Private placement is a regime per state, not a label on a deck.

"Private placement" is printed on the cover of the memorandum as if it named one thing. It names a different thing in every state the register sits in, and the differences are of kind rather than of degree. One state defines it by the licence of the person doing the approaching. Another by the count of persons approached. A third by a permission obtained in advance for a named scheme, from a licensed applicant, for a period. A fourth, within the centres, by the category of the recipient and the absence of a public offer. A placement that satisfies one definition can be a public offer under another, and the breach is committed in the state whose rules were never read, by a manager who believed the word on the cover meant what it meant at home.

This note sets out each regime in its own terms, the Kingdom's distributor, Qatar's three regulators and its count, Kuwait's permit and its two routes, the centres' own promotion rules; what the definitions have in common and where they diverge; what one regional register costs in intermediaries, clocks, documents and records; the sequence a regional raise runs on; the post-close duties each regime imposes; a comparison; a worked raise as a type; cases; what each party holds; the sequence; questions; terms; and what to read.

The Kingdom: the distributor

The Capital Market Authority's Investment Funds Regulations, as amended in 2025, settle the foreign fund's position in one article. Its securities may not be offered in the Kingdom except through a distributor, and the offer must be a private placement within the regulations' own terms. The distributor is a capital market institution licensed for dealing, or for managing investments and operating funds; an institution licensed only to manage investments may distribute where the fund is established by it or an affiliate under equivalent oversight in a recognised jurisdiction and foreign investors hold at least half of its units.

The distributor notifies the regulator at least fifteen days before the offer, on the prescribed form, with the prescribed declaration and copies of the offering documents, and it conducts its own diligence on the fund and the manager, the results of which the regulator may call for within five days. The regulator may object, may issue a notice prohibiting the offer, or on request may issue a no-objection. The distributor files a statement of results within ten days of close, and its duties then continue: reports, notice of fundamental changes, and on an open-ended fund ninety days' notice before ending the relationship.

The private placement itself is defined by the recipient's category under the glossary: institutional clients, which include governments, government-owned companies, legal persons with net assets above fifty million riyals, investment funds and counterparties; and qualified clients, which include natural persons meeting financial or experience tests, discretionary clients of capital market institutions, and legal persons with net assets between ten and fifty million riyals. Advertisements go only to those persons. Secondary transfers are confined to existing holders, to institutional and qualified clients, or to lots of two hundred thousand riyals or less. The manager's own staff approaching a Saudi institution directly are outside the regime, however sophisticated the institution and however the manager describes the conversation.

Qatar: three regulators and a count

The Qatar Financial Markets Authority, under Law No. 8 of 2012, regulates the offering and listing of securities in the State. Its approval is required for an offer, with a carve-out for a private offering to existing holders or directly to not more than one hundred potential buyers without public invitation; an offer approved by a recognised foreign regulator is notified within two weeks of the foreign approval. The count is a count of persons approached, not of persons who subscribe, and the record that proves it is the manager's.

The Qatar Central Bank governs the banks, and a bank that markets a foreign fund does so under the central bank's instructions: the foreign institution licensed at home to manage investments and establish funds; adequacy checks and annual audited financials; the full prospectus held by the bank; subscribers acknowledging in a prescribed form that the bank is a marketer without responsibility for results; a written contract with the foreign manager; records; no re-badging; and an Arabic prospectus. The bank route is the route most foreign funds take, because the investors sit in the banks' books.

The Qatar Financial Centre sits beside both with its own regulator and, since 2023, its Professional Investor Funds Rules: a standard fund for professional investors with no minimum and a cap of one hundred and ninety-nine investors, an exempt fund for self-certified investors with a minimum of four hundred thousand riyals and the same cap, in a QFC company or limited partnership, with a QFC fund manager or a State fund manager licensed onshore. A placement of a QFC fund's units is governed by the Centre's rules; a placement of a foreign fund's units to a QFC firm is read under the Centre's conduct rules for that firm. Beneath all three, Law No. 25 of 2002 on investment funds makes founding a fund without the central bank's authorisation an offence.

Kuwait: the permit and its two routes

Under the Capital Markets Authority's law of 2010 and the executive bylaws of 2015, no foreign collective investment scheme is marketed in Kuwait without the regulator's permission, obtained by a licensed person for a named scheme for a period, under the module on schemes. The general route requires a full application with the documentation the module's chapter prescribes, and the regulator has thirty days. Decision 18 of 2026 added an institutional route: a licensed fund manager, subscription agent or investment adviser may apply to market to professional clients by nature, a class the decision lists, and the regulator decides within ten working days of a complete application; the permit is valid for a year and renewable, and is carved out of the documentation chapter. A family office or a private company below the capital threshold is not in the class, however sophisticated, and is reached by the general route or not at all.

