The New Investment Law (2025): what actually changed — and what didn't
Royal Decree M/19 rewrote the front door to Saudi Arabia: licence out, registration in, foreign and local investors on the same footing. Here is the law in detail — the National Register, excluded activities, investor rights, appeals and penalties — and the obligations the reform left untouched.
Royal Decree M/19, and the end of the 2000 regime
Saudi Arabia issued its new Investment Law by Royal Decree No. M/19, dated 16/1/1446H (11 August 2024), published in the Official Gazette (Umm al-Qura) on 7/2/1446H and in force from February 2025, 180 days after publication. It repeals and replaces the Foreign Investment Law of 2000 (Royal Decree M/1, dated 5/1/1421H). The implementing rules — the Implementing Regulations, issued by MISA under Ministerial Decision No. 1086 of 07 February 2025 — are now in force, and the National Investor Register is operational.
The stated aim, set squarely within Vision 2030, is to raise the competitiveness of the Saudi investment landscape, consolidate a fragmented regime into one law for both local and foreign investors, and cut the bureaucracy that used to sit between a foreign company and its first Saudi activity. For twenty-five years that bureaucracy had a name — the foreign investment licence from SAGIA, later the Ministry of Investment (MISA). The headline of M/19 is that the licence is gone.
What M/19 does not do is remove the first step. There is still a gateway with MISA before you can incorporate; it is simply a registration rather than a licence application. Reading that distinction correctly — what moved, and what merely changed its name — is the difference between a realistic entry plan and one shaped by the press release.
Article 7 and the National Register of Investors
The mechanism is set out in Article 7 of the Law: a foreign investor must register with MISA before engaging in any investment, and MISA maintains a National Register of Investors covering both local and foreign investors (local investors may register voluntarily). The old model — apply for a foreign-investment licence as a precondition, wait for case-by-case approval — is replaced by a streamlined registration and an Investment Registration Certificate.
Permission-based
- Apply for a foreign-investment licence before incorporating
- Case-by-case assessment by SAGIA / MISA
- Longer, less predictable entry
- Foreign investors treated as a separate, licensed class
Registration-based
- Register in the National Register of Investors (Article 7)
- Broadly permitted, subject to the Excluded Activities list
- Shorter, more transparent MISA review
- Equal treatment of foreign and local investors
Investment in listed securities is governed by the Capital Market Authority (CMA) rules, not the MISA registration route. And registration is not a trading licence: it lets you incorporate — you still need a Commercial Registration (CR) from the Ministry of Commerce, a national address, ZATCA and GOSI registration, and any sector approvals before you can operate.
The substance behind the reform
The most consequential idea in M/19 is equal treatment: as a rule, foreign and local investors are to be treated on par in comparable circumstances, with the same rights and obligations, outside a defined set of excluded or restricted activities. Around that principle the Law builds a set of guarantees that matter to lenders and boards as much as to founders:
Fair & equal treatment
Foreign investors on the same footing as local investors in comparable circumstances.
Protection from expropriation
Protection against confiscation of investments other than by due process and against fair compensation.
Free transfer of funds
The right to transfer and repatriate funds connected to the investment.
Dispute resolution
Access to arbitration and other alternative dispute-resolution methods for investment disputes.
Under the 2000 regime, protections were dispersed and implicit. Codifying them — expropriation, repatriation, equal treatment, ADR — is precisely what institutional investors and their financiers asked for: knowable rights, on the face of the law, rather than assurances in a brochure.
Article 8 — where the openness stops
Openness is the default, but not universal. Under Article 8, a competent Examination Committee issues and updates a List of Excluded Activities in which foreign investment is restricted or prohibited, and a foreign investor must obtain MISA approval before engaging in any activity on that list. Crucially, the Law introduces a route the old regime lacked: an application for Exceptional Approval (Article 16) to invest even in an excluded activity, where the investor meets defined economic-impact criteria, with conditions for re-application set out in the Regulations (Article 19).
The practical effect is that “excluded” is no longer always a hard no — but it is never a plan you assume. Confirm your exact activity against the current Excluded Activities list before you design ownership or structure, because a single restricted activity can change the whole shape of the entry. MISA also reserves the right to suspend investments on national-security grounds.
The teeth, in both directions
The Law and its Regulations formalise both what the investor can expect and what happens when the rules are broken. Investors may appeal MISA's decisions within 30 days, and a structured complaints process lets them challenge measures or decisions affecting their investment — a meaningful upgrade on the previous, more opaque regime.
| Breach | Consequence |
|---|---|
| Engaging in an investment without registration | Violation under the Law; fines and corrective measures |
| Investing in an excluded activity without approval | Violation; fines and possible suspension |
| Unresolved or repeated violations | Fines up to SAR 300,000 |
| Serious cases | Deregistration from the National Register |
A deregistered investor may not engage in investment activities in the Kingdom, and must re-register under the procedures in the Regulations to resume. Compliance with the registration and activity rules is therefore not a formality — it is the licence to operate, under a different name.
