# Preparing Your Data Room for Saudi Investors: A Full Guide
*A founder's guide to organising financial records and getting through due diligence intact*

> **In short:** A guide for Saudi startups raising capital: structure your data room, keep records for the statutory periods, and pass investor due diligence.

- **URL:** https://www.snad.io/en/blog/preparing-data-rooms-for-saudi-investors
- **Arabic original:** https://www.snad.io/blog/preparing-data-rooms-for-saudi-investors
- **Category:** Explainers — ERP & Concepts
- **Tags:** Investment, Startups, Funding, Due Diligence, Snad
- **Published:** 2026-04-05
- **Updated:** 2026-08-02
- **Publisher:** Snad (snad.io)

Saudi Arabia is seeing an unprecedented surge in venture capital (VC) and angel investment, supported by a flexible regulatory environment and initiatives such as Monsha'at. Getting the cheque signed is another matter. A smart investor is not satisfied with a polished idea; he digs into your numbers. Due diligence is the real test. If your accounts are scattered across Excel files and loose paper, you can lose the opportunity even when the business itself is working. This article explains how to build an accounting system that makes your data room ready, and impressive, for investors.

## What Investors Look For in Your Startup's Books

An investor is looking for "honesty" and "sustainability". He wants to be sure the profits you quoted in your pitch deck are real profits, recorded in the books. He also focuses on "unit economics": do you make money on every new customer? Running a professional ERP system such as Snad creates an immediate impression of professionalism and seriousness, and it confirms that the company has been managed with an institutional mindset from day one.

## Clarity on Operating Expenses (OPEX) and Monthly Burn Rate

In the early growth stages, investors focus on monthly cash burn and runway. You have to be able to justify every SAR that leaves the account. Is the money going to marketing, to development, or to salaries? Classifying expenses precisely in Snad lets you pull instant reports that lay out your cost structure, which builds investor confidence in your ability to manage their money wisely later on.

## Automating Financial Reports: Trial Balance and Income Statement

When an investor asks for the trial balance for the last 6 months, producing it should not take you a week. A cloud system lets you generate financial statements at the press of a button. The accuracy of those statements, with no fictitious journal entries and no elementary arithmetic errors, is what gets you through the diligence stage. Snad keeps your accounts aligned with international accounting standards and Saudi regulations, which reduces the risk of being turned down over accounting problems.

## Snad: Your Technical Partner from Incorporation to Exit

At Snad we designed the system to support a founder's ambition. You can start on a simple plan, and once funding lands and your team expands, you can switch on the advanced HR, procurement and inventory modules. Snad's ability to keep a digital archive of every invoice and document makes the external audit that investors ask for quick and straightforward. We do not just give you software; we give you the financial infrastructure that makes your company investable and ready to grow globally.

## Data Room Structure: The Folders an Investor Opens First

A data room is not one folder called "Finance". The investor works from a written request list, and every missing item becomes a question that pushes closing back by a week. Organise the files in the structure he expects, not the structure your team is used to.

| Folder | Contents | Source in your system |
|---|---|---|
| 1. Statutory | Commercial registration, the articles of incorporation and their amendments, licences | Company files |
| 2. Financial | Annual financial statements, the monthly trial balance, the general ledger | [General accounting](/accounting) |
| 3. Tax | Registration certificate, returns filed, the invoice archive | Invoicing module |
| 4. Customers | Contracts, receivables ageing, revenue concentration | Sales module |
| 5. Human resources | Contracts, payroll registers, the end-of-service provision | [Payroll](/payroll) |
| 6. Ownership | Shareholder register, general assembly minutes, investor agreements | Governance files |

Standardise file names on a single pattern such as `year_type_period`. The team that opens the room reads the file names before it reads the numbers. Add a master index at the root that maps every item on the request list to a folder number and a file name; that index alone removes dozens of repeat questions.

## Statutory Document Retention Periods: A Reference Table

A recurring question in diligence: "Show me the 2021 invoices." If you have deleted them, the problem is a statutory one, not an organisational one. The following periods are set out in laws currently in force:

| Document | Statutory retention period | Reference |
|---|---|---|
| Invoices, books, records and accounting documents | At least six years from the end of the tax period they relate to | Article 66 of the Implementing Regulations of the VAT Law |
| Movable capital assets, tangible or intangible | The adjustment period of six years plus five years, that is eleven years from the date of acquisition | Articles 52 and 66 of the same Regulations |
| Immovable capital assets attached to land or real estate | The adjustment period of ten years plus five years, that is fifteen years from the date of acquisition | Articles 52 and 66 of the same Regulations |
| Commercial books, correspondence and supporting documents | At least ten years | Article 8 of the Commercial Books Law |

Two conditions many people overlook: records are kept in Arabic, and they are kept inside the Kingdom, either physically or electronically by making the server or the database reachable from a point inside the Kingdom. If your data sits on a tool that cannot do that, you are writing an audit finding for yourself before the audit even begins.

## Proving the Revenue Number: From the E-Invoicing Archive to the Income Statement

An investor will not accept a sales figure pulled out of an Excel file. He asks for a traceable path from the invoice to the bank account, and he tests it on a random sample:

- The electronic invoice and its notes in the archive, in the format and for the periods the law prescribes.
- The matching revenue journal entry in the general ledger.
- The tax return for the same period.
- The collection on the bank statement.

The Zakat, Tax and Customs Authority (ZATCA) resolution on e-invoicing requires electronic records, invoices, notes and related data to be retained, and requires the technical solution to be capable of protecting invoices and notes from any modification or deletion. That capability is precisely what turns your archive from a pile of files into evidence that holds up. Review the [e-invoicing](/zatca) requirements before you open the room, because any gap between the figures in your returns and the figures in your statements will have to be reconciled in writing. Keep a monthly reconciliation sheet ready that ties total sales in the statements to the total in the returns, with the reason for every difference set out.

