As Saudi Arabia continues its journey of legal and regulatory transformation under Vision 2030, one of the most important recent changes is the implementation of Ultimate Beneficial Ownership (UBO) disclosure regulations, which officially came into effect on April 3, 2025.
These new rules reflect more than a technical compliance requirement; they represent a fundamental change in how businesses in the Kingdom are expected to manage ownership, control, and transparency.
At M&Co. Law Firm, we see this as an opportunity for companies to not only meet their legal obligations but also to strengthen their internal governance, build investor trust, and reduce risk.
What is UBO Disclosure?
Simply put, an Ultimate Beneficial Owner (UBO) is the real person behind a company; the individual who ultimately owns or controls it, whether directly or indirectly.
Under the new regulations, Saudi companies must identify and report any person who:
- Owns 25% or more of the company’s shares or voting rights
- Has the power to influence major decisions, such as board appointments
- Exercises control through indirect means, such as nominee agreements or complex holding structures
This information must be recorded in an internal register and submitted to the Ministry of Commerce through the official company registration portal.
Who Needs to Comply?
The short answer: almost every company operating in Saudi Arabia.
This includes:
- Saudi-registered companies
- Foreign-owned businesses with operations in the Kingdom
- Holding companies and joint ventures
A few exemptions exist. For example, companies listed on the Saudi Exchange (Tadawul) and certain regulated financial institutions already covered by similar disclosure rules.
What Are Companies Required to Do?
To comply with the UBO rules, companies must:
- Create and maintain an internal register of their ultimate beneficial owners
- Report this information to the Ministry of Commerce
- Update the records within 30 days of any change
- Assign a compliance officer or responsible individual to manage this process
Failure to comply can result in fines, suspension of your commercial activities, or regulatory investigation.
The Hidden Complexity Behind “Ownership”
On paper, identifying a UBO seems as simple as just looking at the shareholders, right?
But in reality, things are often more complex. Control might not always show up in a shareholder register. It can be hidden behind:
- Multiple layers of ownership across jurisdictions
- Offshore or nominee structures
- Voting arrangements or informal influence over company decisions
- Family trusts or holding entities
Understanding who your beneficial owners are means looking beyond legal ownership — and diving into the real dynamics of control. This is where legal expertise becomes essential.
Why This Matters to Business Owners and Executives
The UBO framework isn’t just a regulatory formality. It has real business consequences across several critical areas:
- Investment & M&A Readiness
In M&A transactions or investor due diligence, transparency around ownership is essential. Inaccurate or unclear structures can raise red flags or stall deals altogether.
- Governance & Risk Management
Understanding who’s really in control helps you manage boardroom risks, conflicts of interest, and regulatory exposure. UBO clarity is now a cornerstone of good governance.
- Access to Banking, Financing & Contracts
Banks, government agencies, and global partners increasingly require UBO disclosures as part of AML (anti-money laundering) checks. Without it, access to key services and contracts can be delayed, or denied.
How We Can Help
At M&Co., our corporate advisory team supports clients at every step of the UBO compliance journey. We help:
Identify and map your company’s true ownership and control structures
- Draft and file your UBO register in line with the Ministry’s requirements
- Navigate complex nominee or offshore arrangements
- Update your governance documents for legal alignment
- Provide legal opinions in high-risk or multi-jurisdictional scenarios
Whether you’re unsure about where to start or already navigating a complex setup, we’re here to simplify the process and protect your business.
Summing this all up, Saudi Arabia’s UBO regulations are a step forward in building a more transparent, trustworthy, and business-ready environment. But they also come with responsibility, and require clarity from business leaders about who really owns and controls the companies they lead.
This is more than a legal requirement. It’s a moment to pause and ask:
“Do we have full visibility over our ownership and governance structures?”
If you’re not sure or you want to make sure you’re covered, we’re here to help.
Get in touch with our team to learn how we can assist with your UBO compliance and broader governance needs.