Commercial Companies Law — articles 1–100

In the application of the provisions of this Law, the following words and expressions shall have the meaning assigned to each of them unless the context of the provision requires otherwise: 1. Ministry: The Ministry of C…

The provisions of this Law shall apply to commercial companies whose principal places of business are located in the Sultanate or which carry out their principal activities therein.

A commercial company is a legal entity established under a contract by two or more persons each of whom undertakes to participate in an enterprise for profit, by contributing a share of the capital in the form of tangibl…

Commercial companies must adopt one of the following forms: 1. General Partnership. 2. Limited Partnership. 3. Joint Venture. 4. Joint Stock Company (public / closed). 5. Holding Company. 6. Limited Liability Company. 7.…

Any company which carries out a commercial business without adopting one of the forms provided for in Article (4) of this Law, shall be considered null and void and any interested person may assert its nullity and the Co…

The Ministry shall be in charge of the registration, monitoring and supervision of all companies that are subject to the provisions of this Law, with the exception of public joint stock company, the jurisdiction over whi…

The Concerned Body may issue models of Constitutive Documents. Apart from the joint venture, the Constitutive Documents shall be available to the public for perusal, and they must be registered in accordance with the law…

The Constitutive Documents shall not contain any condition for absolving the founders or some of them from any responsibility resulting from the establishment of the company and any condition to the contrary shall be nul…

Apart from the joint venture, the Constitutive Documents and any amendments thereto must be written in the Arabic Language, otherwise they will be null and void, and any interested person may assert the nullity thereof a…

The partners or shareholders may in the defence against each other raise the nullity of any of the Constitutive Documents due to the failure to reduce it or its amendment to writing or register it with the Registrar. The…

The objective of the company must be lawful, and every company whose objective is inconsistent with the law, public policy or morality shall be considered null and void, and every interested person may assert its nullity…

Any company established in the Sultanate shall be of an Omani nationality and shall enjoy the privileges prescribed by this Law. It must have the Sultanate as its principal place of business and it may have one or more b…

Without prejudice to the obligations of the Sultanate under the World Trade Agreements, professional companies and companies with foreign capital contributions may be established, provided that the principal place of eac…

Apart from joint ventures, a company shall acquire a legal personality from the date of its registration, and in spite of the aforesaid any company under establishment shall have legal personality during the period of it…

The company shall file with the Concerned Body all the resolutions and records and other documents which are required to be filed with the Concerned Body according to the law, within seven (7) days of the day following t…

Apart from the joint venture, the notices, contracts, documents, warnings, receipts and all papers and printed materials issued by the company, must contain its name, form and place of business and the other data specifi…

The Concerned Body may request any company to submit audited financial statements or any other data pursuant to the rules and dates prescribed by the Regulations.

No legal action based on claims arising under the provisions of this Law shall be instituted against or among the partners or shareholders of the company regarding the Constitutive Documents or acts of the company, nor s…

Anything that should be published electronically according to the provisions of this Law, must be published in the manner specified by the Concerned Body. The Concerned Body may also specify another means of publication …

The Authority shall draw up governance regulatory principles which must be complied with by public joint stock companies and companies in which the Government owns shares and the Ministry shall draw up the governance reg…

Contribution to share capital shall be in the form of money, contributions in kind consisting of personal or real property, property rights or services or labour, subject to the special provisions regulating each one of …

If the competent court decides, upon a request of one of the partners or shareholders or their respective heirs or one of the creditors of the company, that the contribution in kind of one of the partners or shareholders…

The contributions to the share capital of the company shall be of equal value unless the Constitutive Documents contain a provision to the contrary.

