REGIONS

Cap table software for Saudi Arabia

A dedicated KSA region profile: CMA, MISA, KAFD, and NEOM jurisdictions, ESOP terminology under the CMA framework, Zakat model awareness, SAR formatting, and governance anchored to the Saudi Companies Law 2022.

Saudi Arabia has one of the fastest-growing startup ecosystems in the region, and almost none of the cap table software serving it was built with the Kingdom in mind. The defaults are Delaware everywhere: jurisdiction pickers that stop at US states, a "409A Valuation" label that means nothing to a Riyadh board, USD formatting on statements your investors read in riyals. Vquity ships a dedicated Saudi Arabia region profile so that your ownership records, grant paperwork, and investor-facing pages read the way your counsel, your CFO, and your fund expect.

What the Saudi Arabia profile configures

Pick Saudi Arabia during setup (or switch later in settings) and the profile adjusts the app end to end. This is not a currency dropdown bolted onto a US product; it covers the terms and structures a Saudi cap table actually uses:

  • Jurisdictions: CMA, MISA, KAFD, and NEOM appear as first-class jurisdictions, the regulatory and licensing contexts Saudi startups really operate under rather than an "Other" bucket at the bottom of a US state list.
  • Governance framework: the profile anchors governance to the Saudi Companies Law 2022, the reform that reshaped how Saudi companies are formed and governed, including the simplified joint-stock company (SJSC) the law introduced with venture-backed startups in mind.
  • Entity types: company setup reflects how Saudi startups actually incorporate (an SJSC or LLC under the 2022 law) rather than assuming a Delaware C-Corp.
  • Instruments: the instrument menu speaks GCC term-sheet language: SAFEs from regional and international funds, convertible loans, and Sharia-structured instruments such as Mudaraba, alongside ordinary equity. See how each is tracked in the cap table module.
  • Valuation label: your valuation record is labeled a Valuation Report, the term your board and auditors use, not a 409A, which is a US tax concept. The lifecycle tracking (recalculation, rollback, expiry alerts) works the same; see valuations.
  • Currency and number format: SAR everywhere. The cap table, grant records, portal balances, and exports all format amounts in riyals, so an employee opening their equity portal sees SAR 450,000, not a dollar figure they have to convert.
  • ESOP under the CMA framework: employee equity is framed the way the Kingdom regulates it. The CMA's securities-offering rules treat employee share offers as their own category, and the profile carries that framing through grant terminology and records.
  • Zakat model awareness: Saudi- and GCC-owned companies are assessed under the Zakat model rather than standard corporate income tax. The profile carries that awareness through your company records so equity documentation is organized around the right fiscal frame. (Vquity does not compute Zakat. That stays with your tax adviser.)

Vquity's governance module keeps grant activity visible in a rolling 12-month Saudi-riyal view. It does not convert CMA eligibility and notice requirements into a made-up monetary ceiling; counsel still determines how a specific employee offer must be structured and notified.

A worked example: granting ESOP mid-raise

Here is how the pieces fit together in practice. Say a Riyadh logistics startup (incorporated as an SJSC under the Companies Law 2022, MISA-licensed, founders holding 10,000,000 shares) is closing a growth round from a regional fund while standing up its first employee stock option plan.

Worked example

The fund invests SAR 15,000,000 at a SAR 60,000,000 pre-money valuation: SAR 6.00 per share, so 2,500,000 new preferred shares and a 20% post-round stake. The board also approves a 10% post-close ESOP pool under the CMA's employee-offering framework, which means roughly 1,389,000 new pool shares on top of the 12,500,000 post-round total. In Vquity, the founders model the round and the pool top-up in the scenario workspace first, then close both in one atomic step: the close-round wizard prices the round, creates the pool, and captures a pre-close snapshot automatically. The first 40 grants go out on a four-year monthly schedule with a one-year cliff; each employee accepts through a public link that produces a signed PDF, and their portal shows the grant, the vesting ledger, and every figure in SAR.

Nothing about that flow required pretending to be a Delaware company. The jurisdiction on record is real, the valuation on file is a Valuation Report, the ESOP is framed under CMA rules, and the numbers the regional fund sees in diligence are in the currency the deal was actually done in. When the fund's counsel asks how the pool was created and when, the auto-captured pre-close snapshot answers with a field-level diff instead of a spreadsheet archaeology session.

How the profile flows into rounds and grants

The region profile is not a display skin. It feeds the modules you use every week:

  • Funding rounds price and close in SAR, convert outstanding SAFEs with a tested post-money solver, and top up the pool in the same committed operation.
  • Options & vesting runs the full ESOP lifecycle (schedules, cliffs, milestones, accelerations) with a pool-utilization chart your board can read at a glance.
  • Contract Studio autofills grant letters, transfers, and founder documents from your company records, so the entity name, jurisdiction, and currency land correctly in every draft.
  • Investor and employee portals sign in passwordlessly with a one-time code and show stocks, options, SAFEs, documents, and activity, formatted for the reader, in riyals.
  • The Data Room keeps incorporation documents, CMA-framework ESOP paperwork, and round documents organized across ~120 document types with a diligence readiness score, which is useful when a regional fund's checklist arrives.

If your structure spans borders (a Saudi operating company raising alongside a holding entity elsewhere in the GCC) the same suite covers the UAE profile too, and the Academy lesson on regional equity differences walks through how instruments and valuation labels shift between markets. For a broader look at equity practice across Saudi Arabia, the UAE, Qatar, Bahrain, Kuwait, and Oman, read our GCC startup equity guide.

The fastest way to judge cap table software for Saudi Arabia is to look at what it calls things. Load a company in Vquity, set the region to Saudi Arabia, and check whether the jurisdictions, the valuation label, and the currency match the documents already in your data room. They will.

Frequently asked questions

Does Vquity file anything with the CMA or MISA?

No. Vquity is your equity system of record, not a filing agent. It keeps jurisdictions, grants, rounds, and documents organized under the Saudi profile, with an audit trail and a rolling-12-month activity view, while eligibility analysis, notices, and regulatory submissions stay with you and your counsel.

Does Vquity calculate Zakat?

No. The profile carries Zakat model awareness (your records are framed for a Zakat-assessed company rather than a US tax entity) but the assessment itself belongs with your tax adviser. If you run accounting in Vinance, stock-comp expense posts to the general ledger so your books stay in step.

Can a Saudi company take a SAFE from a US fund in Vquity?

Yes. SAFEs sit on the instrument menu alongside convertible loans and Sharia-structured instruments like Mudaraba. The close-round wizard converts outstanding SAFEs with a tested post-money solver when you price the round, and amounts display in your company currency.

We're headquartered in Riyadh but incorporated a holding company abroad. Which profile do we pick?

Match the profile to the issuing entity, the company whose shares are actually on the cap table. A Delaware or ADGM topco uses that region's profile; a Saudi SJSC or LLC uses the Saudi profile. The Academy lesson on regional equity differences covers how the labels and instruments shift.

Move your cap table off the spreadsheet.

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