Oman Commercial Companies Law: 2026 Compliance & Restructuring Playbook for Foreign Investors and In‑house Teams

The Oman commercial companies law framework has entered its most significant reform cycle since Royal Decree 18/2019 replaced the original 1974 statute. Through a series of amendments culminating in Ministerial Decision 245/2025 and a broader package of commercial companies regulation updates now being phased in during 2026, Oman’s Ministry of Commerce, Industry and Investment Promotion (MOCIIP) has reshaped the governance, conversion and foreign‑ownership landscape for every company registered in the Sultanate. For general counsel, CFOs, corporate secretaries and foreign investors, the practical question is no longer what changed but what to do next, and within what timeframe.

This playbook maps each reform to a concrete compliance step, assigns it to the right internal stakeholder, and sequences everything into a 30‑, 60‑ and 90‑day action plan.

The reforms touch every entity type, limited liability companies (LLCs), closed joint‑stock companies (SAOCs), branches and representative offices, and introduce a grading system that determines everything from annual‑filing obligations to the scope of authorised manager powers. Coupled with Oman’s 2026 corporate tax adjustments, the amendments create both compliance obligations and genuine restructuring opportunities for businesses willing to act decisively.

Key Changes Under the Oman Commercial Companies Law: The 2025–26 Amendment Cycle

Understanding the full scope of the 2025–2026 amendment cycle is essential before moving to action steps. The reforms arrived through multiple instruments, a combination of ministerial decisions, executive regulations and policy circulars issued by MOCIIP. Industry observers note that taken together, these changes represent the most comprehensive overhaul of the commercial companies regulation since the base law was enacted by Royal Decree 18/2019.

Headline changes at a glance

• Ministerial Decision 245/2025. This decision updated the executive regulations governing authorised manager appointments, eligibility criteria, and the documentation companies must file with the Commercial Register. It introduced fit‑and‑proper requirements, mandatory conflict‑of‑interest disclosures, and tighter timelines for notifying MOCIIP of changes in management personnel.
• Company grading system (Grades 1–4). The regulations formalised a tiered classification for registered companies based on capital thresholds, employee headcount and revenue bands. Grade determines the intensity of governance obligations, from simplified annual filings for Grade 4 micro‑enterprises to full audit and board‑committee requirements for Grade 1 entities.
• Foreign shareholding flexibilities. Building on the Foreign Capital Investment Law (Royal Decree No. 50/2019), the 2025–26 amendments expanded the sectors in which 100 per cent foreign ownership is available without a mandatory Omani partner, subject to MOCIIP approval and, in certain cases, investment‑threshold conditions tied to Oman’s special economic zones and free zones.
• Conversion and restructuring mechanics. New provisions streamlined the company conversion process, particularly the LLC‑to‑SAOC pathway, by reducing the number of separate regulatory approvals, standardising creditor‑notification periods, and introducing electronic filing through MOCIIP’s Invest Easy portal.
• Interaction with corporate tax 2026. While the tax amendments sit outside the commercial companies regulation itself, the revised filing timelines and entity‑classification rules dovetail with Oman’s 2026 corporate tax changes, which adjusted rates and introduced transfer‑pricing documentation requirements that affect restructuring decisions.
• Court of Investment and Commerce. The reforms affirmed the exclusive jurisdiction of the specialised Court of Investment and Commerce for disputes arising under the Oman commercial companies law and certain categories of shareholder and investor litigation, strengthening the enforcement framework.

The full English text of the base law is published by the Financial Services Authority (Oman). Ministerial decisions and subsequent amendments are available on the Tejarah government portal and the MOCIIP website.

Who Is Affected: Entity Types, Grades and Thresholds Under the Oman Commercial Companies Law

The grading system is central to the reforms. Every company registered with the Commercial Register is now assigned a grade that dictates its governance obligations. A Grade 4 company, typically a micro or small enterprise with limited capital and fewer than 10 employees, faces the lightest compliance burden: simplified annual returns, no mandatory audit committee, and streamlined authorised manager documentation. A Grade 1 company, by contrast, generally a large enterprise or a listed entity, must maintain a full board committee structure, appoint an independent external auditor, and comply with enhanced related‑party transaction disclosure requirements.

