MENA Venture Law Guide 2025

Practical insights for investors and founders of venture-backed companies

Abdullah Mutawi

Partner and Head of Corporate, MENA

Philip Bahoshy

CEO, MAGNiTT

Introduction

The Middle East venture capital ecosystem can no longer be fairly described as 'nascent' or 'emerging'. In recent years, it has transitioned from experimentation to a phase of real momentum, regulatory evolution, and structural maturity. The past 12 months in particular highlight this shift: deals have grown in scale and complexity, while transaction activity has expanded in both depth and breadth, signalling a market that is increasingly asserting itself on the global stage.

Saudi Arabia, in particular, has achieved a substantial set of milestones, developments, and flagship transactions, rapidly emerging as a regional venture capital superpower in the MENA region.

According to MAGNiTT, Saudi startups raised around USD732 million across 175 transactions in 2024, representing a 14% increase in deal count from the previous year. The Kingdom accounted for 29% of all MENA venture deals and 39% of deployed capital last year. This upward trajectory continued into 2025: by the half-year mark, Saudi had already continued to lead the region with USD860 million raised, representing more than 100% year-on-year growth.

The quality and variety of transactions are also maturing. Tabby’s USD160 million funding round at a USD3.3 billion valuation, Tamara’s USD2.4 billion debt financing with global institutions, and ​​Rize’s USD35 million Series A all underscore fintech’s continued leadership in the market. But the story is broader than payments.

Consumer platforms such as Ninja, which raised USD250 million in pre-IPO capital at a USD1.5 billion valuation, point to a diversification of growth stories. At the same time, regional managers with strong early-stage track records are rolling out dedicated growth funds, while long-awaited secondary markets are starting to emerge, offering founders, early backers, and employees more reliable avenues for liquidity.

These commercial developments have been reinforced by a steady programme of legal and regulatory reform. The Saudi Companies Law of 2022, which came into effect in 2023, represents a significant structural shift. The creation of the Simplified Joint Stock Company (SJSC), the explicit recognition of multi-class share structures (including preferred and redeemable shares), and the removal of the old two-year founder lock-up on incorporation bring Saudi corporate law much closer to global venture practice. These changes enable the implementation of liquidation preferences, conversion mechanics, redemption rights, and class votes, familiar tools to international investors, but previously difficult to establish in the region.

Alongside this, the modernisation of capital markets has accelerated. Reforms have clarified buy-back and treasury share policies, strengthened the Nomu (parallel market) pathway, and expanded the scope for cross-border listings. The recognition of Tadawul as a peer secondary listing venue by other exchanges is a symbolic but important proof point. Together, these reforms mean that IPOs and structured secondary transactions are no longer aspirational concepts but executable routes.

While progress has been made, the regional venture ecosystem's long-term success will hinge on narrowing what could be seen as a credibility gap. Three areas, in particular, merit closer attention.

Governance

Many venture-backed companies continue to face challenges with boards that may be overly passive or, at times, unintentionally divert management’s focus. An 'accelerating board' that partners with management to create value remains the gold standard, but it is not yet a universal practice in the region. Legal reforms can only go so far, and the discipline of active, professional governance must be embedded by investors and founders alike.

Employee ownership

The market now has the legal framework for employee share option plans (ESOPs), but their effectiveness will depend on thoughtful design and adequate capitalisation. Pools should be sized at 10%–15%, refreshed across rounds, and structured with robust vesting and protection mechanics. More importantly, ESOPs must eventually deliver liquidity. Without credible exits, equity becomes a hollow promise rather than a motivational tool.

Secondary liquidity

A thriving secondary market is essential for recycling capital, providing early investors with exits, and giving employees tangible value for their equity. That requires putting the right governance structures in place, such as ROFRs, drag-along and tag-along rights, and smooth transfer mechanisms, alongside building a broader base of credible secondary buyers, from dedicated funds to regional family offices. Clear valuation practices and thoughtfully timed liquidity windows can help shift secondaries from being a side consideration into a more integral part of the ecosystem.

Taken together, these developments suggest that the Middle East venture capital market is entering a new chapter. The foundations, capital flows, legal frameworks, and governance standards are stronger than ever. What is needed now is execution: consistent good news stories, repeatable exits, and proof that venture equity in the region can generate real outcomes for founders, employees, and investors alike.

This Guide is designed to support that process. In the following articles, we examine the legal architecture of venture capital transactions in the Middle East, including:

  • entity structures
  • share classes
  • governance mechanics
  • exits
  • employee ownership and other relevant aspects.

Our aim is to demystify the frameworks, highlight the reforms, and provide practitioners and investors with the tools to execute transactions confidently in the region.

The story of venture capital in the Middle East is no longer one of potential – it is one of delivery. But the next phase will depend on deepening the ecosystem’s maturity, making liquidity pathways credible, and aligning the legal system with global best practice. We hope this Guide contributes to that journey.

© Taylor Wessing LLP 2025

© Taylor Wessing LLP 2025