Buying a Franchise in Saudi Arabia: How to Check the Agreement Is Registered

When buying a franchise in Saudi Arabia, your checklist should not end when you sign the contract. One statutory requirement deserves attention from the negotiation stage: registering the franchise agreement and disclosure document with the Ministry of Commerce. Understanding who is responsible for this process, and which documents it involves, helps both parties establish a clear working relationship. This guide focuses specifically on registration: what to request, when to follow up and what a registration certificate does not prove.

Understand what must be registered and who is responsible

The relationship is governed by the Commercial Franchise Law, issued by Royal Decree No. M/22 dated 9/2/1441 AH, and its Implementing Regulations. The law applies to any franchise agreement performed within the Kingdom. An agreement is therefore not exempt simply because the brand is foreign or the franchisor is based outside Saudi Arabia.

Under the Implementing Regulations, the franchisor must register each signed franchise agreement and its associated disclosure document with the Ministry within 90 days of the agreement being signed, by submitting a copy of both to the competent authority. This is not an undefined task left to the buyer after paying the fees. It is the franchisor’s obligation, and both parties should understand how to monitor its completion.

It is important to distinguish between three things: registering the trade mark, registering the franchise agreement and obtaining the licences needed to operate the business. Each serves a different purpose. Trade mark registration does not replace registration of your agreement, and registering the agreement does not, on its own, authorise you to open the premises and start trading.

Do not confuse the registration deadline with the disclosure period, either. You must receive the disclosure document at least 14 days before signing the agreement or paying any amount relating to the franchise, whichever comes first. The 90-day period concerns registration after signing; it is not extra time for providing disclosure.

Agree on a follow-up process before signing

Ask the franchisor for a written outline of the registration process: who will submit the application, who will address any queries from the competent authority and how you will receive evidence of completion. A response such as ‘all our contracts are registered’ is not enough. You need to track your own agreement, with its specific parties, signing date and term.

You could propose a contractual clause requiring the franchisor to provide you with a copy of the registration certificate when it is issued, and to notify you of any request for additional documents relating to you. This is a suggested contractual mechanism to support follow-up, not a claim that the law requires any particular wording for exchanging notices.

Prepare a single file containing:

• The final signed agreement and any annexes referred to in it.
• The disclosure document you received, together with evidence of the date you received it.
• A certified Arabic translation if the agreement is written in another language.
• The parties’ details, matching their official documents, and evidence of the signatories’ authority where needed.
• The correspondence address and the name of the person responsible for following up registration on the franchisor’s side.

The agreement must be in writing and signed by both parties. If it is written in a language other than Arabic, a certified Arabic translation is required. Also check that company names and dates match across the documents. A difference between the brand’s trading name and the contracting party’s legal name can complicate follow-up if it is not clearly explained.

Do not rely on an old draft saved in your inbox. Label files with their date and status, and keep the signed version separate from negotiation drafts so you can compare what was signed with what is subsequently submitted.

Track the application and check evidence of completion

The online commercial franchise registration service allows registrations to be made, amended and cancelled. Its steps include logging into the system, entering the details, attaching documents, paying the service fee, then viewing the registration and printing the certificate. Interface details and procedural requirements may change, so consult the official service when carrying out the process rather than relying on old screenshots or circulated instructions.

After signing, add the statutory deadline to your calendar, along with a follow-up date well in advance. Ask for the application reference number or submission acknowledgement, then follow through until you receive evidence that registration is complete. Sending documents to an employee or intermediary is not the same as completing registration, and an application being processed does not mean that a certificate has been issued.

When you receive the certificate, compare the details shown on it with your agreement and ask for clarification of any differences. Keep it with the final documents and correspondence about any additional requirements, rather than in a separate message thread that may be difficult to find later.

If the deadline is approaching without clear progress, send a written follow-up request. If it passes without registration being completed, consult a Saudi lawyer about the appropriate next step and contacting the competent authority. Do not automatically assume that the contract is invalid, or stop making payments on your own initiative. The legal consequences require an assessment of the facts and the relevant legal provisions.

Monitor amendments and do not treat registration as an investment guarantee

Follow-up does not end when the first certificate is issued. If the agreement is amended to change either party or its term, the franchisor must register the amendment within 90 days of making it, by submitting a copy of the signed amendment. Make the question ‘Does this amendment require the registration to be updated?’ part of your review of any renewal or change of contracting party.

Equally, do not treat registration as a government recommendation to buy the franchise, a guarantee of profitability or confirmation that all its terms suit your needs. It is an important statutory procedure, but it does not replace independent financial and legal due diligence.

Practical takeaway: Before signing, establish who will handle follow-up and which documents are needed. Afterwards, monitor the 90-day deadline, obtain evidence that registration is complete and update your records whenever changes require it.