Saudi Arabia’s recently issued Regulations of the Commercial Registration Law and Trade Name Law

On 21 January 2025, the Kingdom of Saudi Arabia (KSA) enacted two pivotal legislative instruments: the Commercial Registration Law and the Trade Name Law, pursuant to Royal Decree No. M/83, dated 19/03/1446 H (CR Law and TN Law respectively and collectively, the Laws). These Laws were further clarified and operationalised through their respective Implementing Regulations, issued on 30 March 2025 under Ministerial Decision No. 288, dated 20/09/1446 H (the Regulations). Both the Laws and Regulations have now entered into force.

The following article looks at the reforms under the Regulations of both the CR Law and TN Law and the steps companies operating in KSA must take to ensure they comply with the new requirements. For more information on the Laws themselves, you can refer to our previous article: Saudi Arabia’s new Commercial Registration Law and Trade Name Law : Clyde & Co. 

Key developments 

Earlier this year, the Ministry of Commerce (MOC) issued the Regulations for the CR Law and the TN Law, introducing a more structured legal framework for business registration and trade name governance in KSA. These Regulations clarify procedural requirements, define compliance obligations, and introduce enforcement mechanisms that businesses must now navigate. For companies operating in the Kingdom, the Regulations represent a shift toward greater legal certainty and operational accountability under the new Laws. 

Reforms under the Regulations of the CR Law

The Regulations of the CR Law specifically elaborate on the processes for registering, updating, confirming, suspending, and deleting commercial records. They also define the registrar’s responsibilities, outline merchant obligations (including those applicable to foreign investors), and set out penalties, fees, and exemptions.

Appointment and role of the Registrar
Upon the supervision of the Ministry of Commerce (MOC), by virtue of the CR Law, the MOC appoints the registrar to administer the commercial register (the Registrar). Under the CR Law, the Registrar is assigned several powers and responsibilities including the registration of the trade names and the merchant’s data and issuing the commercial register (CR), establishing the procedures of registration of the CR, among others. The Regulations of the CR Law further expand these duties to include: 

• improving the quality of e-services;
• promoting compliance with laws and regulations; 
• analysing commercial data to support market oversight;
• enhance digital integration with other government entities;
• automatically updating CR data based on final rulings or decisions issued by competent authorities and notifying merchant of such updates;
• coordinating with licensing authorities to ensure timely issuance and updates of license(s) required for practising specific activities;
• notifying government entities of suspensions, or deletions in CRs; and
• managing voluntary deletions and succession procedures, including requests to continue operations after the death of a merchant.

Single registration for all business activities and branches
Under the previous  regime, an entity would need to obtain a separate CR for its branch, The Regulations of the CR Law now allows a merchant to register once to obtain a Single National Commercial Registration (SNCR), regardless of the number of business activities or branches. This eliminates the need for separate sub-records and centralises all business operations under a single CR, simplifying compliance and record-keeping.

Annual confirmation replaces traditional renewal
A notable change introduced under the CR Law is the replacement of the traditional renewal process with a mandatory annual confirmation. The Regulations of the CR Law require merchants to verify and confirm the accuracy of their CR data once every year, calculated from the original date of registration. Early confirmation is permitted, and failure to comply within 90 days of the due date triggers automatic suspension of the CR and associated government services. In addition, non-compliance may result in financial penalties, the amount of which varies depending on the merchant’s legal structure (e.g., sole proprietorship, LLC, joint stock company).

Enforcement and penalties
The Regulations introduce a structured enforcement framework, including a violation classification table with tiered penalties based on severity of the violation and legal form of the entity. Violations such as failure to submit annual confirmation of CR data, provide bank account information, display the unified electronic symbol, or the provision of misleading or incorrect information on the CR may result in fines ranging from SAR 500 to SAR 10,000.

Reforms under the Regulations of the TN Law

The Regulations of the TN Law govern the reservation, registration, modification, transfer, and enforcement of trade names. They introduce detailed criteria for name distinctiveness and similarity, impose restrictions on the use of certain terms, and establish a framework for penalties, fees, and transitional arrangements for existing entities.

Criteria for registering trade names 

(a) Language and format of trade names: trade names may be reserved or registered in Arabic or English, with English names requiring an accompanying Arabic transliteration. This bilingual approach is aimed to support international business and preserve local identity.

(b) Use of personal and family names: trade names based on personal names must reflect the individual's full legal name (three or four parts) as shown on their national ID. Family names may be registered if they combine two or more surnames, but use and ownership are restricted to individuals who share the same surname.

(c) Use of “Saudi” and geographic names: special restrictions apply to trade names incorporating the term “Saudi” or names of cities, regions, and public places within KSA.  Use of such names is permitted only under the following conditions: 

• the name must not be identical or confusingly similar to government authority names;
• it must not constitute the primary or central element of the trade name;
• the name must not mislead the public, diminish the prestige of the Kingdom, or otherwise harm its image; and
• use of the names “Makkah” or “Madinah” requires prior approval from the Royal Commission for Makkah and Holy Sites or the Madinah Development Authority, respectively.

(d) Criteria for similarity: the Registrar will reject a reservation or registration request for a name found to be ‘similar’ to one already registered, reserved or intentionally known. The Regulations introduce a codified “similarity test” to prevent confusion and protect brand identity. A trade name may be deemed similar if it exhibits:

• identical letters in a different order; 
• a single letter difference;
• minor grammatical variations (e.g., definite article, plural, singular forms);
• numbers or letters pronounced similarly to words;

These criteria apply to both Arabic and English names, with English names assessed by their Arabic equivalents. The MOC will maintain and update a list of non-distinctive words that may not be used as trade names.

Procedural framework

(a) Reservation and registration process: applications to reserve a trade name must include the proposed name, the applicant’s name, national ID number, and contact information. The registrar must decide on completed request within 10 days of submission, extendable to 30 days if inter-agency approvals are required. Reservations are valid for 60 days, extendable in justified cases, and reserved names may not be used or transferred until officially registered;

(b) Public announcement of reserved names: approved reserved trade names will be publicly listed on the CR, including the reserved name, the reserving party’s name, and the reservation date;

(c) Modification and transfer: modifying a registered trade name follows the same rules and procedures as a new registration. Only distinctive or family trade names may be sold or transferred by use of MOC approved forms. Transfer of obligations or rights associated with a trade name requires written agreement with all creditors;

(d) Deletion of trade names: before deleting a trade name in accordance with the procedures  under the TN Law, the Registrar must notify the merchant to register a replacement name within 30 days. If the merchant fails to do so, the Registrar will replace it with:

• the merchant’s personal name (for natural persons); or
• the CR number (for legal entities).

Enforcement and penalties

The TN Regulations set out a compliance framework, supported by a violation classification table that assigns penalties based on the severity of the violation and the legal form of the entity. Violations such as failure to display the trade name, use of an unregistered or misleading name, or unauthorized use of another merchant’s trade name may result in fines ranging from SAR 1,000 to SAR 10,000.

Conclusion

The Regulations provide clarity on the application of the CR Law and the TN Law, offering businesses a structured path to compliance. Companies operating in KSA should take proactive steps to review their existing CRs and trade names to ensure alignment with the new requirements. 

For further guidance or legal support in navigating these changes, please contact Alain Sfeir, Abdulaziz AlBosaily, Summayah Muncey, Faisal AlNafea and Mohammed Alreshaid. Our team is available to assist with regulatory assessments and restructuring plans tailored to your business needs.