Saudi Arabia Merger Control Rules 2026: Faster Clarity, Tougher Timelines, Real Approval Risk

The GAC notification framework uses three cumulative tests that can pull in deals even when a transaction is negotiated abroad. The first test looks at combined worldwide annual sales, which must be at least SAR 200 million (approximately USD 53 million) across all parties. The second test requires at least one party, typically the target, to have worldwide annual sales of at least SAR 40 million (approximately USD 10.7 million). The third test is a Saudi nexus shown through meaningful economic activity, such as local sales, assets, contracts, or employees attributable to the parties. If all three are met, the filing must be made before closing, and timelines must be built around the GAC process rather than treated as an afterthought.

Why 2026 Timelines Change: Sequencing, Not Just Thresholds

In practice, competition clearance is only one part of a broader approvals sequence that can dictate the critical path. For listed targets, the Capital Market Authority (CMA) is described as the principal gatekeeper, and deal counsel often misjudge how approvals interact. A key point in Saudi public M&A is that the CMA usually grants its approval only once other regulatory approvals are in hand. That means the order of work matters, especially in cross-border deals where teams may assume filings can run in parallel and conclude together. The same guide also notes that turnover, not local presence, can trigger review, which increases the need to assess filing exposure early.

Alongside the competition layer, 2026 brings corporate and disclosure changes that affect execution readiness. Companies Law amendments require Saudi entities to identify and register ultimate beneficial owners (UBOs) on a unified commercial register, with a direct impact on data rooms and verification. Another 2026 guide emphasizes that buyers may need to disclose their own ownership chain as part of the transfer filing, while incomplete or inaccurate disclosures can delay Commercial Register filings and may attract administrative penalties. The Companies Law also raises the bar for internal approvals on material transactions, including independent-director sign-off for related-party matters and extraordinary general assembly (EGA) approval where deals exceed prescribed value thresholds relative to net assets.

These moving parts reshape how counsel should draft conditions precedent, long-stop dates, and information covenants. A merger control condition needs to reflect that the GAC can impose remedies, and that closing a notifiable transaction without clearance brings serious consequences, including potential divestiture orders. Separately, public deals often follow negotiated, board-supported structures and statutory mergers by share-for-share exchange, and they require CMA approval plus EGAs of both companies. Market access rules are also evolving: the CMA amended its rules on 6 January 2026 to remove the Qualified Foreign Investor (QFI) regime and discontinue the swap-agreement framework, opening Saudi-listed shares to direct investment by all foreign investors from 1 February 2026, subject to foreign-ownership limits and sectoral restrictions.