Saudi Arabia's real estate regulatory system has undergone a significant shift. Amendments to the kingdom's investment and property legislation – effective in early 2025 – have altered the conditions under which foreign nationals and foreign-owned entities may acquire, hold, and transfer property. For international companies with Saudi real estate holdings, or those planning to acquire assets in the kingdom, a failure to review existing ownership structures now carries concrete legal and commercial risk.
Saudi Arabia's updated real estate legislation tightens ownership eligibility criteria, expands mandatory land register disclosure obligations, and introduces stricter requirements for title deed verification during property transfer transactions. Foreign investors holding real property through structures that no longer qualify under the revised rules must assess their position before the prescribed compliance window closes. Engaging a lawyer in Saudi Arabia with cross-border real estate experience is the most reliable path to assessing exposure.
This alert sets out what has changed, which categories of foreign owner are most affected, and the immediate steps practitioners and clients should take.
What has changed – the regulatory development and effective date
Saudi Arabia's property ownership rules for non-nationals are governed by investment legislation and dedicated real estate legislation administered at the national level. The 2025 amendments address three principal areas.
First, the conditions for foreign ownership of real property have been refined. Non-Saudi natural persons and foreign-incorporated companies may own property in designated investment zones. Outside those zones, ownership by foreign entities requires a licensed local corporate vehicle meeting minimum capital and activity thresholds. Structures that previously relied on transitional provisions or older licensing categories must now demonstrate active compliance with the updated eligibility rules.
Second, the land register system has been strengthened. All properties held by foreign-linked entities are subject to a mandatory registration review. Where a title deed was issued under prior rules and has not been updated in the Sijill al-Aqari (Saudi land register), the holder must initiate a re-registration procedure within the prescribed timeline. Failure to do so creates a gap in legal title that can block any subsequent property transfer or financing transaction.
Third, due diligence and notarial deed requirements for conveyancing transactions have been enhanced. Every property transfer now requires submission of an updated ownership certificate, a compliance attestation from the relevant municipal authority, and. where the buyer or seller is a foreign entity – documentary evidence of investment licensing. The notarial deed formalising a transfer is only valid once these supporting documents are confirmed by the competent registrar.
The amendments entered into force in the first quarter of 2025. Transitional provisions give existing foreign holders a window of several months to bring their structures into conformity. Practitioners advise treating the end of that window as the operative deadline for all remedial steps.
Who is affected – threshold criteria and business categories
The changes affect a defined set of foreign ownership categories. The impact varies by structure and by the nature of the underlying property.
Foreign natural persons who hold residential property in Saudi Arabia under an earlier licensing regime should verify that their ownership category remains valid under the 2025 rules. Residency status and the applicable investment vehicle both bear on eligibility.
Foreign-incorporated companies with direct property holdings – including holding companies, joint ventures, and special purpose vehicles – face the most urgent compliance exposure. Where the entity's corporate licence does not reflect current activity thresholds, the property holding may be treated as irregular. This can affect the entity's ability to sell, lease, refinance, or pledge the asset.
GCC-national investors and companies enjoy a more favourable ownership regime. However, cross-border structures that combine GCC and non-GCC participation require careful review. The beneficial ownership determination under Saudi investment legislation may result in a non-GCC classification even where the immediate corporate holder is a GCC entity.
Real estate funds and REIT-type structures with foreign participation are subject to separate oversight by the Capital Market Authority. These structures face parallel compliance obligations under both property legislation and capital markets regulation. Coordination between those two bodies is required for any restructuring.
For a full assessment of your Saudi real estate holdings, see our dedicated real estate legal services in Saudi Arabia, which cover the full range of ownership, due diligence, and conveyancing matters under current rules.
To receive a preliminary review of your foreign ownership structure in Saudi Arabia, contact us at info@ferrazwhitmore.com.
What to do now – immediate action items
The following steps should be initiated without delay by any foreign entity with Saudi property exposure.
- Audit all title deeds: Confirm that each title deed held by a foreign-linked entity accurately reflects current ownership and has been updated in the land register following any prior transfer or restructuring. Outdated or unregistered deeds create immediate legal vulnerability.
- Verify corporate licensing status: Review the investment licence of each entity holding Saudi real property. Confirm that the licence category, activity description, and minimum capital meet the thresholds now required under the updated investment legislation.
- Conduct enhanced due diligence on pending transactions: Any property transfer in progress – whether acquisition, disposal, or pledge – should incorporate the new notarial deed requirements and the updated municipal compliance attestation. Transactions that close without these documents risk registration refusal.
- Assess tax exposure from restructuring: Where a restructuring of the ownership vehicle is necessary to achieve compliance, the transaction will attract real estate transfer charges and may trigger additional obligations under Saudi tax legislation. A coordinated review with specialist counsel is essential. For the tax dimension, see our analysis of tax law in Saudi Arabia.
- Monitor parallel regulatory developments in the region: The Saudi amendments follow a broader regional trend. Foreign investors active across GCC markets should review real estate regulation changes in the UAE alongside this alert to identify cross-border structural issues.
The compliance window is finite. Entities that delay risk losing the ability to deal with their Saudi assets freely – a consequence that can affect deal timelines, financing arrangements, and exit options. Practitioners working with international clients note that re-registration and licensing review processes in Saudi Arabia take several weeks under normal conditions. Where backlogs arise, that timeline extends. Acting early is the only reliable safeguard.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our team supports foreign investors, multinational companies, and institutional clients on real estate acquisition, due diligence, conveyancing, and regulatory compliance in Saudi Arabia and across the wider Middle East region. We combine Portuguese civil law expertise with English common law tradition to deliver practical cross-border legal solutions. As an international law firm with dedicated coverage of Saudi Arabia, we advise on the full conveyancing cycle. from title deed verification and land register review through to notarial deed execution and property transfer completion. The firm's Middle East practice includes experience before Saudi regulatory bodies and in coordinating with local licensed counsel. To explore legal options for your real estate position in Saudi Arabia, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.