The table below maps the key entity types to the governance changes and the immediate practical actions each requires.

Understanding which grade applies, and confirming it directly with MOCIIP, is the essential first step before any other compliance action.

Immediate Compliance Checklist for In‑House Teams: A 30–90 Day Playbook

The reforms do not come with a single compliance deadline; instead, obligations cascade across a 30‑ to 90‑day window depending on the specific instrument and the company’s grade. The checklist below is designed for in‑house legal and compliance teams managing the transition.

Governance and filings (Days 1–30)

1. Confirm your grade. Contact MOCIIP or check the Invest Easy portal to confirm the grade assigned to each entity in the group. If no grade has been communicated, file a request for classification, delays here hold up every subsequent step.
2. Benchmark constitutional documents. Compare the company’s memorandum of association (MoA) and articles of association (AoA) against the updated model forms published by MOCIIP. The commercial companies regulation now prescribes minimum content for several clauses, including manager powers, shareholder pre‑emption rights, and dispute‑resolution mechanisms.
3. Identify gaps in annual filings. The amendments introduced new fields in the annual return form, including grading data, beneficial‑ownership information, and an expanded section on related‑party transactions. Compile the data required before the next filing window opens.

Board and authorised manager actions (Days 15–60)

1. Audit existing authorised manager appointments. Under Ministerial Decision 245/2025, the authorised manager requirements in Oman now include documented fit‑and‑proper checks, a clear authority matrix approved by the shareholders or board, and a conflict‑of‑interest register. Existing appointments that pre‑date the decision must be brought into compliance within the prescribed transition period.
2. Pass a board or shareholder resolution. Formally confirm or re‑appoint each authorised manager in a resolution that references the updated eligibility criteria. The resolution should attach the updated authority matrix and conflict register.
3. File with the Commercial Register. Submit the updated authorised‑manager documentation through MOCIIP’s electronic filing system. Retain file receipts, MOCIIP may request confirmation during the next annual‑return cycle.

Shareholder notices and conversions (Days 30–90)

1. Issue shareholder notice of constitutional amendments. Where changes to the MoA or AoA are required, the Oman commercial companies law mandates a formal notice period to shareholders before amendments can be adopted. Ensure the notice complies with the updated minimum periods, typically 21 days for LLCs and 30 days for SAOCs, and includes a summary of the specific amendments proposed.
2. Assess conversion opportunities. If the reforms make a different entity type more advantageous, for example, an LLC converting to an SAOC to access capital markets or to simplify governance under a higher grade, begin the company conversion in Oman by preparing a feasibility note for the board. Conversion triggers are addressed in the next section.
3. Update the shareholder register. The amendments require the shareholder register to include additional fields, including nationality data, ultimate beneficial ownership details, and cross‑references to any free‑zone registration. Verify completeness and accuracy before the next filing date.

Reporting and registry updates (Days 60–90)

1. Submit updated particulars to the Commercial Register. Any changes to directors, managers, shareholders or constitutional documents must be filed within the timeframes prescribed by the commercial companies regulation. Electronic filing through Invest Easy is now the default method.
2. Prepare for the next annual return. Align internal data‑gathering processes, especially beneficial‑ownership information and related‑party transaction disclosures, with the expanded return template. Assign ownership of each data field to a named individual within the finance or legal team.
3. Brief external auditors. If the company’s grade triggers a mandatory external audit, ensure the appointed auditor is aware of the new reporting requirements and has access to the updated governance documentation produced in earlier steps.

For teams managing multiple entities in Oman, industry observers recommend creating a single compliance tracker, a spreadsheet or project‑management board, that maps each entity, its grade, its specific obligations, and the responsible internal owner for each task.

Company Conversion and Restructuring Under the Oman Commercial Companies Law

Company restructuring in Oman has become significantly more accessible under the 2025–26 reforms. The amendments streamlined conversion procedures, reduced duplicative regulatory approvals, and introduced electronic filing for most of the steps previously handled through paper submissions to the Commercial Register.