What happens to pre-existing licences
The Royal Decree issuing M/19 protects acquired rights: licences and incentives granted under the old Foreign Investment Law before M/19 came into force continue until their terms end. In other words, a company that held a valid MISA licence before February 2025 does not lose it overnight; it runs its course, and the new registration regime applies to new entrants and to renewals. For investors mid-way through a setup when the law changed, this transition clause is the provision to read closely — it determines whether you finish under the old rules or re-paper under the new ones.
The obligations behind the new front door
MISA is still first
You register with MISA before a CR, a bank account or a single visa. Registration is the gate, not the destination.
The negative list remains
Some activities stay excluded or need minimum Saudi participation; the Excluded Activities list is alive and updated.
Capital rules still bite
Activity-based capital expectations remain — most visibly the SAR 30 million bar for 100% foreign-owned trading.
Substance & compliance
Saudization (Nitaqat), ZATCA registration, VAT, annual renewals and real substance all still apply.
The Law governs how you enter; the vehicle you build — LLC, Simplified Joint Stock Company, branch — is still governed by the 2023 Companies Law (Royal Decree M/132). And Article 14 of the Investment Law cross-refers to the Special Economic Zones, which carry their own fiscal regime on top of this framework.
Lower friction at the door, same work behind it
Don't over-read the reform. M/19 lowers friction at the front door and codifies protections that genuinely matter — but it does not remove the obligations behind it. Sequence and substance still decide whether a Saudi setup runs smoothly or stalls. The investors who benefit most treat the MISA registration as step one of a deliberately designed sequence: confirm the activity against the Excluded Activities list, pick the right vehicle under the Companies Law, set capital with the bank file and any sector threshold in mind, then run the registration-to-operational chain — CR, national address (Wasel), ZATCA, GOSI, Baladiya licence, visas.
For a mid-market foreign investor, the net effect of M/19 is a faster, more predictable and better-protected entry into the Kingdom. For a large group, the equal-treatment and repatriation guarantees de-risk the board conversation. For everyone, the discipline is the same: the law opened the door; the work is still on the other side of it.
Questions we get asked first
Do I still need a MISA licence to invest in Saudi Arabia?
No. Since Royal Decree M/19 came into force in February 2025, the foreign-investment licence was replaced by registration in the National Register of Investors (Article 7). You still register with MISA before incorporating — it is the first gate — but it is a registration, not a licence application. Listed securities are governed by the CMA instead.
When did the new Investment Law take effect?
It was issued by Royal Decree M/19 dated 16/1/1446H (11 August 2024), published 7/2/1446H, and entered into force in February 2025 — 180 days after publication. The Implementing Regulations (Ministerial Decision 1086, 7 February 2025) are in force and the National Investor Register is operational.
What does equal treatment actually mean?
As a rule, foreign and local investors are treated on par in comparable circumstances, with the same rights and obligations, outside the Excluded Activities list. The Law also guarantees protection from expropriation other than by due process and fair compensation, free transfer of funds, and access to arbitration.
Can I invest in an excluded activity?
Sometimes. A competent committee issues the List of Excluded Activities (Article 8), and a foreign investor can apply to MISA for an Exceptional Approval to invest even in an excluded activity (Article 16) where defined economic-impact criteria are met. Treat it as the exception, not the plan.
What are the penalties under the new law?
Violations — such as investing without registration or in an excluded activity without approval — attract fines, with up to SAR 300,000 for unresolved or repeated breaches, and deregistration in serious cases. A deregistered investor cannot invest until they re-register.
Can I appeal a MISA decision?
Yes. Investors may appeal MISA's decisions within 30 days, and the Regulations set out a formal complaints process for measures affecting an investment.
What happens to a licence I held before the law changed?
Acquired rights are protected: licences and incentives granted under the old Foreign Investment Law before M/19 came into force continue until their terms end. The registration regime applies to new entrants and renewals.
Does the new law change my company type?
No. The Investment Law governs entry; your corporate form — LLC, Simplified Joint Stock Company, branch — is governed by the 2023 Companies Law (Royal Decree M/132).
A better door into the same demanding market
The 2025 Investment Law makes Saudi Arabia easier to enter, more predictable to plan for, and — through equal treatment, expropriation protection and free repatriation — materially safer for foreign capital. But the Kingdom still expects real structure, real substance and real compliance from the businesses it lets in. Treat the MISA registration as the beginning of the work rather than the end, confirm your activity against the Excluded Activities list, and build under the 2023 Companies Law, and the reform works firmly in your favour.
Planning your Saudi entry?
We confirm how your activity is treated under M/19, check it against the current Excluded Activities list, and map the full registration-to-operational sequence before you file.
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This article is general information, current as of 2026, and is not legal or tax advice for any specific situation. Confirm current rules and official Arabic texts with the relevant authority before acting.