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  • Amendments

    • Amending the Requirements in Rule (300-1-5-9) in Regard to Accounts for Public Companies and Public Sector Institutions

      This section is currently available only in Arabic, please click here to read the Arabic version.
    • Amendment of Rules (300-1-3) and (300-1-3-1) of Account Opening Rules

      In reference to Rule (300-1-3) concerning resident companies and Rule (300-1-3-1) concerning joint-stock companies, both of which are part of the Account Opening Rules communicated under SAMA Circular No. (67/65681) dated 01/11/1440H, as well as to the Companies Law issued by Royal Decree No. (M/123) dated 01/12/1443H.

      We inform you of the amendment of the two rules mentioned above as outlined in the attached document

      For your information and action accordingly as of this date.

      Amendments to the requirements for opening and managing bank accounts for resident companies as outlined in Rule (300-1-3), and joint-stock companies as outlined in Rule (300-1-3-1)

      First: Amendment of paragraph (2) of Rule (300-1-3) related to resident companies to state as follows: "2. Obtaining a copy of the memorandum of association or the articles of association and their annexes".

      Second: Amendment of Rule (300-1-3-1) related to joint-stock companies as follows:
       

      • Amend the title of the rule to state as follows: "Joint-Stock and Simplified Joint-Stock Companies".
         
      • Amend the (first article) of the rule to state as follows:
         

      The bank accounts for depositing and retaining the capital of these companies under formation shall be opened as follows:
       

      1.A letter from the founders, including at a minimum: a request to open the account stating its purpose as "Depositing the capital of the company (…name of the company) Under Formation," the names of the founders, and the ownership percentage of each founder in the company's capital.
       
      2.The name of the account shall be as follows :"Founders Account of the Company (name of the company) "
       
      3.Verifying the identity of the company's founders.
       
      4.Payment from the account shall only be allowed by the company's board of directors after its registration in the commercial register and the bank's completion of the required documents in accordance with the requirements of Rule (300-1-3) related to resident companies. In the event the company's formation is not completed, the bank must return the amounts to each founder according to their share of the capital.
       
      • Amend the title of the (second article) of the rule to state as follows: "Licensed Companies".
    • Amendment of Rule (300-1-4) of Account Opening Rules

      In reference to Rule (300-1-4) concerning Residents Investing Under Foreign Investment Law, as outlined in the Account Opening Rules communicated pursuant to SAMA Circular No. (65681/67) dated 01/11/1440H.

      I inform you of the amendment to the rule mentioned above according to the attached version. Please note that the main amendments are as follows:
       

      1. Eliminating the requirement to obtain the foundational documents of the foreign or national entity partner in the foreign company licensed in Saudi Arabia (such as the commercial register and the memorandum of association), and replacing it with a requirement to understand the ownership structure and identify the partners whose names are mentioned in the memorandum of association or the articles of association, and verifying them using documents, data, or information from a reliable and independent source, with the possibility of completing the verification process later after account opening, according to specific regulations.
         
      2. Eliminating the requirement to obtain a power of attorney – in all cases – for managing and operating the account, with an explanation of the mechanism for verifying the validity of the authorization.
         

      For your information and action accordingly as of this date.
       

      Amendment to Rule (300-1-4) concerning Residents Investing Under Foreign Investment Law, as outlined in the Account Opening Rules 
       

      300.1.4 Residents Investing Under Foreign Investment Law
       

      The bank may open accounts for entities wholly owned by a foreign investor or jointly owned by a foreign investor and a Saudi investor upon receiving the following:
       

      300.1.4.1 Joint-Venture Entities Owned by a Saudi Investor and a Foreign Investor:
       

      • Joint-venture entity owned by a foreign investor (natural or juristic) and a Saudi investor (natural or juristic):
         
      1.A copy of the license issued by the Ministry of Investment.
       
      2.A copy of the commercial register without the need to acquire the business license, or a copy of the professional license of the entity if the entity is a service provider.
       
      3.A copy of the memorandum of association or the articles of association and its annexes.
       
      4.A copy of the ID of the manager in charge in the entity. A copy of the passport can be sufficient, provided that a copy of the Iqama is submitted (90) days after opening the account.
       
