01
Document overview
The 312-article principal statute on company forms, incorporation, capital, governance, conversion, merger and dissolution.
02
Scope and exclusions
Applies to
Covers commercial companies incorporated in Oman and the forms of presence recognised by the law.
Limitations and exclusions
Banks, insurers, public issuers, licensed professions and zone entities remain subject to additional special requirements.
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Article-level text
Part One · General Provisions · Chapter One · Definitions and Common Provisions
In the application of the provisions of this Law, the following words and expressions shall have the meaning assigned to each of them unless the context of the provision requires otherwise: 1. Ministry: The Ministry of Commerce and Industry. 2. Minister: The Minister of Commerce and Industry. 3. Authority: The Capital Market Public Authority. 4. Concerned Body: The Ministry or the Authority as the case may be. 5. Registrar: The Secretariat of the Commercial Registry. 6. Executive Management: The Chief Executive Officer or the General Manager, as the case may be, or the Manager and every executive who is subordinate to the Board of Managers or the Board of Directors or is directly subordinate to any one of the aforementioned or is authorized to carry out some of the functions of the Board of Managers or the Board of Directors. 7. Constitutive Documents: The Company’s constitutive contract or its articles of association. 8. Governance: The set of principles, criteria and procedures which achieve the organizational discipline in the management of the company in accordance with the international criteria and methods, by specifying the responsibilities and duties of the members of the Board of Directors and the Executive Management of the Company, taking into consideration the protection of the rights of the shareholders and the interest owners. 9. Working Day: An official working day at the Ministries and governmental corporations and departments. 10. Regulations: The regulations issued for the implementation of this Law.
The provisions of this Law shall apply to commercial companies whose principal places of business are located in the Sultanate or which carry out their principal activities therein.
A commercial company is a legal entity established under a contract by two or more persons each of whom undertakes to participate in an enterprise for profit, by contributing a share of the capital in the form of tangible or intangible property, services or labour, with a view to sharing any profit or loss resulting from the enterprise. As an exception from the provisions of the preceding paragraph, the company may be comprised of one person in accordance with the provisions of this Law.
Commercial companies must adopt one of the following forms: 1. General Partnership. 2. Limited Partnership. 3. Joint Venture. 4. Joint Stock Company (public / closed). 5. Holding Company. 6. Limited Liability Company. 7. One-Person Company.
Any company which carries out a commercial business without adopting one of the forms provided for in Article (4) of this Law, shall be considered null and void and any interested person may assert its nullity and the Court may of its own accord pass a judgement to that effect. All the persons who have carried out business or acted in the name of the company or to its account shall be severally and jointly liable for the obligations arising from the business or actions made by them.
The Ministry shall be in charge of the registration, monitoring and supervision of all companies that are subject to the provisions of this Law, with the exception of public joint stock company, the jurisdiction over which is vested in the Authority.
The Concerned Body may issue models of Constitutive Documents. Apart from the joint venture, the Constitutive Documents shall be available to the public for perusal, and they must be registered in accordance with the laws in force.
The Constitutive Documents shall not contain any condition for absolving the founders or some of them from any responsibility resulting from the establishment of the company and any condition to the contrary shall be null and void.
Apart from the joint venture, the Constitutive Documents and any amendments thereto must be written in the Arabic Language, otherwise they will be null and void, and any interested person may assert the nullity thereof against the partners or the shareholders.
The partners or shareholders may in the defence against each other raise the nullity of any of the Constitutive Documents due to the failure to reduce it or its amendment to writing or register it with the Registrar. They may not be availed of this defence against a third party who may assert the existence of the company.
The objective of the company must be lawful, and every company whose objective is inconsistent with the law, public policy or morality shall be considered null and void, and every interested person may assert its nullity and the court may of its own accord pass a judgment to that effect. The persons who have carried out business or acted in the name of the company or to its account shall be jointly liable for the obligations arising from the business carried out or acts made by them.
Any company established in the Sultanate shall be of an Omani nationality and shall enjoy the privileges prescribed by this Law. It must have the Sultanate as its principal place of business and it may have one or more branches in the Sultanate or abroad.
