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Deal by Design
Welcome to this edition of Law Update, focusing on the evolving M&A landscape across the MENA region. With deal activity and value continuing to grow, the region is seeing increased investor interest alongside a changing regulatory environment.
This edition explores key legal and market developments affecting M&A transactions, including regulatory reforms, foreign investment, governance, due diligence and deal structuring across the region.
The issuance of Royal Decree No. 8 of 2026 (“OIFC Law”) establishes the Oman International Financial Centre (the “OIFC”) as an independent, internationally oriented financial hub designed to anchor capital flows, deepen market sophistication, and accelerate economic diversification in Oman. The OIFC Law affiliates the OIFC with the Deputy Prime Minister for Economic Affairs, and promulgates a dedicated law setting out governance, regulatory, judicial, and fiscal pillars tailored to global standards. The OIFC Law articulates strategic objectives for the OIFC: consolidating Oman’s position as a leading international financial centre, enhancing financial sector contribution to GDP, and attracting regional and international institutions to Oman. Madinat Al Irfan in Muscat has been designated as the OIFC’s seat. In form and substance, the framework provides legal personality, financial and administrative autonomy to each of the new financial centre’s core authorities, and establishes a bespoke courts system with defined jurisdiction and enforcement mechanics. Together, these features position the OIFC to compete credibly among GCC financial free zones while remaining anchored in Oman’s public interest objectives.
The law effects a clear legislative carve-out: with specific exceptions, Omani legislation does not apply to the OIFC, its authorities, its establishments, or activities conducted within or through it, unless a specific law or royal decree provides otherwise. The following Omani enactments do apply: the Penal Code, Criminal Procedure Law, Income Tax Law, Excise Tax Law, Value Added Tax Law, Personal Income Tax Law, Anti-Money Laundering and Combating Terrorism Financing Law, Cybercrime Law, and all legislation relating to national security and states of emergency. This ring-fenced model is akin to regional comparators such as the DIFC, the ADGM, and the QFC. At present, the OIFC has not yet issued its detailed Centre Regulations or Centre Rules, but the law contemplates a build-out of legislation over the coming years through Board-approved regulations and authority-issued rules.
The OIFC law recognizes “Centre Establishments” as entities registered, licensed, or authorized to operate within the OIFC, including those carrying on regulated Financial Services or Ancillary Services. Financial Services expressly include banking, Islamic banking, insurance, investment and asset management, investment funds, capital markets, brokerage, and related advisory services, with further scope to be defined by Centre Legislation. Ancillary Services include services, businesses, professions, and activities classified as ancillary to Financial Services and licensed accordingly, enabling professional services, technology, and market infrastructure providers to support core financial intermediation. No profession, business, or activity may be conducted within or through the OIFC without a license, permit, or approval from the competent Centre Authority, and registrations occur in accordance with Centre Legislation and any Omani legislation in force within the Centre. Centre Establishments must conduct activities strictly per their authorizations; activities outside the OIFC’s geographic boundaries default to Omani legislation, with a targeted exception for Licensed Establishments conducting marketing, offering, and related advisory activities in Oman that remain governed by OIFC rules. Contracts and transactions arising from such extra-territorial promotional and offering activities are deemed concluded within the OIFC and are exclusively subject to OIFC legislation, reinforcing legal certainty for cross-border and outreach engagements.
The OIFC currently comprises three principal authorities, each with legal personality and operational autonomy:
The OIFC Courts comprise a Court of First Instance and a Court of Appeal, with potential for additional courts by Royal Decree. These courts sit within the new financial centre but may convene elsewhere as needed. Judges enjoy functional immunity absent fraud or bad faith, and the courts are treated as Omani courts for jurisdictional purposes under the OIFC framework. Jurisdiction spans interpretation of Centre Legislation; civil, commercial, and labour matters involving Centre Authorities or Establishments; contracts connected to the OIFC; incidents occurring in whole or part within the OIFC; certain wills of non-Muslims; arbitration matters tied to the OIFC; and any matters granted by Centre or Omani law or international treaties. Parties may also confer jurisdiction expressly in writing, before or after disputes arise.