      5.Copies of the IDs of persons authorized to operate and manage the account, and verification of their authorization by identifying them in the memorandum of association, the articles of association, or a decision from the board of directors or partners – or their equivalent. If the authorized person for the account is an agent acting on behalf of the principal, a copy of the power of attorney issued by a notary public or a notary in Saudi Arabia must be provided, or the power of attorney must be authenticated by the Saudi embassy or with an Apostille Authentication if issued outside Saudi Arabia.
       
      6.Understanding the ownership structure and identifying the partners whose names are mentioned in the memorandum of association or the articles of association, and verifying them using documents, data, or information from a reliable and independent source. -In cases where money laundering risks are lower-, the verification process can be completed later, after the account is opened, provided that it is done as quickly as possible. Any delay in identity verification must be necessary to avoid disrupting normal business procedures, and appropriate and effective measures should be applied to control money laundering risks.
       

      300.1.4.2 Entities Wholly Owned by a Foreign Investor:

      • Branches of foreign corporations or companies:

      1.A copy of the license issued by the Ministry of Investment.
       
      2.A copy of the commercial register without the need to acquire the business license, or a copy of the professional license of the entity if the entity is a service provider.
       
      3.A copy of the ID of the manager in charge in the entity. A copy of the passport can be sufficient, provided that the Iqama is submitted (90) days after opening the account.
       
      4.A copy of the commercial register or professional license, as well as the memorandum of association or the articles of association of the entity in the home country, certified by the Saudi embassy or with an Apostille Authentication.
       
      5.Copies of the IDs of persons authorized to operate and manage the account, along with verification of their authorization by identifying them in a mandate from the main office of the company or corporation in the home country. The authorization must name the persons authorized to sign on behalf of the company in Saudi Arabia regarding the bank accounts.
       
      6.Understanding the ownership structure and identifying the partners of the entity in the home country, whose names are mentioned in the memorandum of association or the articles of association, and verifying them using documents, data, or information from a reliable and independent source. -In cases where money laundering risks are lower-, the verification process can be completed later, after the account is opened, provided that it is done as quickly as possible. Any delay in identity verification must be necessary to avoid disrupting normal business procedures, and appropriate and effective measures should be applied to control money laundering risks.
       

      • An entity owned by a foreign investor or jointly owned by more than one foreign investor:

      1.A copy of the license issued by the Ministry of Investment.
       
      2.A copy of the commercial register without the need to acquire the business license, or a copy of the professional license of the entity if the entity is a service provider.
       
      3.A copy of the memorandum of association or the articles of association and its annexes.
       
      4.A copy of the ID of the manager in charge in the entity. A copy of the passport can be sufficient, provided that the Iqama is submitted (90) days after opening the account.
       
      5.Copies of the IDs of persons authorized to operate and manage the account, and verification of their authorization by identifying them in the memorandum of association, the articles of association, or a decision from the board of directors or partners – or their equivalent. If the authorized person for the account is an agent acting on behalf of the principal, a copy of the power of attorney issued by a notary public or a notary in Saudi Arabia must be provided, or the power of attorney must be authenticated by the Saudi embassy or with an Apostille Authentication if issued outside outside Saudi Arabia.
       
      6.Understanding the ownership structure and identifying the partners whose names are mentioned in the memorandum of association or the articles of association, and verifying them using documents, data, or information from a reliable and independent source. -In cases where money laundering risks are lower-, the verification process can be completed later, after the account is opened, provided that it is done as quickly as possible. Any delay in identity verification must be necessary to avoid disrupting normal business procedures, and appropriate and effective measures should be applied to control money laundering risks.
       

      • Foreign individual investor (Sole proprietorships):

      1.A copy of the license issued by the Ministry of Investment.
       
      2.A copy of the commercial register without the need to acquire the business license.
       
      3.A copy of the Iqama for the manager in charge and the investor, owner of the entity. A copy of the passport can be sufficient, provided that the Iqama is submitted (90) days after opening the account.
       
      4.The full address of the investor in his/her home country.
       
      5.Copies of the IDs of persons authorized to operate and manage the account, as identified in a power of attorney certified by a notary public or a notary if issued inside Saudi Arabia and by the Saudi embassy or Apostille Authentication if issued outside Saudi Arabia, in the case of an agent or authorized person other than the owner of the entity.
       
