Undisclosed Commissions in Company Deals: What Needs Checking?

The practical question and its limits

A company discovers a broker’s commission. Is every commission a bribe?

Start by identifying what happened and who is authorized to act, separating verifiable records from unproven conclusions. Procurement, contracting, brokerage and sales; assess public or private capacity, the relevant duties, beneficiary and purpose.

Legal framework and scope

Before classifying a commission, establish who paid it, who received it, in what capacity and for what work. For company management, Companies Law Article 26 imposes duties of care and loyalty on a manager or board member, including avoiding conflicts, disclosing direct or indirect interests in company transactions and contracts, and not accepting benefits from third parties connected with that role. Its scope should not automatically be extended to every employee or intermediary. Distinguish a genuine disclosed brokerage fee, a personal benefit linked to a work decision, and an expense whose supporting records do not explain it. An invoice or internal approval alone is not conclusive. A potential bribery concern needs separate assessment of the parties, facts and applicable provision; this article is not a complete statement of bribery offences or penalties.

https://www.uqn.gov.sa/details?p=19697 https://misa.gov.sa/app/uploads/2025/07/Companies-Law.pdf

What could change the interpretation?

The payment may be a disclosed fee for genuine brokerage, a commercial rebate posted incorrectly, or an unapproved expense requiring a different response. A record missing from one person’s file may exist elsewhere. Ask authorized custodians about its source, version and date, and record both supporting and contrary evidence.

Records and questions

• Brokerage agreement, service scope and deliverables
• Payment beneficiary as recorded by the company
• Competing offers and award reasons
• Disclosures, approvals and communications accessed with authority
• Who benefited and what genuine service supported the payment?
• Was it linked to a particular duty or decision?
• Were disclosure and approval genuine, and do they address the actual concern?

Hypothetical example

Hypothetical example: the procurement team cannot find deliverables supporting a consultant’s invoice. Start with the engagement scope, evidence of work and beneficiary. A missing procurement file alone does not establish a sham service or a bribe.

Initial response and readiness

If authorized, identify custodians and the relevant preservation scope while retaining originals and context. Do not alter source files or access personal accounts or devices without authority. If harm continues or proceedings are known, obtain advice on context-specific action. These steps do not automatically call for confrontation, dismissal or reporting. Record intermediaries, services, beneficiaries and interest disclosures, and independently review commissions before payment within the company’s authority framework.

Professional review

Technical questions may require an accountant or another specialist. Their findings on value, images or data flows do not replace analysis of legal responsibility. Identify the prospective client before seeking the case file: company representation and defence of an individual are separate routes, and joint representation is not assumed.

Request a consultation

A paid legal consultation begins with identifying the parties, a conflict check and agreement on scope and fees. It includes an initial review of documents within an agreed scope, a meeting to discuss facts and questions, and a brief written summary of options, missing information and the next step in the agreed language. An internal investigation, settlement, report or representation requires a separate engagement as appropriate.