The promissory note — sanad lamr — is one of the most powerful documents in Saudi commerce. It is simple to prepare, easy to transfer, and, crucially, enforceable without a lawsuit.
That last point is about to come with a condition attached.
Under the Kingdom’s new Enforcement Law, which takes effect on 28 October 2026, a promissory note will qualify as an enforcement instrument only if it is registered on a national electronic platform. Businesses holding unregistered paper notes need to understand what this means, and there is a limited window to act.
Why a Promissory Note Is So Valuable
Most creditors chasing payment must prove the debt first — file a claim, argue it, obtain a judgment, and only then move to enforcement. Months of work before a single riyal moves.
A promissory note skips that. It is an executive instrument, enforceable directly before the Enforcement Court provided the statutory requirements are met.
Two features make it particularly strong:
Independence. Promissory notes are generally independent of the obligations arising from the underlying transaction. Rather than enforcing a complex commercial or financing agreement, the creditor enforces the note as a standalone payment instrument.
Evidentiary weight. Unlike an ordinary contractual obligation, a promissory note carries a presumption of authenticity and enforceability. The document largely speaks for itself.
This is why notes are used so heavily in deferred sales, trade credit, supplier financing, and cross-border sales into the Kingdom.
What Makes a Promissory Note Valid
Promissory notes are commercial papers governed by the Commercial Papers Law (Royal Decree No. 37 of 11/10/1383H, corresponding to 24 February 1964).
A valid note must contain, among the statutory requirements:
- An absolute, unconditional promise to pay a specified sum of money
- The due date of payment
- The signature of the issuer (the Maker)
Get these wrong and the consequence is severe: failure to include the required elements may render the instrument void, or seriously impair its enforceability. A note that does not conform to the Commercial Papers Law may simply not be enforceable — which means the creditor is back to litigating the underlying debt.
Precision here is not pedantry. It is the whole value of the instrument.
The Change: Registration Becomes Mandatory
Here is the reform, in plain terms.
Under the previous enforcement law, commercial papers were treated as a single category and were enforceable without any registration step. Under the new Enforcement Law, each instrument is addressed individually — and Article 7(1)(d) provides that bills of exchange and promissory notes qualify as enforcement instruments only if registered on the national electronic platforms.
Cheques are not affected by this new registration requirement and carry over as before. If you hold a cheque rather than a note, see our guide to a bounced cheque in Saudi Arabia.
The dates that matter:
| Date | What happens |
| 28 October 2026 | The new Enforcement Law takes effect |
| From that date | New promissory notes must be registered on a national electronic platform to be directly enforceable |
| One year from 28 October 2026 | Grace period ends |
The grace period, precisely. Bills of exchange and promissory notes issued before 28 October 2026 remain directly enforceable for a one-year transitional period running from that effective date, even if unregistered — provided they satisfy all other statutory requirements.
So an unregistered paper note in your drawer today does not become worthless overnight. But it does have a shelf life. After the transitional period, unregistered instruments lose direct enforceability.
The conditions and procedures for registration are to be set out in forthcoming implementing regulations. Those regulations had not been issued at the time of writing, so watch for them — they will determine the practical mechanics. Our corporate guide to the new Enforcement Law (Royal Decree M/237) covers the wider reform.
Nafith: The Platform You Should Already Be Using
The infrastructure for electronic promissory notes already exists.
Nafith (nafith.sa) is a Ministry of Justice platform launched on 19 April 2020 to issue executive instruments electronically and link them directly to the enforcement courts. Its initial phase focused specifically on promissory notes.
What it gives you:
- Digital creation and registration of promissory notes, structured to comply with the Commercial Papers Law requirements — which removes the drafting errors that void paper notes.
- Digital notarisation, significantly reducing forgery and disputes over authenticity.
- Identity verification, digital signatures, and time stamps.
- Direct linkage to the enforcement courts, streamlining execution.
Electronic notes issued through Nafith carry the same legal status as paper instruments and are admissible before the courts and enforcement bodies across the Kingdom.
