Saudia Company Formation
Board meeting of an international group

Company setup · Regional headquarters

Regional headquarters (RHQ) licence in Saudi Arabia, and the year of deadlines that follows it.

An RHQ licence lets a multinational run its Middle East and North Africa business from Riyadh and pay 0% income tax on qualifying RHQ income for a renewable 30 years. It also starts two clocks: six months to begin the mandatory activities and twelve to have 15 people in post. We plan both before you apply.

Definition

What is a regional headquarters under Saudi rules?

A regional headquarters (RHQ) is a Saudi entity licensed by MISA to support, manage and strategically direct a multinational group’s branches and subsidiaries across the Middle East and North Africa. It is set up as a Saudi company or as a registered branch of a foreign company, and the licence is a special category of MISA investment registration.

The catch is in what it may not do. Apart from its RHQ activities, an RHQ may not earn revenue, so the group’s Saudi sales almost always sit in a separate operating company. Of the set-up routes in our Saudi company formation services, this is the only one built for a whole group rather than a single business.

Infographic: key facts about the Saudi regional headquarters (RHQ) programme
The conditions to read before your board decides.
Licensed by
Ministry of Investment (MISA)
Legal form
Saudi company or registered branch
Group presence
Commercial records in two countries besides Saudi Arabia and the home country
Revenue
Only from RHQ activities
Staff
15 full-time within a year, 3 senior
Tax
0% on qualifying RHQ income for a renewable 30 years

Month by month

The first twelve months of an RHQ licence

An RHQ licence starts MISA’s clocks on the day it is issued: the mandatory activities must run by month 6, and 15 full-time staff and three optional activities must be in place by month 12. This is the plan we build backwards from those dates.

  1. Before applying
    Board decision and hiring plan

    The roles for the 15 posts are named, with the three senior hires identified, because recruiting starts before the licence.

  2. Month 0
    Licence issued

    MISA issues the RHQ registration with the optional activities you chose, and its fee for the whole registration period is due within 30 days of notice. The CR, National Address and ZATCA registration follow.

  3. Months 1 to 3
    Premises, visas, first hires

    Office leased (ZATCA’s substance rules require a physical office in the Kingdom), GOSI and Qiwa opened, visas filed for staff transferring from the group.

  4. By month 6
    Mandatory activities running

    The mandatory RHQ activities must have started within six months of the licence.

  5. Months 6 to 11
    Optional activities and team build

    At least three optional RHQ activities start; hiring continues toward 15.

  6. By month 12
    15 full-time staff

    At least 15 full-time employees on RHQ work, three at executive director or vice-president level.

  7. Every year after
    Returns and substance report

    Tax or zakat return within 120 days of year end, the annual economic substance report to ZATCA that the incentives depend on, CR confirmation and the MISA update.

Missing a substance condition has a set sequence under ZATCA’s RHQ tax rules: a 90-day notice to correct it, then fines that rise if the breach continues or repeats, then possible suspension of the tax incentives.

Our part

What we do for an RHQ

For a regional headquarters, we handle the eligibility check, the group documents, the MISA licence and CR, and a dated calendar for the first year. Tax opinions come from your group’s tax advisers, working from the structure we set up.

Group executive reviewing RHQ eligibilityAssessment

Eligibility against MISA’s conditions

Group presence, the activities the RHQ will actually run, and whether 15 roles can be filled in a year.

Group documents prepared for an RHQ applicationSeveral countries

Group documents in parallel

Commercial records and parent papers legalised in each country at the same time, not one after another.

RHQ licence application being preparedMISA and Commerce

RHQ licence and CR

The RHQ registration with the optional activities chosen, then the CR, National Address and ZATCA.

Team planning the RHQ first yearYear one

A dated deadline calendar

Every six- and twelve-month obligation diarised, with owners named on your side and ours.

How to start

Most groups start with the review

An RHQ eligibility review is the first step for most groups, because it answers the two things a board asks first: does the group qualify, and can it fill 15 full-time roles within a year of the licence.

Start here

Assessment

RHQ eligibility review

A written view on eligibility, the activities, the staffing plan and the timeline, ready for a board paper.

  • Group presenceChecked
  • Mandatory and optional activitiesMapped
  • 15-person staffing planTested
  • Board summaryDelivered

For groups deciding whether to commit.

