mc_gov_sa · executive_regulation · processed · 23 chunks
VISION d 230 المركبه العربيه السعوديه KINGDOM OF SAUDI ARABIA وزاره التجاره Ministry of Commerce Implementing Regulations of The Commercial Agencies Law +966 11 294 4444 | Riyadh 11162 Kingdom of Saudi Arabia | المملكه العربيه السعوديه A @ SaudiMCI www.mci.gov.sa [No text] وزاره التجاره Ministry of Commerce VISION d_ngi 230 العربيه المطبيه السعوديه KINGDOM OF SAUDI ARABIA Implementing Regulations of the Commercial Agencies Law In the name of Allah the Merciful and Compassionate Decree No. (1897), dated 24/05/1401 H. The Minister of Commerce, Upon Reviewing The Ministry of Commerce Competences Law, issued by the Council of Ministers Decree No. (66), dated 06/04/1374 H., The Commercial Agencies Law issued by Royal Decree No. (11), dated 20/02/1382 H., as amended by Royal Decree No. (5), dated 11/06/1398 H. and Royal Decree No. (32), dated 10/08/1400 H.; Based on the requirements of the public interest, and Under his powers, Has Decided as Follows: Article (1): The Implementing Regulations of the Commercial Agencies Law shall be issued in light of the attached form. Article (2): This Decree shall be published in the newspaper competent to its enforcement. Minister of Commerce +966 11 294 4444 | Riyadh 11162 Kingdom of Saudi Arabia | المملكه العربيه السعوديه SaudiMCI www.mci.gov.sa 2 [Non-Text] وزاره التجاره Ministry of Commerce Section One General provisions VISION لقي 230 العربيه السعوديه Kingdom of Saudi Arabia Article 1: Commercial agencies that are in relation to the implementation of the Commercial Agencies Law and its amendments refer to anyone who contracts with a manufacturer or his representative in his country to conduct business as agent or distributor, in any form of agency or distribution for profit, commission or facilities of any nature, including agencies for maritime, air or land transportation or any other agencies that would be decided by the Minister of Commerce. The agent or distributor may contract with sub-distributors within the territory of the agency, provided that the original agent or distributor remains liable for the legally established obligations towards the consumer. As for the service agencies mentioned in the law on relationship between the foreign contractor and his Saudi agent, all provisions included in the aforementioned law, issued by Royal Decree No. (M/2) dated 20/01/1398 H, shall be applied in this regard. Article 2: A non-Saudi person, whether natural or legal, may not operate as a commercial agent in the Kingdom. Saudi companies operating as commercial agents must have a 100% Saudi capital, and the members of their boards of directors and authorized signatories shall be Saudis. Article 3: The agent and distributor shall commit to provide spare parts and maintenance, and ensure quality of manufacture and conditions usually set by manufacturers in accordance with the provisions of “Terms Applicable to the Provision of Maintenance, Spare Parts and Manufacturing Quality Guarantee” which accompanies and is part of the Implementing Regulations of the Commercial Agencies Law. Article 4: The commercial agent or distributor shall ensure that all papers, contracts, advertisements -that are related to the agency- and official invoices bear his name and address, type and territory of the agency, and the registration number recorded in the commercial agencies register and the commercial register. Article 5: The commercial agent and distributor shall commit to facilitate the tasks of the competent control officers by cooperating with them and responding to their requests within the scope of the provisions of these Regulations. Section Two Registration Provisions Article 6: No one may act as commercial agent or distributor unless he is registered in the register designated for this purpose at the Ministry of Commerce. Registration applications and the supporting documents shall be submitted to the deputy of the Ministry of Commerce or a branches thereof within three months from the date the agreement came into effect. Upon receiving the applications, the Ministry's branches shall send them directly to the deputy to consider the validity of the contract and its supporting documents. Article 7: A person who is not Saudi or whose registration documents are inconsistent with the Agencies Law and its Implementing Regulations may not be allowed to register. An applicant whose registration has been rejected +966 11 294 4444 | Riyadh 11162 الكملكه العربيه السعوديه | www.mci.gov.sa 3 [Non-Text] وزاره التجاره Ministry of Commerce VISION and 23:30 دوله دوله دوله دوله دوله KINDOM OF SAUDI ARABIA may appeal to the Minister of Commerce within one month from the date of notifying him with the reasons for rejection, then his application shall be reconsidered based on the justifications given in his appeal. The decision of the Minister of Commerce is final in this regard. Article 8: The registration application of the commercial or distribution agency shall include the following data: - Name of the commercial agent or distributor, whether an individual or a company. - Number of the main or secondary commercial registration that gives the applicant the right to practice agency business. - Address of the agent or distributor. - Name of the person authorized to manage the store or sign on its behalf. - Types and names of the goods and services included in the contract. - Name of the principal and his nationality. - Address of the principal’s headquarters. - Address of the industrial or agricultural center of the produced goods encompassed by the contract. • Territory of the agency and distribution and its term. Article 9: Applications for registering a commercial or distribution agency in the register may not be accepted unless supported by: - Commercial or distribution agency contract in two copies, one of which is original and duly certified by the competent authorities. • Certified Arabic translation of the contract and any other documents issued in a foreign language. - Copy of the main or secondary commercial registration that allows conducting the business of agency or distribution. - Written declaration by the applicant, whether an individual or a company, stating that his/its capital is 100% Saudi and that whoever is authorized to sign or manage on his/its behalf is also Saudi. • Certificate from the Chamber of Commerce indicating the payment of the due subscription fees. Article 10: Commercial or distribution agency contract shall: A) Be in writing and signed with the principal in his country of origin or with his representative in that country; B) Include a full explanation of the rights and obligations of the parties towards each other, as well as their obligations towards the consumers in terms of providing