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
• import, export or sale, except for the importation of commercial samples of goods produced by the foreign company or institution it represents for the purpose of promotion; • promotion of products or services other than those produced or offered by the foreign company or institution it represents; or • contacting consumers directly. Features Common to Branches and Representative Offices There are no foreign ownership restrictions on branch - es/representative offices and, accordingly, the parent company of a branch/representative office can be a foreign company. Branches/representative offices do not have a share capital or legal reserve requirement, but their parent companies are required to guarantee their obligations. This guarantee is the letter of undertaking referred to under 3.2 Incorporation Process . Both branches and representative offices are regu - lated by the constitutional documents of their parent companies. They are managed by a general manag - er, who will have the powers and authorities granted under a power of attorney issued by the parent com - pany. 3.2 Incorporation Process This section focuses on the formation process for LLCs and branches, as these are the usual alterna - tives for a foreign investor entering Oman for the first time. The process for establishing an SPC is the same as for an LLC. LLCs In some cases, pre-approval must first be sought for the LLC’s proposed name. In most circumstances, however, the process to incorporate/register an LLC is initiated by submitting an application to the MOCIIP. The application will need to be made by the LLC’s founding shareholders and must be accompanied by all necessary supporting documents, including: • the LLC’s new constitutive contract;
• certain resolutions of the LLC’s founding share - holders; • a foreign investment form (where applicable); and • copies of the passports of the LLC’s first author - ised signatories/managers. Preparation of these supporting documents can involve considerable lead time because some will need to be notarised (or, in the case of foreign share - holders, apostilled) before submission to the MOCIIP. The constitutive contract must either be in Arabic or be provided with an Arabic translation (dual-language constitutive contracts are permissible). The licensing process will involve seeking approval for the specific activities to be undertaken by the LLC. The steps following incorporation include registration with the Chamber of Commerce and Industry and application for a municipality licence. To apply for a municipality licence, the LLC will need to submit a copy of its tenancy agreement. Branches An application can be made to the MOCIIP for reg - istration of a branch. The supporting documents that will need to be provided include the following: • the commercial registration certificate of the for - eign company in its principal place of business, which includes the foreign company’s commercial activities; • the incorporation documents of the foreign com - pany (ie, the Articles of Association, Memorandum of Association or the Constitutive Contract, as the case may be); • the authorisation document issued from the foreign company to the manager(s) of the branch to carry out the management of the branch; • a letter of undertaking from the foreign company to bear liability in relation to the acts of the branch; and • copies of the passports/Omani identity cards of the authorised managers. Preparing these documents can take time for the same reasons given in relation to LLCs above. All documents (except for copies of passports/Omani identity cards) must be translated into Arabic and duly
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