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As the Gulf Cooperation Council (GCC) region continues to evolve as a global centre for capital markets, Saudi Arabia stands out for its progressive reforms, robust financial infrastructure, and expanding domestic investor base. The Kingdom’s Vision 2030 strategy has significantly accelerated regulatory transformation, enabling a more sophisticated environment for fund structuring, tax optimisation, and operational efficiency.

Evolving Investment Landscape in Saudi Arabia

Saudi Arabia’s economic diversification agenda has fuelled demand for private capital, institutional asset management, and foreign participation. The Capital Market Authority (CMA), alongside the Saudi Central Bank (SAMA) and the Zakat, Tax and Customs Authority (ZATCA), continues to modernise regulations to support this growth.

The Investment Funds Regulations, issued by the CMA and most recently updated in 2023, provide a clear legal foundation for the establishment and operation of various fund types. These include public, private, real estate, venture capital, and Shariah-compliant funds. The regulations offer structuring flexibility while maintaining high standards for investor protection and disclosure.

Fund Structuring in the Kingdom

Fund vehicles in Saudi Arabia can be structured as locally domiciled funds, such as Closed-Ended Investment Funds (CEIFs), or through hybrid models involving offshore funds paired with local feeder or parallel structures. The selection depends on factors such as investor profile, tax treatment, investment strategy, and regulatory exposure.

All locally established funds must be managed by a CMA-licensed fund manager and supported by authorised service providers (custodians, administrators, and auditors). Foreign fund managers can also access the Saudi capital markets through the Qualified Foreign Investor (QFI) framework, which has been expanded and simplified to improve cross-border participation.

Incentives have also emerged from the Economic Cities and Special Zones Authority (ECZA), which offers relaxed licensing procedures, favourable tax treatment, and 100% foreign ownership for funds domiciled within special economic zones, such as the Riyadh Integrated SEZ.

Tax Considerations

Saudi Arabia’s tax regime for investment funds includes several key considerations:

• Zakat and Corporate Tax: Saudi and GCC investors are subject to Zakat, while non-resident investors may be liable for a 20% withholding tax on returns, subject to reductions under bilateral tax treaties.
• VAT: As of 2025, Value Added Tax remains at 15% and applies to management and advisory fees. Fund managers must ensure VAT compliance, particularly for cross-border service provisions.
• Transfer Pricing: ZATCA enforces detailed transfer pricing guidelines, requiring proper documentation and arm’s-length pricing for related-party transactions, including those involving fund sponsors and affiliated managers.
• Economic Substance Rules: Although less prominent than in offshore jurisdictions, Saudi-based fund structures may still need to demonstrate commercial substance, particularly if part of a global tax planning arrangement.

Proper structuring, robust documentation, and tax efficiency analysis are essential for both domestic and cross-border fund arrangements.

Operational Compliance and Excellence

The CMA mandates comprehensive operational standards for all authorised funds. These include:

• Independent governance structures such as fund boards or oversight committees
• Rigorous internal controls and compliance systems
• Transparent NAV calculation, valuation, and investor reporting

The digitalisation of regulatory filings and investor services has become a hallmark of the evolving fund landscape. Leading Saudi-based fund managers now deploy fintech solutions for onboarding, KYC/AML compliance, and performance tracking.

Shariah-compliant funds, in particular, must adhere to Islamic finance principles, requiring oversight from a Shariah Supervisory Board, specialised audit frameworks, and regular certification aligned with SAMA and AAOIFI standards.

Regional Comparison and Strategic Positioning

While the UAE, Bahrain, and Qatar have long been recognised for their robust financial ecosystems, Saudi Arabia offers a distinct advantage: a large, capital-rich domestic market, coupled with government support for long-term investments.

The development of Tadāwul (Saudi Exchange), Edaa (Securities Depository Center), and Muqassa (Clearing House) has significantly enhanced market infrastructure, liquidity, and investor confidence. Moreover, the increasing alignment with IOSCO standards and global fund reporting frameworks positions Saudi Arabia as a credible hub for both regional and international fund activity.

