Branch, subsidiary or regional headquarters: choosing a structure in Saudi Arabia

Can you choose a Saudi company structure without travelling to Saudi Arabia?

Yes. Choosing a structure depends on a few facts: what the company will do, where your company is registered and who will own it. You can usually share these by call, message and email from your own country. With those facts, we can explain which structures usually fit and what each would mean for you.

Setting up the company afterwards is partly remote. Your company signs the founding documents and a power of attorney in its own country, and has them certified there. A power of attorney (wakala in Arabic) is a signed document that lets someone, such as a lawyer, act for you. Some later steps usually need someone in Saudi Arabia in person. We tell you which apply before you plan a trip. See setting up a Saudi company from abroad and power of attorney for Saudi Arabia, signed abroad.

What is the difference between a branch and a subsidiary in Saudi Arabia?

A branch is part of your foreign company, while a subsidiary is a separate Saudi company that is responsible for its own debts and obligations. The two differ in three main ways: who is liable for debts, how each appears in the commercial register, and who signs contracts. With a branch, your foreign company answers for what happens in Saudi Arabia. With a subsidiary, the Saudi company usually answers for itself. That difference also shapes how you leave the market later.

Liable means legally responsible for debts and obligations. Here is each difference in turn:

• Debts. With a branch, your foreign company is liable for what the branch does in Saudi Arabia. A subsidiary is usually liable for its own debts. Owners can still take on extra responsibility, for example by signing a guarantee.
• The register. A commercial registration (CR) is a business’s entry in the register kept by the Ministry of Commerce. A branch is registered as part of your foreign company. A subsidiary is registered as a company in its own name.
• Signing contracts. A branch usually acts through a manager your company appoints. A subsidiary acts through its own managers or board, under its founding documents.

Which types of Saudi company can a foreign business own?

Usually a limited liability company (LLC) or a simplified joint-stock company. Larger plans sometimes use a joint-stock company. Whether foreign owners can own all of it depends on the business activity, meaning what the company will do.

An LLC is a common type of Saudi company, owned by one or more owners. A simplified joint-stock company is a newer type of company with shares. They differ in how owners join or leave and how decisions are made.

Many business activities are open to full foreign ownership. Others are restricted or closed to foreign investors, or need extra approvals. According to the Ministry of Investment’s frequently asked questions page, whether a local partner is needed depends on the activity. So, before you choose, check whether your business activity is open to foreign investors. Some activities also come with capital or other requirements, which the ministry’s Investor Guide lists.

A foreign owner also registers its investment with the Ministry of Investment (MISA). This investment registration replaced the foreign-investment licence in 2025. See how foreign investment registration works now.

What is a regional headquarters in Saudi Arabia, and who is it for?

A regional headquarters (RHQ) is a company group’s base for managing its business across the region, under the Ministry of Investment’s RHQ programme. It usually suits groups that run branches and subsidiaries in several countries. The ministry decides who qualifies.

The ministry’s Investor Guide describes an RHQ as a base for supporting and managing a group’s branches and subsidiaries across the Middle East and North Africa. It is set up either as a company or as a registered branch of a foreign company. It is mainly a management base. If your group also plans to sell in Saudi Arabia, ask how that fits with an RHQ.

• When an RHQ or a special economic zone (an area with its own business rules) may suit a group.

  Regional headquarters and special economic zonesComing soon

Does owning all of a Saudi company give you full control?

Not by itself. Control in practice comes from the founding documents and from who holds signing powers. Owning all the shares matters. So does who is named as manager, who can sign at the bank and how decisions are made.

The articles of association are the company’s founding document. They are authenticated electronically when the company is formed. Settle these points in them, or in an agreement between the owners, before anyone signs:

• who is named as the company’s manager or board, and how they can be replaced;
• who can sign contracts, and who can use the company’s bank account;
• which decisions need every owner’s approval, if there is more than one owner;
• what happens if an owner wants to sell, or the owners disagree.

These points matter most when something goes wrong, for example when a manager leaves or the owners fall out. Companies must also disclose their beneficial owner, the person who ultimately owns or controls them.

How does the structure affect disputes and leaving the market later?

The structure decides who can be sued, whose assets are at risk and what must be cancelled or settled before you leave. It is easier to plan for this before you set up than to fix it afterwards.

With a branch, a claim over the branch’s business is usually a claim against your foreign company. With a subsidiary, a claim is usually against the Saudi company, unless a guarantee or another document says otherwise.

To leave, you either sell your shares in a subsidiary or close it. A branch has no shares to sell, so it is usually closed. Closing means cancelling the registrations and paying what is owed to employees and creditors (the people and companies owed money).

We look at a new company with later disputes in mind. That means asking who controls it, who signs for it, what happens if the owners disagree, and how you could close it or sell your share.

• What a change involves once the company exists.

  Changing owners, activities or managers of a Saudi companyComing soon

• What must be cancelled and paid before a company closes.

  Closing, restructuring or exiting a Saudi companyComing soon

Can you start with a Saudi distributor or agent instead of a company?

Often, yes. A Saudi distributor or agent sells your products or services under a contract with you. You set up no company of your own. This can suit testing the Saudi market first.

Ending a distributor or agent relationship can be harder than starting one. Before you sign, check:

• how the agreement ends, and what each side owes when it does;
• whether the distributor is exclusive, meaning the only one allowed to sell your products;
• who owns the customer relationships and the use of your brand in Saudi Arabia;
• where any dispute will be decided.

See how a Saudi distributor or agent agreement can end. The Ministry of Investment also lists a registration called a scientific and technical office, for foreign companies that already have a Saudi agent or distributor.

• The terms to agree before a Saudi distributor starts selling for you.

  Writing a distribution agreement that works in Saudi ArabiaComing soon

How choosing a structure usually works, step by step

Choosing a structure usually takes seven steps, and most happen before any application is made.

1. Describe your plan. Say what the company will do, who its customers will be, and whether you will hire staff or sign contracts in Saudi Arabia.

2. Check that your business activity is open to foreign investors. Some activities are open to full foreign ownership, and others are restricted or closed.

3. Decide who will own, manage and sign for the company. One owner or several, and whether a Saudi partner will be involved.

4. Compare the structures on control, debts, contracts and leaving later. The table below is a starting point. Where a lawyer helps: asking what happens if the owners disagree or a manager leaves, before anything is signed.

5. Check the tax position for your ownership. Zakat is a charge similar to a tax. Whether a company pays zakat, income tax or both depends on who owns it, and we check this for your structure.

6. Write the choice into the founding documents. The articles of association set out ownership, management and how decisions are made. Where a lawyer helps: checking the articles of association and the trade name (the company’s registered name) before they are submitted.

7. Move on to the set-up. Next come the investment registration and the company itself, much of it from your own country.

How do a branch, a subsidiary, a regional headquarters and a distributor compare?

They differ in who is responsible for debts, who controls and signs, and how you close or sell later. This table compares the four usual routes in general terms.

What to prepare before you choose a structure

A few facts are enough for a first message. Have them ready, but please don’t send documents until we agree to act for you.

• What the company will do in Saudi Arabia, in a few lines.
• Where your company is registered now.
• Who will own the Saudi company, and whether there will be other owners.
• Who will manage it, and who will sign for it.
• Whether you plan to bid for work with government bodies.
• Whether you already work with a Saudi distributor or agent.
• How long you plan to stay, and how you might leave.

Frequently asked questions

Related

• Setting up a company in Saudi Arabia as a foreign business
• Is your activity open to foreign investors in Saudi Arabia?
• Ending a Saudi distributor or agent relationship
• Foreign investment registration in Saudi Arabia: how it works now