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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Exclusive Interview with Nasir Khan, Co-Founder, Synovo

The MENA startup ecosystem is shifting from growth at all costs to sustainable business models. What has changed, and what does it take to build a financially resilient startup from the outset?

I think the biggest change is that investors have become less willing to finance a business model indefinitely while founders work out the economics. A few years ago, a compelling growth story could carry a lot of weight. Today, people want to know what each additional customer costs, when that customer becomes profitable and how much cash the company needs to get there.

For me, resilience starts with knowing the difference between revenue, profit and cash. Having worked across telecom distribution, factoring and healthcare ventures, I’ve seen businesses look healthy on paper while working capital quietly becomes their biggest problem.

My advice is to start small enough to test your assumptions, know your margins well and build a business that can survive a slow month, not just celebrate a good one.

Raising capital is only one step towards building a successful business. What financial mistakes do startups commonly make after securing investment, and how can they avoid them?

The most common mistake is treating money in the bank as proof that the business has succeeded. Suddenly there is a bigger office, a larger team and three new markets on the roadmap, before the original model has really been proven. Fixed costs rise quickly, and reversing them is much harder.

I prefer to see founders tie each stage of spending to a milestone: demonstrating repeat purchases, shortening the sales cycle, improving gross margin or reaching a defined number of paying customers.

I’d also keep a fallback plan in case the next round takes twice as long as expected. Fundraising buys time, but what matters is what you prove during that time.

Drawing on your experience in structured finance, how should MENA founders choose between equity, debt and other financing options at different stages of growth?

I spent years in factoring and structured finance, and one lesson has stayed with me: match the type of financing to the risk you are financing.

Equity makes sense when the product, market or revenue model is still uncertain, because investors are sharing the risk of finding out whether the business works. Debt is better suited to predictable cash flows or identifiable assets. Once a business has reliable receivables, trade finance or factoring can fund working capital without giving away more ownership.

But debt is not a cure for an unprofitable business. It creates a payment obligation whether the next contract arrives or not. Founders should also watch for currency mismatches and personal guarantees. The cheapest-looking capital is not always the safest.

Access to capital varies across MENA markets. How should founders in emerging startup hubs approach financial planning differently from those in established ecosystems such as the UAE and Saudi Arabia?

First, I would resist treating MENA as a single market. Access to investors is only one difference. Collection cycles, currency exposure, regulation, customer purchasing power and the availability of experienced hires all change from country to country.

In a smaller funding ecosystem, I would plan for a longer fundraising process and keep costs as variable as possible. A local commercial partnership is often more useful early on than opening a fully staffed operation.

Even in the UAE or Saudi Arabia, access to capital does not mean every startup is fundable. Founders still have to show that they understand their own market. Expansion should follow customer evidence, not a regional map in a pitch deck.

Cash flow is critical to a startup’s survival. Which financial metrics should founders monitor, and how can they maintain cash flow discipline while pursuing growth?

I would start with five things: cash in the bank, monthly net burn, runway, gross margin and the time between invoicing a customer and actually collecting the money.

For subscription businesses, retention and customer acquisition cost matter enormously. For businesses selling to corporates or governments, receivables ageing can be just as important as revenue growth.

A simple weekly cash forecast looking 13 weeks ahead can prevent a lot of unpleasant surprises. I also like a monthly downside scenario: what happens if collections are delayed, or sales come in 25% below plan?

These are not glamorous exercises, but I’ve seen how quickly a growing business can run into trouble when sales rise faster than the cash needed to deliver them.

What makes a startup truly investor-ready today, particularly in terms of financial reporting, governance, unit economics and operational discipline?

Investor readiness is not a beautiful data room put together two weeks before a meeting. It is the discipline with which the business has been run over the previous year.

Can the founder explain the margin on a customer? Reconcile revenue to cash received? Show who owns the company, what obligations exist and which assumptions sit behind the forecast? Do they know how much of their revenue depends on a handful of customers?

In healthcare ventures such as Synovo, which I co-founded, financial planning also has to reflect clinical evidence, regulatory requirements and hospital procurement cycles. Ignore those realities and even an attractive forecast becomes meaningless.

Investors understand that early-stage businesses will not have perfect systems. What worries them is when founders cannot explain their numbers or become defensive when challenged. Being candid about risks usually strengthens investor confidence rather than weakening it.

How can MENA founders balance growth with profitability and reduce dependence on repeated funding rounds? When should they rethink their strategy if new investment fails to materialise?

Profitability does not need to arrive on day one, but the route to it should be visible. The test I use is whether growth improves the economics or simply increases the losses. If every new customer makes the funding gap bigger, scale is not solving the problem.

I would review the plan well before the runway becomes critical. If investment is uncertain, narrow the product range, protect the best customers, reduce fixed commitments and concentrate on revenue that turns into cash.

Sometimes a smaller, profitable core is the right foundation for a much larger company. Waiting until the last three months of cash to make those decisions usually leaves very few good options.

