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 )
unlimited liability for the liabilities and obligations of the CJV. Investors tend to favour LLCs over CJVs because of the limited liability that LLCs confer. CJVs can, however, offer a quick route into the market and are subject to considerably less onerous regula - tion under the CCL 2019 than LLCs. Historically, foreign investors have sometimes adopted the CJV structure where they have a single contract to perform (eg, as a contractor on a project) and do not intend to remain in Oman following its completion. As a consequence of the liberali - sation of Oman’s foreign ownership restrictions, however, some contractors that would previ - ously have adopted the CJV structure may view an LLC as a more attractive option in the future. GPs and LPs A GP is formed of two or more general partners, each of whom must be a natural person. The partners of a GP are jointly and severally liable for the GP’s liabilities and obligations. An LP is formed of at least one general part - ner and at least one limited partner. The general partners of an LP are jointly and severally liable for the LP’s liabilities and obligations, whereas the liability of a limited partner in an LP is limited to the amount of its contribution. GPs and LPs have constitutive contracts that regulate their management and operation. Sub - ject to its constitutive documents, all partners of a GP and all general partners of an LP are considered managers of the GP/LP. The limited partners of an LP may not be involved in its man - agement. Neither GPs nor LPs are subject to a minimum capitalisation requirement, and neither structure has a legal reserve requirement. However, the
unlimited liability of general partners means that GPs and LPs rarely attract investors when struc - turing their investments. Branches Previously, branch structures could only be established where a foreign company entered into a “qualifying contract” with the Omani government or a company in which the Omani government has a material interest. The CCL’s executive regulations issued by the MOCIIP on 14 October 2021 override this requirement, and a ”qualifying contract” with a government entity is no longer one of the prerequisites to establish - ing a branch in Oman. Representative Offices The permitted activities of a representative office are limited to the following: • contacting customers to promote the prod - ucts or services of the foreign company or institution it represents; • contacting exporters and sellers of raw, man - ufactured and semi-manufactured materials required by the foreign company or institu - tion it represents and removing any obstacles hindering quick access to them; and • notifying the foreign company or institution it represents of any complaints it receives in relation to the products or services and over - coming difficulties related to the distribution of such products or the provision of services. A representative office is prohibited from engag - ing in any of the following activities: • import, export or sale, except for the importa - tion of commercial samples of goods pro - duced by the foreign company or institution it represents for the purpose of promotion;
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