FSA unveils regulatory framework for Promising Companies Market
The decision is in line with the Royal Directives to launch the Capital Market Incentive Programme. The programme aims to enhance Oman's investment and business environment, broaden financing options for all types of companies, strengthen corporate governance and sustainability, improve reliability, and upgrade the Muscat Stock Exchange to emerging market status. It also seeks to expand the investor base, facilitate exits, and boost market liquidity.
The new regulation is part of ongoing efforts to strengthen the legislative and regulatory framework for the capital market. It aims to help Omani companies access financing tools and prepare them for gradual integration into the main market through a phased approach.
It sets out the procedures and conditions for listing promising companies. These provisions will allow start-ups, SMEs, and private and family-owned enterprises to benefit from a regulatory environment designed for their needs, with financing and operational incentives that support sustainability and growth.
Listing options
The regulation provides two listing options: direct listing and indirect listing. Direct listing allows a company to list without increasing its capital or allocating shares via private placement. To qualify, the company must have recorded net profits over the past three years, achieved an annual revenue growth rate of at least 14.4% during that period, and have at least 20 shareholders.
Indirect listing involves raising capital or allocating shares through private placement. This option requires at least two years of operational and financial performance, offering at least 20% of capital via private placement, and meeting a minimum shareholder requirement.
Companies still under establishment can list via the indirect route without meeting the two-year performance requirement or providing audited financial statements, provided they meet the other conditions.
The regulation sets out the process for submitting listing applications to the FSA. Once all requirements are met, the Authority will review the application within three working days. If no response is given within this period, the application will be deemed approved. The Muscat Stock Exchange may cancel a listing if there are regulatory breaches, in line with approved guidelines.
Trading in the Promising Companies Market is limited to qualified investors. These include licensed securities sector entities, insurance companies, the Social Protection Fund, investment funds, and high-net-worth or financially knowledgeable individuals.
Disclosure requirements
As per the regulation, listed companies must follow periodic financial disclosure requirements. They must apply the simplified International Financial Reporting Standards for SMEs (IFRS-SME). This includes submitting unaudited semi-annual results within 30 days of the half-year end, and audited annual results within 90 days of the financial year-end. They must also follow disclosure rules for material information under related regulations.
The regulation restricts founders from selling their shares for one year from the listing date. However, they may sell up to 10% under exchange rules. For companies under establishment, founders cannot sell their shares until one full financial year after registration, unless the FSA grants an extension.
The regulation is accompanied by detailed schedules of service fees for listing and issuance. These reflect the FSA's approach to reducing financial and operational burdens on target companies. The aim is to encourage participation in the market and promote a culture of corporate transformation and capital market financing.
The FSA said that this regulation marks an important step in developing the framework for the Promising Companies Market. It translates Royal Decree No 18/2025 into action and supports national objectives to empower the private sector, promote value-added companies, and create an attractive investment climate that diversifies Oman's economy.
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