If a partner or a shareholder defaults on providing his/her contribution to the share capital, the remaining partners or shareholders may either request him/her to perform his/her obligation to the company or expel him/h…

If the contribution provided by a partner or a shareholder is a property right or any other real rights, such partner or shareholder shall be responsible to the company for any hidden defects or defects of the property r…

The personal creditors of a partner or a shareholder shall not claim the payment of their debt from the share of such partner or shareholder in the share capital of the company. They may, upon dissolution of the company …

Distribution of the profits and losses shall be in the proportion of the contribution to the share capital unless the Constitutive Documents provide otherwise, and any provision which deprives a partner or a shareholder …

Any partner or shareholder, manager, the board of directors or any member thereof shall not, without the prior approval of all the shareholders or the general meeting, as the case may be, use the assets of the company or…

Any partners in a commercial company shall not without prior approval of all partners, perform to their benefit or to the benefit of third parties businesses similar to those of the company. Partners in joint ventures an…

A company may be converted to another form of company by a resolution issued in accordance with the rules prescribed for amending the Constitutive Documents, after compliance with the conditions prescribed for the form t…

The conversion of the company shall not result in the creation of a new juristic person and the company shall continue after its conversion to retain all its rights and liabilities that preceded the conversion. The conve…

In the event of conversion, every partner or shareholder will receive a number of shares or contributions in the company to which the conversion is made equal to the value of the shares or contributions which he/she had …

One or more companies may, even if they are under liquidation, merge with another company of a similar form or of another form. The merger shall be effected by either of the following two methods: 1. incorporation: i.e. …

A resolution of merger shall be issued by agreement of the companies wishing to merge pursuant to the terms and conditions prescribed for amendment of the Constitutive Documents without following liquidation procedures. …

Merger by way of incorporation shall be effected by adopting the following procedures: 1. A resolution shall be adopted for dissolution of the company intended to be merged and incorporation thereof into the incorporatin…

Merger by way of consolidation shall be effected by adopting the following procedures: 1. Each of the companies intended to be consolidated shall issue a resolution for its dissolution and establishment of the new compan…

A resolution of merger must be published within fifteen (15) days of the date of its issuance, failing which it will be considered null and void. The creditors of the company may raise an objection before the Registrar a…

If no objections are submitted during the period of notice, a resolution of merger shall be considered final and the incorporating company or the new company, as the case may be, shall replace the merged companies in all…

The management of the company which resolved the merger shall continue in existence until the merger becomes effective.

Subject to the provisions relating to the dissolution of each form of company, a company shall be dissolved for the reasons specified in the Constitutive Documents and for the following reasons: 1. failure of carrying ou…

The company shall be considered dissolved by virtue of law from the date of the shareholders’ agreement, adoption of a resolution of extraordinary general meeting or the issuance of a final judicial judgement, as the cas…

The powers of all those who are entrusted with the management of the company shall cease from the date of its dissolution and anyone who performs work or an act in the name of the company, shall become liable from such d…

The agreement of the partners or the resolution of the extraordinary general meeting if the liquidation is voluntary, or the judgement if it is compulsory, must include the appointment of one or more liquidators, determi…

The managers or the board of directors must file with the Registrar a copy of the resolution of liquidation or the judgement within fifteen (15) days at most from the date of its issuance provided that the resolution or …

The removal of the liquidator shall be effected either by agreement of the partners, or a resolution of the extraordinary general meeting if he/she was appointed by them, or under an order on a petition by the president …

The liquidation shall be carried out in accordance with the provisions of the resolution or the judgement issued to carry it out, and if neither of them includes provisions to that effect, the following steps shall be fo…

The liquidator must register the resolution adopted for his/her appointment, the restrictions on his/her authorities and the agreement of the partners or the resolution of the extraordinary general meeting or the judgeme…

Upon assuming his/her functions, the liquidator shall jointly with the auditor or managers of the company, if any, prepare an inventory of the company’s assets and liabilities, a detailed list of which must be recorded a…

The liquidator shall take possession of the company’s funds, books, assets and documents and shall keep a ledger for recording the works pertaining to the liquidation and he/she shall comply with the conventional account…

All contracts, receipts, notices and any other documents issued on behalf of the company must contain an express phrase that it is (under liquidation).

