Oman is a civil law jurisdiction. Legislation is the primary source of its laws, not judicial precedent.
Royal Decrees form the bedrock of Oman’s legislative framework, and are often supplemented by secondary/delegated legislation in the form of Ministerial Decisions. Royal Decrees are identified in this article with the initialisation “RD”.
Oman’s Civil Transactions Law RD 29/2013 (the Civil Code) regulates all matters that are not addressed by other specific laws. Under the Civil Code, commercial arrangements between parties are governed by the contract between them, unless the law imposes a contrary requirement. The principles of Islamic jurisprudence, the principles of Shari'a and customary practices may also be relevant when interpreting a contract (in that order of descending authority).
The courts take a purposive approach to the construction of contracts, and will seek to identify the intention of the parties to a contract. Broadly speaking, a party exercising rights under a contract will be expected to act reasonably and in good faith.
The Basic Law of the State RD 6/21 (the Basic Law) essentially serves as Oman’s constitution. Under the Basic Law, judicial power is independent and vested in the courts, which operate in accordance with the rule of law.
The judiciary consists of the Primary Courts (otherwise known as the Courts of First Instance), the Appeal Courts and the Supreme Court (Oman’s highest Court).
Non-Omanis may only conduct business in Oman through a locally registered entity. In practice, this means that non-Omanis must either establish a presence in Oman or conduct their business through a local commercial agent in order to invest in Oman.
Establishing a Presence in Oman
Oman’s Foreign Capital Investment Law RD 50/2019 (the FCIL) came into force and effect in January 2020, and its impact has been to significantly relax Oman’s foreign ownership restrictions.
Oman’s Ministry of Commerce, Industry and Investment Promotion (the MOCIIP) has recently issued, pursuant to Ministerial Decision 209/2020, a new list of activities that remain subject to foreign ownership restrictions (the restricted activities list). The restricted activities list includes activities such as automotive repair, translation/interpretation services and labour recruitment offices; it may be updated from time to time by a decision of the Minister of the MOCIIP.
There are certain industry sectors that do not appear on the restricted activities list, despite historically requiring a higher level of local ownership. Oman’s engineering law, for instance, requires engineering consultancy offices to have a minimum of 35% local ownership. The MOCIIP is expected to continue to apply any such industry sector restrictions.
Even prior to the introduction of the FCIL, foreigners establishing a presence in Oman’s “free zones” or “special economic zones”, or under the US-Oman free trade agreement or certain reciprocal arrangements implemented within the GCC, were able to take advantage of less onerous foreign ownership restrictions. However, the restricted activities list also applies to non-Omanis establishing a presence under these routes.
Conducting Business through a Local Commercial Agent
Any arrangement under which a foreigner conducts its business through a local commercial agent must be registered with the MOCIIP. Commercial agents must be duly licensed by the MOCIIP.
Companies, partnerships, branches and representative offices must be registered with the MOCIIP. Where the entity being established is owned in whole or part by non-Omanis, the application for registration will need to be processed through the investment services centre of the MOCIIP. MOCIIP registration is required before any of these types of entity can commence operations.
Contractual joint ventures (see 3.1 Most Common Forms of Legal Entities) are the exception to this general rule: although they are treated as legal entities formed under the Commercial Companies Law RD 18/2019 (CCL 2019), they do not require registration with the MOCIIP. At least one of the parties to the contractual joint venture will need to have an appropriately licensed presence in Oman, however.
A foreigner who undertakes investment activity in Oman other than in compliance with the FCIL may be fined between OMR20,000 and OMR150,000. An Omani who participates with a foreigner in an investment project other than in accordance with the FCIL is subject to the same penalty.
The FCIL’s executive regulations were issued in June 2020 and set out the types of investment project that may apply for preferential treatment (eg, projects established in Oman’s less developed regions), and the financial and non-financial conditions that must be satisfied in order for an investment project to qualify for such treatment.
There is no formal procedure to challenge a decision by the MOCIIP to reject a foreign investment (eg, where the MOCIIP declines to issue the necessary licence or declines to approve the necessary registration). If an investor believes that an application has been unreasonably rejected, the first response should be to open a dialogue through the appropriate channels at the MOCIIP. It is prudent to appoint local counsel with an understanding of MOCIIP’s structures, practices and ethos to assist with these discussions. If that approach is not successful, then it would also be open to an investor to challenge any such decision in court. Oman’s legal system operates in accordance with the rule of law.
The types of legal entity available in Oman are companies established under the CCL 2019, branches and representative offices.
For new entrants to Oman, a presence is typically established by incorporating a limited liability company/single person company or, in the case of a foreign investor that has been awarded a qualifying government contract, by establishing a branch.