## Governance and the Ownership Register: What the Companies Law Says

A large share of diligence findings has nothing to do with accounting; it is governance. The Companies Law sets out the following:

- The financial year is twelve months, and the first financial year may run from six months to eighteen months starting from the date of entry in the commercial register.
- The company must keep its accounting records and the supporting documents at its head office or at another place designated by its manager or its board of directors.
- Financial statements are prepared at the end of each financial year in line with the accounting standards adopted in the Kingdom, and are filed within six months of the end of the financial year.
- The annual ordinary general assembly is held at least once within the six months following the end of the financial year.
- An unlisted joint stock company keeps a register of shareholder names and nationalities and the number of shares each of them holds; it must be kept in the Kingdom, and the commercial register must be provided with its data and with any amendment within fifteen days.

The last item makes closing a round a statutory exercise, not just a signature. Update the shareholder register and the commercial register within the deadline, and file an updated copy in the ownership folder straight away.

## Liabilities That Do Not Show on the Balance Sheet

An investor is hunting for the liability that was never recorded. The most common ones in startups:

- End-of-service gratuity that is not provisioned monthly. Estimate the impact in advance with the [end-of-service calculator](/tools/hr/end-of-service-calculator) and present it as a provision in the statements rather than a surprise in diligence.
- Accrued leave balances with no accounting entry against them.
- Amounts received in advance recorded as revenue instead of as a deferred liability.
- Customer contracts carrying termination or exclusivity clauses that affect the quality of recurring revenue.
- Open tax assessments or disputes that have not been disclosed.
- Current accounts or loans between the company and its founders with no written agreements.

The practical rule: every liability you disclose gets discussed, and every liability the investor uncovers gets deducted, either from the valuation or from an amount held back in escrow.

## A Sixty-Day Plan to Get the Data Room Ready

Preparation does not start once the request list arrives. Start it before the first serious meeting.

| Period | Work | Deliverable |
|---|---|---|
| Weeks 1-2 | Close the books for every open period and reconcile the bank accounts | A closed trial balance |
| Weeks 3-4 | Match the tax returns against the sales ledger and the archive | A documented reconciliation schedule |
| Weeks 5-6 | Take stock of contracts, liabilities, ownership records and governance | A complete governance file |
| Weeks 7-8 | Assemble the room, set viewing permissions and build the index | A final document index |

Set permissions for each investor separately, and log who viewed which document and when. A customer contract leaking during diligence is commercial damage that closing the round does not repair. Record the last update date on every document as well, so that an old file is not read as the current position.

## Frequently asked questions

### Does Snad help calculate the company's market valuation?

Snad provides the accurate financial data that valuation models are built on, such as earnings before interest and taxes (EBITDA).

### How many years must invoices and accounting records be kept before a funding round?

At least six years from the end of the tax period they relate to, under Article 66 of the Implementing Regulations of the VAT Law. Capital asset records are kept for the adjustment period set out in Article 52 plus five years from the date of acquisition, that is eleven years for movable assets and fifteen years for immovable assets attached to land or real estate. The Commercial Books Law, in Article 8, requires books, correspondence and documents to be kept for at least ten years. (Official sources consulted: August 2026)

### Can company records be kept on a server outside the Kingdom?

Article 66 of the Implementing Regulations of the VAT Law requires invoices, records and documents to be kept inside the Kingdom, either physically or electronically by making the server or the database reachable from a point inside the Kingdom. The same article requires records to be kept in Arabic and tax invoices to be issued in Arabic, alongside any other language that appears as a translation. Check both conditions before you adopt any accounting system, because they surface directly in the statutory review.

### My startup is small. Do I have to appoint an auditor before the round?

The obligation to appoint an auditor set out in Article 18 of the Companies Law does not apply to micro and small companies, subject to exceptions that include a company listed on the financial market, a foreign company, and a company whose articles of incorporation or bylaws provide for the appointment. A partner or shareholder representing at least 10% of the interests or of the shares carrying voting rights may request in writing that an auditor be appointed. Audited statements may also be required under the investment agreement itself, regardless of the statutory exemption.

### When must the annual financial statements be filed?

Financial statements are prepared at the end of each financial year in line with the accounting standards adopted in the Kingdom, and are filed within six months of the end of the financial year, under Article 17 of the Companies Law. The annual ordinary general assembly is also held at least once within the six months following the end of the financial year. A late filing is an item that shows up in the statutory review before the financial review even starts.

### My first financial year is incomplete. How do I present it to an investor?

The Companies Law sets the financial year at twelve months and allows the first financial year to be no less than six months and no more than eighteen months starting from the date the company is entered in the commercial register. Present the period at its true length, stated clearly in the header of every statement, and attach comparative monthly data instead of trying to convert it into a full year, because an adjustment that is not explained reads as dressing up the numbers.

### What has to be updated as soon as the round closes?

An unlisted joint stock company keeps a special register of shareholder names, nationalities, particulars, places of residence and occupations, the number of shares each of them holds, their numbers and the amount paid up on them, and this register must be kept in the Kingdom. The company must provide the commercial register with the data in this register and with any amendment to it within fifteen days of the date of entry or the date of the amendment, as the case may be, under Article 112 of the Companies Law.

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## About the publisher
**Snad (سند)** — a private Saudi software company
based in Riyadh, founded 2025. Legal form: Sole proprietorship.
Commercial registration: 7038154642
VAT number: 310959226500003
Only official domain: snad.io
> Snad is a private commercial business-management platform. It is not a
> government body, not a bank, and not a government services portal, and it
> is not affiliated with any government entity. Any site or app with a
> similar name is unrelated to Snad.