    • Amendment of Rule No. (5) of the Account Opening Rules

      In reference to The rule No. (5) stated within Chapter II of the Account Opening Rules notified under SAMA Circular No. (65681/67) dated 01/11/1440 H related to Inoperative Accounts.

      We inform you of the amendment to the mentioned rule as outlined below:

      First: Amendment of the introduction to the definition of Inoperative Accounts to read as follows: "Accounts, relationships and transactions shall be considered non-moving after two calendar years from the date of the last financial transaction carried out by the customer, his/her authorized representative, or his/her heirs. Inoperative accounts are divided into three types as described in this Rule. The purpose of this Rule is to keep accounts active, save the customer assets (money) that have not been used for a financial transaction (withdrawal or deposit – depending on the nature of the relationship), recorded debit transactions, or documented correspondences during the period specified in Article (5.2) ..."

      Second: Amendment of Clause (First) of Paragraph No. (5-1) Including transactions to which the rule applies to be as follows: "Inoperative current and saving accounts on which no financial transaction (withdrawal or deposit) has been carried out by the customer, his/her authorized representative, or his/her heirs".

      Third: Amendment of Paragraph No. (5-2-1) including the provisions of active accounts to be as follows: "Accounts shall be considered active if no more than (24) calendar months have passed since the last recorded financial transaction (withdrawal or deposit, depending on the nature of the relationship) carried out by the customer, his/her authorized representative, or his/her heirs, or since the last reliable and documented correspondence".

      Fourth: Amendment of Paragraph No. (5-2-2) including the provisions regarding dormant accounts to be as follows: "Accounts shall be considered dormant after completing (24) calendar months from the date of the last recorded financial transaction (withdrawal or deposit, depending on the nature of the relationship) carried out by the customer, his/her authorized representative, or his/her heirs, or the last reliable and documented correspondence".

      Fifth: Amendment of Paragraph No. (5-2-3) Including the provisions for unclaimed accounts to be as follows: "Accounts shall be considered unclaimed after completing five years (60 months), including the dormant phase, from the date of the last recorded financial transaction (withdrawal or deposit, depending on the nature of the relationship) carried out by the customer, his/her authorized representative, or his/her heirs, or the last reliable and documented correspondence, and the bank becoming unable to reach the customer after using all methods of contact."

    • Amendment of Rule 300.1.5.3 of the Account Opening Rules

      Referring to Rule No. (300-1-5-3) regarding Family funds included within the Account Opening Rules, communicated by SAMA Circular No. (65681/67) dated 01/11/1440H.

      We would like to inform you about the amendment of the base requirements mentioned above by excluding the requirement to obtain copies of the identification cards of the founder(s) when opening bank accounts for family funds, according to the attached format.

      Amendment of the requirements for Rule No. (300-1-5-3) concerning family funds.

      • Family Funds:

      The bank may open accounts only in Saudi riyal for family funds. The requirements are as follows:

      1. A letter from the chairman of the trustee board of the family fund (or their authorized representative) to the bank in which the account is to be opened clearly indicating the purpose of opening the account.
         
      2. A copy of the license issued by the Ministry of Human Resources and Social Development.
         
      3. A copy of the fund's bylaws.
         
      4. A copy of the trustee board formation decision and copies of board members’ IDs.
         
      5. The bank account shall be managed by a joint signature of at least two persons: one shall be the chairman or the vice-chairman of the trustee board, and the other shall be the financial officer (principal signature). The trustee board may authorize two of its members or two senior Saudi managers of its executive management to manage the bank account, subject to the approval of the Minister or their authorized representative.
         
      6. Disbursement from the fund shall be in accordance with the methods and conditions stipulated in the fund's bylaws.
         
      7. The family fund may accept funds, gifts, bequests, Zakat and subscriptions (if any) from its founders and family members only, provided that the bank obtains a pledge from the chairman of the fund’s trustee board to comply with this requirement.
         
      8. The family fund is allowed to invest its money according to the provisions stipulated in the fund’s bylaws.
         
      9. The family funds are not allowed to make any transfers or issue bank or personal checks to parties outside Saudi Arabia.
         