Outlook

Looking ahead, Saudi Arabia is expected to continue liberalising its fund ecosystem. Anticipated reforms include broader eligibility for foreign sponsors, enhancements to ESG fund classification, and deeper integration with GCC regulatory standards. With the convergence of public policy, investor appetite, and institutional readiness, Saudi Arabia presents a compelling jurisdiction for fund structuring, administration, and capital deployment.

For fund sponsors, asset managers, and institutional investors, understanding and navigating the legal, tax, and operational nuances of Saudi Arabia’s fund environment is not just strategic — it is essential for long-term success in the region.

Saudi Arabia’s healthcare sector is undergoing one of the most comprehensive regulatory overhauls in the region, driven by Vision 2030 and the Health Sector Transformation Program. The government is actively working to improve access, enhance quality, and introduce innovative delivery models that align with global health standards. These changes are supported by a growing legislative and regulatory framework that is reshaping the medical landscape and attracting international partnerships and private investment.

Core Regulatory Bodies and Legal Framework

At the centre of the regulatory ecosystem is the Ministry of Health (MoH), which leads national healthcare policy, oversees public hospitals, and supervises the licensing of the private sector. It works in coordination with:

• Saudi Food and Drug Authority (SFDA) – Regulates drugs, medical devices, and biotechnology
• Saudi Commission for Health Specialties (SCFHS) – Governs professional licensing and medical education
• Council of Health Insurance (CHI) – Regulates mandatory health insurance and benefit compliance
• Health Sector Transformation Program (HSTP) – Guides institutional reforms and integration

The MoH is also the lead agency for implementing SEHA Virtual Hospital and NABIDH, the Kingdom’s national electronic health record platform.

Health Law and the Role of the State

The Health Law, which serves as the foundational statute for healthcare delivery, mandates the government’s responsibility to provide preventive, curative, and rehabilitative services to all Saudi citizens. The law ensures:

• Patient rights, including access to information, confidentiality, and informed consent
• Legal pathways for public-private partnerships (PPPs) in healthcare
• Licensing and inspection of healthcare facilities under unified quality and safety benchmarks

The Health Law has recently been revised to embed patient-centric models further and accelerate private sector participation through more precise regulatory mechanisms.

Private Health Institutions Law and Digitisation Mandates

The Private Health Institutions Law governs the licensing and operations of private clinics and hospitals. Recent regulatory updates in 2024 and early 2025 include:

• Mandatory adoption of Electronic Medical Records (EMR) and interoperability with NABIDH
• Stricter penalties for facilities operating without updated digital health infrastructure
• Expanded scope for speciality and day-surgery centers to encourage diversification of private services

This digitisation drive is aligned with the MoH’s goal to integrate the public and private health systems by 2030 fully.

Workforce Licensing and Professional Accountability

The SCFHS remains responsible for licensing healthcare professionals, overseeing postgraduate medical training, and enforcing ethics and continuing professional development (CPD) requirements. Notable updates include:

• National revalidation framework introduced in 2024, requiring periodic competency reviews
• Centralised digital practitioner registry integrated with NABIDH and MoH licensing systems
• Expanded specialisation categories, including for telehealth and digital health roles

The SCFHS also plays a role in investigating malpractice and ensuring transparency in professional standards.

Drug and Device Regulation by SFDA

The SFDA governs pharmaceutical products, biologics, and medical devices. In 2023–2025, it launched several reforms to streamline innovation:

• Accelerated pathways for orphan drugs and personalised therapies
• Updated guidelines for clinical trials and digital therapeutics
• Enhanced post-market surveillance and adverse event reporting systems

These measures aim to attract life sciences investment and improve access to next-generation treatments.