Subject to any limitation provided in the resolution or judgement issued for the liquidation, the liquidator shall have absolute authority to manage the company’s business and to take all the necessary measures to preser…

The liquidator must take all the necessary actions for recovering any rights of the company with third parties and deposit in the account of the company under liquidation the amounts received in its name, in one of the b…

The liquidator shall not undertake new works unless the same are necessary for completion of previous works and if the liquidator performs new works which are not required for the liquidation, he / she shall be liable to…

The liquidator shall complete the liquidation during the period specified therefor by the resolution or the judgement issued for the dissolution. Subject to the provision of Article 43 of this Law, the period specified f…

The company shall be bound by the works and acts performed by the liquidator in its name, if they are required for the liquidation. The liquidator shall be liable to the company, the partners or shareholders and third pa…

Upon completion of the liquidation, the liquidator shall submit a final report and a final statement of accounts audited by the company’s auditor on the liquidation works, to the partners or shareholders and the creditor…

Upon approval of the final report and the final statement of accounts by the partners or the shareholders, the liquidation shall be completed and the liquidator shall file a copy of their approval of completion of the li…

If the final report and the final statement of accounts are not approved, the liquidator may present to the competent court the aspects of difference and request the invalidation of the rejection resolution. The liquidat…

The liquidator shall deposit the proceeds of liquidation which have not been received by those who are entitled thereto, in the fund which may be established for this purpose by a decision of the Concerned Body, provided…

A general partnership is a company formed by two or more natural persons who shall be jointly liable for the company’s debts to the full extent of their property, and upon the death of any of them, the liability shall pa…

The name of the general partnership shall consist of the names of all the partners. It may also be limited to the name of one or more partners and to be followed by the expression “and company”. The name of the company m…

The partners shall submit an application for registration of the general partnership and its Constitutive Documents to the Registrar within thirty (30) days of the date of signing the Constitute Documents pursuant to the…

Any partner in the general partnership shall acquire the status of a merchant and shall be deemed to be carrying out commercial business under the name of the company. The bankruptcy of the company shall result in the ba…

The company may retain in its name the name of a partner who has withdrawn therefrom or has died, if that is agreed to by the partner who has withdrawn or the heirs. The partner who has withdrawn from the company shall n…

Shares of the partners in the general partnership shall not be represented by negotiable instruments.

Shares in a general partnership shall not be assigned except with the approval of all the partners and subject to the restrictions set out in the Constitutive Documents. Any agreement which approves unconditional assignm…

Creditors of the company shall be entitled to have recourse against it for repayment out of its property, and they shall also be entitled to have recourse against a partner for repayment out of his/her private property a…

All partners of a general partnership shall be considered managers of the company. The Constitutive Documents may, however, provide that the management shall be entrusted to one or more natural persons who may or may not…

Any partner who is not a manager, may at any time, request any information about the company and peruse and inspect by himself/herself or through his/her representative, the books, records, accounts and other documents o…

If the manager is a partner and appointed under the company’s constitutive contract, he/she shall not be removed from office except by an unanimous resolution of all partners or by a judgement of the court upon the reque…

A manager may perform all ordinary acts of management which are consistent with the objectives of the company, unless his/her authority in this respect is restricted by a provision of the Constitutive Documents, and the …

A manager shall not perform the acts which are beyond the course of ordinary management, except with the approval of all the partners, or under an express provision of the Constitutive Documents. This prohibition shall p…

Subject to the provisions provided in this Law, a general partnership shall be dissolved upon the death of one of the partners, his/her withdrawal from the company or declaration of his/her incapacity or bankruptcy unles…

The court may, upon the request of one of the partners, order the dissolution of the general partnership on the grounds of the failure of one or several partners to comply with their obligations or for any other reason w…

