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  • Controls for Registration Procedures in the Contract Registry and Data Requirements for Registration; Provisions and Procedures for Third-Party Access to the Registry

    No: 41061554 Date(g): 20/6/2020 | Date(h): 29/10/1441Status: In-Force

    Translated Document

    These regulations were issued under the decision of His Excellency the Governor No. 94/M SH T dated 18/10/1441H, based on the Finance Lease Law issued by Royal Decree No. (M/48) dated 13/8/1433H, and its implementing regulations issued by the decision of His Excellency the Governor No. (1/M SH T) dated 14/4/1434H. In accordance with Article 30 of the implementing regulations of the Finance Lease Law, which states, "Subject to the provisions of the law and these regulations, a decision shall be issued by the Governor in agreement with the Minister of Justice to include the procedures for registration in the Contracts Register, the data required for registration, and the provisions and procedures for third-party access to the Contracts Register."

    The application of these regulations concerns companies that register licensed financial leasing contracts from SAMA.

    • Chapter One: Definitions and General Provisions

      • Article One: Definitions

        1.The terms and phrases used in these rules shall have the meanings assigned to them in the Finance Lease Law and its Implementing Regulation.
        2-For the purpose of applying the provisions of these controls, the following terms and phrases, wherever used in these controls, shall have the meanings set forth below, unless the context indicates otherwise:

        Controls: The regulations for recording in the Contract Register, the data required for registration, and the rules and procedures for allowing others to view the Contract Register.

        Concerned Parties: The contracting parties or individuals authorized by the contracting parties.

        Registration: The recording and official documentation of leasing finance contracts in accordance with the provisions of the law, the regulations, and the controls.

        Company: The joint-stock company specialized in registering leasing finance contracts, licensed according to the law.

        Registered Right: The subject of the leasing finance contract concluded between the parties and recorded or to be recorded in the Contract Register.

        Registrar: The Head and Clerk of the Leasing Finance Contract Register.

        Head of the Contract Register: The registration head appointed by the company, responsible for registration activities and issuing documented bonds.

        Contract Register Clerk: The clerk appointed by the company who is entrusted with recording the contract and its amendments in the register.

        Enforcement Document Extract: A document issued by the company for the enforcement of the leased asset in accordance with the provisions of the Enforcement Law and its Implementing Regulation.

      • Article Two: General Provisions

        1. If SAMA licenses more than one contract registration company, SAMA shall issue rules for standardizing the registry and provisions for the implementation of registration by these companies.
        2. If SAMA licenses more than one contract registration company, these licensed companies must take necessary measures to ensure the unity of the contract registry data, data exchange among them, and the protection and preservation of the contract registry data.
        3. The company shall establish a registry for financial lease contracts and manage it in accordance with the law, the regulations, and the controls.
        4. The registry shall be owned by SAMA and is subject to its supervision and oversight. The company may not make any changes to it without obtaining written consent from SAMA.
        5. The company must follow the latest technologies and best practices, including organizing secure access to the contract registry data.
        6. The company must exercise due diligence in safeguarding the data and ensuring the accuracy of the information contained in the contract registry.
    • Chapter Two: Registration

      • Article Three

        1. The lessor must register the contract and any amendments to it within 10 business days from the date of concluding the contract or making amendments, through the electronic portal of the registry or its replacement.
        2. All transactions affecting the rights and legal status of the parties, as communicated by the contracting parties or the relevant authorities, shall be recorded in the registry.
        3. The company is obligated to maintain all contract records necessary for registering transactions and classifying them according to the latest technologies and best practices. SAMA has the authority to establish regulations and instructions related to this.
      • Article Four