      10. Approval of the director of the compliance department for opening the account.
         

      For your information and action accordingly as of this date.

    • Amending Article No. (1) and Article No. (14-6) of the Updated Consumer Finance Regulations

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    • Introduction of a Rule Entitled, “Collection Accounts for Managing the Finance Value of Debt-Based Crowdfunding Companies"

      Referring to the rule (300) including the rules for opening bank accounts for Juristic Persons, included in the Account Opening Rules, and notified pursuant to SAMA Circular No. (65681/67) dated 01/11/1440H.
       

       I inform you that the following has been decided:
       

      1. Introduction of a rule Below the rule mentioned above, numbered (300-1-3-8), titled: Collection Accounts for Managing the Finance Value of Debt-Based Crowdfunding Companies, in accordance with the attached wording.
         
      2. Add a definition of a debt crowdfunding facility within Chapter (I) on definitions, as follows: a joint stock company licensed to practice debt crowdfunding activity through a digital platform, or an entity that practices debt crowdfunding activity within the experimental environment at SAMA.
         
      3. Add a definition of the value of financing under Chapter (I) on definitions, as follows: Funds provided by participants to the beneficiary enterprise through the debt crowdfunding platform.
         

       New Rule (300-1-3-8) under Rule (300), which outlines the Rules for Opening Bank Accounts for Juristic Persons.
       

      The collection accounts for collecting funds from participants in order to extend credit to beneficiaries shall be opened and managed in accordance with the following requirements:
       

      1.  A letter from the Chairperson of the Board of Directors of the company or their authorized representative to the bank, stating the purpose of opening the account under the name “Management of the Finance Value of (name of debt-based crowdfunding company)”, and identifying the persons authorized to manage the account.
         
      2. Copies of all the company’s incorporation documents, including the memorandum of association, articles of association and Board formation decision.
         
      3.  Copies of the IDs of persons authorized to manage the account.
      4.  The name of the account shall be “Management of the Finance Value of (name of debt-based crowdfunding company).”
         
      5.  The account shall be separate and independent from the accounts opened for managing the company’s business, including the fees and commissions collected by the company. The account shall not be used for any financial obligations or rights of the company.
         
      6.  Transfer of money to other accounts without the approval of the participants shall only be made after submitting SAMA’s non-objection for such transaction.
         
      7. Cash deposits to or withdrawals from the account shall not be allowed.
         
    • Amendment of Rule No. (300-1-6-6) of the Account Opening Rules

      In Reference to Rule (300-1-6-6) concerning the Bank Accounts of Relief Committees and Campaigns, as stated in the Account Opening Rules, communicated through SAMA Circular No. (65681/67), dated 01/11/1440H.

      I would like to inform you of the modification of the requirements of the above-mentioned rule to align with the attached wording, so that its scope includes the accounts of the King Salman Humanitarian Aid and Relief Center for the purpose of managing its humanitarian campaigns.

      300.1.6.6 Bank Accounts of Relief Committees and Campaigns:

      Bank accounts shall be opened for designated relief campaigns and committees, as well as for the King Salman Humanitarian Aid and Relief Center "the Center", for the purposes of managing its operations and humanitarian relief campaigns abroad as follows:
       
      1.A copy of the approval from His Majesty the King for the establishment of the designated fundraising committee/campaign, and the approval of SAMA to open one main account under the name of the committee or campaign, after determining the persons authorized for the account (joint signatures) and providing copies of their IDs and specimen signatures. If the account is to be opened for the Center, a letter must be obtained from the General Supervisor of the Center addressed to the bank, determining the persons authorized to manage the account (at least two persons) with joint signatures, and providing copies of their IDs and specimen signatures. The request must specify that the sources of the account’s funds do not include amounts from the state budget or the Center’s budget.
       
      2.Authorized persons in the center, or in the relief committees and campaigns are permitted to open sub-accounts linked to the main account for the purposes of collecting donations and conducting relief activities.
       
      3.The bank accounts of the center for the purposes of employee salaries, operational expenses, or its humanitarian activities, which are funded by the state’s general budget or the center’s budget, shall be separated from the accounts of the center that are funded from sources other than the state’s budget or the center’s budget. The instructions outlined in Rule (500-1-1) regarding the opening and management of government entity accounts shall be applied to the center's accounts that are funded by the state’s budget or the center’s budget.
       
