On 15 May 2026, the Saudi Minister of Commerce issued Ministerial Decree No. 236, establishing a framework of direct financial penalties for companies that fail to deposit their audited financial statements in accordance with the Companies Law. The decree marks a significant step in the regulatory enforcement landscape of the Kingdom of Saudi Arabia (“KSA”), signalling a shift from procedural warnings toward active, penalty-based enforcement of corporate compliance obligations. Companies operating in KSA should take immediate note of the new penalty regime and assess their filing obligations accordingly.
Legal Basis
The decree was issued pursuant to Articles 262(e), 267(1), and 264(2) of the Companies Law, issued by Royal Decree No. M/132 dated 1/12/1443H, and Article 94 of the Implementing Regulations of the Companies Law. These provisions collectively empower the Minister of Commerce to prescribe penalties for non-compliance with financial reporting obligations and to regulate the procedures for notification and enforcement.
Schedule of Penalties
The decree imposes direct financial penalties on any person who fails to perform the obligation to deposit financial statements. The penalties vary by company type, capitalisation, and management structure, as set out below.
A. All Company Forms Except Unlisted Joint Stock Companies:
| Capital | Responsible Person | Fine |
| SAR 500,000 and less | One manager | SAR 8,000 |
| Two or more managers | SAR 4,000 | |
| More than SAR 500,000 | One manager | SAR 12,000 |
| Two or more managers | SAR 6,000 |
B. Unlisted Joint Stock Companies:
| Capital | Fine |
| SAR 5 million and less | SAR 15,000 |
| More than SAR 5 million | SAR 20,000 |
C. Small Companies in accordance with Article 7 of the Implementing Regulations of the Companies Law:
| Responsible Person | Fine |
| One manager or chairman of the board | SAR 4,000 |
| Two or more managers | SAR 2,000 |
Transitional and Escalation Provisions
The decree includes several important transitional and escalation provisions. For the 2024 financial year, violations relating to the deposit of financial statements will attract a warning penalty only, providing companies with an initial grace period to bring their filings into compliance.
However, where a company fails to deposit its financial statements for two consecutive financial years from the date of the decree, and the decision relating to the first year has become final, the fine for the second financial year will increase by 50%. This escalation mechanism underscores the Ministry of Commerce’s intention to incentivise prompt and sustained compliance.
The decree supersedes Ministerial Decree No. 239 dated 27/11/1445H, repeals any conflicting provisions, and takes effect from the date of its publication in the Official Gazette.
Practical Impact on Companies
The decree has immediate practical consequences for all companies registered in KSA. Companies are required under the Companies Law to prepare and deposit their audited financial statements within the prescribed timeframes. Failure to do so will now result in direct financial penalties imposed on the responsible persons — whether that is the company’s manager, managers, or board chairman, depending on the company form.
Notably, the penalties are imposed on individuals in their capacity as ‘responsible persons’ within the company’s governance structure — not solely on the corporate entity itself. This personal liability dimension is particularly significant for directors and officers, who must ensure that their companies’ financial reporting obligations are met in a timely manner. For companies with capital exceeding SAR 500,000, the individual fines can reach SAR 12,000, and for unlisted joint stock companies with capital exceeding SAR 5 million, penalties rise to SAR 20,000 per violation.
The 50% escalation for repeat violations means that companies cannot treat the fines as a mere cost of doing business. Persistent non-compliance will result in materially increased penalties, and companies should expect that the Ministry of Commerce will actively monitor filing records to identify repeat offenders.
The Broader Regulatory Signal
This decree should be understood in the context of KSA’s broader regulatory trajectory, which has in recent years been strengthening its corporate governance and regulatory enforcement framework as part of Vision 2030 economic reform programme. The introduction of direct, penalty-based enforcement for financial statement filings represents a clear shift from a historically more lenient, procedurally-focused approach to one of substantive compliance.
Previously, non-compliance with financial reporting requirements was often met with administrative warnings or informal follow-up. The issuance of a formal decree prescribing specific monetary penalties — with escalation for repeat violations and personal liability for responsible officers – indicates that the Ministry of Commerce is moving toward active, systematic enforcement. Companies should expect this trend to continue across other areas of corporate compliance under the Companies Law.
Implications for Corporate Governance and Compliance
In light of this decree, companies operating in KSA should review their internal compliance calendars and governance procedures to ensure that financial statement preparation, audit, and filing deadlines are clearly identified and tracked. Boards of directors and management should be made aware of the personal liability implications and the escalation risks associated with non-compliance.
Conclusion and Recommended Next Steps
They anticipate that this decree is indicative of a broader trend toward enhanced regulatory enforcement across the corporate governance landscape in KSA, and they will continue to monitor developments in this area.
Please contact them should you require assistance in assessing your compliance obligations, addressing outstanding filings, or reviewing your governance procedures in light of this decree.
Key Contacts
Omar Alhumaid, Partner, o.alhumaid@tamimi.com
Ahmed Mahomed, Partner, a.mahomed@tamimi.com