Telehealth and Virtual Care Regulations

Saudi Arabia’s Telehealth Regulation, updated in late 2023, has become a model in the region. It permits:

• Remote diagnosis, treatment, and consultation via licensed platforms
• Cross-border telemedicine services for certain specialities
• Strict standards for patient data protection, platform licensure, and digital consent

The SEHA Virtual Hospital, now operational across all regions, connects primary care facilities to centralised speciality hubs, providing virtual access to over 30 specialities.

Health Insurance Regulation and Mixed Financing Models

The Council of Health Insurance (CHI) enforces regulations around employer-mandated health insurance for private sector and expatriate workers. In 2024–2025, CHI implemented:

• Expansion of the Unified Benefits Package (UBP) to cover chronic disease management and mental health
• Mandatory digital claims processing standards for insurers
• Pilot testing of integrated financing models involving private insurers and public hospitals

These reforms aim to shift the healthcare system toward value-based care, reduce public expenditure, and expand coverage across non-citizen populations and dependents.

Saudi Arabia’s healthcare laws are evolving rapidly to support a high-performing, patient-focused, and technology-driven medical ecosystem. The alignment of regulatory institutions, legal frameworks, and digital innovation is positioning the Kingdom as a regional leader in transforming the health sector. For healthcare investors, operators, and professionals, staying aligned with these regulatory developments is essential to unlocking opportunities in one of the most ambitious and reform-driven healthcare markets globally.

Family businesses are the bedrock of the Saudi private sector, accounting for a significant share of national employment and economic output. Many of these enterprises span generations, with ownership often concentrated among family members across multiple generations and geographical locations. As Saudi Arabia accelerates economic diversification, foreign partnerships, and regulatory reform, these family-run enterprises are evolving—but not without friction. Disputes have become more complex, often arising at the intersection of legacy, control, governance, and liquidity.

Understanding the unique legal and cultural context of Saudi Arabia is essential for any stakeholder involved in or advising a family-owned business. While Islamic law underpins much of the country’s legal framework, modern legislation and judicial reforms are reshaping how family business disputes are addressed and resolved.

A Growing Source of Risk—and Opportunity

Disputes within family businesses are rarely one-dimensional. They often stem from a convergence of emotional, financial, and structural triggers: disagreements over succession, conflicting visions for growth, shareholder exits, or perceived imbalances in financial reward or decision-making power. These disputes can escalate quickly, especially when third parties such as spouses, in-laws, or non-family executives become involved.

In Saudi Arabia, the traditional reliance on informal resolution within the family or tribal mediation is increasingly being supplemented—if not replaced—by structured legal processes. This shift is driven by a new generation of leaders, the influx of institutional capital, and a growing expectation for transparency, accountability, and proper governance.

The Legal Infrastructure: A Hybrid Landscape

Family business disputes in KSA are governed by a complex blend of Shariah principles and statutory law. The key pillars include:

• Shariah Law and Inheritance: Saudi courts will apply Islamic inheritance principles even if a shareholder agreement states otherwise, unless the company is governed under specific legal forms that permit enforceable deviation through pre-agreed structures. The implications are profound, especially in the case of the intestate death of a founder or principal shareholder.
• Companies Law (2022): The latest iteration of the Companies Law allows more flexibility in structuring family businesses, including simplified formation of holding companies, wider use of non-voting shares, and clearer definitions of shareholder rights. Importantly, it provides mechanisms to freeze ownership stakes during dispute proceedings to prevent destabilising the business.
• Family Charter Recognition: While not legally binding on their own, family charters (if referenced adequately in shareholder agreements or articles of association) are now being increasingly acknowledged by courts and arbitral tribunals in dispute interpretation. This shift marks a move towards soft law instruments gaining quasi-contractual standing in adjudications.
• The Saudi Center for Commercial Arbitration (SCCA): With growing caseloads involving family-controlled entities, the SCCA is fast becoming the preferred route for families seeking confidentiality and specialist expertise in business-sensitive disputes. The Centre’s arbitration rules were updated in 2023 to align with UNCITRAL principles and allow for multi-party arbitrations and interim relief mechanisms.