Entities may be established either “onshore” in Oman, or in one of Oman’s industrial free zones (free zones) or special economic zones (SEZs). A company established in a free zone or an SEZ may not undertake commercial activities onshore in Oman.
Companies Established under the CCL 2019
These may be formed as:
A JSC must have at least three shareholders.
The minimum share capital of an SAOG is OMR2 million, and the minimum share capital of an SOAC is OMR500,000. Higher share capital requirements may be required, depending on the activities undertaken by the JSC. A JSC must allocate 10% of its net profits to a legal reserve until the legal reserve reaches one-third of the JSC’s share capital.
The liability of a JSC is limited to the amount of its share capital, and a shareholder’s liability is limited to its shareholding in the JSC’s share capital.
Both SAOGs and SAOCs are subject to considerably more onerous regulatory requirements under the CCL 2019 than LLCs. SAOGs must also be listed. As a listed company, an SAOG is regulated by the Capital Market Authority and subject to its rules and regulations.
A JSC is managed by its board of directors. Subject to the CCL 2019 and the JSC’s articles of association, a JSC’s board of directors has all authority necessary to manage its affairs; its board also has a duty to implement any resolutions passed by the JSC’s shareholders in general meetings. An SAOG must have between five and 11 directors, and an SAOC must have between three and 11 directors. In each case, the number of directors (which must be uneven) will be specified in the JSC’s articles of association.
A JSC’s directors are listed in its commercial registration (a document maintained by the MOCIIP and available for public inspection), which will also set out the authorised signatories of the JSC and any limits on their powers.
The key advantage of JSCs over LLCs is that shares in JSCs may be mortgaged as security. This may be necessary in order for a company to procure debt financing. Unlike SAOCs and LLCs, SAOGs may also raise equity finance in the capital markets, as they are able to offer their shares to the public. Some regulated activities in Oman may only be undertaken by SAOGs.
A Holdco is a JSC that exercises financial and administrative control over one or more JSCs and/or LLCs by holding at least 51% of the shares of each such company. Holdcos are generally subject to the same regulation as JSCs.
An LLC must have at least two shareholders.
An LLC must allocate 10% of its net profits to a legal reserve until the legal reserve reaches one-third of the LLC’s share capital.
The liability of an LLC is limited to the amount of its share capital, and a shareholder’s liability is limited to its shareholding in the LLC’s share capital.
LLCs are managed by one or more managers. Subject to the CCL 2019 and the LLC’s constitutive documents, an LLC’s managers have all the authority necessary to manage its affairs.
An LLC’s managers are listed in its commercial registration (also available for public inspection), which will also set out the authorised signatories of the LLC and any limits on their powers.
LLCs are subject to a considerably less onerous regulatory regime than JSCs, and accordingly are considerably more prevalent.
An SPC must have only one shareholder.
SPCs are subject to the same regulation as LLCs under the CCL 2019, to the extent such regulations are not inconsistent with the nature of an SPC.
SPCs were introduced for the first time under the CCL 2019, and are likely to be a popular alternative to LLCs going forward.
A CJV is formed (typically pursuant to a written joint venture contract) by two or more partners. It is described in the CCL 2019 as a “concealed company”, and is the only legal entity in Oman that is not subject to registration with the MOCIIP.
CJVs are not subject to any minimum share capital requirement.
A CJV does not have a separate legal personality. Each of its partners therefore contracts only in its own name, and has unlimited liability for the obligations and liabilities it assumes under that contract.
If a CJV partner discloses the existence of the CJV to a third party who deals with that partner in the context of the CJV’s activities, then the CJV will become a general partnership. This will result in all of the CJV’s partners assuming unlimited liability for the liabilities and obligations of the CJV.
Investors tend to favour LLCs over CJVs because of the limited liability that LLCs confer. CJVs can, however, offer a quick route into the market and are subject to considerably less onerous regulation under the CCL 2019 than LLCs. Historically, foreign investors have sometimes adopted the CJV structure where they have a single contract to perform (eg, as a contractor on a project) and do not intend to remain in Oman following its completion. As a consequence of the liberalisation of Oman’s foreign ownership restrictions, however, some contractors that would previously have adopted the CJV structure may in future view an LLC as a more attractive option.
GPs and LPs
A GP is formed of two or more general partners, each of whom must be a natural person. The partners of a GP are jointly and severally liable for the GP’s liabilities and obligations.
An LP is formed of at least one general partner and at least one limited partner. The general partners of an LP are jointly and severally liable for the LP’s liabilities and obligations, whereas the liability of a limited partner in an LP is limited to the amount of its contribution.
