Chapter 2: Structural Changes
Article 39
(1) Before making any of the changes set out in Paragraph (2) of this Article, a Licensee must obtain a non-objection letter from SAMA and provide reasons for making such changes with details of the proposed date on which each change is suggested to come into effect.
(2) The changes include the following:
(a) The changes to the details of the Licensee, including but not limited to the following:
(i) Legal name (as shown on the public register); and trading name;
(ii) Principal place of business;
(iii) Address of the registered office in the Kingdom;
(iv) Opening and closer of branches.
(v) The contact details of the member of the Senior Positions that is the primary contact for communications with SAMA;
(vi) Its website; and
(vii) Details of any commercial registrations of its subsidiaries -where applicable -.
(b) The changes to the operation, management or financing of the Licensee’s business, including but not limited to:
(i) Any proposed restructuring, reorganization or business expansion, with a detailed explanation of any foreseeable that might result from changes to the Licensee’s risk profile;
(ii) Any action that would result in a material change to the Licensee’s financial resources; and
(iii) Changes to material outsourcing arrangements or material new agreements with service providers for outsourcing;
(c) Changes to the policy documenting the methods adopted for Safeguarded Funds;
(d) Changes to the natural persons making up the Senior Positions of a Licensee or changes affecting the fitness and propriety of any Controller or member of Senior Management;
(e) Changes to policy for setting transaction or other limits required by Article 70 of the Implementing Regulations.
(f) Changes to its commercial activities beyond the scope of the Implementing Regulation;
(g) Any other changes that SAMA specifies.
(3) The Licensee must obtain prior written approval from SAMA in the event that it wishes to go public with its shares or part thereof.
Article 40
(1) A Licensee must keep a register in respect of each of its Controllers and update it within forty days of becoming aware of any changes. Accordingly, Controllers shall provide the Licensee with all necessary information to be included in the register, which includes (as a minimum) the following particulars:
(a) Full name;
(b) Current residential address;
(c) Date and place of birth;
(d) Nationality; and
(e) Copy of current government identity document.
(2) A Licensee shall send to SAMA an annual report identifying its Controllers in the mechanism and format set by SAMA.
(3) A Licensee shall notify SAMA as soon as possible after it becomes aware of any significant changes in the conduct or circumstances of existing Controllers that may impact the fitness and propriety of a Controller or the ability of the Licensee to conduct its business properly.
Article 41
(1) A Licensee that is incorporated in the Kingdom must obtain prior written approval from SAMA in the event that any Person wishes to become a Controller or to increase their level of control.
(2) Upon receiving a request under the above Paragraph of this Article, SAMA may approve or reject the request to add the Controller or increase the level of control or impose any conditions on the Licensee or Controller.
(3) Where SAMA proposes to approve a proposed Controller or an increase in the level of control in the Licensee, it shall do so in writing within ninety calendar days of the receipt of a completed application;
(4) TAn approval, including a conditional approval granted by SAMA pursuant to this Article, is valid for a period of six months from the date of the approval unless an extension is granted by SAMA in writing.
(5) A Person who has been approved by SAMA as a Controller must comply with the relevant conditions of approval. A Licensee shall not enable the Person who has been notified by SAMA as unacceptable to proceed with the proposed acquisition of control of the Licensee.
(6) In the case of the Licensee being a branch of an entity that is incorporated outside the Kingdom, a written notification to SAMA must be submitted by a Controller or a Person proposing to become a Controller of that Licensee or proposing to exceed the level of control.
(7) A Controller who proposes to stop being a Controller or who proposes to decrease their level of control must notify SAMA before taking any action that results to decrease their level of control.