This document was compiled by Abdulrahman Sami Al-Jandal, referencing the latest updates issued by the Capital Market Authority (CMA) and the Saudi Exchange (Tadawul) as of April 18, 2023.
Introduction
The public offering of securities on the Saudi Main Market (TASI) is governed by a structured regulatory framework designed to ensure transparency, investor protection, and market integrity. Companies aspiring to list must meet a comprehensive set of requirements issued by the Capital Market Authority (CMA) and the Saudi Exchange (Tadawul).
These requirements cover corporate structure, financial performance, governance, disclosure obligations, and offering procedures. This article provides a clear, English-language overview of the key listing and offering conditions, presented in a WordPress-friendly format to support publication and readability.
General Conditions for Offering Securities on the Main Market
Below is a consolidated table summarizing each requirement, the regulatory reference, and the specific article or clause.
| # | Requirement | Regulatory Reference | Article / Clause |
|---|---|---|---|
| 1 | The issuer must be a joint-stock company. | Tadawul Listing Rules CMA Offering & Continuing Obligations |
Listing Rules: Art. 7(a) CMA: Art. 41(1) |
| 2 | Minimum of 200 public shareholders (ongoing obligation). | Tadawul Listing Rules | Art. 7(b-1) & 7(c) |
| 3 | Minimum public ownership of 30% of the shares subject to listing (ongoing obligation). | Tadawul Listing Rules | Art. 7(b-2) & 7(c) |
| 4 | The value of listed shares must not be less than SAR 300 million. | Tadawul Listing Rules | Art. 7(f) |
| 5 | The issuer may not conduct a public offering before completing arrangements for listing the securities in accordance with the Listing Rules. | CMA Offering Rules | Art. 34 |
| 6 | All required internal corporate approvals must be obtained. | CMA Offering Rules | Art. 35 |
| 7 | Appointment of two authorized representatives before the CMA — one must be a board member and the other a senior executive. | CMA Offering Rules | Art. 36(a) |
| 8 | Payment of application and registration fees. | CMA Offering Rules | Art. 37 |
| 9 | If a prospectus or shareholder circular is required, the issuer must appoint a financial advisor and a legal advisor. | CMA Offering Rules | Art. 38(a) |
| 10 | The offering application must include a prospectus. | CMA Offering Rules | Art. 41(2) |
| 11 | The issuer must have carried out its main business activity (directly or through subsidiaries) for at least the past 3 financial years. | CMA Offering Rules | Art. 41(3) |
| 12 | The issuer must have audited financial statements for the past 3 years prepared in accordance with approved accounting standards. | CMA Offering Rules | Art. 41(4) |
| 13 | If a major structural change has occurred, the issuer may not apply until at least one full financial year has passed since its completion. | CMA Offering Rules | Art. 41(6) |
| 14 | Major structural changes include disposal of assets contributing 30%+ of revenue or net income. | CMA Offering Rules | Art. 41(6-a) |
| 15 | Acquisition of assets representing 30%+ of net assets. | CMA Offering Rules | Art. 41(6-b) |
| 16 | Acquisition of a company whose equity equals 30%+ of the issuer’s equity. | CMA Offering Rules | Art. 41(6-c) |
| 17 | Senior management must possess adequate experience and competency to run the business. | CMA Offering Rules | Art. 41(7) |
| 18 | The issuer must have sufficient working capital (alone or with subsidiaries) to cover at least 12 months after publication of the prospectus. | CMA Offering Rules | Art. 41(8) |
| 19 | Any reviewed interim financial statements issued during the application period must be submitted to the CMA promptly. | CMA Offering Rules | Art. 41(9) |
| 20 | The offering must be fully underwritten by one or more licensed financial institutions compliant with capital adequacy rules. | CMA Offering Rules | Art. 44(a) |
| 21 | The issuer must have internal governance policies, including: conflict of interest policy, board membership standards, audit committee charter, nomination & remuneration committee charter. | CMA Offering Rules | Art. 46 (Documentation Requirements) |
Conclusion
Companies seeking to list securities on the Saudi Main Market (Tadawul) must comply with strict regulatory requirements issued by both the Capital Market Authority and the Saudi Exchange. These requirements ensure financial stability, governance integrity, operational maturity, and transparent disclosure.This article outlines all mandatory conditions for public offerings, including shareholder thresholds, valuation requirements, prospectus obligations, management competency, working capital sufficiency, underwriting rules, and corporate governance frameworks.
For organizations preparing to offer or list securities on the Saudi Main Market, our advisory team is available to provide professional guidance and support throughout the process.
Please contact our consultants for further assistance.