In the event of the continuation of the company after the withdrawal, dismissal of a partner from the company or declaration of his/her incapacity or bankruptcy or his/her death, the value of the share of such partner in…

Subsequent to its dissolution, a company shall be liquidated in accordance with the provisions of this Law and its Constitutive Documents, provided that such documents shall not contradict any mandatory legal provisions.…

A limited partnership is a company which comprises two categories of partners: 1. one or more general partners who shall be jointly and severally liable for the company’s debts to the full extent of their property. 2. on…

The name of a limited partnership may consist of the name of one or more partners along with an addition of an indication of the existence of partners. The name of the company wherever it appears shall also be followed b…

The general partner or partners must submit an application for registration of the limited partnership and its Constitutive Documents with the Registrar within thirty (30) days of the date of signing the Constitutive Doc…

A limited partner shall not be entrusted with or participate in the management of the company, nor bind it with his/her acts. However, he/she may by himself/herself or through a representative at any time inspect the boo…

A limited partner shall not be deemed to be carrying out a commercial business in the name of the company, or be deemed to have acquired the status of a merchant, and the bankruptcy of the company shall not result in his…

The death of one of the limited partners or the declaration of his/her incapacity or bankruptcy shall not result in the dissolution of the limited partnership, unless the competent court decides otherwise, and the genera…

A judgement declaring the bankruptcy of a limited partnership shall result in the bankruptcy of the general partners only.

A limited partnership shall be subject to all the relevant provisions regulating the general partnership with respect to matters in respect of which there is no provision in this Law.

A joint venture is a company comprised of two or more natural or juristic persons. Its existence shall not be raised as a defence against third parties. It does not enjoy a juristic personality and is not subject to any …

A contract of the joint venture shall define its objectives, the rights and obligations of the joint venture partners, the method of distribution of the profits and losses, the manner of management of the company and any…

A partner in a joint venture shall not be considered a merchant, unless he/she carries out commercial business by himself/herself.

A joint stock company is a company whose share capital is divided into shares which shall be traded in the manner prescribed by law. A shareholder shall not be liable except to the extent of his/her shareholding in the s…

A joint stock company shall consist of at least three (3) natural or juristic persons. The companies established solely by the Government or jointly with another shall be exempt from this provision.

The company shall have a trade name which shall not be a name of a natural person, unless the objective of the company is to exploit a patent registered in accordance with the law in the name of such person, or in the ev…

The issued share capital of a public joint stock company shall not be less than two million (2,000,000) Omani Rials and five hundred thousand (500,000) Omani Rials in the case of a closed joint stock company. As an excep…

Whoever practically participates in the procedures of establishment of a joint stock company with the intention of assuming responsibility therefor shall be deemed to be a founder of such joint stock company. Whoever sig…

A founder shall, in his/her dealings with the company under establishment or for its account, exert the care of a prudent person, and the founders shall be jointly liable for any damage which may be sustained by the comp…

Any action performed by the founders with third parties in the name of the company under establishment shall be effective against the company if it was necessary for its establishment, and such actions must be approved b…

The constitutive general meeting shall, prior to the approval of any of the actions referred to in Article 94 of this Law, be informed of the facts related to the action. Whoever violates this obligation shall be liable …

The founders shall appoint from among them a committee whose members shall not be less than three (3) members for carrying out the establishment procedures.

The Constitutive Documents shall particularly include the following data: 1. name of the company and its principal place of business; 2. objectives of the company; 3. amount of the share capital, the number of the shares…

The establishment of a joint stock company shall be effected by submission of an application for establishment to the Concerned Body signed by at least three (3) of the founders and accompanied by a list of the names of …

The constitutive committee shall attach to the application for establishment a copy of the Constitutive Documents signed by all the founders and any data or other documents specified by the Regulations. It shall also att…

The founders of a public joint stock company shall subscribe for a percentage of at least thirty percent (30%) and not exceeding sixty percent (60%) of the share capital and the remaining shall be offered for public subs…