Saudi Arabia's Three Big M&A Reforms of 2026: Companies Law, Investment Law, and CMA Amendments Compared

Saudi Arabia's corporate dealmaking landscape was reshaped in 2026 by three interlocking legal reforms: implementing regulations to the Companies Law that took effect in April 2026, the 2024 Investment Law (Royal Decree No. M/19) that shifted foreign entry to a registration model, and Capital Market Authority amendments that abolished the Qualified Foreign Investor framework on 1 February 2026. The practical impact is immediate: the Kingdom recorded 24 M&A transactions worth $689 million in Q1 2026 (a 4% annual increase), while private equity deal value hit $834 million in H1 2026 — already eclipsing the full-year $449.9 million recorded in 2025.

"Every acquirer, investor, and legal team assessing these opportunities now works through the Saudi Arabia M&A law changes 2026 as the baseline reference point for deal timelines, ownership structures, and approval thresholds," the reform analysis states.

How the three reforms interact

The new Companies Law, formalised by Royal Decree No. (M/132) and in force since 19 January 2023, reached a pivotal phase with April 2026 implementing regulations that now apply to every LLC, joint-stock company, simplified joint-stock company and foreign branch in the Kingdom. Key corporate governance changes include the removal of fixed minimum capital for LLCs, streamlined capital increase and reduction procedures for joint-stock companies, a unified national Commercial Register replacing regional subsidiary registers, and clarified duty-of-care and duty-of-loyalty standards for directors. The law also introduces personal liability for directors who approve transactions involving undisclosed conflicts of interest and grants minority shareholders a statutory right to bring derivative actions.

The 2024 Investment Law (Royal Decree No. M/19), effective August 2024, dismantled the prior licensing gatekeeper. The registration-based framework administered by the Ministry of Investment allows full foreign ownership by default across most commercial, industrial, professional and service activities, with a short negative list of restricted sectors. Technology and digital services now face almost no ownership limits; retail and wholesale permit 100% foreign control subject to a SAR 30 million minimum capital requirement. A separate change on 22 January 2026 extended real estate ownership rights to 100% foreign-owned private companies and foreign resident individuals (outside Mecca and Medina) with property registrations required in the Real Estate Registry and fines up to SAR 10 million for violations.

The Capital Market Authority’s February 2026 amendments scrapped the QFI system and opened the Tadawul Main Market to all categories of foreign investors while maintaining an aggregate foreign ownership cap of 49% (excluding foreign strategic investors). The CMA also recalibrated notification thresholds and streamlined approval timelines for change-of-control transactions involving listed issuers, narrowing the regulatory difference between domestic and foreign acquirers while preserving sector-specific restrictions in banking, insurance and other sensitive industries.

Practical implications and outlook

• Deal structuring: Foreign buyers can now use direct ownership in most sectors, eliminating many nominee and protective contract arrangements and shortening closing timelines.
• Due diligence: M&A teams must expand scope to include beneficial-ownership verification, consolidated Commercial Register status, Saudisation exposure and stricter board-minute disclosures reflecting director personal-interest standards.
• Market access: With QFI abolished and registration replacing licensing, cross-border investors gain broader access to listed and private targets, but aggregate caps and sectoral exclusions still shape large transactions.

As Saudi deal volume and private equity activity accelerate, legal advisers and acquirers will treat the three 2026 reforms as a single, connected compliance environment. That integrated reading will determine transaction timelines, approval pathways and the appetite of foreign strategic investors for larger stakes within the Kingdom’s evolving capital markets.