Appeals lie to the Court of Appeal, which may exceptionally act as a court of first instance on direction of the Chief Justice for matters of justice or interpretation; its judgments are final and unappealable. Enforcement is streamlined: Centre Courts enforce their judgments and recognized awards and may coordinate with Omani courts to undertake enforcement actions without merits review by external enforcement judges. Conversely, Omani court judgments and ratified awards can be enforced through Centre Courts, again without re-opening the merits, applying Centre enforcement procedures. Foreign and extra-OIFC awards may be enforced within the OIFC upon recognition or ratification under Centre Legislation.
For up to 50 years from entry into force, the OIFC offers a suite of tax exemptions, with the Minister of Finance empowered to grant additional benefits under Board-issued Centre Tax Regulations that define qualifying activities and detailed implementation. Administration aligns with the Tax Authority via mechanisms allowing the OIFC Authority to ensure compliance and apply incentives. Exemptions include, among others: income of Centre Establishments from qualifying activities; specified cross-border payments and returns (including royalties, R&D remuneration, software payments, management/service fees, dividends, and interest) derived by non-resident legal persons from transactions with Centre Authorities or Establishments; and certain income of non-Omani natural persons connected to the OIFC, including from non-Omani sources as defined in the regulations. For VAT, the OIFC is treated as a Special Zone for exempt and zero-rated supplies, enabling alignment with established GCC zone practices. Asset protections complement the fiscal regime by insulating Centre Establishments and covered employees’ assets from nationalization and similar measures, save for tax debt collection via administrative execution.
The OIFC Law enables Omani-regulated companies and institutions to establish headquarters within the OIFC under Board-set conditions, with Omani legislation continuing to apply to them; these entities can also undertake OIFC-regulated Financial or Ancillary Services upon obtaining the requisite Centre licenses. Non-financial or non-commercial activities by such entities are governed by contract with the Centre Authorities, clarifying rights and obligations. The OIFC Law also mandates a branch of the Directorate General of Passports and Civil Status within the OIFC to issue entry visas and resident cards for non-Omani persons subject to the law, plus spouses and first-degree relatives, streamlining mobility. The OIFC Law also provides that residency in Oman shall be granted to non-Omani persons subject to the OIFC Law, non-Omani owners of OIFC real estate units, and non-Omani employees in the OIFC, including their spouses and first-degree relatives, per Board-approved conditions coordinated with the Royal Oman Police.
The OIFC Law lays the foundation for a sophisticated, ring-fenced financial ecosystem in Oman, combining independent regulation, specialized courts, and long-dated tax incentives to attract regional and global institutions to Oman. As Centre Regulations and Rules are issued and developed over the next several years, the OIFC is poised to develop a comprehensive regulatory canon comparable to leading GCC financial centers. Early movers that align their structures, governance, and licensing strategies with the OIFC framework will be well-placed to capture opportunities in capital markets, asset management, banking, insurance, fintech, and the broader services stack that underpins them.
Launching operations in the OIFC will require careful sequencing across corporate structuring, regulatory engagement, and tax planning. We can support clients end-to-end by mapping business models to the Centre’s licensing perimeter, preparing applications for Financial Services and Ancillary Services, and coordinating pre-filing engagement with the OIFC Regulatory Authority to calibrate scope, controllers, fitness and propriety, and prudential or conduct expectations. We also advise on group structuring to align onshore and OIFC footprints, including the use of holding companies, branches, funds, and special purpose vehicles, while addressing extra-territorial marketing and offering activities governed by OIFC legislation.
From a policy and governance perspective, we can help clients interpret evolving Centre Legislation, participate in consultations, and embed internal policies across AML/CFT, risk, compliance, outsourcing, data, and operational resilience that reflect OIFC rules and the limited set of mandatorily applicable Omani laws. We will be able to advise on disputes, and coordinate recognition and enforcement in Oman where needed. For talent mobility and real estate, we can also advise on residency pathways, and on acquisition or leasing of OIFC units.