Common Dispute Scenarios Emerging in 2025

In practice, we are seeing a rise in several recurring themes among our clients and counterparts:

• Generational Transition: Conflicts between founders and next-gen leaders regarding risk appetite, digital transformation, or ESG alignment.
  Shareholder Liquidity and Exits: Pressure from non-active shareholders to monetise stakes, often without clear exit mechanisms or valuation protocols in place.
• Boardroom Paralysis: Deadlocks in decision-making due to equal voting rights, lack of quorum, or withdrawal of cooperation among family factions.
• Spousal and Extended Family Influence: Marital disputes spilling into business matters, especially where shareholdings are directly or indirectly transferred post-marriage.

Techniques for Effective Dispute Management

Resolving disputes requires more than legal insight—it demands strategic foresight, cultural sensitivity, and structured governance. Our approach is typically phased:

• Early Intervention through Pre-litigation Negotiation: We deploy facilitated discussions with legal oversight, often leveraging respected community figures or retired jurists as neutral conveners. This is particularly effective where reputational harm must be contained.
• Governance Audit and Restructuring: In cases where disputes stem from systemic flaws, we support the business to restructure governance frameworks—adapting board composition, aligning voting rights, and embedding veto or golden-share mechanisms that respect both legal and family considerations.
• Arbitration Clauses and Dispute Protocols: We advise all family-owned entities to embed specific arbitration venues (preferably SCCA or DIFC-LCIA) and dispute resolution protocols into shareholder agreements, outlining notice periods, escalation procedures, and interim operating guidelines in the event of conflict.
• Use of Family Trusts or Holding Vehicles: For larger families or those with international assets, the creation of holding companies—sometimes domiciled in DIFC or ADGM—is increasingly used to shield operations from personal disputes and create centralised ownership structures with managed succession.
• Judicial Recourse as a Last Resort: When litigation is unavoidable, our litigation team is equipped to navigate the commercial courts, ensuring evidentiary rigour, Shariah compliance, and coordinated stakeholder communication to minimise disruption.

What Global Stakeholders Must Understand

For foreign partners, investors, or advisors engaging with Saudi family businesses, it is vital to understand that legal clarity is only part of the equation. Respect for hierarchy, acknowledgement of historical grievances, and alignment on future purpose are often more decisive than formal agreements.

However, with the maturing of the Saudi legal system and the rising use of corporate vehicles and family constitutions, there is now greater scope than ever to engineer resilience into business structures. The growing professionalisation of family firms—spurred by IPOS, ESG mandates, and institutional co-investments—means the old informal model is rapidly giving way to a new era of structured governance.

Family business disputes in Saudi Arabia are not just legal events—they are deeply personal, reputational, and strategic inflection points. They must be approached with both legal expertise and cultural fluency. As the Kingdom transforms, so too must the way families govern their legacies. For those willing to embrace reform, the risk of conflict becomes not a threat, but a catalyst for evolution.

If your business is navigating a dispute or proactively seeking to prevent one, our team at Hammad & Al-Mehdar is ready to advise with discretion, insight, and a deep understanding of the Saudi family enterprise landscape.

Saudi Arabia continues to rapidly transform the corporate regulatory environment, ushering in a new era of shareholder-centric governance aligned with global standards. As the Kingdom advances its Vision 2030 agenda, enhanced shareholder rights, transparency, and accountability are taking centre stage, marking a strategic pivot in investor protection and corporate responsibility.

A Strengthened Legal Framework for Shareholders

The amended Companies Law (2022) is at the heart of this transformation, further reinforced by 2023–2025 ministerial regulations and Capital Market Authority (CMA) updates. These reforms are designed to deepen corporate transparency, reduce conflicts of interest, and empower shareholders, particularly minority stakeholders, with stronger governance tools.

A notable update includes the mandatory implementation of the “One Share, One Vote” principle across all closed joint-stock companies, reinforcing equitable voting rights and reducing the dominance of majority shareholders in decision-making.

