300.1.3 Resident Companies
This rule has been respectively amended according to the circulars No. (41042946), Dated 19/06/1441H, corresponding to 13/02/2020G, circular No. (42053614), Dated 02/08/1442H, corresponding to 15/03/2021G, and circular No. (44061480), Dated 28/07/1444H, corresponding to 18/02/2023G.The bank may open accounts for companies residing in Saudi Arabia upon completing the following:
1. A copy of the commercial register shall be obtained.
2. Obtaining a copy of the memorandum of association or the articles of association and their annexes.
3. Obtaining a copy of the ID of the manager in charge.
4. Verifying the identity of board members.
5. Obtaining the power of attorney issued by a notary public or a notary (or the authorization made in the bank by the person/persons who, by virtue of memorandum of association, partners’ decision or board of directors’ decision, has/have the power to authorize), authorizing natural persons to sign for and operate the accounts.
6. Obtaining copies of the IDs of individuals authorized to sign for and operate the accounts.
7. Verifying the IDs of the owners of the company, whose names are included in the last update of the memorandum of association. Public joint-stock companies are excluded from this requirement.
• Where the owner or one of the owners of the company is an endowment, private society/foundation or cooperative association, according to the memorandum of association, the bank must then fulfill the following, in addition to the above requirements:
1. Obtaining a copy of a valid endowment registration certificate issued by the General Authority of Awqaf, including at minimum the following: Name of endowment, endowment deed number and date, and names of administrators 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 board of directors of the society/foundation (meeting minutes) approving the establishment of the company (for private societies/foundations or cooperative associations).
2. Obtaining copies of the IDs of administrators whose names are stated in the endowment registration certificate (for endowments).
3. This type of accounts shall be classified as of high risk if the ownership of endowments, private societies/foundations or cooperative associations exceeds 50% of the company's capital.
300.1.3.1 Joint-Stock and Simplified Joint-Stock Companies
This rule has been amended according to the circular No. (44061480), Dated 28/07/1444H, corresponding to 18/02/2023G, please refer to the Arabic version of this rule to read the last updated version.• Companies under formation:
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.
• Licensed companies:
Documents required are as specified in (300.1.3) above.
300.1.3.2 Limited Liability Companies
Documents required are as specified in (300.1.3) above.
300.1.3.3 General Partnerships
Documents required are as specified in (300.1.3) above.
300.1.3.4 Limited Partnerships
Documents required are as specified in (300.1.3) above.
300.1.3.5 GCC Commercial Non-Banking Companies Residing in Saudi Arabia
Should a GCC company acquire a commercial register in Saudi Arabia (without investment license issued by the Ministry of Investment), such company shall be treated as a resident company, subject to the same requirements applicable to Saudi resident companies. Consequently, such GCC company shall submit the required documents specified in (300.1.3) above.
300.1.3.6 Rules for Opening Escrow Accounts for Real Estate Development Projects
This rule has been amended according to the circular No. (46028059), Dated 08/05/1446H, corresponding to 09/11/2024G.The bank may open escrow accounts for real estate projects (sale or rental of off-plan real estate projects or real estate contributions) after fulfilling the following documents and procedures:
1. Verifying and identifying of the real estate developer, consulting office/engineering consultant, and certified public accountant in the legal form for each of them.
2. A written undertaking shall be made by the real estate developer stating that no disbursement shall be made from the account for purposes other than those concerning the project determined or its returns in the escrow account.
3. A written undertaking shall be made by the real estate developer stating its consent to amend the escrow account agreement to comply with any relevant laws, regulations, or instructions.
- Controls related to Opening and Managing Escrow Accounts for Off-Plan Sale or Rental Real Estate Projects:
1. Only one account shall be opened for each individual project and shall be named as follows: "name of project" Project- Escrow Account for "name of real estate developer”. Sub-accounts linked to the main account of the project may be opened, such as administrative and marketing expenses account, savings account, construction cost account, incentives account and finance account.
2. Payment shall be made from the project's escrow account based on the payment document submitted by the real estate developer to the bank. Such documents shall be certified by the consulting office and the certified public accountant and shall include the required amounts and justifications for their expenditure. Payment documents may be processed through secure technological means.
3. By exception to the provision in paragraph (2) above, payment may be made from the escrow account upon request from the Real Estate General Authority. The bank shall be notified through the Saudi Central Bank.
4. Payment from the account shall be made by check or transfers only and shall be within the limits stated in Paragraphs (2) and (3) above.
5. Deposits in the account shall be made by buyers, tenants, or financiers via any means of payment accepted by the bank other than cash.
