Saturday 31 / January / 2026
In a changing commercial landscape, businesses may need to restructure their legal form to support growth, investment, or strategic objectives. Oman’s Commercial Companies Law, issued under Royal Decree 18/2019, provides a clear legal mechanism allowing an existing company to convert from one legal form to another without dissolution or re-establishment.
In an exclusive interview with Times of Oman, Dr. Mohammed Ibrahim Al Zadjali, Founding Partner of Mohammed Ibrahim Law Firm, a leading law office in the Sultanate, explained that “conversion requires a resolution passed according to the rules for amending the company’s constitutive documents, accompanied by a statement of assets and liabilities and their valuation. It mandates publication of the resolution within fifteen days and requires endorsement by the Registrar once passed.”
He emphasised that “a core principle of conversion under the law is the continuity of legal personality. Conversion does not create a new juristic person. The company retains all its rights and obligations, ensuring legal continuity.”
Addressing creditor protection, Dr. Mohammed stated that “creditors are granted a statutory period following official notification or publication to submit written objections. Where an objection is raised, the conversion cannot proceed unless the debt is settled, existing guarantees are maintained, or the objection is rejected by a competent court,” he said, adding that liabilities arising prior to conversion remain enforceable, and critically, the joint liability of general partners for those debts continues unless their creditors provide written consent to the conversion.
He further explained that “the law ensures equitable treatment of shareholders and partners during conversion. Each shareholder or partner receives shares or interests in the converted company equivalent to the value of their previous holding, ensuring fairness and continuity of ownership. However, a key exception applies when converting to a Limited Liability Company; if the value of a partner’s contribution is below the mandatory minimum share value, they must pay the difference in cash within 30 days or be deemed to have withdrawn from the company.”
“Oman’s Commercial Companies Law offers a transparent and balanced framework for corporate conversion, enabling structural flexibility while safeguarding creditor rights and shareholder interests,” he concluded.
(Mohammed Ibrahim Law Firm ([email protected]), (+968 244 87 600) was established on 14th December 2006 and is serving clients through its offices in Muscat and Sohar, as well as operating on a request basis in other areas. It offers legal representation across a wide range of practice areas that include Labour Law, Corporate, Commercial, Contracts, Banking and Finance, International Trade, Foreign Investment, Insurance, Maritime Law, Construction and Engineering Contracts, International Arbitration, Intellectual Property and more).
