Rules on the Offer of Securities and Continuing Obligations (OSCO)

Structure, Scope, and Key Provisions of the Primary Disclosure Framework

First: Introduction

The Rules on the Offer of Securities and Continuing Obligations (OSCO) are the cornerstone document governing continuous disclosure in the Saudi capital market. Issued by the Capital Market Authority through Board Resolution 3-123-2017 dated 9/4/1439H (27/12/2017G), OSCO unified previously scattered disclosure requirements into a comprehensive framework. The Rules cover both the initial offering of securities (prospectuses, IPOs, secondary offerings) and the continuing obligations of issuers (ongoing disclosures throughout the listing). This article focuses on the continuing obligations portion, which forms the backbone of the continuous disclosure regime.

OSCO has been amended several times since its issuance — most notably in 2019 (cross-listing framework), 2022 (refinements), 2023 (alignment with new Companies Law), 2024 (Resolution 3-114-2024), and 2025 (Resolution 1/53/2025 adding Saudi Depositary Receipts). Understanding OSCO is essential for any listed company, board member, or compliance professional. This article provides a comprehensive review of the Rules’ structure, scope, key provisions, and recent amendments.

💡  Key Insight OSCO is not a static document — it is a living regulatory framework that has evolved through six rounds of amendments in eight years. This pace reflects the rapid maturation of the Saudi capital market and its alignment with international best practices. Companies that treat OSCO as a one-time learning project will fall behind; those who track amendments continuously and integrate updates promptly will stay ahead.

Second: Historical Context

1. Origins

1.1 Pre-OSCO Framework

• Multiple regulations, scattered.
• Listing Rules of 2004.
• Offering Rules separate.
• Inconsistencies.

1.2 Need for Consolidation

• Comprehensive framework needed.
• Modern, aligned with international standards.
• Clearer obligations.
• Better protection of investors.

2. Issuance (2017)

2.1 The Resolution

• CMA Board Resolution 3-123-2017.
• Dated 9/4/1439H (27/12/2017G).
• Substantial document.
• Replacing earlier rules.

2.2 Significance

• Unified framework.
• International alignment.
• Foundation for market growth.
• Reference for stakeholders.

3. Amendments Timeline

Year	Amendment	Key Focus
2019	Cross-listing framework	Enabling dual listings
2022	Various refinements	Operational improvements
2023	Companies Law alignment	Effective 19/01/2023G
2024	Resolution 3-114-2024	Effective 7 October 2024
2025	Resolution 1/53/2025	Saudi Depositary Receipts

Third: Structure of OSCO

1. Overall Architecture

OSCO is organized into multiple parts:

• General provisions.
• Offering rules (prospectuses, IPOs).
• Continuing obligations.
• Specialized provisions.
• Procedural rules.

2. Continuing Obligations Section

2.1 Coverage

• Periodic financial disclosure.
• Annual reports.
• Immediate disclosure.
• Specialized disclosures.
• Submission requirements.

2.2 Application

• All listed issuers on Tadawul.
• Main Market and Parallel Market (Nomu).
• With distinctions in some areas.
• Foreign issuers (if applicable).

3. Definitions

3.1 Key Terms

• Issuer.
• Listed Securities.
• Material Information.
• Insider.
• Related Party.
• Significant Subsidiary.

3.2 Precision

• Precisely defined.
• To minimize ambiguity.
• Reference in disclosures.
• Updated with amendments.

Fourth: Periodic Disclosure Requirements

1. Quarterly Financial Statements

1.1 Main Market Requirements

• For Q1, Q2, Q3 (not Q4).
• Within 30 days of quarter end.
• Limited review by external auditor.
• Approved by the Board.

1.2 Parallel Market Requirements

• Half-year statements.
• Within 45 days.
• Less frequent than Main Market.
• Limited review.

1.3 Content

• Statement of financial position.
• Statement of profit or loss.
• Statement of cash flows.
• Statement of changes in equity.
• Notes.
• Comparative information.

2. Annual Financial Statements

2.1 Timeline

• Within 90 days of fiscal year end.
• For Main Market and Nomu.
• Strict deadline.
• Full audit required.