Quote the review
Full route

Setup

Complete RHQ setup

Review, documents, licence, CR, ZATCA and the first-year calendar run to completion.

  • Review and structureWeeks 1 to 2
  • Group documentsSeveral countries
  • RHQ licence and CRSaudi Arabia
  • First-year calendarKept

For groups that have decided to move.

Quote the setup
Licensing

Legal core

Licence and registration only

MISA registration and the CR, for groups whose HR and tax teams take it from there.

  • Structure confirmedWeek 1
  • MISA RHQ registrationFiled
  • Commercial RegistrationIssued
  • National AddressSet up

For groups with in-house Saudi teams.

Quote licensing

Each option is quoted in writing as a fixed fee, with government and legalisation costs shown per country. How we work sets out what each stage covers.

Infographic: group documents for an RHQ licence
Papers from several countries, legalised in parallel.

Paperwork

Which group documents does an RHQ licence need?

An RHQ licence file has to prove the group operates beyond Saudi Arabia: MISA asks for commercial records from two countries other than Saudi Arabia and the home country, alongside the parent’s own papers and its audited accounts. MISA’s guide still says “certified by the Saudi Embassy”, but since Saudi Arabia joined the Apostille Convention on 7 December 2022, records from member countries such as the UK, Germany or India take an apostille instead; records from the UAE, Qatar or Kuwait still need the embassy. We start the paperwork in every country at once, because these papers set the timeline.

From the group

  • 01

    Commercial records from two other countriesLegalised for Saudi use

  • 02

    Parent registry extract and articlesCurrent and certified

  • 03

    Parent financial statementsAudited, latest fiscal year

  • 04

    Group structure chartEntities the RHQ will manage

  • 05

    Board resolutionEstablishing the RHQ

For people and filings

  • 01

    Passports of the RHQ head and signatoriesSix months’ validity

  • 02

    Power of attorneyFor filings on the group’s behalf

  • 03

    Staffing planRoles, levels and start dates

Worth knowing

Incentives, limits and the procurement rule

Three facts decide whether most groups go ahead with an RHQ: the government-contract rule in force since 1 January 2024, the 30-year tax package on qualifying income, and the ban on earning revenue outside RHQ activities.

Officials meeting multinational executives
The government-contract rule is often the deciding factor.

The government-contract rule

Since 1 January 2024, Saudi government entities do not contract with multinational groups that have no regional headquarters in the Kingdom, apart from limited exceptions. Since November 2025 the government buyer applies for an exemption on the Etimad platform, before the tender or direct award starts.

For groups selling to the public sector, that rule turns the RHQ from an option into a precondition. An exemption is in the buyer’s hands, not yours, so plan as if it will not come. Giga-project buyers such as NEOM add their own supplier prequalification on top; our guide to winning NEOM business explains how that registration works.

Infographic: RHQ staffing, deadlines and tax period
The RHQ’s obligations and its tax period.

The 30-year tax package

ZATCA’s RHQ tax rules (Board resolution 24-1-9 of 4 February 2024) give 0% income tax on eligible income from eligible RHQ activities for a renewable 30 years from the licence date. Withholding is 0% on dividends, on payments to related persons and on payments to unrelated persons for services the RHQ needs.

The catch is economic substance: a physical office in the Kingdom, board meetings held in Saudi Arabia, at least one resident director, real operating spend and enough qualified staff, confirmed in an annual report to ZATCA. Income from anything else is taxed normally, so keep the RHQ’s accounts cleanly apart from any operating company’s.

Regional leadership meeting
An RHQ manages the group; it doesn’t sell.

What an RHQ cannot do

An RHQ may not directly carry on revenue-generating commercial operations beyond its RHQ activities, and MISA will not merge its registration with other investment records.

In practice that means two Saudi entities: the RHQ, and an LLC or branch that sells. We plan them together so their activities don’t overlap.

Side by side

How an RHQ differs from an operating company

A regional headquarters manages the group and an operating company sells, so the two entities answer to different rules on revenue, staffing, tax and government contracts.