The centres: the tier's own rule

Within the centres, a private placement is an offer of units in an exempt or qualified investor fund to professional clients only, with no public offer, under the financial promotion rules of the centre, which require the communication to be clear, fair and not misleading on the standard of a professional reader and restrict what may be said about performance, targets and seed assets. Those rules govern the manager's own communications from the centre. They say nothing about what may be done in Riyadh, Doha or Kuwait City, and a manager who satisfies them has satisfied the centre alone.

What the definitions share and where they diverge

They share a purpose: to confine an unregistered offer to persons the state judges able to protect themselves, and to put a regulated local party between the foreign fund and the local investor. They diverge on how. The Kingdom puts the burden on the intermediary's licence and its notification. Qatar puts it on a count and on the bank's conduct rules. Kuwait puts it on a permission obtained in advance. The centres put it on the recipient's classification. A manager who reads all four sees one idea and four machines, and the machines do not interlock: a Saudi distributor's notification says nothing to Kuwait; a Kuwaiti permit says nothing to Qatar's count; the centre's classification of a holder says nothing to any of them. There is no mutual recognition between the centres and the states, and none between the states, and a manager arriving from a regime with a passport has to unlearn the idea of one.

By state · by mechanism	Who intermediates	The clock	Who may be approached	The document rules	After close
The Kingdom	A licensed distributor	Fifteen days' notification from a complete filing	Institutional and qualified clients per the glossary	Required statement; documents filed; distributor's diligence	Results within ten days; continuing reports; ninety days' notice to end
Qatar, State	Nobody, within the count; a bank under the central bank's instructions	Two weeks' notification of a foreign-approved offer	Not more than one hundred potential buyers; the bank's clients	Arabic prospectus; subscriber acknowledgement; written contract with the bank	The bank's records and reporting
Qatar, QFC	A QFC firm under the Centre's rules	The Centre's own	Professional investors; the cap of one hundred and ninety-nine for a QFC fund	The Centre's rules	The Centre's reporting
Kuwait	A licensed person	Ten working days, institutional; thirty, general	Professional clients by nature, or the general route	Carved out on the institutional route; the chapter on the general	Permit renewal annually
The centres	The manager under its permission	None beyond the notification of the fund	Professional clients	Clear, fair, not misleading; required statements	The tier's reports

What one register costs

A fund with holders in three Gulf states has three placements. Three intermediaries, each with its own diligence period on the fund and the manager and its own contract with the manager. Three notifications or permits, on three clocks, each from a complete filing, which is a list the intermediary knows and the manager usually does not. Three sets of document requirements, layered on the centre's own: the Kingdom's required statement, Qatar's Arabic prospectus and subscriber acknowledgement, Kuwait's permitted documents. Three records of who was approached, when, with what, by whom and under which route. And three sets of post-close duties. The memorandum carries the centre's statements and three legends; the subscription agreement carries three sets of representations; the manager's file carries three placement records, each of which is what the relevant regulator reads first.

The sequence of a regional raise

The states the register will sit in are listed before the memorandum is drafted, and each state's regime is read for the fund's domicile. The intermediaries are appointed at the drafting stage, so that each can build its diligence file from the fund's formation documents and tell the manager what its complete application contains. The memorandum is drafted with every state's required statements, and the versions each state requires, the Arabic prospectus for Qatar's bank route among them, are prepared in parallel. The filings are made complete, and the clocks run in parallel: fifteen days in the Kingdom, ten working days in Kuwait on the institutional route and thirty on the general, two weeks' notification in Qatar where an approval abroad exists. The first close is set after the last clock can have run. The approaches in each state begin when that state's route is open, and not before. After close, the results statement, the permit renewal and the bank's records are diarised.

The post-close duties

The Kingdom's distributor files the results within ten days and then reports to the regulator, notifies fundamental changes to the fund, and gives ninety days' notice before ending its relationship with an open-ended fund's manager; a manager who changes distributor sequences the change around the notice. Kuwait's permit lapses after a year, and a second close after the anniversary needs the renewal filed in time. Qatar's bank keeps records and the manager's written contract with it governs what the bank reports. The centre's tier requires its own periodic reports. A manager who treated the close as the end of the placement has four regimes running without it.

