds, review timetable, filing fee and penalties come from a July 2026 practitioner guide; GAC's website and the Bureau of Experts legislation portal block automated access, so the official implementing regulations and guidelines could not yet be checked.
- The CMA's substantial shareholding disclosure rule (Article 70 of the Rules on the Offer of Securities and Continuing Obligations) could not be extracted from the CMA document.
- MISA's current excluded-activity list could not yet be checked; the prohibited activities rely on the US State Department.
- Bankruptcy Law procedures (protective settlement, small-debtor procedures, administrative liquidation, the Bankruptcy Commission's role) were not confirmed because the Bankruptcy Commission's website blocks automated access; this section relies on a foreign-government summary.
- Sector regulator change-of-control approvals vary by sector and were not reviewed.
Sources and review status
Each statement is numbered to the source it was checked against. We use official sources where we can, and each statement says whether it was checked against an official or a secondary source. Sources last checked on 19 October 2026. None of it has been professionally reviewed yet: it is research checked against official and secondary sources by WONE Global, not legal or tax advice.
The General Authority for Competition (GAC) reviews mergers and acquisitions that meet the notification criteria, and may approve a transaction, approve it with conditions or reject it. Each party to a notifiable transaction is under the obligation to notify. The Competition Law, amended in 2019, also covers practices abroad that affect competition in the Kingdom.
Secondary (foreign government) source; the official Saudi text could not yet be checked run. GAC's website (gac.gov.sa) blocks automated access, so the current thresholds and filing fee could not be confirmed.
An economic concentration covers any action that transfers, wholly or partly, ownership of assets, rights or equity, or otherwise gives control of an undertaking, including the ability to exercise decisive influence over its strategic or operational decisions. Covers mergers, share and asset purchases and joint ventures that form an autonomous economic undertaking. Foreign-to-foreign deals can be caught where the effect on a Saudi market is direct, substantial and reasonably foreseeable.
Secondary (law firm) source; GAC's website and the Bureau of Experts legislation portal block automated access, so GAC's implementing regulations and guidelines could not yet be checked.
An economic concentration must be notified to the General Authority for Competition (GAC) where the participating undertakings' combined worldwide annual sales exceed SAR 200 million, the target's worldwide annual sales exceed SAR 40 million and the parties' combined sales in Saudi Arabia exceed SAR 40 million. The target must contribute to the Saudi sales figure. For mergers and joint ventures, at least two parties must each have worldwide sales above SAR 40 million. The combined threshold was raised from SAR 100 million by a GAC decision of 15 March 2023.
Secondary (law firm) source; GAC's website and the Bureau of Experts legislation portal block automated access, so GAC's implementing regulations and guidelines could not yet be checked.
A notifiable concentration must be filed with GAC at least 90 days before completion and may not close until GAC approves it in writing, unless GAC's 90-day review period, which starts when the filing is complete, lapses without a decision. The review period can be suspended while GAC requests information; lapse of the period is treated as approval.
Secondary (law firm) source; GAC's website and the Bureau of Experts legislation portal block automated access, so GAC's implementing regulations and guidelines could not yet be checked.
The GAC filing fee is 0.02% of the total annual sales of the undertakings participating in the concentration, capped at SAR 250,000.
Secondary (law firm) source; GAC's website and the Bureau of Experts legislation portal block automated access, so GAC's implementing regulations and guidelines could not yet be checked.
Failing to notify a concentration or closing before clearance can be fined up to 10% of total annual sales, or up to SAR 10 million where sales cannot be estimated. GAC fined each party SAR 400,000 in a 2024 case for implementing a notifiable concentration without notification. A settlement route can impose up to three times the gains from the violation.
Secondary (law firm) source; GAC's website and the Bureau of Experts legislation portal block automated access, so GAC's implementing regulations and guidelines could not yet be checked.
The Investment Law repealed the Foreign Investment Law of 1421H (2000), guarantees equal treatment of local and foreign investors in similar circumstances, and requires a foreign investor to register with the Ministry of Investment (MISA) before investing. Approved by Council of Ministers Resolution No. 40 (16 July 2024) and in force 180 days after publication in the Official Gazette; the US State Department reports entry into force in February 2025. Investment in securities under the Capital Market Law is outside the registration requirement.
Re-checked on the official text (previously sourced to the US State Department). The February 2025 date is from the State Department; the Law itself states 180 days after publication.
