The Capital Market Authority (CMA) called upon relevant and interested persons participating in the capital market to share their feedback on the draft “Regulatory Framework for Debt Instruments Offering Platforms and Investing in Them" by developing the offering of debt instruments by capital market institutions licensed to conduct arranging activities in the context of securities crowdfunding. The consultation period will last for a period of 30 calendar days ending on 25/10/1446H corresponding to 23/04/2025.

The Draft aims to develop the regulatory framework for debt instruments offering and investing platforms in them by defining the regulatory requirements for conducting the activity and specifying the licensing requirements. This, in turn, will ensure alignment with ongoing developments in the regulatory environment of the capital market.

The key proposed elements include enabling capital market institutions to offer debt instruments in the Sukuk and Debt Market if the draft is approved, as well as defining the required licensing for capital market institutions to conduct this activity. This will also allow companies holding a FinTech Experimental Permit to obtain the appropriate license to operate as a capital market institution, contributing to the diversification and sustainability of corporate financing sources and facilitating access to debt instruments for a broader range of investors.

According to the proposed draft, capital market institutions will be required to obtain an Arranging license in securities activities if they intend to conduct this type of offering. This will enable them to offer debt instruments through securities crowdfunding platforms as one of the exempt offering cases in accordance with the Rules on the Offer of Securities and Continuing Obligations.

Among its key elements is also the development of the requirements for registrable functions and the requirements for safeguarding client funds for capital market institutions licensed to conduct Arranging activities in the course of securities crowdfunding.

The proposed draft contributes to increasing the number of capital market institutions engaged in financial technology activities in the market, as well as expanding the participation of capital market institutions in the offering of debt instruments within the course of securities crowdfunding. This, in turn, leads to a deeper debt instruments market and enhances its attractiveness for issuers and investors, aligning with the CMA's strategic objectives.

It is noteworthy that the activity for debt instruments offering and investing platforms is one of the financial products that has undergone testing in the FinTech Lab. It was proposed for inclusion in the Debt Market as a financial product under securities business activities after reaching sufficient data to support its adoption.

The CMA emphasized that the comments of relevant and interested persons shall be taken into full consideration for the purpose of approving the final Proposed Amendments, which in turn shall contribute to the aim of enhancing and developing the regulatory environment. Opinions and comments can be received through any of the following:

·The Unified Electronic Platform for Consulting the Public and Government Entities (Public Consultation Platform), affiliated with the National Competitiveness Canter through the following link: (istitlaa.ncc.gov.sa).

·The prescribed form through the following email: (Laws.Regulations@cma.org.sa)

The Draft can be viewed via the following link:

The Draft Regulatory Framework for Debt Instruments Offering Platforms and Investing in Them

Prescribed form for providing comments ​