        1-The contents of the registry consist of the data included in the registered contracts and their contents. If the content of the registry conflicts with any other documents between the parties to the contract, the registry content shall prevail. Any amendments to the contract must be attached to the registry; otherwise, they will not be accepted for enforcement.
        2-Notwithstanding the provisions of paragraph (1) of this article, the previous provisions do not apply to contracts concluded before the establishment of the registry, except after they are recorded in the registry and the parties agree to their content.
        3-The registrar must verify the data regarding the subject of the contract, and this data must include, at a minimum, the following:
          (a)A description of the registered right, including the name, type, serial number—if available—production date, country of origin, and ownership document data of the asset.
          (b)Insurance data—if available.
          (c)Contract duration.
          (d)Total amount of financing under the contract, its duration, method of calculating the rent, and payment mechanism.
          (e)Bank account number for depositing the rent, and the bank name (if available).
          (f)Details of the consequences of delay in payment under the contract.
          (g)Conditions under which the beneficiary may recover the registered right from a third party.
          (h)Agreement of the contracting parties to disclose contract registry information.
          (i)Ownership and possession data of the leased asset.
          (j)Any other data or information that SAMA may later determine or that enforcement authorities may require.
      • Article Five

        Financial lease contracts are to be registered according to the model approved by the company and approved by SAMA.

      • Article Six

        1. Documents and declarations issued by the Contract Registry Clerk must be written in Arabic.
        2. Documents in languages other than Arabic may be certified after being translated into Arabic by a certified translator. In this case, the certification must include both the original document and its translation.
      • Article Seven

        1. The Head of the Contract Registry issues an official document called the Registered Financial Lease Contract, which includes the data recorded in the Contract Registry.
        2. The Head of the Contract Registry issues an Enforcement Document for the Registered Financial Lease Contract according to the model approved by the company and SAMA.
        3. The company may issue other documents according to models approved and authorized by SAMA.
      • Article Eight

        Entries in the Contract Registry must be preserved for at least ten years from the date of the expiration of the obligations arising from the contract.

      • Article Nine

        Concerned parties may obtain a signed and certified paper or electronic copy of the registry from the company.

         

    • Chapter Three: Registration Documents

      • Article Ten

        1.Pursuant to the provisions of Article (22) of the regulations, the following documents are considered proof of ownership of the leased asset:
          (a)Real estate ownership deed.
          (b)Document of ownership of the asset.
          (c)Customs card.
          (d)Intellectual property registration certificate.
          (e)Purchase receipt.
        2.The institution may approve other official documents as proof of ownership or specify additional requirements for proving ownership. The company must announce the institution's decision in this regard.
      • Article Eleven

        1. Registration for identity verification is based on the data from the national identity card, the resident identity card, and commercial registry data or its equivalent for legal entities.
        2. The registration of the registered right and similar assets is based on the proof of ownership document in accordance with Article (Ten) of the controls, The ownership document must be stamped to indicate the rights arising from the registered contract and the registration of ownership rights. Necessary measures must be taken for documents that cannot be stamped, such as property ownership deeds. The company may use electronic means for this purpose.
        3. The company may use electronic means for registering contracts and other services, subject to obtaining SAMA’s approval.
      • Article Twelve

        The holder of the ownership document is prohibited from disposing of the registered right in a manner that contravenes the provisions of the registered contract according to these regulations. Interested parties may file a criminal or civil lawsuit as appropriate and must notify the relevant registrar. In such cases, the registrar must inform one or more licensed credit data service providers, in accordance with the Credit Data Law, to include the information in the credit registry of the ownership document holder.

         

    • Chapter Four: Access to Registry Data

      • Article Thirteen

        1-The company protects the commercial confidentiality of the concerned parties. However, the company is required to provide registry data to the following entities:
          (a)The parties to the registered contract.
          (b)Entities licensed to conduct financing activities, with the lessor's written consent.
          (c)The judiciary.
          (d)The institution.
          (e)Interested parties in the secondary market; the beneficiary may request access to the registry for concerned parties, including advisors, appraisers, and others, in the case of securitization.
          (f)The Capital Market Authority, subject to obtaining SAMA’s approval.
          (g)Any other government entity, subject to obtaining SAMA’s approval.
        2-Requests must be submitted electronically or in paper form to the company, which will issue a signed and certified copy of the registration data within five (5) business days from the date of the request.
    • Chapter Five: Access

      • Article Fourteen

        These regulations shall come into effect from the date of their approval.