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
• contractual joint ventures (CJVs); • general partnerships (GPs); or • limited partnerships (LPs). JSCs
• any of its managers or any of its financial or admin - istrative workers. The key advantage of JSCs over LLCs is that shares in JSCs may be mortgaged as security (this may be nec - essary in order for a company to procure debt financ - ing). Unlike SAOCs and LLCs, SAOGs may also raise equity finance in the capital markets, as they are able to offer their shares to the public. LLCs may now pro - cure funding through crowdfunding platforms, subject to the rules and regulations issued by the FSA. Some regulated activities in Oman may only be undertaken by SAOGs. Holdcos A Holdco is a JSC that exercises financial and admin - istrative control over one or more JSCs and/or LLCs by holding at least 51% of the shares of each such company. Holdcos are generally subject to the same regulation as JSCs. LLCs An LLC must have at least two shareholders. An LLC must allocate 10% of its net profits to a legal reserve until the legal reserve reaches one third of the LLC’s share capital. The liability of an LLC is limited to the amount of its share capital, and a shareholder’s liability is limited to its shareholding in the LLC’s share capital. LLCs are managed by one or more managers. Sub - ject to the CCL 2019 and the LLC’s constitutive docu - ments, an LLC’s managers have all the authority nec - essary to manage its affairs. An LLC’s managers are listed in its commercial registration (also available for public inspection), which will also set out the author - ised signatories of the LLC and any limits on their powers. LLCs are subject to a considerably less onerous regu - latory regime than JSCs and are considerably more prevalent. SPCs An SPC must have only one shareholder. SPCs are subject to the same regulation as LLCs under the CCL 2019, to the extent such regulations are not inconsist -
A JSC must have at least three shareholders. The minimum share capital of an SAOG is OMR2 mil - lion, and the minimum share capital of an SAOC is OMR500,000. Higher share capital requirements may be required, depending on the activities undertaken by the JSC. A JSC must allocate 10% of its net profits to a legal reserve until the legal reserve reaches one third of the JSC’s share capital. The liability of a JSC is limited to the amount of its share capital, and a shareholder’s liability is limited to its shareholding in the JSC’s share capital. SAOGs and SAOCs are subject to considerably more onerous regulatory requirements under the CCL 2019 than LLCs. SAOGs must also be listed. As a listed company, an SAOG is regulated by the Financial Services Authority (FSA) and subject to its rules and regulations. A JSC is managed by its board of directors. Subject to the CCL 2019 and the JSC’s Articles of Association, a JSC’s board of directors has all authority neces - sary to manage its affairs; its board also has a duty to implement any resolutions passed by the JSC’s shareholders in general meetings. An SAOG must have between five and 11 directors, and an SAOC must have between three and 11 directors. In each case, the number of directors (which must be uneven) will be specified in the JSC’s Articles of Association. A JSC’s directors are listed in its commercial regis - tration (a document maintained by the MOCIIP and available for public inspection), which will also set out the authorised signatories of the JSC and any limits on their powers. Ministerial Decision 245/2025 provides that an authorised signatory/manager of a company may be appointed from any of the following categories: • any of its partners; • any owner of its capital; • any of its directors;
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