GPs and LPs have constitutive contracts that regulate their management and operation. Subject to its constitutive documents, all partners of a GP and all general partners of an LP are considered to be managers of the GP/LP. The limited partners of an LP may not be involved in its management.
Neither GPs nor LPs are subject to a minimum capitalisation requirement, and there is also no legal reserve requirement for either structure. However, the unlimited liability of general partners means that GPs and LPs are rarely attractive to investors when structuring their investments.
Subject to very limited exceptions, branch structures can only be established where a foreign company has entered into a “qualifying contract” with the Omani government or with a company in which the Omani government has a material interest. The activities of the branch are limited to performance of the qualifying contract, and the branch must be deregistered on the expiry or earlier termination of the qualifying contract. There are no foreign ownership restrictions on branches, and accordingly a branch’s parent company can be a foreign company.
The permitted activities of a representative office are limited to promoting the business of its parent company; they may not engage in any other commercial activity.
Features common to branches and representative offices
There are no foreign ownership restrictions on branches/representative offices, and accordingly the parent company of a branch/representative 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 to him/her under a power of attorney issued by the parent company.
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.
In some cases, pre-approval must first be sought for the LLC’s proposed name. In most circumstances, however, the process to incorporate/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 accompanied by all necessary supporting documents, including:
Preparation of these supporting documents can involve considerable lead time, not least because some of them will need to be notarised (or, in the case of foreign shareholders, apostilled) before submission to the MOCIIP. The constitutive contract must either be in Arabic or be provided with an Arabic translation (dual language constitutive contracts are permissible). The licensing process will involve seeking approval for the specific activities to be undertaken by the LLC.
The steps following incorporation include registration 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.
As noted in 3.1 Most Common Forms of Legal Entities, branch structures can generally only be established where a foreign company has entered into a qualifying contract with the Omani government or with a company in which the Omani government has a material interest. It will therefore generally not be possible to commence an application to establish a branch until the relevant Omani government entity has issued a sponsorship letter in favour of the parent company of the branch.
Once this sponsorship letter has been issued, an application can be made by the parent company to the MOCIIP for registration of the branch. The supporting documents that will need to be provided include the following:
The preparation of these documents can take some time, for the same reasons given in relation to LLCs above. The letter of undertaking and the power of attorney must be in Arabic or provided with an Arabic translation. As with an LLC, the activities of the branch will need to be specifically licensed.
The branch is usually registered by the MOCIIP within one week of the application.
As with LLCs, the steps following incorporation include registration with the Chamber of Commerce and Industry, and application for a municipality licence. To apply for a municipality licence, the LLC must submit a copy of its tenancy agreement.
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 Entities, all companies established under the CCL 2019 (other than CJVs), all branches and all representative offices need to 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 article.
LLCs are managed by one or more managers. Subject to the CCL 2019 and the LLC’s constitutive documents, an LLC’s managers have all the authority necessary to manage its affairs. The CCL 2019 and the LLC’s constitutive documents 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 to him/her under a power of attorney issued by the parent company.
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.
The managers of an LLC are jointly or severally liable to the LLC and third parties for, inter alia, their violation of the CCL 2019 and/or the LLC’s constitutive documents, and their negligence in the management of the LLC.
The CCL 2019 also provides that the managers of an LLC are subject to the same liability as the directors of a JSC, regardless of any provision to the contrary in the LLC’s constitutive documents.
Conflicts of interest
The CCL 2019 contains several provisions that subject a manager to liability where he/she contravenes the CCL 2019’s provisions requiring a manager to avoid conflicts of interest.
Piercing the corporate veil
The general rule is that the liability of an LLC is limited to the amount of its share capital, and a shareholder’s liability is limited to its shareholding in the LLC’s share capital.
There is, however, the potential in certain limited circumstances for the corporate veil to be pierced in the event of an LLC’s bankruptcy, and managers can also become liable where they act outside their authority. In certain limited circumstances, managers may also become criminally liable under the Penal Code RD 7/2018 (the Penal Code) in the event of an LLC’s bankruptcy.
The liability of the directors/managers and officers of a branch will, generally speaking, be determined based on the laws applicable in the jurisdiction of incorporation of its parent company, and the constitutional documents of its parent company.
The general manager of a branch will also be personally liable if he/she exceeds the authorities granted in their power of attorney (as will any other authorised signatory of the branch who exceeds their authorities).
The parent company of a branch is required to guarantee the obligations and liabilities of the branch pursuant to the letter of undertaking referred to under 3.2 Incorporation Process. Therefore, the liability of a branch is not ringfenced.
The employer/employee relationship in Oman is regulated by the Labour Law RD 35/2003 (as amended – the Labour Law). Regulations are issued from time to time by the Ministry of Labour to further regulate particular aspects of the employment relationship.