      4.Deposits into such accounts may be accepted through all means, including cash, checks, or local transfers. The center is also permitted to accept electronic donations through electronic payment gateways via different methods, including credit cards (both domestically and internationally).
       
      5.ATM or credit cards shall not be issued for such accounts.
       
      6.Money transfer to accounts outside Saudi Arabia or receiving transfers from there shall not be accepted after obtaining approval from SAMA, except for the Center's accounts, to which this paragraph does not apply.
       
    • Amendments of Rules 300.1.1 and 300.1.3 of the Account Opening Rules

       

      In reference to Rule No. 300-1-1 for Licensed Businesses and Shops, and Rule No. 300-1-3 for Resident Companies, contained in Account Opening Rules, communicated by SAMA Circular No. 65681/67 dated 1/11/1440 H.

      Please be informed of the amendment of the two aforementioned rules to align with the attached formulations, aimed at clarifying the requirements to be met when opening bank accounts for institutions or companies, particularly when the owner of the institution or one/all of the partners are associations or non-profit organizations.

      For your information and consideration, please take this into account for similar accounts classified for the purposes mentioned above, such as sub-accounts under the main account of the association or non-profit organization.

      Amendment of Requirements for Rule No. (300-1-1) related to Licensed Businesses and Shops, and Rule No. (300-1-3) related to Resident Companies.

      300-1-1 / Licensed Businesses and Shops:

      Bank accounts for these entities may be opened after obtaining the required documents from each, as follows:

      1. A copy of the commercial registration for the institution or shop, or a copy of the activity license if it alone suffices for the establishment’s activity without needing a commercial registration.
      2. Identifying and verifying the identity of the establishment owners based on the name listed in the commercial registration or license, and ensuring the validity of their identity information.
      3. Copies of the individuals' identities authorized to manage and operate the accounts.
      • If the owner of the institution or shop is a Waqf (endowment), non-profit associations/institutions, or cooperative societies, the bank must fulfill the following in addition to the above requirements:
      1. A copy of the valid endowment registration certificate issued by the General Authority for Awqaf, which should minimally include the following: name of the Waqf, endowment deed number and date, names of supervisors and their ID numbers (for endowments), or a copy of the license issued by the Ministry of Human Resources and Social Development and the decision of the association’s or institution’s board of directors (meeting minutes) approving the establishment of the institution or shop and designating authorized signatories for bank accounts (for non-profit associations/institutions or cooperative societies).
      2. Copies of the IDs of the supervisors named in the registration certificate (for endowments).
      3. The accounts shall be classified as high-risk accounts.

      300-1-3 / Resident Companies:

      Bank accounts for resident companies in the Kingdom may be opened upon obtaining the following documents:

      1. A copy of the commercial registration.
      2. A copy of the articles of incorporation or bylaws and their appendices.
      3. A copy of the identity of the responsible manager.
      4. Identifying and verifying the identities of the board members.
      5. A power of attorney issued by a notary public or certified notary, or an authorization prepared within the bank by the individual(s) authorized under the articles of incorporation, partner resolution, or board resolution to grant signing authority for bank accounts and to operate them.
      6. Copies of the IDs of the individuals authorized to sign and operate the accounts.
      7. Identifying and verifying the identities of the company owners listed in the articles of incorporation per its latest amendments, except for publicly listed companies.
      • If all or any of the company owners are endowments, non-profit associations/institutions, or cooperative societies, as indicated in the articles of incorporation, the bank must fulfill the following requirements in addition to the above:
      1. A valid copy of the endowment registration certificate issued by the General Authority for Awqaf, which should include at least the following: name of the Waqf, endowment deed number and date, names of supervisors and their ID numbers (for endowments), or a copy of the license issued by the Ministry of Human Resources and Social Development and the board of directors' decision (meeting minutes) approving the establishment of the company (for non-profit associations/institutions or cooperative societies).
      2. Copies of the IDs of the supervisors listed in each endowment’s registration certificate (for endowments).
      3. The accounts shall be classified as high-risk accounts if the ownership of endowments, non-profit associations/institutions, or cooperative societies exceeds 50% of the company’s capital.