Regional headquarters compared with a Saudi LLC
QuestionRegional headquartersOperating LLC
PurposeManage the group’s MENA entitiesSell in Saudi Arabia
RevenueRHQ activities onlyAny registered activity
Staffing rule15 full-time within a yearSaudization by activity and size
Tax on profit0% on qualifying RHQ income20% on the foreign share
Government contractsSatisfies the group requirementNeeds the group to have an RHQ

The usual answer is both. The RHQ holds the regional management and the tax package; the LLC earns the Saudi revenue.

RHQ questions · 50

RHQ questions boards ask us

Based on MISA’s Investor Guide (13th edition, 2026) and ZATCA’s Guideline for Regional Headquarters (May 2026). Incentives are confirmed for your case by your tax advisers.

01The RHQ itself

What does an RHQ do?

A regional headquarters directs a multinational group’s branches and subsidiaries in the Middle East and North Africa from Saudi Arabia. It runs the group’s regional management and functions such as finance, HR or legal support for those entities.

What legal form does an RHQ take?

A Saudi company or a registered branch of a foreign company, holding an RHQ registration from MISA.

Can an RHQ sell to Saudi customers?

No. It may not earn revenue outside its RHQ activities. Saudi sales go through a separate operating entity.

What are the mandatory RHQ activities?

Core management and strategic direction functions defined by MISA, which must start within six months of the licence.

What are optional RHQ activities?

Regional functions chosen at application from MISA’s list, such as finance, HR, marketing support, legal and training. At least three must start within a year.

Can an RHQ registration merge with our other MISA records?

No. MISA excludes RHQ registrations from merging with other investment records.

Where should the RHQ be based?

Most groups choose Riyadh for proximity to government and clients. Premises must suit the staff and functions.

Is an RHQ suitable for a small company?

Rarely. The programme assumes a multinational group able to staff 15 full-time roles.

02Who qualifies

Who is eligible for an RHQ licence?

A multinational group with commercial records in at least two countries besides Saudi Arabia and its home country, and the activities and people the programme requires.

Do the two other countries have to be in MENA?

MISA asks for records in two other countries. Because the RHQ manages MENA entities, groups usually point to regional subsidiaries.

Can a group from any country apply?

Yes. The programme is open to multinational groups of any nationality that meet MISA’s conditions.

Do we need a Saudi operating company first?

No, though many groups have one or form one alongside.

Is there a minimum capital?

MISA’s RHQ category sets presence, activity and staffing conditions rather than a capital figure in its guide. Capital still has to fund the RHQ’s budget.

Can a regional holding company own the RHQ?

Often yes, provided the ownership and management lines make sense to MISA and ZATCA.

Does the RHQ head have to live in Saudi Arabia?

For the tax incentives, ZATCA requires at least one director who is resident in the Kingdom, and board meetings where strategic decisions are taken must be held in Saudi Arabia. In practice the head is resident.

What if we can’t reach 15 staff in a year?

Then the RHQ breaches its licence conditions. The review tests the hiring plan before you apply.

03Tax and incentives

What tax rate does an RHQ pay?

0% income tax on eligible income from eligible RHQ activities for a renewable 30 years, under ZATCA’s RHQ tax rules. Income from other activities pays the normal 20%.

Does the 0% cover all RHQ income?

No, only eligible income from qualifying activities. Other income is taxed normally.

Does the operating company share the incentive?

No. It pays 20% on the foreign share and zakat on any Saudi or GCC share.

What keeps the incentives in place?

ZATCA registration, annual returns and the annual economic substance report, plus a valid MISA licence and continued compliance with the RHQ conditions.

Does withholding tax apply to an RHQ?

At 0% for dividends, payments to related persons and payments to unrelated persons for services the RHQ needs, as long as the payments relate to eligible activities.

Does VAT apply to an RHQ?

Normal VAT rules apply. Charges to group entities count as supplies, and registration is mandatory once taxable supplies pass SAR 375,000 in 12 months.

When does the 30 years start?

From the date the RHQ licence is issued, and ZATCA’s rules describe the period as renewable.

Can the incentives be lost?

Yes. After a 90-day correction notice and escalating fines, ZATCA can suspend them, in coordination with MISA, if a substance breach persists.

04Licensing steps

How long does it take to get an RHQ licence?

An RHQ licence takes as long as the group’s documents from several countries take to legalise. MISA’s own review is quick once the file is complete.