Conversion flows: LLC to SAOC

The LLC‑to‑SAOC conversion remains the most common pathway and is now governed by a clearer procedural framework. The key stages are:

1. Feasibility assessment. The board or managing partners evaluate whether the SAOC form is appropriate, considering capital requirements, the number of shareholders, governance obligations at the target grade, and any sector‑specific licensing implications.
2. Shareholder approval. A special resolution of the LLC’s shareholders (typically requiring a supermajority as specified in the MoA) must authorise the conversion and approve the draft SAOC constitutional documents.
3. Creditor notification. The Oman commercial companies law requires formal notification to all known creditors. The updated regulations prescribe a standardised notice format and a minimum waiting period before the conversion can proceed. Creditors may object if the conversion would prejudice their existing claims.
4. Regulatory filing. Submit the conversion application, draft AoA of the SAOC, audited financial statements, and evidence of shareholder approval through the Invest Easy portal. MOCIIP reviews the application against the company‑grading criteria to assign the appropriate grade to the new SAOC.
5. Commercial Register update. Upon approval, the Commercial Register issues a new registration certificate reflecting the SAOC status. The entity retains its legal personality, contracts, licences and employment relationships continue without interruption unless a specific licence requires separate renewal.

Re‑domiciliation and branch options

For foreign‑owned groups, the reforms also clarified re‑domiciliation mechanics, the process of moving a company’s registered seat into or out of Oman. While full re‑domiciliation into Oman remains subject to MOCIIP approval and compliance with the Foreign Capital Investment Law, the practical pathway has been simplified by allowing electronic submission of the application and supporting documents.

Branch conversion, upgrading a branch office into a full LLC or SAOC, follows a similar procedural track, though it also requires clearance from the original jurisdiction’s corporate registry (or confirmation that the branch is being replaced, not duplicated). Early indications suggest that MOCIIP is processing these applications more quickly than in prior years, reflecting the government’s broader Oman Vision 2040 objective of attracting foreign direct investment.

Foreign Investors: Ownership, Approvals and Market Entry Under the Oman Commercial Companies Law

Foreign ownership in Oman is governed by the interplay between the commercial companies law and the Foreign Capital Investment Law, promulgated by Royal Decree No. 50/2019. The 2025–26 amendments expanded the range of activities in which foreign investors may hold 100 per cent of a company’s capital without the requirement for an Omani partner, a significant shift from the earlier framework, which presumed a minimum Omani shareholding in most sectors.

The practical choices for a foreign investor entering Oman in 2026 typically fall into three categories:

• 100 per cent foreign‑owned LLC or SAOC. Available in an expanding list of sectors, subject to MOCIIP approval and, in some cases, minimum capital thresholds. Free zones, such as the Special Economic Zone at Duqm (SEZAD) and the Sohar Free Zone, offer additional incentives including customs exemptions and simplified licensing.
• Joint venture with an Omani partner. Still the preferred structure in sectors that remain subject to foreign‑ownership caps (for example, certain extractive industries, real estate, and regulated financial services). The joint‑venture route also carries practical benefits in terms of local market knowledge, government‑procurement eligibility, and In‑Country Value (ICV) scoring.
• Branch or representative office. Suitable for investors seeking a lighter‑touch market entry, particularly for initial feasibility studies, liaison activities, or short‑term project work. Branches are subject to the same authorised‑manager and annual‑filing requirements as domestic entities under the reforms.

Regardless of structure, all foreign investors must register with MOCIIP and obtain a foreign‑investor licence, which can now be applied for electronically through the Invest Easy portal. The likely practical effect of the 2025–26 reforms will be a significant increase in 100‑per‑cent‑foreign‑owned registrations, particularly in the technology, logistics, and renewable‑energy sectors that Oman is actively promoting under its Vision 2040 economic diversification strategy.

