Saudi-Arabien Wirtschaftshandbuch Saudi Arabia Business ... - Ghorfa

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franchising
Franchising wird durch gesetzliche Vorschriften geregelt,
die wiederum auf das Handelsvertretergesetz verweisen.
Daraus ergibt sich, dass die vorhergehenden Ausführungen
auch für Franchiseverträge Geltung haben.
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commerIcAl AGent lAw
The Saudi Commercial Agent Law (HVG) and its implementation
regulations (HVG-AB) differentiate between
the commercial agent and the distributor. This is due to
the working methods, i.e. the content of the work, however,
in contrast to German law it does not have any legal
bearing. From a legal point of view both are equal.
commercial agent / distributor
The commercial agent acts as a broker between the foreign
manufacturer and the local customer for a commission
fee. The distributor acts as an independent dealer on
his own responsibility and at his own risk. This means he
purchases the products from the manufacturer and sells
these under his own name and on his own account in the
market. Art. 1 HVG-AB includes this differentiation;
whilst it does not define the difference, it accepts the distinction
as given.
Qualification as a commercial agent / distributor
Only companies owned to 100% by Saudis may work as
commercial agents/distributors. One exception here are
citizens of the members states of the Gulf Cooperation
Council (GCC). These may found joint companies with
Saudi citizens for trading purposes, and can then act accordingly
as a commercial agent / distributor. A further
exception here will be a change effected by the entry to
the WTO as stated in the declaration of entry. According
to this, if a foreign investor invests 20 million SR, foreign
financial interest in the commercial agent is allowed. This
may be 51% initially and be even raised to 75% of the
shares by 2008.
Qualification as the principal
Only two different types qualify as the principal, i.e. the
company granting the representation rights. On the one
hand, the producer can act as the businessman himself.
On the other, the producer’s commercial agent can qualify
as the principal if this commercial agent is based in the
producer’s state (Art. 1, HVG-AB). This means it is not
possible to select an agent in another Arab state, who in
turn appoints a Saudi agent. A concept of this kind is not
permitted under the Saudi Commercial Agent law.
registration
Commercial agent and distributor agreements need to be
registered in the commercial agent register of the Saudi
Ministry of Trade. Failure to register is a legal offence;
however this regulation is rarely applied in practice. In
addition, a non-registered agreement is still a legally
binding agreement, imports can be realised and rights resulting
from the agreement enforced in Saudi courts. This
is a major difference to the commercial agent laws in the
other Arabian Gulf states, in which rights resulting from
a non-registered agreement within the state cannot be
enforced. Despite this, the registration of the agreement
gives the commercial agent a lever in the event of termination
(see here the sub-section on compensation). For
this reason, serious thought should be given to whether or
not it might be better to draft and conclude the agreement
so that it can be registered. The set of documents ready
for registration include the notarised signatures of the
manufacturer by the responsible Chambers of Industry
and Commerce, and further authentication by the federal
administration office, and the Ghorfa and the Saudi
Arabian embassy.
Specimen agreement
Specimen agreements are available from the Saudi Ministry
of Trade. However this specimen agreement only provides
a framework and is clearly non-binding. This means
that agreements are therefore freely negotiable. This freedom
is only restricted by certain minimum requirements
set by the Ministry of Trade during registration, that result
from the relevant statutory regulations pertaining
to the commercial agent law. In particular, this includes