The intermediary's own diligence

Each intermediary runs diligence on the fund and the manager before it will act, and the diligence is the part of the clock managers forget. The Saudi distributor's diligence is a regulatory duty: it must have assessed the fund and the manager before it notifies, and the regulator may call for the results within five days. It reads the fund's constitution and memorandum, the manager's licence and its scope, the manager's audited accounts and its track record in the form the rules permit, the providers, the provenance of the manager's own ownership, and the fund's domicile regime. The Kuwaiti licensed person's application is complete only when it carries what the module's chapter, or the institutional route's reduced list, requires about the scheme and its manager, and a manager whose documents do not fit the list is asked for more. The Qatari bank's compliance function reads the manager's home licence for the two activities the central bank's instructions name, managing investments and establishing funds, and a licence that names one and not the other stalls the book.

The diligence takes weeks to a quarter, before any clock begins. A manager who appoints the intermediary when the memorandum is final has added that period to its raise; one who appoints at drafting has run it in parallel.

The representations in the subscription agreement

Each state's regime reaches the subscription agreement, which carries a set of representations per state. The Saudi subscriber represents its category under the glossary and acknowledges the required statement. The Kuwaiti subscriber represents that it is within the class the permit covers, and on the general route acknowledges the documents. The Qatari subscriber through the bank acknowledges in the prescribed form that the bank markets without responsibility for results. Every subscriber represents the route by which it was approached. The representations are the manager's evidence that the placement was lawful as to that subscriber, and they are drafted by counsel in each state rather than adapted from the centre's form.

Where it surfaces

At the close, when an intermediary's compliance function declines to complete a subscription whose route it cannot evidence.

At the regulator's inquiry in a state where a holder sits and no intermediary was appointed.

At the secondary transfer, when a holder's sale to a resident of another state is a placement there.

At the second close, when a lapsed permit or an unrenewed notification is discovered after the subscriptions are taken.

At the continuation or the successor fund, when the placement records for the first fund are read for what they permit the manager to say to the same holders about the second.

The successor fund

A manager that has placed fund one in three states has three placement records, and they govern what it may say to the same holders about fund two. The Kingdom's distributor route applies to fund two as to fund one, with a fresh notification, because the notification was for an offer of named securities. Kuwait's permit was for a named scheme, and fund two is a different scheme. Qatar's count is a count per offer, and fund two is a new offer with a new count. A holder's own approach about fund two, "what else do you have", is an offer of fund two when the manager answers it, under each state's regime. The successor fund's placement is designed as the first was, with the intermediaries re-engaged and the clocks re-run, and the fact that the holders are the same holders shortens the intermediaries' diligence on the manager and nothing else.

Reading the regimes for a feeder

Where the register is reached through a feeder, the feeder's units are the securities offered, and the regimes are read for the feeder's domicile and the feeder's manager. A feeder in one centre for Saudi holders goes through the distributor as a foreign fund; a feeder for Kuwaiti institutions is the scheme named in the permit; a feeder for Qatari investors is inside the count or goes through the bank. The master's placement, to the feeder, is a subscription under the master's tier, and the master's manager reads the onshore regimes for nothing, because the master's only holder sits in a centre. The structure paper names, for each holder, which vehicle's units it is offered and under which state's route.

The cost of getting it wrong

A placement found to have been made outside a state's regime has four costs, and they are paid in sequence. The regulator's process: an inquiry, a finding, and in each of the three states a penalty the law provides and a record the intermediaries in that state will read for years. The subscriptions: taken on an offer the state reads as unlawful, which in some readings the subscriber may rescind and in all readings the manager cannot evidence as lawfully placed. The register: a holder whose admission cannot be evidenced is a holder a buyer at exit, a lender at a facility and the manager's own successor fund all read as a problem. And the manager's standing in the state: a manager with a finding against it in the Kingdom, Kuwait or Qatar is a manager the next intermediary's diligence will find, and the next raise in that state is slower or impossible. Against those four, a quarter's delay and three intermediaries' charges are the cheapest items in a raise.

A raise, as a type

A manager in one of the centres plans a regional raise with a first close in five months. It lists the states: Saudi institutions, a Kuwaiti sovereign and two Kuwaiti companies above the capital threshold, Qatari families in a bank's book and two Qatari institutions. It appoints a Saudi distributor, a Kuwaiti licensed person and contracts with a Qatari bank in month one. The memorandum is drafted with the three states' statements and an Arabic version for the bank. The Saudi notification is filed complete in month three; the Kuwaiti institutional application in month two and the general application for the family holders in month two; the Qatari approaches to the two institutions are counted and recorded, and the bank's book is marketed by the bank. The first close in month five takes the Saudi institutions on the no-objection, the Kuwaiti sovereign and companies on the institutional permit, the Qatari institutions within the count and the bank's clients through the bank. The Kuwaiti family holders arrive at the second close on the general permission. The results statement is filed in the Kingdom within ten days; the Kuwaiti permit's anniversary is diarised; the bank's records are kept under the contract.

