01
Commercial Companies Law
Royal Decree 18/2019 applies to companies with a principal place of business or principal activities in Oman. The Ministry registers and controls most companies; public joint-stock companies are under the purview of the FSA.
02
Forms required by law
- Partnerships
- General partnership and limited partnership
- Joint venture
- Contract form according to the terms of the law
- Joint stock
- Public SAOG or closed SAOC
- Holding
- Company controlling statutory shares
- LLC
- Separate legal entity with limited liability
- One-person company
- Company of one participant subject to compliance with the regime
03
LLC: the charter should not be a template
The constituent document records the activities, capital, shares, management and representation. For an international group, reserved matters, funding, distributions, transfer, valuation and deadlock consequences are additionally agreed upon.
The articles of association must comply with mandatory regulations and register; shareholders' agreement details commercial arrangements, but does not override public requirements and authorities' powers.
05
Capital and Financing
The absence of a general minimum for a foreign investor does not mean that a company can operate without funds. Capital, shareholder loan, third-party debt and guarantee are issued separately, taking into account solvency, license, tax and bank.
06
The decision must leave an evidentiary trail
Notice, agenda, quorum, voting, minutes and registration actions are checked according to the company form and charter. Decisions on accounts, financing, major contracts, related parties, dividends and changes in management are documented before execution.
07
Joint venture: designing conflict in advance
Board seats, quorum, veto and information rights.
Mandatory contributions, dilution, shareholder loans and default.
Pre-emption, tag, drag, permitted transfers and change of control.
Deadlock, valuation, buy-sell, termination and dispute forum.
08
UBO and corporate records
The chain of ownership to individuals, control and changes must be up to date. The company maintains articles of incorporation, registers, resolutions, financial records, licenses and evidence of authority; the bank and the regulator compare these sources with each other.
09
Transactions within the group
- Service
- Functions, price, personnel and evidence
- Loan
- Amount, percentage, term, approvals and repayment
- Guarantee
- Corporate benefit, limit and powers
- IP license
- Rights, territory, royalty and withholding tax
- Distribution
- Profit, solvency, resolution and banking trail
10
Annual governance-review
- 01
Check CR, charter, owners, managers and licenses.
- 02
Update the authority matrix and banking mandates.
- 03
Check minutes, registers and related-party agreements.
- 04
Agree on accounts, tax returns and dividend decisions.
- 05
Register changes and update KYC of banks.