The Labour Law prescribes an employee’s minimum benefits and entitlements, such as maximum working hours, annual leave entitlements and sick leave entitlements. The employment contract may include benefits and entitlements that exceed these minimum requirements.
Employee unions are recognised in Oman. Collective negotiations may take place between the employer and the employees’ trade union, with a view to improving the terms and conditions of work, enhancing productivity and settling disputes. Employees have a right to strike peacefully, provided certain procedures are followed.
The Labour Law requires a contract of employment to be in writing; it must in Arabic and must be translated into a language that both employer and employee can understand, where applicable. A contract of employment must include certain specified information, and may be for a fixed term or an unlimited term.
An employee may not be required to work for more than nine hours a day or 45 hours a week, including at least a half hour break. Employees should have a lunch break of not less than half an hour, if the continuous period of work is six hours or more.
An employee is entitled to no less than 48 consecutive hours of rest per week after five continuous working days.
If an employee is required to work overtime, then the employer must pay the employee overtime equivalent to the employee’s basic salary for the extra work hours, plus at least 25% of such salary (for day-time work) and 50% of such salary (for night-time work); if the employee agrees in writing, the employer may grant the employee leave from work in lieu of the overtime.
An employee who works on an official holiday is entitled either to salary for such day plus additional overtime pay equal to at least 25% of such pay, or to an additional rest day.
An employment contract will terminate under the following circumstances:
Although an employer may terminate an employment contract by notice, the Supreme Court has held that termination should be based on a legal justification.
The Labour Law contains no provision that entitles an employer to terminate an employee on the grounds of redundancy if the employer remains solvent.
If the termination of an employee’s contract of employment is arbitrary or without legal justification in accordance with the Labour Law, then an employee may file a claim for unfair dismissal. In such circumstances, the court may order reinstatement of the employee or the payment of not less than three months’ salary as compensation.
There are currently no definitive guidelines for the courts to take into account in determining unfair dismissal claims or how compensation for unfair dismissal is calculated.
The Labour Law does not include any rights for employee representation.
Personal Income Tax
Although Omani citizens and residents are not currently subject to personal income tax unless they solely own an establishment (as defined in 5.2 Taxes Applicable to Businesses), there is a possibility that an income tax on high earners will be introduced in the future.
Each permanent employee in the private sector who is an Omani national and is aged between 15 years and 59 years must contribute 7% of their gross salary to the Public Authority for Social Insurance (PASI). This amount is deducted from their salary and paid by the employer. The employer is also required to make a contribution to PASI equal to 11.5% of the gross salary of an Omani national. A total of 18.5% of the gross salary of an Omani national must therefore be remitted to PASI. The gross salary is restricted to OMR3,000 per month for calculating these contributions.
Employment Security Scheme
In addition to the above, Oman has recently introduced an Employment Security Scheme pursuant to RD 82/2020 (the Scheme). Employers will be required to contribute an amount equal to 2% of each Omani employee’s monthly wage to the Scheme each month, half of which will be deducted from the employee’s salary.
Three categories of person (Omani taxpayers) are liable to income tax in Oman: establishments, Omani companies and permanent establishments. The rate of tax is generally 15% of taxable income, although a lower rate of 3% applies to certain small taxpayers where prescribed conditions are met.
For these purposes:
A lower income tax rate of 12% is temporarily in place for small and medium companies (SMEs), as noted under Economic Stimulus Plan below.
Special provisions apply to the taxation of income derived from the sale of petroleum.
Economic Stimulus Plan
The Ministry of Finance has published an Economic Stimulus Plan (ESP) as part of its efforts to mitigate the effects of COVID-19 on the economy. The plan addresses the following key areas:
The tax measures adopted by the ESP include the following:
The ESP also exempts all companies whose main activity is to operate in the economic diversification sectors from income tax for a period of five years. To be eligible for this exemption, the activity must have commenced between 1 January 2021 and 31 December 2022; eligibility is subject to the rules and conditions set out by the Omani tax authority.
Oman’s Supreme Committee has also issued various decisions to mitigate the effects of COVID-19, including tax relief measures.
Amendment to Income Tax Law
The Income Tax Law was amended in 2020 by RD 118/2020. Key amendments include the following:
Value Added Tax
Value added tax (VAT) was introduced in Oman pursuant to RD 121/2020 promulgating the Value Added Tax Law. The standard VAT rate is 5%, and it is generally applicable to most goods and services. Other supplies such as food, medicine and medical equipment are charged at a 0% rate. In addition, certain other services are generally exempt from tax, such as education and healthcare.
