When expanding into Saudi Arabia, Australian businesses face a critical decision: extend your existing entity as a branch or launch a standalone subsidiary. Each route carries its own set of regulatory hurdles—and, importantly, distinct requirements for legalising and authenticating your corporate documents.
Get it wrong, and you risk delays, extra fees or even refusal of your licence application. This guide cuts through the complexity, comparing branch vs subsidiary structures and mapping out exactly which documents you’ll need to authenticate for smooth approval under Saudi law.
Saudi Arabia and the Hague Apostille Convention
Saudi Arabia acceded to the Hague Apostille Convention Abolishing the Requirement of Legalisation for Foreign Public Documents in 2022. This significantly simplifies cross-border document acceptance: Australian documents Apostilled by the Department of Foreign Affairs and Trade (DFAT) are generally recognised in Saudi Arabia without the need for embassy legalisation. However, certain documents or authorities may still request further attestation or authentication locally.
Understanding this distinction is key to setting up your entity correctly.
Branch vs. Subsidiary: Legal Structure Matters
A branch is an extension of the foreign parent company. It is not a separate legal entity, meaning the parent remains fully liable for its activities. A subsidiary, on the other hand, is a separate legal company registered under Saudi law, typically in the form of a Limited Liability Company (LLC), with its own financial and legal responsibilities.
Key Legal Differences
| Aspect | Branch Office | Subsidiary (LLC) |
| Legal Status | Not separate from the parent company | Separate Saudi-registered legal entity |
| Liability | Parent company is fully liable | Limited liability under Saudi law |
| Ownership Requirements | 100% foreign ownership possible in most sectors | May require a local partner in restricted sectors |
| Financial Statements | Consolidated with parent | Independent audited financials required |
Documentation Requirements: What Must Be Apostilled?
Regardless of which structure you choose, documentation must be legalised for use in Saudi Arabia. With Apostille now accepted, the process is faster—but still requires careful handling.
For a Branch Setup
- Commercial Registration (CR) of Parent Company – Must be Apostilled by DFAT.
- Board Resolution Approving Branch Creation – Apostilled with full clarity on the delegation of authority.
- Power of Attorney (PoA) – Naming the branch manager; must also be Apostilled.
- Parent Company Constitution – Must be Apostilled, often required in full.
For a Subsidiary Setup
- Company Constitution (Articles of Association) – Apostilled copy required.
- Board Resolution to Form Subsidiary – Clearly stating capital contribution and objectives.
- Proof of Capital Deposit – Bank statements or confirmation, sometimes requiring notarisation and Apostille.
- Shareholders’ IDs and National Police Certificates – Often required for KYC and residency processing.
Why Use Authentifier?
Authentifier ensures your Australian documents are accepted in Saudi Arabia—delivered on time and in full compliance. Our expert team manages every step—ensuring your documents meet their standards without delays. Whether you’re establishing a branch or forming a subsidiary, Authentifier removes the uncertainty and saves you weeks of potential setbacks.
Start strong in Saudi Arabia. Contact Authentifier today for fast, reliable Apostille services tailored to your business needs.
