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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.
In the Kingdom of Saudi Arabia (“KSA”), Saudisation is a government policy which legally requires employers in the private sector to employ a certain number of Saudi nationals. This percentage will vary depending on the total number of employees and the entity’s commercial activities. The Saudisation policy is currently implemented through a system called “Nitaqat” which translated means “bands”.
Generally, a Saudi employee with a minimum monthly wage of SAR 4,000 will be calculated as one employee in Nitaqat for Saudisation purposes. A Saudi employee whose monthly wage is more than SAR 3,000 but less than SAR 4,000 will be calculated as half an employee and a Saudi employee whose monthly wage is less than SAR 3,000 will not at all count towards an employer’s Saudisation requirements.
Under Nitaqat, employers are given a rating using a colour-coded system according to the extent to which they meet Saudisation targets. Whichever company meets the targets will be classified as “green” which is subdivided into “high green”, “medium green” and “low green” or if it has a high Saudisation percentage, the classification would be “platinum”. Conversely, employers that fail to meet the targets under the Nitaqat system are classified as “red”.
In 22 January 2026 the Ministry of Human Resources and Social Development (“MHRSD”) issued the Procedural Guide for the 2026 Evolved Nitaqat programme (the “Evolved Nitaqat”), marking a significant development in the Kingdom’s existing Saudisation framework.
For example previously, the full requirements of Nitaqat did not apply to entities with less than six employees. Now, under the Evolved Nitaqat, this small category exemption has been removed meaning that Nitaqat applies to all entities regardless of size. However, the current calculation remains that small entities with less than six employees are not required to employ more than one Saudi national.
The Evolved Nitaqat programme reflects MHRSD’s ongoing efforts to enhance the Saudi labour market, expand employment opportunities for Saudi nationals, and promote a safe and attractive working environment. The new framework will apply for a period of over three years, effective from April 2026 until December 2028.
These updates are implemented pursuant to Ministerial Resolution No. 182495 dated 11 Shawwal 1442H, corresponding to 23 May 2021G, and introduce a comprehensive restructuring of Nitaqat through the following key amendments:
The scope of MHRSD services available to an employer continues to depend on its Saudisation compliance level:
Alongside the Evolved Nitaqat, MHRSD has recently issued multiple ministerial resolutions introducing increased, profession-specific Saudisation rates across a number of economic activities. We have set out below examples of some roles subject to recent Saudisation decisions.
| Sector | Rate | Key Details |
|---|---|---|
| Administrative Support | 100% | 69 additional administrative-support professions are being localised. Certain targeted professions are subject to the 100% requirement from the date of issuance of the resolution (5 April 2026); the remainder are granted a six-month grace period, with compliance required by 4 October 2026. |
| Procurement | 70% | Applies where three or more employees are engaged in procurement, contracts, tendering, and supply-chain professions within scope of the relevant resolution. |
| Engineering | 30% | Applies where five or more employees are engaged in engineering professions within scope of the relevant resolution, subject to a minimum wage of SAR 8,000 and professional accreditation requirements with the Saudi Council of Engineers. Covers 46 engineering professions. |
| Marketing | 60% | Applies where three or more employees are engaged in marketing professions within scope of the relevant resolution, subject to a minimum wage of SAR 5,500. |
| Sales | 60% | Applies where three or more employees are engaged in sales professions within scope of the relevant resolution, subject to a minimum wage of SAR 5,500. |
| Tourism | 50%–100% | Multiple profession-specific localisation phases apply on a rolling basis and continue through 2027. |
| Project Management | 70% | Applies where three or more employees are engaged in project management professions within scope of the relevant resolution taking effect on 14 February 2027. |
Employees registered under 100% Saudised professions, such as certain administrative support roles, are generally restricted on the Qiwa platform from changing their registered profession. Where a profession change is not permitted, employers may need to recruit additional Saudi nationals or otherwise adjust their workforce composition to maintain compliance with the applicable Saudisation requirements.
In addition, we have observed in practice that the Qiwa platform may restrict employers from changing an employee’s registered profession where the relevant occupation is subject to recently introduced or amended Saudization percentages. This has been particularly noticeable for certain sales and marketing professions, where system restrictions may apply following changes to the Saudization requirements.
The Evolved Nitaqat programme and the accompanying wave of sector-specific ministerial resolutions are all major enhancements to the policy of Saudization. The 2026 reforms introduce increased Saudisation quotas across a number of sectors. Through these measures, MHRSD has signalled a clear intent to accelerate the employment of Saudi nationals across a broad range of economic activities.
Employers should consider these Saudisation reforms not only as a compliance priority, but also as a strategic business consideration when conducting workforce planning. Successful and sustainable expansion in the KSA will increasingly depend on the organisation’s efforts to recruit, train and retain Saudi nationals.
Given the range of effective dates running from April 2026 through February 2027, and the material service restrictions attached to non-compliance, businesses operating in the KSA should undertake a comprehensive review of their current and projected Saudisation position without delay, and seek specialist advice where their workforce composition may be affected.
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