Professional Documents
Culture Documents
OMAN
COMMERCIAL
COMPANIES
(IN SUMMARY)
F EBRUARY 2016
Joint-Stock Company
Limited Liability Company Joint-Stock Company Joint Venture General
(Closed)
(LLC) (Public) (SAOG) (JV) Partnership
(SAOC)
Company Name
Any name including the word Any name other than the Any name other than the Does not have a Any name which
Oman will require minimum name of a natural person name of a natural person name of its own may include the
capital of OMR 500,000 in the since it is name of one or
The name may not include The name may not
under formation bank account essentially an more partners
the name of a natural include the name of a
agreement
Any name which may include person unless it is natural person unless it is General
between two or
the name of one or more registered as a patent registered as a patent Partnership must
more natural or
partners in the company is follow the name of
SAOC to follow the name SAOG to follow the juristic persons
acceptable the company
of the company name of the company establishing legal
LLC must follow the name of relationships
the company between its
members without
affecting third
parties. It has no
juristic personality
and not subject to
registration with
any government
authority.
Shareholders
Minimum of 2 partners Minimum of 3 partners Same as SAOC Minimum of 2 Formed by two or
JV partners more natural or
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OMAN COMMERCIAL COMPANIES (IN SUMMARY)
Joint-Stock Company
Limited Liability Company Joint-Stock Company Joint Venture General
(Closed)
(LLC) (Public) (SAOG) (JV) Partnership
(SAOC)
legal persons
Constitutional Documents
Constitutive Contract Constitutive Contract and Same as SAOC JV Agreement Partnerships
Articles of Association memorandum of
(must be) approved by the association
Directorate General of
MOCI
Shares
Single class of shares with Different classes of shares Promoters shall Not applicable Partners share not
equal nominal value and preferential rights (i.e. subscribe neither less represented by
voting rights and rights of than 30% nor more than negotiable
Each partner shall have the
subscription to new shares) 60% of the companys certificates
right to attend partners
permissible shares and offer the
meeting and one vote for each The ownership of a
remaining for public
share he owns Preferential and partners share can
subscription
concessionary shares shall only be transferred
Joint ownership of shares
be included in the Shares offered for public to a third party
permissible
companys Articles of subscription are required with the consent
Shares cannot be mortgaged Association or after the to be fully subscribed. As of all partners or in
approval of an an exception the compliance with
Assignment of shares subject extraordinary general promoters may upon the the partnerships
to preemptive rights meeting approval of the memorandum of
exercisable by the other Directorate General of association
shareholders A share to be owned by a
Commerce cover the un-
single person (except under
Share transfer to be effected at subscribed shares prior
special circumstances)
the Commercial Registry to the holding of the
Loan stocks or bonds may constituent assembly
be issued
Different classes of
Shareholders shall be shares and preferential
confined to the payment of rights (i.e. voting rights
the value of the shares and rights of
subscription to new
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OMAN COMMERCIAL COMPANIES (IN SUMMARY)
Joint-Stock Company
Limited Liability Company Joint-Stock Company Joint Venture General
(Closed)
(LLC) (Public) (SAOG) (JV) Partnership
(SAOC)
subscribed shares) permissible
Shares shall be represented Preferential and
by negotiable certificates concessionary shares
shall be included in the
At least half the nominal
companys Articles of
value of the issued share
Association or after the
must be paid upon
approval of an
subscription
extraordinary general
Assignment of shares to be meeting
pursuant to the Capital
A share to be owned by a
Market Law
single person (except
Approval of the Board of under special
Directors not a prerequisite circumstances)
for share sale
Loan stocks or bonds
may be issued
Shareholders shall be
confined to the payment
of the value of the shares
subscribed
Shares shall be
represented by
negotiable certificates
At least half the nominal
value of the issued share
must be paid upon
subscription
Assignment of shares to
be pursuant to the
Capital Market Law
Approval of the Board of
Directors not a
prerequisite for share
sale
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OMAN COMMERCIAL COMPANIES (IN SUMMARY)
Joint-Stock Company
Limited Liability Company Joint-Stock Company Joint Venture General
(Closed)
(LLC) (Public) (SAOG) (JV) Partnership
(SAOC)
third party
Page | 4
OMAN COMMERCIAL COMPANIES (IN SUMMARY)
Joint-Stock Company
Limited Liability Company Joint-Stock Company Joint Venture General
(Closed)
(LLC) (Public) (SAOG) (JV) Partnership
(SAOC)
ordinary general meeting account of the company Removal of
and shall not utilize the managers is
Limited rules of corporate
information accessible to accomplished by
governance applicable
them without the prior a unanimous
The general meeting consent of the ordinary decision taken by
empowered to remove any general meeting all the partners or
or all members of the if partnerships
Limited rules of
board even if the Articles of memorandum of
corporate governance
Association provide association
applicable
otherwise provides so, by a
The general meeting decision of a
Meetings of board of majority
empowered to remove
directors are not valid exceeding half of
any or all members of
unless it is attended by at all the partners
the board even if the
least half the members or
Articles of Association
their representatives
provide otherwise
Board to make its decisions
Meetings of board of
by relative majority of
directors are not valid
members present,
unless it is attended by
generally
at least half the
members or their
representatives
Board to make its
decisions by relative
majority of members
present, generally
Rules of corporate
governance applicable
Auditors
It is obligatory to appoint an Appointment of Same as SAOC Not Applicable Not Applicable
auditor only under any of the independent auditor
following circumstances: mandatory who shall be
appointed by the ordinary
The number of partners general meeting
exceeds 10
Auditors liable to the
The share capital exceeds OMR company, shareholders and
50,000 third parties for failure to
The partners representing discharge their duties
more than one fifth of the professionally
capital request it [Note: Omans New Code of
Corporate Governance
imposes additional
responsibilities vis--vis
internal and external auditors.]
Liquidation
May be dissolved for reasons May be dissolved for Same as SAOC No juristic May be dissolved
specified in the Constitutive reasons specified in the personality; for reasons
Contract or as otherwise Articles of Association or as therefore, no specified in the
provided by law otherwise provided by law question of partnerships
liquidation. memorandum of
May be dissolved at any time May be dissolved by an
However, the JV association or as
by a favorable vote of partners extraordinary general
Agreement can be otherwise
representing three quarters of meeting upon erosion of
terminated as per provided by law
the capital three quarters of the
contractually
capital Deemed
agreed provisions
dissolved upon
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OMAN COMMERCIAL COMPANIES (IN SUMMARY)
Joint-Stock Company
Limited Liability Company Joint-Stock Company Joint Venture General
(Closed)
(LLC) (Public) (SAOG) (JV) Partnership
(SAOC)
the death,
declaration of
insolvency or
bankruptcy or
withdrawal of
one of the
partners
The competent
court may upon
the request of
one of the
partners decide
the dissolution of
the partnership
due to the failure
of one or more
partner to fulfill
his obligation
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