Disclosure Statement Template for Saudi Arabia

Use a Disclosure Statement when your company faces significant changes or events that could affect stakeholders' decisions. In Saudi Arabia, this includes launching new products, changing senior management, acquiring assets, or experiencing material financial shifts. The CMA requires these statements for listed companies making major announcements or quarterly reports.

Companies also need Disclosure Statements when seeking investment, entering strategic partnerships, or participating in government tenders. The timing matters - Saudi regulations mandate immediate disclosure of price-sensitive information during trading hours through Tadawul's electronic system. Filing late or incomplete disclosures can trigger investigations and penalties from market regulators.

• Initial Public Offering (IPO) Disclosures: Required when companies list on Tadawul, covering business model, risks, and financials
• Continuous Market Disclosures: Ongoing statements about material changes, insider trading, or significant events
• Investment Product Disclosures: Used by financial institutions to detail product features, risks, and terms
• Corporate Action Disclosures: For mergers, acquisitions, dividends, or capital changes
• Related Party Transaction Disclosures: Details business dealings with connected entities under CMA guidelines

• Listed Companies: Must file regular Disclosure Statements through Tadawul's electronic system
• Board Members: Review and approve statements before public release, bearing legal responsibility for accuracy
• Compliance Officers: Prepare and verify statements align with CMA regulations
• Legal Counsel: Draft and review statements to ensure regulatory compliance and risk management
• Financial Advisors: Help prepare financial disclosures and valuations
• Investors: Rely on these statements for informed decision-making in Saudi markets
• CMA Officials: Monitor and enforce disclosure requirements

• Basic Information: Gather company details, registration numbers, and relevant business licenses
• Material Facts: Document all significant events, financial changes, or corporate actions requiring disclosure
• Financial Data: Compile accurate financial statements, market impact assessments, and supporting documents
• Timeline Planning: Map key dates for CMA submissions and Tadawul announcements
• Internal Approvals: Secure necessary signatures from board members and executives
• Compliance Check: Review against current CMA disclosure requirements and guidelines
• Documentation: Maintain copies of all supporting evidence and approval records

• Company Information: Full legal name, commercial registration number, and authorized representatives
• Material Event Details: Clear description of the event, transaction, or change requiring disclosure
• Financial Impact: Quantified effect on company assets, liabilities, or operations
• Risk Factors: Specific risks and potential impacts on business operations or market value
• Timing Statement: Date of event occurrence and expected completion timeline
• Related Parties: Details of any connected entities or individuals involved
• Board Authorization: Confirmation of board approval and authorized signatories
• CMA Compliance: Statement confirming adherence to relevant regulations

A Disclosure Statement differs significantly from a Non-Disclosure Agreement (NDA) in several key aspects, though both deal with information sharing. While Disclosure Statements focus on proactively revealing information to stakeholders and regulators, NDAs aim to protect confidential information from unauthorized disclosure.

• Purpose: Disclosure Statements inform the public and regulators about material events or changes, while NDAs restrict information sharing between specific parties
• Legal Framework: Disclosure Statements follow CMA regulations and Tadawul listing requirements; NDAs operate under Saudi contract law and commercial confidentiality principles
• Timing: Disclosure Statements require immediate filing upon material events; NDAs typically last for a defined period
• Enforcement: CMA enforces disclosure requirements through market regulations; NDAs are enforced through civil litigation between contracting parties