         

    • Amendment of Rules 4.1 and 4.2 Contained in Chapter II of the Account Opening Rules

      This section is currently available only in Arabic, please click here to read the Arabic version.
    • Updating paragraphs (3), (4), and (5) of Rule No. (100)

      This section is currently available only in Arabic, please click here to read the Arabic version.
    • Amending the Requirements of Rule No. (300-1-5-7) for Owners’ Associations Licensed by the Ministry of Housing

      This section is currently available only in Arabic, please click here to read the Arabic version.
    • Amendment to Some Bank Account Rules to Enable Various Endowment Entities to Benefit from Banking Services

      This section is currently available only in Arabic, please click here to read the Arabic version.
    • Introducing Two Rules Within the Account Opening Rules for Associations and Professional Bodies

      This section is currently available only in Arabic, please click here to read the Arabic version.
    • Amendments of Requirements for Bank Accounts for Prison Inmates’ Deposits as per Rule No. (200-1-1)

      This section is currently available only in Arabic, please click here to read the Arabic version.
    • Updating Financial Institution KPIs

      This circular is currently available only in Arabic, please click here to read the Arabic version.
    • Amendment of the Requirements for Appointments to senior positions in Financial Institutions Supervised by SAMA

      No: 42080755 Date(g): 28/6/2021 | Date(h): 19/11/1442Status: In-Force
      This circular is currently available only in Arabic, please click here to read the Arabic version.
    • Introduction of a New Paragraph within the Rule No. (300-1-5-3) of the Account Opening Rules

      No: 450651330000 Date(g): 22/4/2024 | Date(h): 14/10/1445Status: In-Force

      Translated Document

      In Reference to rule No. (300.1.5.3) included in the Account Opening Rules, and notified by SAMA Circular No. (65681/67) dated 01/11/1440H, which includes the requirements for opening and managing bank accounts for Private Foundations.

      I inform you of the amendment to the rule mentioned above by introducing a sub-rule that regulates the opening and management of bank accounts for civil society organizations established pursuant to royal orders, as per the attached format wording.

      For your information and action accordingly as of this date. SAMA also emphasizes the importance of adhering to the instructions communicated according to Circular No. (45034076) dated 26/05/1445H regarding The Requirement for Obtaining the Approval of the Ministry of Human Resources and Social Development to Open Bank Accounts, Transfer or Issue Checks Outside the Kingdom Shall not Apply to the King Faisal Foundation.

      • New Rule within Rule No. (300.1.5.3) Concerning the Requirements for Opening and Managing Bank Accounts for Private Foundations

        • Civil Society Organizations established pursuant to royal orders:
           
        Bank accounts may be opened for Civil Society Organizations established pursuant to royal orders as follows:
         
        1.A copy of the approval from His Majesty the King for the establishment of the civil society organization.
         
        2.A copy of the articles of association of the organization.
         
        3.A copy of the decision of forming the members of trustee board and verifying the identity of the members.
         
        4.Copies of the IDs of individuals authorized to manage and operate the bank account, with verification of their authorization by identifying them in a decision by the Board of Trustees. The signature should be joint for two officials, unless the organization's articles of association state otherwise. 
         
        5.Any transactions (e.g. remittance, collection of checks, etc.) outside Saudi Arabia may be made after verifying that these transactions align with the activity or main purpose for which the organization was established, as per its articles of association. 
         
        6.No transactions (e.g. remittance, collection of checks, etc.) outside Saudi Arabia shall be made for an organization if it is evident that the transaction does not align with its activity or main purpose under its articles of association, except for transferring money for the purpose of managing the organization’s activities. For example, remittance for paying fees of consulting services or of participation in external symposiums, conferences and the like may be made after obtaining approval from the National Center for Non-Profit Sector.
         
    • Amendment of the Finance Companies Control Law

      In reference to the Royal Decree No. (M/51) dated 13/8/1433 H, which includes the promulgation of the Finance Companies Control Law. We inform you of the issuance of the Royal Decree No. (M/272) dated 4/12/1445 H approving the amendment of a number of articles of the Finance Companies Control Law, as follows:
       

      1- Amending the definition of “Finance Company” in Article (1) of the Law, to read as follows: “Finance company: A company licensed to engage in finance activities.”
       

