Why transfer pricing is becoming a governance priority for Saudi family offices

By Gopal Agarwal, Director, Ryan, Saudi Arabia

When “It’s All Within the Family” Is No Longer Enough

When the Zakat, Tax and Customs Authority (“ZATCA”) amended the Kingdom’s Transfer Pricing By-Laws in 2023, the change was largely viewed as a technical expansion of the existing framework. Transfer pricing obligations, which had historically applied to income taxpayers and mixed-ownership entities, were extended to Zakat payers for financial years beginning on or after 1 January 2024.

Since then, the broader significance of that change is becoming clearer.

The amendment brought transfer pricing into the world of Saudi-owned corporate groups, including some of the Kingdom’s largest and most established family businesses. Many of these groups have no foreign parent, no offshore intellectual property and no cross-border royalty arrangements. Their businesses may be entirely Saudi in ownership and operations. For many, transfer pricing had therefore been viewed as a concern primarily for multinational groups managing transactions across borders.

That assumption no longer holds. For many family-owned groups, including wholly Saudi-owned groups with no foreign parent or cross-border transactions, transfer pricing is now firmly within the compliance landscape.

The critical point is that transfer pricing does not depend on a transaction crossing a border. The Saudi Transfer Pricing By-Laws apply to controlled transactions between related parties or persons under common control. A transaction between two Saudi companies owned by the same family can thereby fall within the transfer pricing framework, even where there is no international element.

The Border Is No Longer the Boundary

This is particularly relevant for family offices because their structures naturally contain a network of related entities – holding companies, operating businesses, real estate vehicles, investment entities and the family office itself. As these structures have evolved, so have the arrangements between them.

A family group may have intercompany loans provided without interest, management services charged at a nominal or flat fee, properties leased at historic rates, guarantees provided without consideration and shared employees whose costs are never formally allocated. These arrangements may have made perfect commercial sense when viewed as decisions within a single family-owned economic unit.

The transfer pricing regime asks a different question: would independent parties have agreed to the same arrangements on the same terms, and can the group demonstrate why?

The challenge for family offices is hence often not a lack of commercial rationale. It is that the rationale has historically existed in people’s understanding rather than in agreements, policies, benchmarking or contemporaneous documentation.

The Transactions Hiding in Plain Sight

For many family groups, the hardest question is surprisingly basic: what related-party transactions do we have?

Family businesses often operate through multiple entities, finance teams and accounting systems. Some arrangements are documented formally; others exist through journal entries, emails or simply an established way of working. Shared employees, IT, procurement, finance and management support may never have been separately identified as intercompany transactions.

Transaction mapping is consequently an important starting point. The objective is not simply to identify intercompany invoices, but to understand how funding, services, people, assets, intellectual property and economic benefits move across the group.

This becomes particularly important during succession, restructuring or consolidation. What appears internally to be a straightforward family restructuring may require a different assessment from a transfer pricing perspective.

Disclosure Today, Documentation Tomorrow

Two documents sit at the heart of the documentation requirement. The Master File describes the family group as a whole, its ownership and organizational structure, main business activities, intercompany financing arrangements and overall transfer pricing policies. The Local File focuses on the Saudi entity itself. It sets out each related-party transaction, who performs which functions, owns which assets and bears which risks, and includes a benchmarking analysis showing that the pricing is consistent with what independent parties would have agreed. Together, the two files allow ZATCA to understand both the group and the individual transaction, and to test whether the pricing can be supported.

For Zakat payers with related-party transactions, the Controlled Transaction Disclosure Form (“CTDF”) is required with the annual return within 120 days of year-end, together with the required auditor’s affidavit[1]. This disclosure requirement is broader than the thresholds determining whether Local File and Master File documentation is required. So, a transaction falling below the documentation threshold does not necessarily fall outside the disclosure framework.

The documentation requirements are phased in. For financial years 2024 to 2026, a group with related-party transactions of up to Saudi riyal (SAR) 48 million is not required to prepare Local File and Master File documentation, preparation is optional for transactions between SAR 48 million and SAR 100 million, and it is required for transactions of SAR 100 million or more. From 2027, documentation becomes mandatory for transactions above SAR 48 million.

The significance of 2027 is therefore clear: the transition period is narrowing.

Once requested by ZATCA, Local and Master Files generally need to be produced within 30 days. For a group that has already mapped its transactions and established its transfer pricing policies, this may be manageable. For one beginning the exercise only after receiving a request, 30 days can be a very short period in which to reconstruct agreements, obtain financial information and undertake benchmarking.

The sensible approach is to use the transition period proactively – understand the group’s related-party transactions, identify potential gaps and formalize arrangements before the requirements become more demanding.

In this context, transfer pricing discipline can become a broader governance signal. A group that can clearly explain who performs a function, who owns an asset, who bears the risk, who receives the benefit and why an intercompany charge exists demonstrates a level of institutional maturity that extends beyond tax compliance.

The Question Family Offices Should Be Asking Now

For Saudi family businesses, transfer pricing represents a shift from viewing related-party arrangements primarily through the lens of common ownership to considering them through the lens of economic substance and commercial rationale.

The objective is not to formalise every family-business decision or impose complexity where none is warranted. Rather, it is to ensure that transactions between related entities have a clear commercial basis, are appropriately priced where required, and can be supported by evidence that reflects how the business actually operates.

As 2027 approaches, the transition period should be viewed not merely as time before a compliance deadline, but as an opportunity to strengthen the governance of the family enterprise.

The real test is not whether a family group has related-party transactions. It is whether the group understands them, has a defensible basis for them, and can demonstrate that basis when required.

Disclaimer: This article is intended for general information only and does not constitute tax, legal, accounting or other professional advice. It reflects the tax rules in force as of the publication date, and the described regulatory landscape continues to develop. Readers should obtain professional advice appropriate to their own facts and circumstances before acting on any matter discussed.

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