Omani taxpayers are required to withhold tax on any of the following types of payment to foreign entities that do not have a permanent establishment in Oman:
Withholding tax is applied at the rate of 10% of the gross income from the above sources, as modified by any Double Tax Treaties entered into by Oman. The withholding on payments of dividends and interest applies only to JSCs and investment funds.
Oman’s Capital Market Authority announced on 16 May 2019 that the government had agreed to “suspend the income tax related to dividends on shares and interests at 10% imposed after the issuance of the Income Tax Law promulgated by Royal Decree No 9/2017 for three years as from May 6, 2019 extendable.” The suspension on income tax related to dividends on shares and interests has been extended by the ESP until 2024 (see under Economic Stimulus Plan above).
The worldwide income of an entity formed in Oman is taxed in Oman. Tax credits are available to Omani taxpayers (as defined in 5.2 Taxes Applicable to Businesses) who are subject to foreign taxes on income that is also taxed in Oman. The credit is limited to the amount of tax incurred in Oman.
The FCIL’s executive regulations set out the types of investment project that may be exempted from tax, customs and other charges.
The income of companies established in the Salalah free zone, the Sohar free zone, the Al Mazunah free zone and the Duqm SEZ is exempt from tax for a period of 30 years (or 25 years in the case of the Sohar free zone).
The ESP waives 1% of payable tax (up to a maximum amount of OMR10,000) for all taxpayers who file their tax returns and pay taxes within the prescribed time period.
Exemptions from tax are given in two ways: exempt activities and exempt income.
Tax exemptions are available only for industrial (manufacturing) activities; the exemption is for a period of five years and cannot be renewed.
The ESP has exempted certain commercial activities from income tax (see 5.2 Taxes Applicable to Businesses (Economic Stimulus Plan)).
Examples of income exempt from tax include the following:
While taxable under law, foreign companies engaged in oil and gas exploration activities normally have their liability to tax discharged by the government under the terms of their oil and gas concession agreements.
Foreign companies working for the government in projects deemed to be of national importance may be able to negotiate a tax protection clause whereby any tax paid by them is reimbursed by the government.
Oman does not have a regime of tax consolidation. Each taxable entity is required to file its own Annual Return of Income.
If the debt-to-equity ratio exceeds 2:1 in the case of related party debt, interest on the excess debt is not deductible for tax purposes. This rule applies to all Omani taxpayers other than banks and insurance companies, permanent establishments of foreign companies, or proprietary (Omani-owned) establishments. Interest paid to related parties is allowed only to the extent the loan terms are at arm's length.
Transactions between related parties must be valued at arm’s length. There is no specific guidance on acceptable methods for determining an arm’s-length price. In practice, the Oman tax authorities apply transfer pricing rules in accordance with OECD guidelines.
Oman has stringent anti-evasion rules.
Where a taxpayer fails to declare the correct income in their income return, Oman’s Secretary-General of Taxation may impose a fine of between 1% and 25% of the difference between the tax value of the taxpayer's actual taxable income and the tax value as per the return submitted.
Subject to any harsher punishment specified in the Penal Code or any other law, the following offences are punishable by imprisonment for a period of between six months and three years and/or by a fine of between OMR5,000 and OMR50,000:
Anti-competitive practices in Oman are regulated by the Competition Law RD 67/2014 (as amended – the Competition Law) and its executive regulations.
Any person who intends to take any action that will result in an “economic concentration” must submit a written application to the MOCIIP.
An “economic concentration” is defined in the Competition Law as “any act that results in the transfer of the ownership of all or part of the assets, shares, stocks, use, rights or obligations of one person to another person or establishing consortiums or amalgamations or combining two or more managements under one joint management, which is likely to cause a person or a group of persons directly or indirectly to be in a dominant position.” Joint ventures are therefore potentially caught by this definition.
Any action that would lead to an economic concentration resulting in the acquisition of more than 50% of the market concerned may not be approved by the MOCIIP, which has discretion to approve or reject applications falling below this 50% threshold.
The scope of the Competition Law is broad and applies to all activities of production, commerce, services and any other economic or commercial activities practised in Oman, and to any economic or commercial activities performed outside Oman that would have consequential effects inside Oman.
The Competition Law also regulates the abuse of IP rights, where this would have an adverse effect on competition. It does contain limited exemptions, however, including for public utility companies and certain R&D activities.
The MOCIIP will examine any application for clearance of an economic concentration (see 6.1 Merger Control Notification) and issue a decision within 90 days (and will be deemed to have approved the application if it does not respond within such timeframe).
The Competition Law provides that any agreement, arrangement or practice (whether concluded inside or outside Oman) that has the object of preventing, limiting or weakening the competition is prohibited.