- Controls for Opening and Managing Escrow Accounts for Real Estate Contribution Projects:*
1. Only one account shall be opened for each individual project and shall be named as follows: "name of project" Project- Escrow Account for "Real Estate Contribution”. Sub-accounts linked to the main account of the contribution may be opened, such as: reserve account, revenue account, and any other sub-accounts for the purpose of the contribution project, such as a finance account.
2. Payment shall be made from the project's escrow account based on the payment document submitted by the real estate developer to the bank. Such documents shall be certified by the engineering consultant and the certified public accountant and shall include the required amounts and justifications for their expenditure. Payment documents may be processed through secure technological means.
3. Payment from the account shall be made by check or transfers only and shall be within the limits stated in Paragraph (2) above.
4. Payment shall be made from the reserve account based on the payment document submitted by the real estate developer to the bank. Such documents shall be certified by the engineering consultant and the certified public accountant and shall include the required amounts and justifications for their expenditure, along with the approval from the shareholders' association.
5. Payment shall be made from the revenue account based on the disbursement document submitted by the real estate developer, which must be recorded on the shareholders' register and certified by the certified public accountant. The document must include the required amounts and be accompanied by the completion certificate from the consultant or proof of the liquidation of the real estate contribution.
6. Deposits into the main and sub-accounts shall be made by the relevant financial market institution for issuing contribution certificates, financiers, or buyers, or from proceeds of the liquidation of the real estate contribution, by any accepted method, and cash deposits are not permitted.
- General Provisions:
1. The bank shall not activate the escrow account for the real estate project unless the license issued by the “Authority” to engage in the off-plan sale or rental of real estate projects or to offer the real estate contribution is submitted.
2. Project’s sub-accounts shall be used only for receiving/making deposits and transfers from and (in)to the main account.
3. No funds may be transferred from the escrow account to any other accounts other than that of its sub-accounts whose purposes are specified.
4. Checkbooks may be issued for this account at the request of the real estate developer. However, ATM cards and/or credit cards shall not be issued for this account.
5. The bank shall not attach the account for its own interest or that of the creditors of the real estate developer.
6. The bank shall not close the escrow account for the project except after obtaining approval from the relevant authority, without prejudice to the provisions of SAMA's instructions and the agreements in place.
* This rule has been added pursuant to the circular No. (46028059), Dated 08/05/1446H, corresponding to 09/11/2024G.
300.1.3.7 Collection Accounts for Depositing and Retaining the Funds of Payment Companies’* Clients
This rule has been added pursuant to the circular No. (42073085), Dated 21/10/1442H, corresponding to 01/06/2021G.The collection accounts for depositing and retaining the funds of payment companies’ clients 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 “Deposit and Retention of the Funds of (name of payment company)‘s Clients”, and identifying the persons authorized to manage the account.
2. A copy of SAMA’s non-objection letter to open a collection account for the company for the purpose of depositing and retaining the funds of their clients.
3. Copies of all the company’s incorporation documents, including the memorandum of association, articles of association and Board formation decision.
4. Copies of the IDs of persons authorized to manage the account.
5. The name of the account shall be “Deposit and Retention of the Funds of (name pf payment company)‘s Clients”.
6. 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.
7. Payment transactions and transfer of money to other accounts, other than the payment orders made by clients, shall only be made after submitting SAMA’s non-objection for such transaction.
8. Cash deposits to or withdrawals from the account shall not be allowed.
* Payment Service Providers
300.1.3.8 Collection Accounts for Managing the Finance Value of Debt-Based Crowdfunding Companies
This rule has been added pursuant to the circular No. (42075950), Dated 29/10/1442H, corresponding to 09/06/2021G, and amended by circular No. (000046024651), dated 19/04/1446H, corresponding to 22/10/2024G.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 Amount 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 Amount 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.
300.1.3.9 Companies in the Special Logistics Zone
The bank may open accounts for companies that are established and registered in the Special Logistics Zone of the General Authority of Civil Aviation (GACA)- under Companies Regulations for the Special Integrated Logistics Zone- after submitting the following documents:
- A copy of the commercial register issued by the GACA.
- A copy of the company’s memorandum of association and appendixes.
- Verifying the IDs of the board members/executives.
- A power of attorney issued by a notary public or a notary or an authorization made in the bank by the person(s) who has the authority, by the memorandum of association or partners’ decision or board/executives’ decision, to authorize natural persons to sign and operate accounts.
- Copies of the IDs of individuals authorized to sign for and operate the accounts.