Capital Markets & Securities Lawyers in Riyadh
Corporate & Commercial Lawyer in Riyadh

Capital Markets & Securities Lawyers in Riyadh

A founder targets an IPO eighteen months out and assumes governance restructuring can happen in the final quarter alongside the prospectus drafting — only to discover that building an independent board and a functioning audit committee from scratch takes real time to bed in, and a governance structure assembled in the final weeks before CMA review reads as exactly that to reviewers. Capital markets and securities work covers the legal side of raising capital through Saudi Arabia's regulated markets — IPO preparation, Tadawul listing requirements, sukuk and bond issuances, and ongoing disclosure obligations under Capital Market Authority regulations. Message the firm on WhatsApp to discuss your capital markets plans, early enough that governance work and financial preparation aren't racing the same deadline.

Preparing for an IPO or listing

Listing on the Saudi Exchange (Tadawul) or its parallel market (Nomu) involves meeting the Capital Market Authority's eligibility requirements, preparing a prospectus that meets CMA disclosure standards, and restructuring corporate governance to meet the independence and audit committee requirements that apply to listed companies.

This work typically starts well before the listing itself, since governance restructuring and financial audit preparation both take time to get right, and a rushed listing process tends to surface problems during CMA review rather than before it. The governance build-out itself is the core of our corporate governance & compliance practice.

Debt and sukuk issuances, and ongoing disclosure

Companies raising capital through bonds or sukuk face a parallel set of CMA requirements around offering documentation and investor disclosure, distinct from an equity listing but with similar regulatory rigor. Sukuk structures specifically draw on our Islamic finance & takaful practice for Shariah-compliance questions.

Once listed or once a debt instrument is issued, ongoing compliance continues: periodic financial disclosure, related-party transaction reporting, and timely disclosure of material developments, all of which the firm can manage as part of an ongoing governance relationship.

Why Nomu is a genuine stepping stone, not a lesser version of Tadawul

Nomu's lighter eligibility requirements make it a realistic path for growth-stage companies that aren't yet ready for the main market's scale and governance expectations, but a Nomu listing still requires real audited financials, real disclosure discipline, and a functioning board — it lowers the bar relative to the main market without removing the underlying substance regulators expect.

Companies that treat Nomu as a genuine test run for the governance and disclosure habits a main-market listing later requires tend to graduate to Tadawul with far less friction than those that treat the parallel market listing as a box-ticking exercise to get capital in the door quickly.

Governance restructuring takes longer than founders expect

Building an independent board with genuinely independent directors, standing up an audit committee that functions rather than exists on paper, and establishing internal financial controls that will withstand CMA scrutiny all take real operating time — independent directors need to understand the business, committees need at least one full reporting cycle to demonstrate they work, and auditors need clean books to work from well before prospectus drafting begins.

We typically recommend starting governance preparation twelve to eighteen months ahead of a targeted listing date specifically so this work has time to mature rather than being assembled cosmetically in the final quarter before filing. Pre-IPO restructuring of the corporate group itself runs through our corporate & business structuring work.

Direct Answers

What's the difference between the main market and Nomu?

Nomu is Tadawul's parallel market, designed for smaller and growth companies with lighter listing requirements than the main market, often used as a stepping stone toward an eventual main-market listing.

Do private companies raising debt need CMA approval?

Sukuk and bond offerings to the public generally require CMA-compliant offering documentation, while privately placed debt to a limited number of sophisticated investors may follow a lighter regulatory path. We'll assess which applies to your specific offering.

What ongoing obligations apply after listing?

Listed companies face periodic financial disclosure, governance reporting, and material-event disclosure obligations on an ongoing basis, which we can manage as part of continuing governance support.

How far ahead of a planned IPO should governance restructuring start?

We typically recommend twelve to eighteen months, since independent board members, a functioning audit committee, and clean financial controls all need real operating time to mature before CMA review, not just paperwork.

Is a Nomu listing meaningfully easier than a main-market listing?

The eligibility bar is lower, but a Nomu listing still requires real audited financials, genuine disclosure discipline, and a functioning board — it's a genuine step, not a shortcut around governance substance.

Can our existing management team also serve as our independent board members?

Generally no — independence requirements are specifically designed to separate board oversight from company management, so existing executives typically cannot fill independent director seats.

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