The same raise run from the centre on the centre's rules: every approach a placement in a state without its route; every close a set of subscriptions taken on offers the states' regulators can read as public; and the question, when it is asked, asked by the regulators.

Four cases, as types

A manager runs a regional raise from one of the centres on the centre's private placement rules, approaching Saudi, Qatari and Kuwaiti institutions directly. Each approach is a placement in that state without the intermediary or the permission that state requires. The closes are complete before anybody reads the onshore rules, and the question is no longer how to place but what has already been done, which is a question for the regulators rather than for counsel.

A manager appoints a distributor in the Kingdom and treats the distributor's notification as covering the Gulf. The Kuwaiti institution that subscribed at the same close was marketed to without a permit, and the distributor's notification has nothing to say about Kuwait; the Kuwaiti regulator's question is put to the manager, who has no licensed person to answer it.

A manager counts its Qatari approaches carefully and stays within one hundred, but approaches the bank's clients directly as well, on the footing that they are "the bank's". The bank's clients approached by the manager are persons in the count and persons to whom the central bank's route was not taken; the bank's compliance function declines to complete the placement.

A manager maps the three regimes before the first approach, appoints the three intermediaries, runs the three clocks in parallel from complete applications, keeps three placement records and closes with three legends in the memorandum. The raise takes a quarter longer than the manager wanted and is lawful in every state on the register, and the second close runs on renewed permits and a distributor whose diligence is already complete.

What each party holds

The manager holds the list of states, the decision to appoint each intermediary, the placement record for each state and the post-close diary.

The Saudi distributor holds the notification, the diligence, the documents filed, the results statement and the continuing duties.

The Kuwaiti licensed person holds the application, the permit, its renewal and the class of investors it covers.

The Qatari bank holds its conduct under the central bank's instructions, the Arabic prospectus, the acknowledgements and the records; the manager holds the count for its own approaches.

Counsel in each state holds the reading of its regime for the fund's domicile.

Each regulator holds its own route and its own record.

The sequence

1. The states the register will sit in are listed before the memorandum is drafted.
2. Each state's regime is read for the fund's domicile by counsel in that state.
3. The intermediary each regime requires is appointed at the drafting stage and its completeness list obtained.
4. The memorandum and the subscription agreement are drafted with every state's required statements and representations, in the languages required.
5. The filings are made complete and the clocks run in parallel; the first close is set after the last can have run.
6. Approaches in each state begin when that state's route is open.
7. One placement record is kept per state; the post-close duties are diarised.

Questions a manager asks

Can one intermediary cover the Gulf. No. Each state's route requires a person licensed there, and no licence is recognised across the border.

Does a centre notification help onshore. It is evidence in the intermediary's diligence that the fund is a fund of a regulated kind; it is not a permission anywhere onshore.

What if an institution in one state approaches the manager first. The Kingdom's regime defines the offer by what is offered; Kuwait's permission attaches to the scheme; Qatar's count grows with the response. The inbound approach is routed through the state's route, not relied on as an exemption.

How long does a regional raise take. The longest clock plus the intermediaries' diligence before it, which for a first-time manager with three states is a quarter at least, and is planned as one.

Can the memorandum be the same in every state. The core can; the required statements, the languages and the subscription representations differ, and each state's version is recorded as the version its holders received.

What happens at the second close. Every clock that has lapsed is re-run: Kuwait's permit renewed, the Kingdom's distributor's notification read for whether a further notification is needed, Qatar's count continued.

Terms used

Private placement: an offer outside the public-offer regime, defined differently by each state.

Distributor: the Saudi-licensed capital market institution through which a foreign fund's securities must be offered in the Kingdom.

Institutional and qualified client: the Kingdom's glossary categories to whom a private placement may be made.

Count: Qatar's carve-out of not more than one hundred potential buyers approached without public invitation.

Licensed person: the Kuwaiti applicant for a permission to market a foreign scheme.

Professional client by nature: the class Kuwait's Decision 18 of 2026 lists for the institutional route.

Required statement: the wording a state's rules require in a foreign fund's offering documents.

Placement record: the manager's file of persons approached, dates, documents and route, kept per state.

What to read

The Kingdom's Investment Funds Regulations, part six, and the glossary's client definitions; Qatar's Law No. 8 of 2012, the central bank's instructions to banks on marketing foreign funds, the QFC Professional Investor Funds Rules and Law No. 25 of 2002; Kuwait's Law No. 7 of 2010, the executive bylaws' module on schemes and Decision No. 18 of 2026; each centre's financial promotion rules. On this site, the marketing room under Jurisdictions and the marketing rooms for each state in the onshore interfaces.