2.2 Content

• Full IFRS-compliant statements.
• Auditor’s report.
• Complete notes.
• Two-year comparatives.
• Segment information.

3. Annual Board of Directors Report

3.1 Timing

• Available to shareholders 21 days before AGM.
• Published with financial statements.
• On IFSAH and company website.

3.2 Content (per Article 90 of CGR)

• Company description.
• Financial performance.
• Risk management.
• Governance information.
• Board composition and meetings.
• Remuneration details.
• Related party transactions.
• Internal control.
• Compliance with CGR.
• Stakeholders information.

Fifth: Immediate Disclosure Requirements

1. The Core Obligation

1.1 Article 32 of OSCO

Material information must be disclosed:

• As soon as the company knows.
• Through IFSAH.
• Without unjustified delay.
• To the public.

1.2 Standard

• Information affecting investor decisions.
• Or share price significantly.
• Judgment-based assessment.
• Document the analysis.

2. Categories of Material Events

2.1 Financial Events

• Material profit/loss changes.
• Major transactions.
• Asset sales/acquisitions.
• Financial disputes.

2.2 Management Events

• CEO/Chairman changes.
• Board resignations.
• Senior executive changes.
• Auditor changes.

2.3 Strategic Events

• M&A activity.
• Strategic agreements.
• Business pivots.
• Market expansions/exits.

2.4 Legal Events

• Major lawsuits.
• Court rulings.
• Settlement agreements.
• Investigations.

2.5 Regulatory Events

• License changes.
• Compliance issues.
• Sanctions.
• Regulatory inquiries.

2.6 Operational Events

• Major incidents.
• Production disruptions.
• Significant discoveries.
• Technology breakthroughs.

3. Confidentiality Before Disclosure

3.1 The Tension

• Information must be confidential before disclosure.
• To prevent insider trading.
• To ensure equal access.
• To avoid market disruption.

3.2 Insider Lists

• Maintained for material non-public information.
• Limited to need-to-know.
• With confidentiality agreements.
• Updated continuously.

3.3 Trading Suspension Option

• If unable to disclose promptly.
• Request trading suspension.
• Through Tadawul.
• To prevent unfair trading.

⚠️  Caution The immediate disclosure obligation can be deceptively complex. The decision tree involves: Is information material? Is it final enough? Is timing appropriate? Should trading be suspended? Are all approvals in place? Companies that have rehearsed these decisions handle them smoothly when they arise. Companies that face them for the first time during a crisis often stumble.

Sixth: Specialized Disclosures

1. Major Shareholders (5%+)

1.1 Initial Disclosure

• Upon crossing 5%.
• Within 5 business days.
• Through IFSAH.
• By the shareholder.

1.2 Subsequent Changes

• Every 1% change.
• Up or down.
• Within 5 business days.
• Continued obligation.

1.3 Definitions

• Direct ownership.
• Indirect ownership.
• Arrangements (derivatives, agreements).
• Joint actions.

2. Insiders

2.1 Who Is an Insider

• Board members.
• Senior management.
• Employees with material information access.
• First-degree relatives.

2.2 Disclosure Obligations

• All trades in company securities.
• Within 5 business days.
• Through IFSAH.
• Detailed information.

2.3 Trading Restrictions

• Blackout periods.
• Before financial announcements.
• Approximately 30 days.
• Strict enforcement.

3. Related Party Transactions

3.1 Definition

• Transactions with related parties.
• As defined in OSCO and CGR.
• And Companies Law.
• Broad scope.

3.2 Disclosure

• Immediate for material transactions.
• Annual in the Board report.
• With details (parties, values).
• Approval procedures.

4. M&A

4.1 Tender Offers

• Disclosure of intention.
• Formal offer.
• Progress updates.
• Outcome.

4.2 Acquisitions

• Material acquisitions.
• Threshold disclosures.
• Completion announcements.

Seventh: Recent Amendments

1. 2024 Amendments (Resolution 3-114-2024)

1.1 Effective Date

• Issued 4 Rabi Al-Thani 1446 / 7 October 2024.
• Various effective dates.
• Implementation guidance issued.

1.2 Key Changes

• Refinements to several disclosure provisions.
• Enhanced clarity in definitions.
• Aligned with broader regulatory updates.
• Implementation considerations.

