OMAN LAW AND PRACTICE Contributed by: Said Al-Shahry, Thamer Al-Shahry, Jeremy Pooley, Maria Mariam Rabeaa Petrou, Shadha Al Kharusi and Salim Al Harthi, Said Al Shahry & Partners (SASLO )
Companies Established Under the CCL 2019 These may be formed as: • joint stock companies (JSCs), which may be established as: (a) public joint stock companies (SAOGs); or (b) closed joint stock companies (SAOCs); • holding companies (Holdcos);
preferential treatment (eg, projects established in Oman’s less developed regions) and the finan - cial and non-financial conditions that must be satisfied for an investment project to qualify. 2.4 Right to Appeal There is no formal procedure to challenge a deci - sion by the MOCIIP to reject a foreign invest - ment (eg, where the MOCIIP declines to issue the necessary licence or approval of the neces - sary registration). If an investor believes an appli - cation has been unreasonably 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 under - standing of the MOCIIP’s structures, practices 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 operates 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 companies established under the CCL 2019, branches and representative offices. For new entrants to Oman, a presence is typically estab - lished by incorporating a limited liability com - pany/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 established in a free zone or an SEZ may not undertake commercial activities onshore in Oman.
• limited liability companies (LLCs); • single person companies (SPCs); • contractual joint ventures (CJVs); • general partnerships (GPs); or • limited partnerships (LPs). JSCs
A JSC must have at least three sharehold - ers. The minimum share capital of an SAOG is OMR2 million, 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 regu - lated 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 necessary to manage its affairs; its board also has a duty to implement any resolu -
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