OMAN Law and Practice Contributed by: Said Al-Shahry, Thamer Al-Shahry, Jeremy Pooley, Maria Mariam Rabeaa Petrou, Mujtaba Ali Kazmi and Salim Al Harthi, Said Al Shahry & Partners
Ministerial Decision 412/2023 prohibits the engage - ment in concealed trading, that is engaging in an activity which is restricted by laws, and violators can be fined between OMR5,000 to OMR15,000. This restriction applies to both Omanis and non-Omanis. Conducting business through a local commercial agent Any arrangement under which a foreigner conducts business through a local commercial agent must be registered with the MOCIIP. Commercial agents must be duly licensed by the MOCIIP. 2.2 Procedure to Obtain Approval and Sanctions for Non-Compliance Companies, partnerships, branches and representa - tive offices must be registered with the MOCIIP. Where the entity being established is owned in whole or part by non-Omanis, the application for registration will need to be processed through the investment services centre of the MOCIIP. MOCIIP registration is required before any of these types of entities can commence operations. Contractual joint ventures (see 3.1 Most Common Forms of Legal Entity ) are the exception to this gen - eral rule: although they are treated as legal entities formed under the Commercial Companies Law RD 18/2019 (CCL 2019), they do not require registration with the MOCIIP. However, at least one of the parties to the contractual joint venture will need to have an appropriately licensed presence in Oman. A foreigner undertaking investment activity in Oman other than in compliance with the FCIL may be fined between OMR20,000 and OMR150,000, as may an Omani who participates with a foreigner in an invest - ment project other than in accordance with the FCIL. 2.3 Commitments Required From Foreign Investors The FCIL’s executive regulations were issued in June 2020 and amended further in March 2022. The FCIL’s executive regulations set out the types of investment projects that may apply for preferential treatment (eg, projects established in Oman’s less developed regions) and the financial and non-financial condi - tions that must be satisfied for an investment project
to qualify. Ministerial Decision 411/2025 amended the FCIL’s executive regulations, requiring establishments and companies established by a foreign investor to appoint at least one Omani worker within one year of commencing their commercial activities. 2.4 Right to Appeal There is no formal procedure to challenge a decision by the MOCIIP to reject a foreign investment (eg, where the MOCIIP declines to issue the necessary licence or approval of the necessary registration). If an investor believes an application has been unreason - ably rejected, the first response should be to open a dialogue through the appropriate channels at the MOCIIP. It is prudent to appoint local counsel with an understanding of the MOCIIP’s structures, prac - tices and ethos to assist with these discussions. If that approach is unsuccessful, an investor may challenge any such decision in court. Oman’s legal system oper - ates in accordance with the rule of law. 3. Corporate Vehicles 3.1 Most Common Forms of Legal Entity The types of legal entities available in Oman are com - panies established under the CCL 2019, branches and representative offices. For new entrants to Oman, a presence is typically established by incorporating a limited liability company/single-person company or by establishing a branch. Entities may be established either “onshore” in Oman or in one of Oman’s industrial free zones (free zones) or special economic zones (SEZs). A company estab - lished in a free zone or an SEZ may not undertake commercial activities onshore in Oman. Companies Established Under the CCL 2019 These may be formed as: • joint stock companies (JSCs), which may be estab - lished as: (a) public joint stock companies (SAOGs); or (b) closed joint stock companies (SAOCs); • holding companies (Holdcos);
• limited liability companies (LLCs); • single person companies (SPCs);
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