Crowdfunding licence in Saudi Arabia

The two CMA models at a glance

Rules on the Offer of Securities and Continuing Obligations (OSCO), as amended by Board Resolution 1-94-2025, and the CMIR.

CMA or SAMA: start with what the investor holds

The CMA regime applies when investors buy securities: shares in an issuer, or debt instruments such as sukuk issued by a company or a special purpose entity. The platform introduces issuers and investors for that offering, which is the Arranging activity, and the offering relies on an OSCO exemption.

Debt-based crowdfunding licensed by SAMA is a lending activity under the Finance Companies Control Law, and the platform needs a finance company licence. The two regimes have different capital, staffing and conduct rules, so the legal structure of the instrument has to be settled before you pick a regulator.

Equity crowdfunding conditions (OSCO Art (a)(10))

• Only new shares may be offered.
• Proceeds may not be used for loans or investments.
• The issuer may not be listed, or wholly owned by a listed company.
• Total raised per class of shares is capped at SAR 10 million over 12 months, counting all platforms and private placements.
• A retail investor may put in up to SAR 25,000 per offering, and retail investors may not invest in non-Saudi issuers.
• The Annex 1 offering document must be published at least five days before the offer opens.
• The platform must have a valuation policy, check the issuer's credit record and hold an agreement with a credit bureau.

Debt-instrument crowdfunding conditions (OSCO Art (a)(11))

• The issuer is a company or a licensed special purpose entity.
• Proceeds may not be used for loans, investments or repaying debt.
• The issuer's outstanding crowdfunding and private-placement financing may not exceed SAR 20 million, or SAR 80 million for asset-backed issues.
• A retail investor may invest up to SAR 25,000 per issuer and SAR 100,000 in any 12 months, and may not invest in asset-backed instruments.
• The platform acts as the debt-holders' representative.
• The offer period is at most 45 days. If less than 80% is raised, investors' money is returned within five days.

Holding client money

Under CMIR Art 69(d), an arranging CMI may hold crowdfunding client money itself, up to SAR 80 million in total and SAR 100,000 per retail client. Above those limits, or if the platform prefers, client money must be held through a CMI licensed for custody.

The May 2026 draft amendments would add a minimum capital of SAR 2 million for crowdfunding arrangers that hold client money. That figure is proposed only. The draft had not been adopted at our last check in October 2026, and today an arranging CMI needs capital equal to one year of expected expenses. See the CMA licences hub for the full draft table.

Capital, fees and people for a crowdfunding platform

From the FinTech Lab to a licence

Both models were tested in the FinTech Lab before they were regulated. Equity crowdfunding rules were consulted on for 45 days from April 2022 and approved in September 2022, amending the CMIR, the Investment Accounts Instructions, OSCO and the Glossary. Debt-instrument crowdfunding was tested from the second quarter of 2021; by 2024 there were 17 debt crowdfunding permits and about SAR 3.4 billion of sukuk issued through them. A draft framework followed in March 2025 and was approved in September 2025.

Lab firms in debt crowdfunding may continue until their permits expire and then need an Arranging licence. New Lab applications for the model are accepted only where there is an innovative element to test, so a new debt platform goes straight to the licence. The CMA's 2025 annual report puts debt-platform offerings above SAR 5.1 billion in 2025.

Getting a platform licensed

1. Settle the instrument and regulator

   Confirm whether investors will hold shares or debt instruments (CMA) or loans (SAMA), and whether the platform will hold client money.

2. Set up the entity

   Any Saudi legal form works for Arranging. See incorporation.

3. Build the file

   The Arranging application with Annex 3.1 attachments, platform rules that reflect the OSCO limits, a valuation policy, issuer credit checks and the credit bureau agreement.

4. Register the people

   CEO, CFO, Compliance Officer, MLRO and IT Officer, with CMA exams passed or exemptions in hand.

5. Complete commencement

   Meet the commencement-of-business requirements after the Board's licence resolution, then launch.

Common questions