Collusion in bids or tenders among persons, or drawing up provisions in the conditions of tenders such as the inclusion of the trade mark of the commodity or specification of its type (ie, cartels), are expressly given as examples of prohibited practices.
The Competition Law contains a non-exhaustive list of practices that would be treated as having the object of preventing, limiting or weakening competition.
The abuse of a dominant position is prohibited under the Competition Law. Any person who enjoys a dominant position is prohibited from carrying out any practice that is likely to prejudice, restrict or prevent competition. The Competition Law also contains a non-exhaustive list of practices that would be caught by this prohibition on abusing a dominant position.
A dominant position is defined by the Competition Law as the ability of a person or a group of persons who directly or indirectly work jointly to control or influence the market concerned, including the acquisition of more than a 35% share of that market. The “market concerned” is also defined in the Competition Law, and has two key elements: relevant product and the geographical scope. Identifying and applying the scope of the “market concerned” to the activity/practice in question is key to determining whether a dominant position has arisen.
Agreements and arrangements (whether concluded inside or outside Oman) that have the object of securing the monopoly of the import, production, distribution, sale or purchase of any goods or circulation thereof or performing any monopolistic act that would affect the market are also prohibited. For these purposes, a “monopoly” is defined in the Competition Law as the control by a person or a group of persons directly or indirectly of the quantity and prices of a kind of goods or service in a manner that would result in a restriction or cause an adverse effect on the freedom of competition.
The Executive Regulations
In January 2021, the executive regulations to the Competition Law were issued pursuant to MOCIIP Ministerial Decision No 18/2021 (the Regulations). The Regulations aim to remove uncertainty and provide clear guidance in determining whether or not an arrangement would fall within the scope of the Competition Law.
In doing so, the Regulations provide further guidance as to the meaning of dominance, relevant products and geographical scope, and should therefore be consulted when assessing whether or not an arrangement would fall within the scope of the Competition Law (ie, whether or not an arrangement would be considered to be a prohibited practice, or whether a transaction would require MOCIIP pre-approval).
The Regulations also set out clear guidance as to when market dominance could be triggered, as follows:
The Regulations set out the process to apply for MOCIIP approval for an economic concentration, and provide that the application must be accompanied by several documents, including information determining the nature and structure of the economic concentration. Justification for the economic concentration, copies of reports, studies and questionnaires prepared for the purpose of assessing the economic concentration must also be provided. It is important to note that the Regulations provide that all documents submitted as part of the economic concentration application must be in Arabic; if they are in a foreign language, an attested and certified Arabic translation must be attached.
The MOCIIP has 90 days from the date on which it has received all of the required information and documents to consider the application and make its decision. The MOCIIP may approve the application subject to conditions, or may reject the application. An application that is rejected or conditioned can be appealed to the Minister of the MOCIIP.
Under the Industrial Property Rights Law RD 67/2008 (as amended – the IPR Law), an invention is patentable if it is new, involves an innovative step, and is capable of industrial application.
Broadly speaking, the procedure to register a patent is as follows.
A patent generally expires 20 years after the filing date.
The IPR Law also regulates trade marks. A trade mark is any sign capable of being represented graphically in a manner that distinguishes the goods or services of one supplier from those of another supplier.
Broadly speaking, the procedure to register a trade mark is as follows.
The period of protection for a trade mark registered in Oman is ten years from the filing date, and this may be renewed.
Industrial design is defined under the IPR Law as “any combination of lines, colours or any three-dimensional form whether connected with lines or colours or not, provided that such combination or form gives a distinctive appearance to an industrial or a handicraft product forming a sign of an industrial or a handicraft product which is visually perceptible with an unaided eye.” To be eligible for registration, an industrial design must be new, must not have been disclosed to the public, and must be industrially applicable.
The term of protection for an industrial design registered in Oman is five years, which may be renewed for two consecutive periods of the same duration upon the owner’s request and after payment of the prescribed fees.
Broadly speaking, the procedure to register an industrial design is as follows.
An industrial design expires five years from the filing date, and is renewable for two consecutive periods of the same duration upon the owner’s request.
The Law for the Protection of Copyright and Neighbouring Rights RD 65/2008 (as amended – the Copyright Law) regulates copyright law in Oman. Oman ratified the Berne Convention for Protection of Literary and Artistic Works in July 1999.
Protection under the Copyright Law is provided to original literary, technical and scientific works, regardless of the value of these works, their nature or the method of expression used or the purpose of their authorship. Computer programs and databases read from a computer or from elsewhere are also protected by copyright. Mere ideas, procedures, methods of work, mathematical concepts, principles, inventions and data are not protected by copyright.