2. 2025 Amendments (Resolution 1/53/2025)

2.1 Effective Date

• Issued 21 Dhu Al-Qa’dah 1446 / 19 May 2025.
• Recent.
• Implementation ongoing.

2.2 Saudi Depositary Receipts

• New framework for SDRs.
• Enabling listings of foreign securities.
• Disclosure requirements.
• Important development for market access.

3. Implementation Considerations

3.1 For Companies

• Review current practices.
• Identify changes needed.
• Update procedures.
• Train personnel.

3.2 For Advisors

• Stay current with amendments.
• Advise clients.
• Update templates.
• Update training materials.

Eighth: Compliance with OSCO

1. Building a Compliance Program

1.1 Policy Foundation

• Comprehensive disclosure policy.
• Aligned with OSCO.
• Specific procedures.
• Decision frameworks.

1.2 Roles and Responsibilities

• Disclosure officer designated.
• Backup arrangements.
• Board oversight.
• Audit committee monitoring.

1.3 Training

• For board and management.
• For insiders.
• For disclosure officer.
• Regular and updated.

2. Operational Aspects

2.1 Monitoring Materiality

• Continuous monitoring.
• Of business developments.
• Of external events.
• Of market signals.

2.2 Decision Process

• Materiality assessment.
• Cross-functional consultation.
• Legal review.
• Approval workflow.

2.3 Execution

• Drafting the disclosure.
• Quality control.
• IFSAH submission.
• Public communication.

3. Continuous Improvement

3.1 Post-Disclosure Review

• Assess what went well.
• Identify improvements.
• Update procedures.
• Learning organization.

3.2 Audits

• Internal audit reviews.
• External periodic assessments.
• Benchmarking.
• Continuous refinement.

Ninth: Common Compliance Issues

1. Late Disclosures

1.1 Causes

• Delayed materiality assessment.
• Approval bottlenecks.
• Translation delays.
• Technical issues.

1.2 Prevention

• Rapid assessment procedures.
• Pre-approved templates.
• Parallel translation processes.
• Reliable systems.

2. Incomplete Disclosures

2.1 Causes

• Missing required elements.
• Insufficient detail.
• Lack of context.
• Inconsistent with other disclosures.

2.2 Prevention

• Standardized templates.
• Comprehensive checklists.
• Multiple reviewers.
• Consistency checks.

3. Selective Disclosures

3.1 The Risk

• Information to some parties first.
• Before public disclosure.
• Major violation.
• Significant penalties.

3.2 Prevention

• Strict communication protocols.
• Insider list management.
• Investor relations guidelines.
• Training and awareness.

4. Translation Issues

4.1 Causes

• Arabic vs English discrepancies.
• Inconsistent terminology.
• Quality variations.

4.2 Prevention

• Professional translators.
• Glossaries.
• Quality review.
• Cross-checking.

Tenth: OSCO and Other Regulations

1. Relationship with CGR

• OSCO governs disclosure.
• CGR governs corporate governance.
• Complementary frameworks.
• Many disclosures stem from CGR requirements.

2. Relationship with Market Conduct

• Market Conduct Regulations govern conduct.
• Including insider trading.
• OSCO disclosures support enforcement.
• Integrated framework.

3. Relationship with M&A Rules

• M&A Regulations govern transactions.
• OSCO governs disclosures during transactions.
• Coordinated requirements.
• Specialized provisions.

4. Relationship with International Standards

• IFRS for financial statements.
• ISSB for sustainability.
• IOSCO for principles.
• Convergence over time.

Eleventh: The Evolution Continues

1. CMA Strategic Plan 2024-2026

1.1 Ongoing Modernization

• Comprehensive review.
• Alignment with international standards.
• Market development.
• Investor protection.

1.2 Expected Areas

• Sustainability disclosures (ESG).
• Climate-related (TCFD/ISSB).
• Digital governance.
• Cross-listing facilitation.

2. Global Trends

2.1 Sustainability

• ISSB Standards adoption globally.
• Climate disclosures mandatory in many jurisdictions.
• Saudi alignment expected.

2.2 Digital

• XBRL adoption increasing.
• AI in disclosure processing.
• Real-time data.
• Investor-friendly formats.