Authorised Managers and Governance: New Duties Under the Oman Commercial Companies Law

Ministerial Decision 245/2025 transformed the role of the authorised manager from a largely administrative appointment into a regulated governance position. The authorised manager requirements in Oman now include the following obligations:

• Fit‑and‑proper criteria. Candidates must demonstrate relevant professional qualifications or experience, a clean criminal record (or its equivalent from the jurisdiction of residence), and no prior disqualification from holding a directorship or management position in any jurisdiction.
• Authority matrix. The authorised manager’s powers must be set out in a written authority matrix, approved by the shareholders or board and filed with the Commercial Register. The matrix should cover signatory authority, expenditure limits, hiring and termination powers, and any delegated authorities.
• Conflict‑of‑interest register. Authorised managers must declare, in writing, any interests that could conflict with their duties to the company. The register is subject to annual review and must be made available to shareholders on request.
• Notification timelines. Any change in the identity or role of the authorised manager must be notified to MOCIIP within the prescribed period, generally within 15 business days of the change taking effect.
• Annual compliance certificate. For Grade 1 and Grade 2 companies, the authorised manager must sign an annual compliance certificate confirming adherence to the governance obligations applicable to the entity’s grade.

Boards and company secretaries should treat this as a documentation exercise first: assemble the required materials, pass the necessary resolutions, and file promptly. The practical risk of non‑compliance is administrative penalties, potential delays in processing other filings, and, for listed or high‑profile entities, reputational exposure.

Tax and Transaction Considerations: Corporate Tax Oman Interplay

The 2026 corporate tax changes sit alongside the commercial companies regulation reforms and affect restructuring decisions in several important ways. While the corporate tax Oman regime has historically applied a flat rate to most corporate entities, the 2026 adjustments introduced graduated considerations around transfer pricing, related‑party transactions, and the tax treatment of intra‑group restructurings.

For in‑house CFOs and tax advisors, the key action items are:

1. Model the tax impact of any planned conversion. An LLC‑to‑SAOC conversion may change the entity’s tax‑reporting obligations, particularly if the new SAOC crosses capital or revenue thresholds that trigger enhanced transfer‑pricing documentation requirements.
2. Review withholding‑tax positions. Intra‑group payments, particularly management fees, royalties, and interest, should be reviewed against the updated withholding‑tax provisions to confirm that the company is applying the correct rates and claiming any available treaty relief.
3. Align restructuring timing with tax filing deadlines. Completing a conversion or restructuring shortly before the annual tax‑filing deadline can create administrative complications. Where possible, schedule the effective date to allow a full reporting period under the new structure before the first tax return is due.
4. Update transfer‑pricing documentation. If the restructuring changes the nature or pricing of intercompany transactions, refresh the transfer‑pricing documentation immediately rather than waiting for the next annual cycle.

Given the interaction between the international commercial practice elements and local tax rules, cross‑functional coordination between legal, tax and finance teams is essential for any restructuring decision in 2026.

Timeline of Required Filings and Key Legislative Dates

Conclusion: Next Steps for Compliance With the Oman Commercial Companies Law

The 2025–26 reforms to the Oman commercial companies law are not aspirational, they carry concrete, time‑bound obligations. Every entity registered in Oman should now be working through the compliance checklist above, tailored to its grade and entity type. The three highest‑priority actions are:

1. Confirm your company’s grade with MOCIIP and use it to determine which governance, filing and audit obligations apply to you specifically.
2. Audit and update all authorised‑manager appointments against the Ministerial Decision 245/2025 criteria, including fit‑and‑proper checks, authority matrices, and conflict‑of‑interest registers.
3. Assess whether a company conversion or restructuring is commercially advantageous under the new framework, and if so, begin the shareholder‑approval and creditor‑notification process promptly.

For foreign investors evaluating entry into Oman, the expanded foreign‑ownership rules and streamlined registration processes create a genuinely more accessible market than existed even two years ago. The combination of the commercial companies regulation reforms and the broader Vision 2040 incentive framework makes 2026 a pivotal year for inbound investment structuring. Teams seeking specialist guidance can find a qualified Oman corporate lawyer through the Global Law Experts directory.

Sources

1. Financial Services Authority (Oman), Commercial Companies Law (English PDF)
2. Tejarah, Oman Government Laws & Regulations Portal
3. Ministry of Commerce, Industry & Investment Promotion (MOCIIP), Laws and Regulations
4. Al Tamimi & Company, Oman’s New Commercial Companies Law
5. CMS Law, Overview of Regulations to the Commercial Companies Law
6. Trowers & Hamlins, Foreign Direct Investment in Oman: A Legal and Regulatory Guide