Book an appointment with us, or search the directory to find the right lawyer for you directly through the app.
Find out more
Deal by Design
Welcome to this edition of Law Update, focusing on the evolving M&A landscape across the MENA region. With deal activity and value continuing to grow, the region is seeing increased investor interest alongside a changing regulatory environment.
This edition explores key legal and market developments affecting M&A transactions, including regulatory reforms, foreign investment, governance, due diligence and deal structuring across the region.
The Kingdom of Saudi Arabia has taken a landmark step in its Vision 2030 journey. The Council of Ministers has approved the Implementing Regulation for the Law on Non-Saudi Real Estate Ownership – a detailed set of rules that finally puts flesh on the bones of the Royal Decree issued earlier this year. For foreign individuals, multinational companies, and non-profit organisations looking at the Kingdom’s real estate market, this is the document that tells you exactly how to proceed.
Saudi Arabia’s real estate sector is one of the largest and fastest growing in the region. With Riyadh cementing its position as a regional business hub, Jeddah attracting tourism and hospitality investment, and the giga-projects reshaping the country’s landscape, there has never been more interest from foreign capital in owning a slice of the Kingdom. The new Regulation provides the legal infrastructure to make that possible; with clear rules, a digital-first process, and a structured oversight framework.
The Regulation Covers Three Categories Of Non-Saudi Persons:
It also applies to Saudi companies whose share capital is partially owned by non-Saudis, a category that captures many joint ventures and foreign-invested businesses already operating in the Kingdom.
For Foreign Individuals
Before a non-resident foreign individual can acquire property in Saudi Arabia, they must complete three steps:
These requirements are not merely bureaucratic formalities. They are designed to create a verifiable digital footprint for each foreign buyer – tying the individual’s identity, banking, and communications to a single digital record before any transaction is initiated.
For Foreign Companies
Foreign companies face a more structured set of obligations. Before acquiring real estate, they must:
The obligations do not end at acquisition. Registered foreign companies must notify the Ministry of Investment within 15 days whenever any of the following occur:
These are significant compliance burdens. Companies with active M&A pipelines or complex group structures will need to build real estate notification obligations into their ownership-change workflows.
REGA is mandated to build and operate a dedicated electronic portal for all non-Saudi real estate transactions, integrated with the real estate registry. Every application – whether to acquire property, register an in-rem right, or transfer an interest – must be submitted through this portal. All associated financial transactions must be conducted through electronic payment methods regulated by SAMA, the Saudi Central Bank. Cash and offline transfers are not an option.
Geography matters under this framework. Under Article 8 of the Regulation, a Saudi company that is not listed on the Saudi financial market, and in whose share capital one or more non-Saudi persons hold an ownership interest, may own real estate outside the Geographical Scope – except in the cities of Makkah and Madinah – provided that the property is required for carrying out its business activities or providing housing for its employees, and subject to obtaining the prior approval of the Ministry of Investment. The same company may, however, own real estate within the Geographical Scope, including in Makkah and Madinah, without requiring Ministry of Investment approval.
The Regulation also addresses family ownership: a non-Saudi owner’s non-Saudi spouse and children are treated as dependants for the purpose of acquiring residential real estate. No dependant may independently own residential property in the Kingdom unless the marriage has ended or the child has reached the age of 25.
The Regulation introduces a transaction fee of 2% on the value of any in-rem right disposal by a non-Saudi in the cities of Riyadh, Makkah, Madinah, and Jeddah, across all property types and uses.
Importantly, the Regulation provides a broad list of zero-rated exemptions, including:
These exemptions are commercially significant. Developers, investment funds, and institutional investors will want to structure transactions carefully to take advantage of them.
REGA’s appointed inspectors have authority to detect and record violations of the Law and the Regulation. The penalties are graduated and can be severe:
The Implementing Regulation transforms the Law from a statement of intent into an actionable framework. It reflects a genuine commitment to opening the Kingdom’s real estate market to foreign participation – but on clearly defined terms that prioritise transparency, digital infrastructure, and regulatory oversight.
For foreign investors and businesses, the key takeaways are:
Saudi Arabia’s real estate sector is open for foreign investment in a way it has never been before. The framework is now in place. The question is whether investors are ready to move.
To learn more about our services and get the latest legal insights from across the Middle East and North Africa region, click on the link below.