A transaction usually starts with legal due diligence on the target company — corporate records, material contracts, licensing status, and litigation history — followed by structuring the deal (asset purchase versus share purchase), negotiating the sale and purchase agreement, and closing conditions.
Where the target holds a MISA license or CMA-regulated activity, the transaction also needs to account for change-of-control notifications or approvals specific to those regulators, on top of the standard Ministry of Commerce filings. MISA-side approvals and license transfers run through our foreign investment & MISA licensing practice.
Larger transactions may trigger a merger control filing with the General Authority for Competition if the combined business crosses the relevant market-share or turnover thresholds — a step worth checking early, since closing before clearance can expose the parties to penalties.
The firm coordinates due diligence, drafting, and any regulatory filings as one workstream, so a transaction doesn't stall waiting on a clearance that could have been filed earlier in the process.
Under the General Authority for Competition's current Economic Concentration Review Guidelines, notification becomes mandatory once a transaction cumulatively meets several tests: combined worldwide annual turnover of the parties at or above SAR 200 million, combined local Saudi turnover at or above SAR 40 million, and — for certain transaction types — the target's own worldwide turnover at or above SAR 40 million. All applicable tests must be met together, which means a deal that looks modest by deal value alone can still trigger notification once the parties' broader turnover is counted correctly.
The local Saudi turnover test is a relatively recent addition to the framework, and it specifically catches foreign-to-foreign transactions that have real activity or effect inside the Kingdom even without a Saudi-incorporated target — a scenario deal teams sometimes assume falls outside GAC's reach entirely.
The GAC retains authority to investigate a transaction after it has already closed, and where notification should have been filed but wasn't, the possible consequences include substantial fines, imposed interim measures, or — in the most serious cases — an order unwinding the transaction entirely, including divesting assets acquired in the deal.
We run the threshold analysis as one of the earliest steps in any transaction, not as an afterthought once terms are agreed, so a filing requirement is built into the closing timeline from the start rather than discovered under pressure right before signing.
A share purchase transfers ownership of the company itself, including its liabilities, while an asset purchase transfers only specified assets and contracts, leaving the seller's original company and its liabilities behind. Which structure fits depends on the target's liability profile and the buyer's goals.
No — only transactions that cross specific cumulative turnover thresholds trigger a mandatory filing with the General Authority for Competition. We'll assess whether your transaction is likely to trigger that requirement.
It depends on the target's size and how organized its existing records are. We'll give you a realistic estimate once we understand the scope of the target company.
Broadly, combined worldwide turnover of at least SAR 200 million, combined local Saudi turnover of at least SAR 40 million, and in certain cases the target's own worldwide turnover at SAR 40 million or more — all tests generally need to be met together.
Yes, potentially — the local Saudi turnover test can catch transactions with real effect inside the Kingdom even where neither party is Saudi-incorporated, which is a common point deal teams underestimate.
The GAC can investigate post-closing and has the power to impose fines, order interim measures, or in serious cases require the transaction to be unwound — which is why we run the threshold analysis early rather than after signing.
Expert Riyadh