An author or his representative may, before publication of the author's work, deposit an application for protection of his/her work to the MOCIIP in the prescribed form, together with three copies of the work. The Copyright Law considers such deposit tantamount to ownership. The applicant will be provided with a deposit number and the deposit will then be published in the Official Gazette. Thereafter, an application is submitted to the Ministry for the data deposit certificate for the work.
The financial rights of an author of a literary work, including computer programs, are protected during the period of his life and for 70 years starting from the commencement of the calendar year following the year of his death.
Registration of title to the authorship of a work acts as proof of ownership to the work (Registered Owner), and the onus to prove that the work does not belong to the Registered Owner is on the infringer. In addition to the civil and penal remedies available, a titleholder is also entitled to remedies at borders and to interim/ex parte remedies. Civil remedies include orders to prevent the export/import of the goods involved in the infringement, orders to cease the infringement, and claims for compensation based on losses incurred and profits made by the infringer. If copyright infringement is established, the court must pass a judgment for confiscation of any assets resulting from the infringement. Except in exceptional cases, the court must also order the confiscation of all the commodities involved in the infringement and the material and equipment used to commit the act of infringement, and order their destruction at the expense of the judgment debtor or their disposal outside the trade channels if the destruction is liable to undermine public health or the environment.
Under the Penal Code, a person who becomes acquainted with a secret by virtue of his profession, occupation or work and (without the consent of the concerned person) discloses it other than in the circumstances permitted by law, or uses it for his personal benefit or for the benefit of another person, may be imprisoned for between one month and one year.
Oman does not have a dedicated data protection law. However, data protection is regulated by sector-specific laws such as the Telecommunications Regulatory Law RD 30/2002, and by many general laws, including:
The Basic Law recognises an individual’s right to confidentiality in all forms of communication. There are no guidelines or safe harbours under the Basic Law.
The Electronic Transactions Law applies to any dealing or contract concluded or performed wholly or partly through “electronic messages”. A person who is in control of personal data by virtue of their engagement in “electronic transactions” must inform the data subject what procedures they follow to protect the personal data, prior to processing any such data. These procedures must specify:
It is an offence under the Electronic Transactions Law for a person to intentionally, without authorisation, disclose confidential data that they are able to access using their authorities under the Electronic Transactions Law or any other law.
The Cyber Crimes Law also regulates unauthorised access to electronic sites or IT systems. The law is focused on penalising criminal behaviour.
Under the Electronic Transactions Law, the transmission of personal data outside Oman or to third parties requires consent from the person concerned, and the use of data protection measures.
Oman does not have a central data protection agency.
Executive Regulations of SAOCs and LLCs
Following the publication of the Executive Regulations of SAOGs by the Capital Market Authority (the CMA), the Executive Regulations for SAOCs and LLCs are expected to be published within the next few months by the MOCIIP. These Executive Regulations are expected to clarify the application of the CCL 2019 to a number of matters, including the establishment of companies, the raising of capital and the management of companies.
In 2016, the CMA issued a conceptual framework for a new Securities Law . The Securities Law has not been finalised and has not yet come into force and effect. Based on recent discussions with the CMA, however, the Securities Law is in the process of being finalised and is expected to be issued imminently.
Health Insurance Companies Regulations
In response to the increasing significance of the health insurance sector and the rapid growth of the health insurance market, the recent amendments to the Insurance Companies Law have effectively separated health insurance activities from other insurance activities. Previously, health insurance was considered part of general insurance activities. The amendments to the Insurance Companies Law envisage that the executive president of the CMA will issue a decision regulating the activities of health insurance companies.
Like other GCC countries, Oman has continued to grapple with the economic and social effects of the pandemic and associated collapse in oil prices over the last 12 months. At the time of writing, the oil price has moved back to pre-pandemic levels and a vaccination programme is starting to take shape, so there is some room for cautious optimism.
His Majesty Sultan Haitham bin Tariq has now been the ruler of the Sultanate for over a year. During this time, government institutions have been reformed or consolidated and there has been a steady stream of new legislation. The decree issued in January 2021 that allows for the appointment of a crown prince is of particular note, as this is the first time in Oman’s long history that a measure has been taken to establish a formal mechanism for the transfer of power.
Recent Legislative Developments
Regulations of public joint stock companies (SAOGs)
On 25 February 2021, the Capital Market Authority (the CMA) published Decision No 27/2021 Issuing the Regulations of Public Joint Stock Companies (the Decision), pursuant to Article Two of the Commercial Companies Law promulgated by Royal Decree No 18/2019 (the CCL). The new law is intended to help improve the investment environment and increase investor confidence. The Decision provides clarity on the application of provisions of the CCL to SAOGs, particularly on matters relating to the following, amongst other things:
Pursuant to the Decision, shareholders of an SAOG may now attend general meetings and vote on decisions through the electronic systems approved by the CMA. This development allows foreign shareholders who are unable to attend general meetings physically in Oman to continue exercising their rights as shareholders remotely.