      2- Adding a clause numbered (5) to Item (first) of Article (5) of the Law, stating the following: “The company shall take the form of a joint stock company. The Bank may authorize other than the form of joint stock companies if it deems that the proposed business model or the nature of the activity requires it, provided that this does not prejudice the safety of the financial system and the fairness of the transactions.” The current clause (5) should be renumbered as clause (6).
       

      3- Amendment to clauses (1) and (2) of Article (11) of the Law to read as follows:
          “1- Engage in any activity other than finance activities, unless approval is obtained from the bank.
          2- Acquire, directly or indirectly, other entities engaging in activities other than finance activities, unless approval is obtained from the bank.”
       


      4- Amendment to subparagraph (d) of clause (1) of Article 12 of the Law to read as follows “finance or offer facilities to persons or entities if one of the members of the board of directors of the finance company, one of its managers, members of its board of managers, or the like, as the case may be, or its external auditor is a guarantor for receiving such finance or facilities.”
       


      5- Amendment to clause (2) of Article Twelve of the Law to read as follows “Without prejudice to public and private rights prescribed by law, any board member of a finance company, any director of the finance company, any member of the board of managers of the finance company, or the like - as the case may be - and any external auditor of the finance company, who receives finance in breach of sub-clause 1(b), 1(c) or 1(d) of this Article shall be deemed dismissed as specified under the provisions of the Regulations.”

      6- Amendment to Article (16) of the Law and its Clauses (1) and (2) to read as follows: "A finance company board member, or its managers or the member of its board of managers, or the like,- as the case may be- requires the following:
       

      1. be a board member in another finance company engaged in the same activity, nor one of its managers, member of its board of managers, or the like, as the case may be.
      2. combine the duty of monitoring finance companies or auditing their accounts with membership in board of directors in the same finance company, nor as one of its managers, members of its board of managers, or the like, as the case may be."
         

      7- Amendment to Article (17) of the Law to read as follows: "Members of the board of directors of the company, its managers ,and the members of its board of managers, or the like,- as the case may be- as well as its general manager, senior executive directors and branch managers, each within their powers, shall be liable for the company’s breach of the provisions of this Law and its Regulations."
       

      8- Amendment to Article (18) of the Law to read as follows: "Without prejudice to Article 12(1) (a) of this Law, members of the board of directors of a finance company, its managers ,and the members of its board of managers, or the like,- as the case may be- shall be jointly and severally liable for guaranteeing the company’s rights against losses resulting from granting finance without collateral."
       

      9- Amendment to Article (19) of the Law to read as follows: "An audit committee shall be formed in each joint-stock finance company from non-executive board members. Committee duties, selection of its members, term of membership and work procedures shall be determined pursuant to a resolution by the general assembly of the finance company upon a proposal by the board of directors."
       

      10- Amendment to Article (20) of the Law to read as follows: "Upon concluding any finance contract falling within their powers, the chairman, board members, its managers ,and the members of its board of managers or the like— as the case may be— and employees of the finance company shall disclose in writing the following:
       

      1. Any relation with respect to the contract.
         
      2. Any relation to the contract of any relative up to the second degree.
         
      3. Any financial interest they have with any contract party.
         

      In case of non-disclosure, an aggrieved party may file a lawsuit before the competent court to invalidate the contract."
       

      11- Amendment to the Title of Chapter (5) of the Law from "Supervising Finance Companies" to "Supervision".
       

      12- Amendment of Article (21) of the Law to read as follows: "Subject to paragraph (2) of Article (Ten) of the Law, the bank supervises the activities of finance companies, entities engaged in activities supporting finance activity, and companies licensed to register contracts under the provisions of the Finance Lease Law, and exercise its powers pursuant to the provisions of this Law and its Regulation."
       

      13- Amendment to Article (29) of the Law to read as follows: "If a finance company, entities engaged in activities supporting finance activity, or a contract registration company commits violations relating to any professional irregularities or transactions exposing its shareholders or creditors to risk, or if its debts exceed its assets, SAMA shall, by written decision and in proportion to the violation, take one or more of the following measures:
       

      1. Serve a warning.
         
      2. Require the finance company to submit an appropriate corrective action plan.
         
      3. Order the suspension of some of its operations or prevent distribution of dividends.
         
      4.     Impose the fine set out in Article (34) of the Law, as the case may be.
         
      5. Order the temporary suspension or dismissal of the violator -if not a board member, managers, or a members of its board of managers or the like as the case may be- according to the gravity of the violation.
         
