You are currently viewing Amendments to the Saudi Commercial Agency Law

Amendments to the Saudi Commercial Agency Law

Every commercial agency operating in Saudi Arabia is governed by the Law of Commercial Agencies. This law was enacted by Royal Decree back in 1962 and it sets out the legal requirements for businesses to operate as commercial agents in Saudi Arabia. As the Kingdom of Saudi Arabia continues to modernize and develop, the government has decided to review and amend the law in order to help ensure that businesses can operate more efficiently and in line with economic developments. In this article, we will discuss some of the key amendments to the Saudi Commercial Agency Law and how this will affect businesses moving forward.

What’s Changing?

Under Saudi law, a commercial agent can be defined as any entity that “contracts with a manufacturer or his representative in his country for commercial activities”. This covers agents, distributors or franchisees. The Law of Commercial Agencies was originally designed to protect the interests of Saudi citizens against the influx of foreign labor and capital. Currently, the law puts forth that only Saudi citizens may act as commercial agents within the Kingdom. This means that foreign companies were required to partner with a local agent in order to do business. Additionally, local residents who did not hold Saudi citizenship were unable to enter into commercial agency agreements.

However, with the growing presence of international businesses in Saudi Arabia, the government has recognised that there is an opportunity for economic growth if foreign companies are allowed to operate directly. To this end, the government has proposed amendments to the law that would allow foreign companies to appoint either local or foreign commercial agents to operate in Saudi Arabia. This would create a more open market for foreign businesses and could lead to increased competition and investment within the Kingdom.

The new law will also put forward several other changes that may affect businesses operating within Saudi Arabia as shown below.

Intellectual Property Rights

The upcoming law will let commercial agents and distributors use their principals’ trademarks and other intellectual property within the terms of the agreement. This means some registration requirements from Saudi IP law can be bypassed.


Furthermore, the latest edition of the law modifies how exclusive agency and distributorships are to be treated. In general, exclusive agreements are allowed. However, if necessary, goods or services in the Kingdom would be prevented from being supplied due to said exclusivity, then the Ministry of Commerce has the authority to nullify the agreement.

Consequently, if the exclusive agent or distributor is unable to meet the market’s demands, or if the agent/ distributor creates scarcity artificially, then exclusivity may be voided by the Ministry. In addition to safeguarding supply and market integrity, this policy towards exclusivity also gives principals leeway to revoke an agent/ distributor’s exclusivity in Saudi Arabia should they fail to perform adequately.

Termination & Indemnity

The new law’s provisions concerning terminating limited-term agreements largely resemble those for commercial agency or distributor agreements. Limited-term agreements can only be ended before their expiration date if (1) both parties agree to it, or (2) there is justifiable cause. What entails justifiable cause for termination is specified in a catalog found within the draft of the new law and notably, force majeure does not qualify.

The new law not only changes but also thoroughly explains how to end an agreement that doesn’t have a set expiration date. If you want to dissolve a business relationship with someone who you’ve had an open-ended contract with, you must now give one month’s notice for each year the agreement was effective.

What Does the New Law Mean for Business?

The new amendments to the Saudi Commercial Agency Law are a major development for businesses operating in the Kingdom of Saudi Arabia. Not only will this open up the market to foreign companies by allowing them to appoint either local or international commercial agents, but it also empowers principals to better manage their contractual relationships with agents or distributors. Finally, the proposed amendments give all parties in an agreement a secure platform from which to operate, as it sets forth protocols for termination and indemnity. These amendments are expected to come into force around mid-2023, so businesses should prepare for the changes ahead of time.

Overall, these amendments to the Saudi Commercial Agency Law are a step forward in creating a more equitable business environment in the Kingdom and opening opportunities for foreign businesses and local businesses alike.