100% foreign ownership and the MISA licence: a guide for retail and F&B brands
By Chadi Kouatly, Managing Partner, Foretus. Published September 2026.
Foreign companies can own 100% of a retail, wholesale, restaurant or services business in Saudi Arabia under a licence from the Ministry of Investment (MISA). Retail with full foreign control requires minimum capital of SAR 30 million; service activities require far less. Licences are issued in days for complete applications, with fees of SAR 10,000 in the first year. Here is the process, the costs and the obligations that follow.
What 100% foreign ownership covers
Under Vision 2030 reforms, most sectors, including retail, wholesale, restaurants, technology, healthcare and transport, are open to full foreign ownership. A short "negative list" (for example oil exploration and military activities) remains restricted. Ownership is granted through a MISA investment licence tied to specific activity codes; choosing the wrong code is the most common cause of rejection.
Capital, fees and timeline
Retail and wholesale with full foreign control: minimum capital SAR 30 million.
Service-sector companies: typically SAR 100,000 to SAR 500,000.
Industrial licences: SAR 1 million or more depending on scale.
MISA fees: SAR 10,000 for the first year, then annual fees; budget for renewal and subscription costs each year.
Timeline: complete, attested applications are approved within days; allow four to eight weeks for attestation, Commercial Registration, articles and bank account.
Obligations after licensing
Saudization (Nitaqat)
Every sector has a Saudi-employment quota. Saudi employees must be paid at least SAR 4,000 a month to count. Contracts must be documented on the Qiwa platform, and employer GOSI contributions apply. Build the labour model around Saudization from the start; it changes the economics of a restaurant or store.
Tax
Corporate income tax of 20% on the foreign-owned share of profits; VAT at 15% with registration required above SAR 375,000 of taxable supplies; withholding tax on certain payments abroad.
Real estate
Since January 2026, 100% foreign-owned companies may own real estate in the Kingdom for operational purposes.
The Regional Headquarters (RHQ) programme
Multinationals that establish their regional headquarters in Saudi Arabia receive a 30-year corporate income tax exemption on RHQ activities, subject to staffing requirements (a minimum of 15 employees including three senior executives in the first year). Government bodies are also restricted from contracting with multinationals that lack a Saudi RHQ, except in limited cases (for example small contracts or materially cheaper bids). For brands that plan a GCC-wide presence, the RHQ decision belongs in the entry plan.
When not to go fully owned
If the brand cannot commit to a ten-outlet plan, does not have a Saudi-experienced country head, or needs sites in the next twelve months, a franchise or joint venture with an established partner is usually the better first step, with a buy-out option later.
Frequently asked questions
Is a Saudi partner still required?
No, for most activities. Some professional services retain local-ownership requirements.
Can we convert a franchise into an owned business later?
Yes; agreements should include a buy-out mechanism and the entity should be structured with conversion in mind.
How long does the whole setup take?
Two to three months for a licensed, registered, banked entity in practice.
Sources: Ministry of Investment (MISA) licensing guidance and fee schedule; Zakat, Tax and Customs Authority (ZATCA) tax rules; Ministry of Human Resources and Social Development (Nitaqat); Regional Headquarters programme rules; Saudi real estate ownership law (January 2026).
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