When do the RHQ deadlines start?

On the date the licence is issued: six months for mandatory activities, twelve for staff and optional activities.

When are optional activities chosen?

At application. Pick only activities the RHQ will really carry out, because at least three must be running within a year.

Is there a MISA fee for an RHQ?

Yes. MISA sets one fee for the whole registration period when it approves the licence, payable within 30 days of notification, or the registration is void.

Does an RHQ need a Commercial Registration?

Yes, after the MISA registration. See Commercial Registration.

Can our existing Saudi branch become the RHQ?

An RHQ needs its own RHQ registration. We review your entities and recommend whether to restructure or add one.

Do group papers need an apostille?

Yes, or embassy legalisation, depending on each issuing country. See attestation and apostille.

05Staffing the RHQ

How many employees must an RHQ have?

At least 15 full-time staff on RHQ activities within a year of the licence.

How senior must the senior staff be?

At least three at executive director or vice-president level, with skills developed at the group headquarters or another regional HQ.

Can staff transfer from other group companies?

Yes, many do, on Saudi work visas and residency. See visas and Iqama.

Do Saudization rules apply?

Labour rules apply, and MISA describes facilitation for RHQs. We confirm current terms when planning hires. See GOSI and Qiwa.

Do part-time staff count toward the 15?

Not for MISA’s licence condition, which asks for 15 full-time employees on RHQ activities. ZATCA’s substance test is separate and counts part-timers in proportion to their time.

When should recruitment start?

Before the licence. Senior regional hires rarely close in under a few months.

Can the RHQ open a bank account?

Yes, once registered. See corporate bank accounts.

06Government contracts

Do we need an RHQ to win Saudi government contracts?

Yes, apart from limited exceptions. Since 1 January 2024 government entities do not contract with multinational groups lacking an RHQ in Saudi Arabia.

Are there exceptions to the rule?

Yes. Contracts estimated at SAR 1 million or less are outside it, and a bid from a group without an RHQ can be accepted if it is the only technically compliant bid, or ranks among the best technically and is at least 25% cheaper than the next. The buyer requests the exemption on Etimad before the tender starts.

Can our branch bid while the RHQ is being set up?

That depends on the tender and on whether one of the exceptions applies. We align the RHQ timeline with your bid pipeline.

Does an RHQ guarantee government work?

No. It removes a barrier; contracts are still won on merit.

What about a single government project?

MISA’s temporary registration covers a foreign company delivering one government contract. Whether it helps depends on the RHQ rule’s exceptions.

Should we time the RHQ to a tender?

Yes. Work back from the bid deadline: the licence itself is quick, but legalising documents from several countries can take weeks.

07After the licence

What does an RHQ file each year?

The tax and zakat return, the economic substance report to ZATCA, CR confirmation, MISA’s annual update, and GOSI and Qiwa records.

Can an RHQ add optional activities later?

Through a MISA amendment, subject to the activities on its list.

How is an RHQ closed?

Staff, tax and records are closed in order, then the MISA registration cancelled. The incentives end with the licence.

Does the RHQ need audited accounts?

Yes. It files audited statements with its annual return, and its RHQ income has to be identifiable in them.

Can the RHQ switch between company and branch form later?

Only by restructuring and re-registering, so settle the form before applying.

Who keeps the deadlines?

Your team, or our PRO and compliance service, from a shared calendar.

References

The sources behind this page

Opened before quoting. Arab News is cited only because the Etimad exemption process has no public official page we could open. The tax incentives depend on the current rules; your tax advisers should confirm them.

Ministry of Investment (MISA)Investor Guide, 13th edition (2026): RHQ registration and obligationsmisa.gov.sa ↗
ZATCAGuideline for Regional Headquarters in KSA (May 2026)zatca.gov.sa ↗
Arab NewsRHQ contracting rule and Etimad exemptions (Feb 2026)arabnews.com ↗
HCCHApostille Convention membershcch.net ↗

Eligibility

Tell us where the group operates and what the RHQ would run

We reply within one working day with a first view on eligibility and what a full review would cover.

  • Eligibility against MISA’s RHQ conditions
  • RHQ plus operating entity, planned together
  • A dated first-year calendar
  • Fixed fees per stage

Your regional headquarters

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