What is a RHQ?
A RHQ is a separate legal entity established in Saudi Arabia by a multinational group. Its purpose is to manage and support the group’s branches, subsidiaries and affiliates across the region. It must hold an regional headquarters license in Saudi, maintain a physical office and act as the central point for regional administration. Boards must meet in country. Strategy must be set and directed from Saudi Arabia. The RHQ is not intended to carry out income-generating activity.
Income-producing work must be performed by a separate operational entity that holds its own licence. This division is central to the structure.
Since 1 January 2024, and subject to conditions, only multinational organisations with an RHQ incorporated in Saudi Arabia can tender for government contracts and projects. That requirement has prompted many groups to review their presence in the Kingdom.
Purpose and requirements of an RHQ
The RHQ must operate as a distinct entity with physical premises. It is expected to lead regional administration and strategic direction. Because it must be managed in Saudi Arabia, board meetings must be held in country. The RHQ licence is specific to non-commercial activity. Any income-producing work must be carried out by an affiliated operational company with an appropriate licence. For example, if the company wants to generate revenue, they will need to also set up an LLC.
RHQ Activities
The programme prescribes mandatory and optional activities.
Mandatory activities of RHQ operations include:
Optional RHQ activities include:
All mandatory activities must be undertaken. Optional activities must also be selected in line with the licensing rules.
Entities requiring an RHQ license
A multinational company is generally eligible to establish an RHQ if it has a minimum presence in two other countries through branches or subsidiaries. Groups that wish to participate in Saudi public procurement will generally need a RHQ license in the Kingdom in order to access most government contracts. This encourages foreign companies to treat Saudi Arabia as their regional hub, if they wish to benefit from these large contracts and projects.
Benefits of establishing an RHQ in Saudi Arabia
The programme provides incentives designed to increase regional headquarters activity. These include a ten-year exemption from Saudisation, waiver of professional accreditations, visa limit exemptions and accelerated visa issuance. There is also access to government tenders. Corporate tax and withholding tax can be reduced to zero for thirty years if qualifying conditions are met.
RHQ Tax Rules
A Saudi Regional Headquarters (RHQ) benefits from a highly preferential tax regime designed to attract multinational headquarters, subject to strict activity and substance requirements. Saudi RHQ tax treatment in short applies as such:
- 0% Corporate Income Tax Incentive for 30 years on qualifying RHQ activities
- Withholding Tax exemption on payments to non-residents
- No Zakat liability
- VAT applies normally (exported services usually zero-rated)
- No personal income tax on employees
- Full transfer pricing and substance requirements must be met
How Sovereign can help
Sovereign has experience advising clients that wish to establish a Regional Headquarters in Saudi Arabia. We provide a structured assessment of eligibility and help determine the extent of mandatory and optional activities that apply. Since each RHQ licence must reflect actual operational substance, we guide clients through office requirements, governance planning and board procedures.
We then prepare and submit the RHQ licence application and support the incorporation of the entity. That includes document preparation, filings and liaison with the Ministry of Investment. From our experience, clients who set up an RHQ eventually establish an LLC as well, in order to operate and generate revenue locally and we can support with the whole process.
Once established, we assist with ongoing governance and compliance so that the RHQ continues to meet programme standards. That way the entity remains aligned with both regulatory expectations and wider group needs.
Explore Saudi Arabia
Please contact us if you have any questions or queries and your local representative will be in touch with you as soon as possible.