Given the direction of the new law, businesses still issuing paper notes should be planning their move now rather than in October.
What Businesses Should Do Before 28 October 2026
- Audit the notes you hold. Identify every promissory note your business is relying on, and note the issue date. Anything issued before 28 October 2026 falls within the transitional window.
- Enforce stale notes sooner rather than later. If you hold a note that is already due and unpaid, the transitional period is a reason to act now, not to wait.
- Move new issuance to the electronic platform. For notes you issue or receive going forward, use the digital route so registration is not an afterthought.
- Update your contract templates. If your standard terms require a customer to provide a promissory note, the wording should now require a properly registered electronic note. This is one of several clauses worth reviewing — see the contract clauses every Saudi business should add before signing.
- Watch for the implementing regulations. The mechanics of registration will be defined there.
How Enforcement Actually Works
Where a valid note goes unpaid, the holder applies directly to the Execution Court rather than filing an ordinary claim. Enforcement applications can be filed electronically through the Najiz portal.
The court’s enforcement measures are what produce payment: freezing bank accounts, seizing assets, and imposing a travel ban on the debtor — a measure with no automatic expiry, which we explain in our guide to a travel ban for debt in Saudi Arabia.
Our enforcement services handle this stage end to end.
Where We Come In
We advise businesses, banks, and financial institutions on drafting notes that meet the statutory requirements, on the registration change now approaching, and on enforcement when a note is dishonoured.
If you are owed money on a promissory note, the transitional period is a deadline worth respecting. Our debt collection services in Saudi Arabia cover recovery locally and across borders through our TCM Group partnership in 120+ countries, and our B2B debt collection service handles company-to-company claims.
You can view our full range of legal services in Saudi Arabia, or if you are comparing advisers, see our guide to the top 10 law firms in Saudi Arabia.
Frequently Asked Questions
1. What Is A Promissory Note In Saudi Arabia?
A promissory note, or sanad lamr, is a written promise by one party (the Maker) to pay a specified sum to another (the Payee), either on demand or on a future date. It is classified as a commercial paper under the Commercial Papers Law and functions as an executive instrument enforceable directly before the Enforcement Court.
2. Can A Promissory Note Be Enforced Without A Lawsuit?
Yes, provided the statutory requirements are met. Because a promissory note is an executive instrument, the holder applies directly to the Execution Court rather than first suing to establish the debt. Notes are also generally independent of the underlying transaction, so the note is enforced as a standalone payment instrument.
3. What Changes For Promissory Notes On 28 October 2026?
Under Article 7(1)(d) of the new Enforcement Law, bills of exchange and promissory notes will qualify as enforcement instruments only if registered on the national electronic platforms. The conditions and procedures for registration will be set out in forthcoming implementing regulations.
4. Are My Existing Promissory Notes Still Enforceable?
Yes, for a limited period. Bills of exchange and promissory notes issued before 28 October 2026 remain directly enforceable for a one-year transitional period running from that date, even if unregistered, provided they meet all other statutory requirements. After that window, unregistered instruments lose direct enforceability.
5. What Must A Valid Promissory Note Contain?
Among the statutory requirements, it must contain an absolute promise to pay a specified sum of money, the due date of payment, and the signature of the issuer. Failure to include the required elements may render the instrument void or seriously impair its enforceability.
6. What Is The Nafith Platform?
Nafith (nafith.sa) is a Ministry of Justice platform launched in April 2020 for issuing executive instruments electronically and linking them to the enforcement courts. Its initial phase focused on promissory notes. It provides digital creation, registration, and notarisation with identity verification, digital signatures, and time stamps.
7. Do Electronic Promissory Notes Have The Same Legal Force As Paper Ones?
Yes. Electronic promissory notes issued through Nafith carry the same legal status as physical instruments and are enforceable and admissible before the courts and enforcement bodies across the Kingdom, with the added advantages of instant validation and direct integration with the enforcement authorities.
8. Does The Registration Requirement Apply To Cheques?
No. The new registration requirement applies to bills of exchange and promissory notes. Cheques carry over as enforceable instruments without the new registration step.
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