A foreign investor must obtain MISA's approval before engaging in an activity on the list of excluded activities, and before a change in ownership of an investment in a restricted activity. Activities on the list of excluded (prohibited or restricted) activities.
Foreign investment is prohibited in nine activities, including oil exploration, drilling and production, catering to military sectors, security and detective services, Hajj and Umrah tourist guidance, recruitment offices, commission agents, certain nursing and allied health services, fishing of marine animals, and poison centres, blood banks and quarantine services. Certain mining-related services are excepted from the oil prohibition. Separately, full foreign ownership is excluded in activities such as land transport, military equipment manufacturing and most telecommunications services.
Secondary (foreign government) source; the official Saudi text could not yet be checked run. MISA's current restricted-activity list should be checked before any acquisition.
The Private Sector Participation Law, in force since 2021, governs privatisation and public-private partnership projects and provides four procurement methods: public competition (the default), limited competition, direct contracting and unsolicited proposals. Projects are run with the National Center for Privatization and PPP.
Secondary (foreign government) source; the official Saudi text could not yet be checked run. Effective date given only as 2021 by the source.
Where a person, alone or with persons acting in concert, comes to own 50% or more of a class of listed voting shares, the CMA Board may require an offer for the rest of that class, in cash or with a cash alternative at not less than the highest price paid by the offeror in the offer period and the previous 12 months. Listed companies on the Saudi Exchange. Treasury shares need not be included; the CMA may agree an adjusted price.
A private transaction that makes a buyer, alone or with concert parties, the owner or controller of 40% or more of a listed company's voting shares is subject to the mandatory offer rule, and a person reaching 40% must disclose it publicly by the end of the third trading day. The disclosure must state ownership before and after, the purchase method and price, and the purpose and future plans.
An offer document for a listed company may not be published without the prior approval of the Capital Market Authority.
A person holding 90% or more of a listed company's voting shares must, within 30 days, make an offer to minority shareholders who ask it to buy their shares within 90 days of its disclosure, and may apply to the CMA for approval to compel the remaining shareholders to sell. Linked to Article 230 of the Companies Law.
The board of a listed offeree company must obtain independent advice from an approved independent financial adviser and, during an offer or when one appears imminent, may not issue shares, buy back shares or dispose of or acquire assets worth 10% or more of net assets without general assembly approval. Exception for binding contracts entered into earlier.
Foreign natural and legal persons, whether resident in Saudi Arabia or not, may invest in listed securities, debt instruments and investment fund units under the CMA's Rules for Foreign Investment in Securities. The Rules do not apply to GCC citizens. They do not refer to a qualified foreign investor qualification.
Unofficial English translation; the Arabic text prevails. The amendment date is the resolution date; the Rules take effect in accordance with the approving resolution.
A non-resident foreign investor may not own 10% or more of the shares of any listed issuer, and all foreign investors together may not own more than 49% of an issuer's shares, but these limits do not apply to foreign strategic investors, who may not sell their shares for two years. Limits in a company's articles or regulatory instructions also apply. The Article 6 limits do not apply to shares of foreign issuers listed on the Main Market.
Unofficial English translation; the Arabic text prevails.
Listed companies may own real estate in the Kingdom, including Makkah and Madinah, but a listed company holding property there for purposes other than its own or its branches' headquarters must keep non-Saudi ownership of its shares and convertible debt instruments at or below 49% at all times and may not have a foreign strategic investor as a holder. Issued by CMA Board Resolution 1-8-2026 dated 21 January 2026 under the Capital Market Law and the Real Estate Ownership by Non-Saudis Law. Investment funds and special purpose entities are also covered.
Re-checked on the CMA text (previously sourced to the US State Department, which described a 2025 change under the qualified foreign investor regime). Unofficial English translation; the full title is truncated on the CMA listing.
The Bankruptcy Law in force since 2018 provides for financial restructuring to keep a distressed business operating and for orderly liquidation managed by a court-appointed licensed bankruptcy trustee, and recognises distinct creditor classes such as secured creditors. Procedures also cover small and medium-sized enterprises.
Secondary (foreign government) source; the official Saudi text could not yet be checked run. Effective date given only as 2018 by the source.
Where a company's activity requires it, a licence or preliminary approval from the Saudi Central Bank (SAMA) is needed to incorporate the company. Financial activities supervised by SAMA, for example banking, finance and payment services.
Questions on this topic
19 statements on deals, merger control, investment screening and insolvency in Saudi Arabia