Without prejudice to the obligations of the Sultanate under the World Trade Agreements, professional companies and companies with foreign capital contributions may be established, provided that the principal place of each of them shall be in the Sultanate in which it shall carry out its activity. Companies may also be established to carry out business outside the boundaries of the Sultanate (offshore) in the free zones, and the regulations of such companies and the rules and procedures that govern their performance shall be approved by the Council of Ministers. The Concerned Body may register branches and commercial representative offices of foreign companies in the Sultanate, in accordance with such conditions as may be specified by it. It does not necessarily follow that the company shall enjoy the rights limited by law to the Omanis unless it is wholly owned by Omanis.
Apart from joint ventures, a company shall acquire a legal personality from the date of its registration, and in spite of the aforesaid any company under establishment shall have legal personality during the period of its establishment to the extent necessary for that purpose. Any interested person may deem the establishment of the company against the founders even though the procedures of its establishment have not been completed. Partners and shareholders shall not raise the legal personality of the company as a defence except after its registration and the persons who have done business or acted in the name of the company or to its account during the period of establishment shall be jointly liable for the obligations arising from the business or acts which they have done.
The company shall file with the Concerned Body all the resolutions and records and other documents which are required to be filed with the Concerned Body according to the law, within seven (7) days of the day following the date of adoption of the resolution, the convening of the general meeting or realization of the fact for which the filing is required.
Apart from the joint venture, the notices, contracts, documents, warnings, receipts and all papers and printed materials issued by the company, must contain its name, form and place of business and the other data specified by the Regulations.
The Concerned Body may request any company to submit audited financial statements or any other data pursuant to the rules and dates prescribed by the Regulations.
No legal action based on claims arising under the provisions of this Law shall be instituted against or among the partners or shareholders of the company regarding the Constitutive Documents or acts of the company, nor shall legal action be instituted against the company’s managers, members of the board of directors, auditors or liquidators, or against the respective heirs or successors of the aforesaid, in respect of acts performed by them in discharge of their functions, unless such legal actions are instituted within a period of five (5) years commencing from the earlier of the following: 1. the date of registration of the company; 2. the date of occurrence of the act or omission the cause for the legal action; 3. the date of approval of the partners or the convening of the general meeting of the company at which the manager or the board of directors presented an account of the company’s operations for the period, which includes the act or omission which is the cause for the legal action instituted against the managers or the board of directors or one of its members.
Anything that should be published electronically according to the provisions of this Law, must be published in the manner specified by the Concerned Body. The Concerned Body may also specify another means of publication in addition to the electronic publication.
The Authority shall draw up governance regulatory principles which must be complied with by public joint stock companies and companies in which the Government owns shares and the Ministry shall draw up the governance regulatory principles of the other companies.
Part One · General Provisions · Chapter Two · Contributions to the Share Capital
Contribution to share capital shall be in the form of money, contributions in kind consisting of personal or real property, property rights or services or labour, subject to the special provisions regulating each one of the forms of the companies set forth in the provisions of this Law. The value of all the contributions to the share capital of the company shall be specified in terms of money in its Constitutive Documents.
If the competent court decides, upon a request of one of the partners or shareholders or their respective heirs or one of the creditors of the company, that the contribution in kind of one of the partners or shareholders has been overvalued, such partner or shareholder must pay to the company in cash the difference between the estimated value of the property contributed by him/her and its actual value at the date of the occurrence of the contribution. All the partners or shareholders of the company shall be jointly liable to its creditors for the payment of such difference to the company and they shall be entitled to have recourse against the partner or shareholder whose contribution has been overvalued.
The contributions to the share capital of the company shall be of equal value unless the Constitutive Documents contain a provision to the contrary.
If a partner or a shareholder defaults on providing his/her contribution to the share capital, the remaining partners or shareholders may either request him/her to perform his/her obligation to the company or expel him/her from the company, and retain in either case their right or the company’s right to claim damages from the defaulting partner or shareholder for the damage resulting from his/her default.
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Official source
Royal Decree 18/2019 · 312 articles · Ministry of Justice and Legal Affairs / Financial Services Authority
August 24, 2026