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 )
tions passed by the JSC’s shareholders in gen - eral 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 Asso - ciation. A JSC’s directors are listed in its com - mercial registration (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. The key advantage of JSCs over LLCs is that shares in JSCs may be mortgaged as security (this may be necessary in order for a company to procure debt financing). 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 CMA. Some regulated activities in Oman may only be undertaken by SAOGs. Holdcos A Holdco is a JSC that exercises financial and administrative control over one or more JSCs and/or LLCs by holding at least 51% of the shares of each such company. Holdcos are gen - erally 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. Subject to the CCL 2019 and the LLC’s con - stitutive documents, an LLC’s managers have all the authority necessary 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 authorised signatories of the LLC and any limits on their powers. LLCs are subject to a considerably less onerous regulatory regime than JSCs and are consider - ably 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 inconsistent with the nature of an SPC. SPCs were introduced for the first time under the CCL 2019, and are likely to be a popular alternative to LLCs going forward. CJVs A CJV is formed (typically pursuant to a written joint venture contract) by two or more partners. It is described in the CCL 2019 as a “concealed company”, and is the only legal entity in Oman that is not subject to registration with the MOCI - IP. CJVs are not subject to any minimum share cap - ital requirement. A CJV does not have a separate legal personality. Each of its partners therefore contracts only in its own name and has unlim - ited liability for the obligations and liabilities it assumes under that contract. If a CJV partner discloses the existence of the CJV to a third party who deals with that part - ner in the context of the CJV’s activities, then the CJV will become a general partnership. This will result in all of the CJV’s partners assuming
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