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
notarised, legalised, or apostilled, as the case may be. As with an LLC, the branch’s activities will need to be specifically licensed. The MOCIIP usually registers a branch within one week of the application. As with LLCs, the steps following incorporation include registration with the Chamber of Commerce and Industry and application for a municipality licence. The LLC must submit a copy of its tenancy agreement to apply for a municipality licence. 3.3 Ongoing Reporting and Disclosure Obligations Any change to the constitutional documents or com - mercial registration certificate of an entity registered with the MOCIIP needs to be approved by the MOCIIP before it takes effect. As noted in 3.1 Most Common Forms of Legal Entity , all companies established under the CCL 2019 (other than CJVs), all branches and all representative offic - es must be registered with the MOCIIP. Accordingly, MOCIIP approval and registration are needed for any change to any such entity’s constitutional documents (eg, its constitutive contract or Articles of Association) or commercial registration certificate, including in rela - tion to its managers/authorised signatories or its share capital/shareholders. Most entities registered with the MOCIIP are required to file approved financial statements with the MOCIIP (although exceptions apply). JSCs are subject to considerably more stringent reporting requirements than LLCs. Analysis of these requirements falls outside the scope of this chapter of the guide. 3.4 Management Structures LLCs are managed by one or more managers, who are appointed in accordance with Ministerial Decision 245/2025. Subject to the CCL 2019 and the LLC’s constitutive documents, an LLC’s managers have all the authority necessary to manage its affairs. The CCL 2019 and the LLC’s constitutive documents specify
the matters that are reserved to be decided by its shareholders. Branches are regulated by the constitutional docu - ments of their parent companies. They are managed by a general manager, who will have the powers and authorities granted under a power of attorney issued by the parent company. 3.5 Directors’, Officers’ and Shareholders’ Liability The rules governing the liability of management and shareholders will depend on the type of Omani legal entity in question. The comments below are confined to an overview of the main rules applicable to LLCs and branches. LLCs General principles The managers of an LLC are jointly or severally liable to the LLC and third parties for, inter alia, their viola - tion of the CCL 2019 and/or the LLC’s constitutive documents and their negligence in the management of the LLC. The CCL 2019 also provides that the managers of an LLC are subject to the same liability as the directors of a JSC, regardless of any provision to the contrary in the LLC’s constitutive documents. Conflicts of interest The CCL 2019 contains several provisions that subject a manager to liability where the CCL 2019’s provisions requiring a manager to avoid conflicts of interest have been contravened. Piercing the corporate veil The general rule is that 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. There is, however, the potential in certain limited cir - cumstances for the corporate veil to be pierced in the event of an LLC’s bankruptcy, and managers can also become liable where they act outside their authority. In certain limited circumstances, managers may also become criminally liable under the Penal Code RD
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