New CMA regulations (2024) require enhanced disclosure standards for general assemblies, including digital access to voting platforms and mandatory pre-disclosure of agenda items, ensuring all shareholders have fair and informed participation.

Expanded Rights and Legal Remedies

Minority shareholders in Saudi Arabia now enjoy significantly enhanced legal protections, marking a pivotal shift in the country’s corporate governance landscape. The updated Corporate Governance Regulations (2024) provide shareholders with expanded rights to safeguard their interests and hold corporate leadership accountable. These include the right to initiate legal proceedings against board members and executives for breaches of fiduciary duty, negligence, or abuse of authority. In cases where financial irregularities or concerns over related-party transactions arise, shareholders may also request external auditor reviews or independent assessments of board performance.

The reforms further empower shareholders to convene Extraordinary General Assemblies (EGAs) with a reduced ownership threshold—now set at just 5% in many instances—allowing minority stakeholders to bring forward critical issues or propose new strategic directions with greater ease. Additionally, while the Tadawul Listing Rules (2025) have emphasised the disclosure of environmental, social, and governance (ESG) practices, such reporting remains largely voluntary for non-listed entities. Nonetheless, the direction of travel is clear: transparency and accountability are becoming central pillars of Saudi Arabia’s evolving corporate framework.

Increased Scrutiny on Related-Party Transactions

Updated guidelines mandate board-level review and public disclosure of related-party transactions to mitigate conflict-of-interest risks. These include:

• Full disclosure in annual reports.
• Mandatory shareholder approval for high-value or recurring transactions.
• External fairness opinions for intra-group asset transfers.

Failure to comply now results in personal liability for directors under the revised penalties introduced in Ministerial Resolution No. 228 (2024).

Strategic Implications for Corporates

These developments demand that companies, particularly family-owned and privately held firms, reassess governance structures. Key action areas include:

• Strengthening internal audit and compliance functions to ensure real-time monitoring of shareholder obligations and transparency benchmarks.
• Upgrading digital governance platforms to facilitate secure and inclusive shareholder participation, including voting and resolutions.
• Training boards and executives on evolving fiduciary duties and regulatory enforcement mechanisms.

Corporate boards must now operate with heightened diligence. Failure to comply risks legal action and reputational harm that could limit access to capital markets or strategic investors.

Unlocking Investment and Growth Potential

While compliance is more rigorous, the reforms significantly enhance Saudi Arabia’s attractiveness to institutional investors, private equity, and venture capital funds. By enforcing fair play and elevating shareholder protections, the Kingdom is sending a clear message: it is open for business, on investor-friendly terms.

For family businesses, these reforms also provide an institutional pathway to succession planning, IPO readiness, or strategic partnerships with foreign investors, who now have greater confidence in Saudi corporate governance.

To stay ahead in this evolving landscape, companies should:

• Review governance charters in light of new shareholder participation rights.
• Adopt digital platforms for real-time disclosures and shareholder communication.
• Conduct board evaluations to align with CMA’s performance expectations.
• Audit related-party transaction policies and update documentation procedures.
• Engage legal counsel on liability risks, fiduciary duties, and dispute mechanisms under the updated law.

Saudi Arabia’s bold pivot towards shareholder empowerment reflects a broader push to position the Kingdom as a transparent, rule-based, and globally integrated economy. For corporates, this marks both a compliance challenge and a competitive opportunity.

By embedding these new standards into corporate governance’s DNA, businesses can build trust, attract capital, and play a leading role in realising Vision 2030’s ambitions. In this new era, governance excellence is not optional—it is essential.

The Middle East has emerged as a hotspot for cross-border mergers and acquisitions (M&A), driven by economic diversification efforts, robust sovereign wealth funds, and growing interest from global investors. As countries in the region continue to liberalise their markets and encourage foreign investment, cross-border M&A activities have gained significant momentum. However, navigating the compliance landscape in the Middle East presents unique challenges that require a nuanced understanding of local regulations, cultural considerations, and geopolitical dynamics.