      6. Temporarily suspend the chairman, any board member, managers, or a members of its board of managers or the like as the case may be.
         
      7. Appoint one or more consultants at the expense of the finance company to provide advice on its conduct of business.
         
      8. Suspend the board of directors, its managers ,and the members of its board of managers or the like— as the case may be and appoint a manager at the expense of the finance company to run the company until the causes for suspension, as determined by SAMA, cease to exist. And if SAMA deems that the violation calls for cancellation of the license or liquidation of the finance company, SAMA may initiate a suit before the competent court. SAMA, at its own discretion, may suspend the license until the suit is decided.
         

      14- Addition of a New Article (36- Bis) to the Law, to read as follows: "The bank may exempt one or more finance companies from the scope of application of certain provisions of Chapters (3), (4), and (5) of the Law, taking into account equity of transactions and the integrity of the financial system."
       

      For your information.

    • Update of the Key Principles of Governance in Financial Institutions

      Based on the powers granted to SAMA under its law issued by Royal Decree No. (M/36) dated 11/04/1442H, and other relevant laws, and further to the Key Principles of Governance in Financial Institutions Supervised by SAMA, as issued in Circular No. (42081293) dated 21/11/1442H.

      We would like to inform you of the update to the principles mentioned above, in accordance with the version published on SAMA's website, in line with the Companies Law issued by Royal Decree No. (M/132) dated 01/12/1443H and its Implementing Regulations.

      For your information and action accordingly, the principles shall be mandatory for the financial institutions to which they apply, effective from this date. Please note that the attached amendments revoke any provisions that are in conflict with them from the relevant instructions of SAMA.

      The updated provisions of the Key Principles of Governance in Financial Institutions Supervised by SAMA.

      First: Updating the definition of the term (financial institution) to be as follows: "An entity subject to the control and supervision of the Central Bank."

      Second: Deleting paragraph (B) of the factors affecting independence included in the definition of the term (independent member), which stated that: "if he is a representative of a legal person that holds 5% or more of the shares of the financial institution or any company within its group;".

      Third: Updating paragraph (E) of the factors affecting independence included in the definition of the term (independent member) to be as follows:" if he works or used to work, within the preceding two years, for the financial institution, for any company within its group, for it's Substantial Shareholders, or for main suppliers and external auditors, or he held controlling interests in the financial institution, any company within its group, Substantial Shareholders, or any party dealing therewith like external auditors or main suppliers within the preceding two years."

      Fourth: Updating paragraph (17) under (2nd Principle/ Formation, Appointment and Board Affairs) to be as follows: "Each member shall immediately inform the Board of any -direct or indirect- interest he has in the businesses and contracts executed for the financial institution’s account, and shall not participate in voting on the decision to be taken in this regard."

      Fifth: Updating paragraph (A) of item (43) under (3rd Principle/ Responsibilities of the Board) to be as follows: "Emphasize that members, senior executives and other employees of the financial institution avoid situations that may lead to a conflict of their interests with those of the financial institution, and deal with such cases as per the provisions of the relevant laws and regulations."

      Sixth: Deleting item (79) under (5th Principle/ Committees Formed by the Board / The Audit Committee), which stated: "The committee shall be formed by a decision of the Ordinary General Assembly".

      Seventh: Deleting item (80) under (5th Principle/ Committees Formed by the Board / The Audit Committee), which stated: " The committee chairman and members shall be appointed for a period of three years, renewable for a maximum of two additional terms".

      Eighth: Updating the footnote of item (78) to be as follows: " As for banks, all committee members shall be independent".

      Ninth: Updating paragraph (T) of item (102) under (7th Principle/ Disclosure and Transparency) to be as follows:" Information related to any businesses or contracts to which the financial institution is a party, or in which any related party has an interest. This shall include the names of persons engaged in these businesses or contracts, and the nature, terms, duration, and amount of same. If no such businesses or contracts exist, the financial institution shall submit a statement of same".