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 )
• 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 branches/representative offices and, according - ly, the parent company of a branch/representa - tive 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 regulated by the constitutional documents of their parent companies. They are managed by a general manager, who will have the powers and authorities granted under a power of attorney This section focuses on the formation process for LLCs and branches, as these are the usual alternatives 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 incor - porate/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 issued by the parent company. 3.2 Incorporation Process
accompanied by all necessary supporting docu - ments, including: • the LLC’s new constitutive contract; • certain resolutions of the LLC’s founding shareholders; • a foreign investment form (where applicable); and • copies of the passports of the LLC’s first authorised signatories/managers. Preparation of these supporting documents can involve considerable lead time because some will need to be notarised (or, in the case of for - eign shareholders, apostilled) before submission to the MOCIIP. The constitutive contract must either be in Arabic or be provided with an Ara - bic translation (dual-language constitutive con - tracts are permissible). The licensing process will involve seeking approval for the specific activi - ties to be undertaken by the LLC. The steps following incorporation include reg - istration 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 registration of a branch. The supporting docu - ments that will need to be provided include the following: • the commercial registration certificate of the foreign company in its principal place of busi - ness, which includes the foreign company’s commercial activities; • the incorporation documents of the foreign company (ie, the Articles of Association,
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