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 )
Memorandum of Association or the Constitu - tive Contract, as the case may be); • the authorisation document issued from the foreign company to the manager(s) of the branch to carry out the management of the branch; • a letter of undertaking from the foreign com - pany to bear liability in relation to the acts of the branch; and • copies of the passports/Omani identity cards of the authorised managers. Preparing these documents can take time for the same reasons given in relation to LLCs above. All documents (except for copies of passports/ Omani identity cards) must be translated into Arabic and duly notarised, legalised, or apos - tilled, 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 Com - merce and Industry and application for a munici - pality 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 commercial 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 offices 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 relation 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. 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. The CCL 2019 and the LLC’s constitutive docu - ments specify the matters that are reserved to be decided by its shareholders. Branches 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 pow - er 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.
596 CHAMBERS.COM
Powered by FlippingBook