The Appeal of the Middle East for Cross-border M&A

Several factors make the Middle East an attractive destination for cross-border M&A. The region’s strategic location at the crossroads of Europe, Asia, and Africa positions it as a global trade hub. Economic diversification initiatives, particularly in countries like Saudi Arabia and the United Arab Emirates (UAE), have created opportunities across technology, renewable energy, healthcare, and infrastructure.

Sovereign wealth funds, such as Saudi Arabia’s Public Investment Fund (PIF) and the UAE’s Mubadala Investment Company, have been pivotal in driving M&A activities. These funds often act as buyers and facilitators, fostering collaboration with international investors to acquire strategic assets and bolster domestic economic growth.

Key Compliance Challenges

While the Middle East offers immense opportunities, cross-border M&A transactions in the region are fraught with compliance challenges. Understanding these challenges is critical for ensuring the success of such deals.

One of the primary hurdles is the diverse legal and regulatory landscape across Middle Eastern countries. Each jurisdiction has its own set of laws governing foreign ownership, competition, taxation, and employment. For instance, Saudi Arabia imposes restrictions on foreign ownership in certain sectors, requiring careful transaction structuring to ensure compliance with local regulations.

Cultural and legal frameworks rooted in Sharia law also influence M&A activities. Sharia principles govern various business operations, including financing and contractual agreements. Investors must ensure their transaction structures and agreements align with these principles to avoid legal disputes and potential regulatory pushback.

Geopolitical considerations add another layer of complexity. Sanctions, trade restrictions, and political sensitivities can impact cross-border deals, particularly those involving entities from jurisdictions subject to international scrutiny. Comprehensive due diligence is essential to identify and mitigate risks associated with such factors.

Compliance with anti-money laundering (AML) and combating the financing of terrorism (CFT) regulations is another critical aspect. Middle Eastern countries have implemented stringent AML and CFT frameworks to align with global standards. However, differences in enforcement practices across jurisdictions can pose challenges for multinational companies.

Navigating Regulatory and Compliance Frameworks

To navigate the compliance landscape effectively, businesses engaging in cross-border M&A in the Middle East must adopt a proactive and strategic approach. Engaging local legal and regulatory experts is crucial to understanding the intricacies of each jurisdiction’s laws and ensuring seamless transactions.

Conducting thorough due diligence is paramount. This includes evaluating the target company’s compliance with local regulations, assessing potential liabilities, and understanding the regulatory approvals required for the transaction. Investors should also consider cultural sensitivities and align their negotiation strategies with local business practices.

It is essential to structure the transaction in a manner that complies with both local and international regulations. For example, utilising joint ventures or public-private partnerships can help navigate foreign ownership restrictions while fostering collaboration with local entities. Additionally, implementing robust governance frameworks and compliance policies can mitigate risks and enhance transparency.

Opportunities for Growth

Despite the challenges, cross-border M&A in the Middle East presents significant growth opportunities. The region’s focus on technology and innovation has created a fertile ground for investments in startups and emerging industries. Renewable energy projects, driven by ambitious sustainability goals, offer attractive prospects for international investors.

Another area of interest is the healthcare sector, with governments prioritising healthcare infrastructure development and digital health solutions. Cross-border M&A activities in this sector can facilitate knowledge transfer and enhance the region’s healthcare capabilities.

Cross-border M&A in the Middle East is a complex yet rewarding endeavour. The region’s economic transformation, supported by strategic initiatives and sovereign wealth funds, provides opportunities for international investors. However, navigating the compliance challenges requires a comprehensive understanding of local regulations, cultural considerations, and geopolitical dynamics.

Businesses can capitalise on the Middle East’s dynamic market by engaging local expertise, conducting meticulous due diligence, and adopting tailored transaction strategies. As the region continues to evolve, proactive and informed approaches to compliance will be key to unlocking its full potential in cross-border M&A activities.