2.3 Investor Protection

• Enhanced minority rights.
• Better related party rules.
• Strengthened insider trading rules.
• Class action mechanisms.

Twelfth: Best Practices

1. At the Strategic Level

• View OSCO as foundational: not just regulatory.
• Investment in capabilities: long-term.
• Integration with strategy: and operations.
• Tone from the top: supporting transparency.

2. At the Operational Level

• Modern systems: for efficiency.
• Trained personnel: continuously.
• Strong external advisors: for complex matters.
• Continuous monitoring: of amendments.

3. At the Compliance Level

• Comprehensive policies: covering all areas.
• Regular audits: internal and external.
• Documented decisions: for materiality.
• Continuous improvement: based on experience.

4. At the Investor Communication Level

• Beyond compliance: strategic communication.
• Clear and accessible: language.
• Multiple channels: to reach all investors.
• Feedback loops: to improve.

Conclusion

The Rules on the Offer of Securities and Continuing Obligations (OSCO) form the backbone of the Saudi capital market’s continuous disclosure regime. Since their issuance in 2017, OSCO has undergone substantial evolution, with the most recent amendments in 2024-2025 reflecting the dynamic nature of the regulatory environment. Saudi companies must navigate a sophisticated framework that requires careful attention to materiality, timing, content, and channels of disclosure.

Companies that excel in OSCO compliance share common characteristics: comprehensive policies, qualified disclosure officers, strong technology systems, continuous training, and a culture that values transparency. These companies don’t just comply — they leverage disclosure as a strategic asset that builds investor trust, attracts capital, and supports long-term value creation. As OSCO continues to evolve through 2026 and beyond, with expected developments in sustainability, climate, and digital disclosures, the companies that invest now in disclosure excellence will lead the next phase of the Saudi capital market’s growth.

🎯  Essential Points to Remember (1) OSCO = primary regulatory framework, issued 2017, amended through 2025. (2) Two main areas: offerings + continuing obligations. (3) Continuing obligations: periodic (quarterly, annual) + immediate (event-driven) + specialized. (4) Quarterly: 30 days Main, 45 days half-year Nomu. (5) Annual: 90 days. (6) Immediate: as soon as company knows, through IFSAH. (7) Specialized: 5%+ shareholders, insiders, RPTs, M&A. (8) 2024 amendments (Resolution 3-114-2024) refined multiple provisions. (9) 2025 amendments (Resolution 1/53/2025) added Saudi Depositary Receipts framework. (10) Integrated with CGR, Market Conduct, M&A, and international standards.

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FAQS

What is OSCO and when was it issued?

OSCO stands for the Rules on the Offer of Securities and Continuing Obligations, issued by the CMA through Board Resolution 3-123-2017 dated 27 December 2017G, and it unified previously scattered disclosure requirements into a comprehensive framework covering both initial offerings and the continuing obligations of listed issuers.

How many times has OSCO been amended since its issuance?

Six rounds of amendments in eight years: in 2019 to enable a cross-listing framework, in 2022 for operational refinements, in 2023 to align with the new Companies Law, in 2024 through Resolution 3-114-2024 effective October 2024, and in 2025 through Resolution 1/53/2025 adding the Saudi Depositary Receipts framework.

What is the core immediate disclosure obligation under Article 32 of OSCO?

Material information must be disclosed as soon as the company becomes aware of it, without unjustified delay, through IFSAH and to the public, based on a judgment-driven assessment of whether the information would affect investor decisions or significantly move the share price, with the decision analysis documented.

References and Sources

• Rules on the Offer of Securities and Continuing Obligations (OSCO) — CMA Resolution 3-123-2017.
• OSCO Amendments — 2019, 2022, 2023.
• OSCO Amendments — Resolution 3-114-2024 (October 2024).
• OSCO Amendments — Resolution 1/53/2025 (May 2025).
• Capital Market Law (Royal Decree M/30).
• Saudi Companies Law (Royal Decree M/132).
• Corporate Governance Regulations.
• Tadawul Listing Rules.
• CMA Strategic Plan 2024-2026.
• Baker McKenzie & PwC — Analysis of OSCO Amendments.