maintenance and spare parts. Article 11: Commercial or distribution agency contract shall include the following data: • Capacity and nationality of each party. - Subject and territory of the agency, and all the works, services and goods it encompasses. • Agency term and renewal. • Agency termination or expiration. Agency contract may include other clauses provided that they are consistent with the regulations applicable in Kingdom Saudi Arabia. Article 12: After verifying that all the registration requirements are fulfilled both as form and content, the deputy or his representative shall approve the registration, then the documents are transferred to the commercial agents and distributors registry to carry out the registration after the payment of the determined registration fee. +966 11 294 4444 | Riyadh 11162 الكملك العربيه السعوديه | www.mci.gov.sa 4 [Non-Text] وزاره التجاره Ministry of Commerce VISION and 23:30 ال Estimates العامه لمرج Kingdom of Saudi Arabia In the register, pages are numbered according to their sequence, each page has a number which represents its registration number, so each agency or distribution contract has a registration number different from its predecessors, even when one agent or distributor possesses several registration numbers. The register includes detailed information on the commercial or distribution agency, the commercial agent or distributor must be provided with a certificate for each registration. Article 13: Within a month from the date of issuing the registration certificate, the commercial agent or distributor shall submit a request to the relevant commercial registry, based on the location of the agency, to list the agency in the commercial register. If the agency is valid across the Kingdom, it shall be listed in the main register of the commercial agent or distributor. Article 14: In case of any amendment to the data previously recorded in the page of the agency or distribution register, the concerned person shall, within one month from the date of making the amendment, request recording such amendment in the register and provide justifications therefor. Amendments shall be recorded in the register by marking the amended item and inserting the new amendment or the new addition. Amendments or additions shall be entered in the commercial register after amending the data in the registration certificate. Article 15: Registration fee for each contract in the agency aegister shall be five hundred riyals to be paid by the merchant, whether an individual or a company, in accordance with Royal Decree No. (M/8), dated 20/03/1393H. Section Three Registration Cancellation Article 16: Subject to the provisions of the Commercial Registration Law regarding cancellation, the registration of the commercial or distribution agency shall be canceled in the following cases: - Merchant, whether an individual or a company, ceases practicing business. • Commercial or distribution agency contract expires and has not been extended or renewed. - Commercial agent or distributor fails to fulfill any of the requirements stipulated in the Commercial Agencies Law and its amendments. Cancellation shall be made by placing two red intersecting lines over the data contained in the register page, and clarifying the reasons for the cancellation in the designated field. Article 17: Registration shall be administratively cancelled if the concerned party fails to submit a cancellation request within one month after verifying the reasons causing the cancellation and hearing the statement of the concerned party. The concerned party shall be notified of this decision by registered letter. Article 18: The concerned party may appeal to the Minister of Commerce against the decision issuing the administrative cancellation and clarify the justifications thereof within one month from the date of being notified. The decision of the Minister shall be final in this regard. +966 11 294 4444 | Riyadh 11162 لارياض المجله العربيه السعوديه | www.mci.gov.sa 5 [Non-Text] وزاره التجاره Ministry of Commerce Section Four Violations and Penalties VISION d_lj 230 العربيه السعوديه Kingdom of Saudi Arabia Article 19: The Minister of Commerce shall assign competent officials to be in charge of detecting the violations of the Commercial Agencies Law and its Regulations. The officials shall have the capacity of judicial officers and they shall be entitled to access locations and stores, conduct inspection, prepare minutes on violations, hear the statements of the concerned parties, review documents and other investigation procedures. Article 20: Without prejudice to the provisions of the Commercial Register Law or any other law applicable in Saudi Arabia, any person violates the Commercial Agencies Law, its amendments and its Implementing Regulations shall be punished by the imposition of a fine of no less than five thousand riyals and no more than fifty thousand riyals, provided that the penalty shall be published at the expense of the violator in a local newspaper, without prejudice to the right of any aggrieved party to seek to recover damages. If the violation is committed by a foreigner or a Saudi company with one or more non-Saudi partners, the fine shall be coupled with administrative liquidation, and the violator may permanently or temporarily be barred from engaging in business. The Minister of Interior may order the deportation of the foreigner from the country in light of the penalty imposed, and the Ministry of Commerce must inform him about the foreigner or the non-Saudi partner. Article 21: A panel of three members, at least one of them is a legal advisor, shall be formed at the Ministry of Commerce pursuant to a decision by its Minister to impose the penalties provided for in the Law of Commercial Agencies and its amendments. The panel decisions may be appealed before the Minister of Commerce within 15 days from the date the aggrieved party or his representative is notified thereof; otherwise, its decisions shall become final upon the lapse of the mentioned period and the approval of the Minister of Commerce. Section Five Transitional Provisions Article 22: Persons who act as agents and distributors at the time in which the Regulations come into force, whether registered or not, shall apply for registration in accordance with the Regulations within one year from the determined date, and they may not engage in business after that period until they complete the registration. For registered agents, they shall submit their applications along with documents that prove validity of the agency contract and a certificate from the Chamber of Commerce confirming the payment of the subscription fees. +966 11 294 4444 | Riyadh 11162 Kingdom of Saudi Arabia | المملكه العربيه السعوديه f@SaudiMCI www.mci.gov.sa 6