How to Convert Sole Proprietorship to LLC in Saudi Arabia?

Convert sole proprietorship to LLC in Saudi Arabia is now simpler than ever thanks to the Saudi Business Center platform under the Ministry of Commerce. This transformation allows business owners to expand their operations, protect personal assets, and benefit from a more structured legal framework.

In this article, we outline the step-by-step conversion process, legal requirements, necessary documents, costs, and tax implications, helping entrepreneurs make informed decisions when transitioning from a sole proprietorship to an LLC.

What are The Steps to Convert Sole Proprietorship to LLC​?

Convert sole proprietorship to LLC​ is now easier through the Saudi Business Center platform under the Ministry of Commerce. The process can be summarized as follows:

1. Visit the Saudi Business Center.
2. Select the service “Convert Sole Proprietorship to a Company” and click Start Service.
3. Choose the type of company and the number of partners in the new company, whether you are a sole partner or have multiple partners. Optionally, you can select the company’s legal status.
4. Click Submit to Continue.
5. Enter the details of the registration period, company headquarters, activities, and purposes of the company.
6. Provide the information for partners, commercial registration, company management, and company contract accurately.
7. Before final submission, review the request summary to ensure all information is correct.
8. Once the Ministry of Commerce approves your request, pay the required fees to complete the conversion.

What are The Requirements to Convert Sole Proprietorship to LLC in Saudi Arabia?

If you plan to convert sole proprietorship to LLC, the Ministry of Commerce in Saudi Arabia has established several key requirements under the Companies Law:

1. Obtain explicit approval from the owner of the sole proprietorship to proceed with the conversion.
2. Ensure that the owner and any partners are at least 18 years old; if a partner is a minor, a guardianship certificate must be submitted.
3. The owner and partners must not be government employees.
4. The commercial registration of the sole proprietorship must be active before you can convert it.
5. The application to convert sole proprietorship to LLC must be submitted by the owner or an officially authorized representative.
6. If the owner is not joining the new company, a formal waiver document is required.
7. Any nominal partner must have a commercial registration that is valid and not canceled or suspended.
8. If a partner is a government entity, it must have legal authorization
9.  to establish or participate in companies.
10. For activities that require a special license, an initial approval or license from the Saudi Central Bank must be obtained before you convert sole proprietorship to LLC.
11. If any partner is foreign, a valid investment certificate issued by the Ministry of Investment must be attached.

This checklist ensures a smooth and compliant process when you decide to convert sole proprietorship to LLC in Saudi Arabia.

Read also: The New Saudi Companies Law 2025: The Complete Guide

What are The Required Documents to Convert a Sole Proprietorship to a Limited Liability Company (LLC)?

To complete the process of converting a sole proprietorship into an LLC with the Ministry of Commerce in Saudi Arabia, the following documents are required:

1. For government entities, non-profit organizations, charitable associations, or endowments a legal authorization granting the entity the right to establish or participate in a company.
2. For activities requiring a special license a valid license or preliminary approval from the Saudi Central Bank.
3. For foreign partners a valid investment registration certificate issued by the Ministry of Investment.
4. A copy of the current commercial registration of the sole proprietorship.
5. Copies of national IDs for all partners or residence permits for foreign partners.
6. A copy of the new LLC’s articles of incorporation.
7. A declaration transferring the financial assets of the sole proprietorship to the new company.
8. Guardianship certificate if any partner is a minor.
9. Waiver document from the owner if they are not joining the new company as a partner.

Check out: The New Companies Law Saudi Arabia Regulations​ in 2025

Cost to change Sole Proprietorship to LLC

A sole proprietorship cannot be directly converted into a Limited Liability Company (LLC) because it is not considered an independent legal entity. Instead, a new LLC must be established and the sole proprietorship closed.

The fees required to set up the new company include:

• SAR 1,200 for the main commercial registration.
• SAR 500 for electronic publication.
• 15% VAT on the above fees.
• Additional possible fees such as chamber of commerce fees and professional license fees.

Sole Proprietorship vs LLC Taxes

• Sole Proprietorship: Taxes are applied directly to the owner’s personal income, since the business does not have a separate legal entity
• Limited Liability Company (LLC): Taxes may be applied to the company itself, separate from the owners, depending on the tax laws of each country.

This comparison highlights the key differences in how sole proprietorship vs LLC taxes are handled, helping business owners make informed decisions when considering a conversion.

Learn about: Saudi Labor Law Resignation Guide 2025 – Etqan Law Firm

Conclusion

Convert sole proprietorship to LLC is a crucial step toward growth, stability, and legal protection. For smooth and compliant execution of the conversion process, professional guidance is essential. Etqan Law Firm offers expert legal support to ensure that all regulatory requirements are met efficiently, making the transition seamless and secure for business owners in Saudi Arabia.

The Etqan Al Mutamayza Law Firm is ready to provide the essential support you need. You can reach their team at the following mobile numbers: +966550600204, +966551020060.

Additionally, feel free to visit our branches located at:

• Jeddah: Al-Aziziyah District, Mohammed bin Abdulaziz Street (Tahlia)
• Riyadh: King Abdulaziz Street, across from the Kingdom Tower
• Dammam: Al-Ashri’a Street, Al-Badeea, Dammam 32415.

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