Through your involvement with the London Business School MENA Startup Competition, what distinguishes genuinely scalable startups from those with compelling pitches, and what will define the next generation of successful MENA businesses?

The competition reminded me that a polished pitch and a scalable business are two different things. The founders who caught my attention were not necessarily the ones with the grandest projections. They were the ones who could explain what customers had actually done, what they had learned from being wrong and what the next round of capital would achieve.

Our shortlisted teams were mentored by LBS alumni and volunteers, and it was encouraging to see founders willing to challenge their own assumptions rather than defend them.

I think the next generation of strong MENA businesses will combine regional ambition with local execution, sensible capital structures and the ability to earn customer trust.

Winning a competition can open doors. What founders build after the applause is what ultimately counts.

Dr. Nasir Khan is a medical doctor, entrepreneur and Sloan Fellow from London Business School. He has been building businesses since 2001 across telecom distribution, financial services, medtech and process manufacturing, and has co-founded ventures including Synovo, a UK-based digital health platform. He has also served as a judge for startup induction at the Punjab Information Technology Board’s incubation programme in Lahore and is Co-President of the LBS Entrepreneurship Club, MENA.

With Dubai fast-tracking agentic AI and AI use among DIFC financial firms rising sharply, Samir Akel, Regional Vice President, Emerging Markets at Nintex, sets out how orchestration turns agentic AI into results for UAE banks and insurers.

This week, much of the region’s technology community has gathered in Abu Dhabi for AI Everything, and the question on the show floor has moved on. A year ago, banks and insurers asked whether to deploy AI agents; today they want to know how to make those agents deliver results across an entire customer journey.

Government is setting the pace. On 5 October, the Dubai Future Foundation launched an agentic AI accelerator covering 33 government entities and more than 300 public-facing use cases, building on the federal target to run half of government services and operations on agentic AI within two years. Few countries have put a number and a deadline on agentic AI. The UAE has done both.

Finance is keeping up. The Dubai Financial Services Authority’s survey of 661 DIFC firms found that 52% now use AI, up from 33% a year earlier, while generative AI use rose by 166%; the regulator also noted that, for many firms, adoption is still at an early stage. UAE finance has AI in many places. The value comes when those pieces work together.

Work in financial services is fragmented

Follow a corporate account opening at a typical UAE bank. The application lands in a portal or a relationship manager’s inbox; documents and identity are checked, sanctions screening runs in a separate tool, a risk team reviews the file, a committee signs it off and operations sets up the account in core banking. That’s six steps, six systems and one waiting customer.

AI agents speed up individual steps: an agent can extract a trade licence in seconds or draft a risk summary in minutes. Then the file sits in a queue for a reviewer who has no idea it is ready. The task gets faster, while the journey stays as slow as its slowest handoff.

That gap is the coordination tax, made up of the hours lost chasing approvals, re-keying data and fielding “where is my application?” calls. In banking, insurance and payments, where one journey can cross half a dozen teams, it is often the largest cost nobody actually measures.

Process is the foundation

Institutions that turn AI into outcomes start by understanding how work actually runs, and regulated firms have a head start here because they already document their processes for supervisors. The task is to map those processes as they really operate (workarounds and exceptions included) and give each step to the right worker.

Steps that must run identically every time, such as sanctions checks and payment releases, suit rules-based workflow. Reading documents and reasoning over unusual cases suit AI agents. Judgement belongs to people. With the Central Bank’s AI guidance for the sector placing clear emphasis on human oversight, deciding where people sit in a process is now part of designing it.

Orchestration makes AI operational

Once the process is clear, orchestration connects it. It coordinates people, systems, data and agents across a whole journey, deciding who or what acts next and routing exceptions to the right person before they become delays.

Think of an airport, where more aircraft add capacity only when air traffic control sequences them. AI agents work in the same way.

For a bank or insurer, orchestration brings one view of every application, claim or payment. Core banking and policy platforms keep their role while work flows between them, and each orchestrated journey becomes a template for the next, so the tenth deployment goes live faster than the first.

A 90-day starting point

Finance can borrow the government’s 90-day rhythm. Pick one journey that crosses at least three systems and two departments, such as SME lending or a motor claim, and map it as it runs today. Count the handoffs and measure the time lost between them; that figure is your coordination tax. Then assign each step to a rule, an agent or a person, orchestrate the whole journey and track time to decision. Reuse what works.

The orchestrators will lead

At the accelerator launch, Digital Dubai’s Director General said the future of digital government depends on an integrated ecosystem that brings expertise, data and capabilities together. The same holds inside every bank.

Over the next year, the number of AI agent use cases across UAE banking and government will grow rapidly. The institutions that pull ahead will be those with a platform to orchestrate and govern those agents, taking them from pilot to production at scale, while keeping people in control. In the AI era, operational advantage belongs to the orchestrators.