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3. Saudi Commercial Transactions Law: 271 Articles Replace Three Laws

Saudi Commercial Transactions Law: 271 Articles Replace Three Laws
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2026-10-28 / 19 hours ago

The Saudi Council of Ministers approved the **Commercial Transactions Law** on Tuesday, 27 October 2026. The law runs to 271 articles, replaces three existing laws, and takes effect 180 days after its publication in the Official Gazette. One of the three laws it replaces is the Commercial Books Law, so every accountant now faces a review of how client records are kept.

What did the Council of Ministers approve in the Commercial Transactions Law?
-----------------------------------------------------------------------------

The Council approved a single framework covering commercial activity, the business establishment, traders' obligations, accounting records, commercial contracts and negotiable instruments. The Commercial Transactions Law contains 271 articles, replaces the Commercial Law, the Negotiable Instruments Law and the Commercial Books Law, and comes into force 180 days after publication in the Official Gazette.

The Ministry of Commerce published the details on the same day the Council met, describing the law as a framework aligned with international practice. The full text has not appeared yet. The effective date therefore remains tied to the day of publication in Umm Al-Qura, and the 180 days run from that day.

Three laws merged into one document
-----------------------------------

For anyone working in accounting, the merger is the headline. Rules on commercial books move into the new text under the heading of accounting records. Rules on bills of exchange, promissory notes and cheques move with them. One text now answers questions that used to require three.

Law replaced by the new text

Where its rules now sit in the Commercial Transactions Law

Commercial Law

Rules on what counts as commercial activity, the trader, the business establishment, and traders' obligations

Negotiable Instruments Law

Rules on negotiable instruments: bills of exchange, promissory notes and cheques

Commercial Books Law

Rules on accounting records and how they are kept, electronically or on paper

![The three laws replaced by the Commercial Transactions Law](https://centralcdn.hespah.com/uploads/emils/17931664600.jpg "The three laws replaced by the Commercial Transactions Law")

Accounting records under the Commercial Transactions Law: who is exempt?
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The law exempts certain categories of traders from keeping accounting records. The Ministry of Commerce statement does not name those categories, so they will have to be read from the text itself once published. An exemption here is not a tax exemption: a business above the VAT registration threshold still needs compliant invoices and books to support them, as set out in our article on [the tax invoice and the simplified invoice](https://hespah.com/en/blog/tax-invoice-vs-simplified-saudi).

The law also addresses the medium of storage. Records are kept through technology, electronically or on paper, in Arabic, with the option of keeping them in another language. That provision matters most to subsidiaries of foreign groups that run their books in English and then stumble at the first official request. It matters just as much to any business already integrated in [phase two of e-invoicing](https://hespah.com/en/blog/e-invoicing-phase-2-saudi-arabia), because the invoice archive is part of the same record.

Four commercial contracts in a single text
------------------------------------------

For the first time in one legislative document, the law sets out the rules governing four contracts: commercial sale, sale by supply, commercial agency and brokerage, together with the provisions protecting the rights of each party.

Anyone who has reviewed the contracts of a mid-sized company knows the cost of leaving these rules unwritten: a supply contract with no clear allocation of delay risk, an agency that ends in a dispute over amounts due, a brokerage arrangement with no agreed trigger for commission. The effect on the income statement is practical, not theoretical, because it touches revenue recognition timing and post-sale obligations.

![Chapters of the Commercial Transactions Law affecting accountants](https://centralcdn.hespah.com/uploads/emils/17931664611.jpg "Chapters of the Commercial Transactions Law affecting accountants")

Trading from fifteen, and a new definition of the trader
--------------------------------------------------------

A minor who has reached 15 may carry on trade with permission from a guardian, a custodian or the court. The law also redefines the trader, specifies commercial activities, and separates activity that is commercial on a single occurrence from activity that must be practised as a profession to qualify.

That distinction is more practical than it sounds. The status of trader is what triggers the obligations, accounting records among them. Occasional activity and a professional practice will not be measured by the same yardstick.

Fair competition and the right to compensation
----------------------------------------------

The law strengthens fair competition between traders, bars a trader from harming a competitor, and states the injured party's right to go to court to stop the harm and claim compensation. The Ministry of Commerce also said the law improves predictability of outcomes in commercial dealings and reduces disputes, and that it protects the transactions of traders and of small and medium enterprises, helping them expand through commercial contracts and agency arrangements.

When does the Commercial Transactions Law take effect?
------------------------------------------------------

180 days after publication in the Official Gazette. As of the morning of 28 October 2026 the law had not appeared on the decisions pages of the Umm Al-Qura website, where the most recent laws and regulations carry the date 23 October 2026. Any effective date quoted today is therefore an estimate. Watch the Gazette and count the period from the day of publication.

What to do now
--------------

1. Pull your commercial contracts into one file: supply, agency, brokerage and commercial sale. These are the four contracts the law now covers.
2. Check the language of your accounting records and how they are stored. Arabic is the default and another language is an option, so know which one you rely on and why.
3. Review your use of cheques and promissory notes. Their rules have moved into a new text that courts will read once it is in force.
4. Read the text on the day it appears in Umm Al-Qura, looking specifically for the categories of traders exempt from accounting records.
5. Calculate the effective date yourself: date of publication plus 180 days, logged in your compliance calendar.
6. Tell your management or your client how much time is left before the law applies. That window is the only chance to put things right.

Frequently asked questions
--------------------------

### Is the Commercial Transactions Law in force today?

No. The Council of Ministers approved it on 27 October 2026, and it takes effect 180 days after publication in the Official Gazette.

### Does the law end the obligation to keep accounting records?

Not as a general rule. It exempts certain categories of traders from keeping accounting records, and the Ministry of Commerce statement does not identify those categories.

### How many articles does the Commercial Transactions Law contain?

271 articles, covering commercial activity, the trader, the business establishment, traders' obligations, accounting records, commercial contracts and negotiable instruments.

### Can books be kept in English?

Arabic is the default for keeping accounting records, and the law allows the option of another language.

### How does the law relate to VAT?

It does not amend the tax rules. Accounting records are the evidence behind a tax return, so any change to how they are kept affects how ready a business is for an audit. The obligation is set out in detail in our articles on [filing the VAT return](https://hespah.com/en/blog/vat-return-filing-saudi-arabia) and [VAT penalties](https://hespah.com/en/blog/vat-penalties-saudi-arabia).

Sources
-------

- Ministry of Commerce, statement of 16 Jumada al-Ula 1448 / 27 October 2026: [the Commercial Transactions Law regulates commercial sale, sale by supply, brokerage and commercial agency](https://mc.gov.sa/ar/mediacenter/News/Pages/27-10-26-01.aspx)
- Umm Al-Qura Gazette, Council of Ministers news, session of 16 Jumada al-Ula 1448 / 27 October 2026: [approval of the Commercial Transactions Law](https://www.uqn.gov.sa/news/council-of-ministers/4002224)

This article was published on 28 October 2026, based on the Ministry of Commerce statement and the Council of Ministers session report published in the Umm Al-Qura Gazette on 27 October 2026.

*This article is for general information. It does not replace the official sources or professional advice before you act.*

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