CMA Opens Saudi Main Market to All Foreign Investors

Saudi Arabia's capital market regulator has approved a package of regulatory enhancements that open the Main Market of the Saudi Stock Exchange to all categories of foreign investors starting 1 February 2026, in a move designed to boost investor protection and market efficiency.

Under the changes, the previous Qualified Foreign Investor framework will be abolished, along with swap agreement arrangements that were used solely to gain economic exposure. Foreign investors will be able to invest directly in listed shares without meeting prior qualification thresholds or institutional criteria, while aggregate foreign ownership in any listed company remains capped at 49%, excluding foreign strategic investors.

The regulator also introduced governance enhancements, including specific controls for the removal of board members by the General Assembly. The aim is to strengthen oversight of board performance by shareholders and reinforce investor protection. Listed companies will additionally gain greater flexibility in calculating distributable profits, as the requirement to link this determination strictly to audited annual financial statements has been removed.

Implementing regulations and investment account instructions were updated on 6 January 2026 to make it easier for a wider range of investor categories to open accounts. New rules develop requirements for individual foreign investors resident in Gulf Cooperation Council countries and expand the types of securities they can directly access, including Main Market shares.

The regulator has also opened public consultation on enhancements to merger and acquisition rules, including a shelf registration mechanism that lets listed companies register new shares for later use in acquisitions without seeking fresh approvals each time. Proposed rules also address conflicts of interest by counting shareholders with special interests toward quorum while barring them from voting on offer-related items.

For residents and investors across the Kingdom, the reforms signal a more accessible and transparent market, aligning procedures with current regulatory and technological developments.

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