The Ministry of Commerce, Industry and Investment Promotion (the MOCIIP) is expected to publish the Regulations concerning other commercial companies within the coming few months.
Value added tax (VAT)
Royal Decree No 121/2020 promulgating the Value Added Tax Law (the VAT Law) came into force on 16 April 2021 and is part of the Sultanate of Oman’s commitment to conform to international and regional agreements, ensure the country’s financial sustainability, enhance its competitiveness and improve the business environment.
In conformity with the GCC Common VAT Agreement, VAT in Oman is levied on the import and supply of goods and services, at a standard rate of 5% of the taxable value. The "taxable value" is determined by the value of the consideration without tax, and includes all the expenditures that the taxable supplier imposes on the customer and any fees or taxes that are due as a result of the supply, with the exception of discounts, subsidies, grants or the amounts specified by the Executive Regulations of the VAT Law.
Following the enactment of the VAT Law, the Tax Authority has determined the transitional period of mandatory registration deadlines for taxable persons/entities and the effective date of the VAT pursuant to Decision No 3/2021. Taxable persons/entities must comply with all provisions of the VAT Law, such as issuing tax invoices, keeping accounting books and records, submitting tax returns and other obligations, as of the effective date applicable for such taxable persons/entities.
The registration deadlines for taxable persons/entities and the effective date have been divided into five categories depending on the amount of annual supplies, calculated in Omani Rials. VAT for taxable persons/entities with annual supplies that exceed or are expected to exceed OMR1 million came into force on 16 April 2021. This transitional period of VAT applicability is expected to end on 1 April 2022, after which VAT will be imposed on all taxable persons/entities.
On 19 October 2020, the CMA published Decision No 60/2020 issuing the Corporate Governance Principles for Companies in which the Government Owns Shares (the Code). The Code applies to companies that are registered in the Sultanate and controlled by the government or over which the government has influence, regardless of the legal form of the company, with the exception of the following companies:
One short-term practical impact of the Code has been to require all companies that fall under the scope of its application to update their policies and constitutional documents, if required, no later than 12 months from the date of the implementation of the Code.
The Code is expected to strengthen the performance of such companies, mitigate the risk of financial losses and ensure the accountability and transparency of the management so as to minimise the risk of expropriation of the companies’ (and, indirectly, the government’s) assets. The Code forms part of the measures implemented by the government of Oman to address the state budget deficit in accordance with Oman’s Vision 2040.
Oman’s Competition Protection and Monopoly Prevention Law promulgated by Royal Decree No 67/2014, as amended (the Competition Law), was supplemented in January 2021 by MOCIIP Ministerial Decision No 18/2021 issuing the Executive Regulations of the Competition Law (the Executive Regulations).
The Executive Regulations provide further guidance as to the circumstances in which an arrangement will be treated as a prohibited practice under the Competition Law, and clarify when an arrangement will require MOCIIP’s prior approval. These developments are expected to result in greater scrutiny of anti-competitive arrangements and practices in Oman.
Royal Decree No 125/2020 promulgating the Law on Simplifying the Litigation Procedures for Certain Disputes (the Law on Simplifying the Litigation Procedures) came into force on 23 February 2021 with the aim of streamlining and expediting court procedures in the following disputes:
Litigants should expect to resolve such disputes in a timely manner, within the timeframes prescribed in the law. Investors and companies are advised to consider the jurisdiction for settlement of these disputes (whether Omani courts or arbitration), where applicable.
In addition to the above, effective from 1 January 2021, appearing and pleading before Omani courts at all levels (ie, Primary, Appeal and Supreme courts) has been restricted to Omani lawyers. Pursuant to the Ministry of Justice (now the Ministry of Justice and Legal Affairs) Ministerial Decision No 1020/2009, appearing and pleading before the Primary courts only were restricted to Omani lawyers, while non-Omani lawyers were permitted to continue to appear and plead before the Appeal courts and Supreme Court in Oman until 31 December 2012. This time limit was extended by the Council of Ministers periodically, until 31 December 2020. The decision to restrict non-Omani lawyers from appearing and pleading before Omani courts is part of the current movement towards increasing Omanisation and combatting unemployment in Oman.
Other Trends and Developments
With the aim of attracting and increasing foreign investments in Oman, the MOCIIP has recently introduced an automatic licence approval service whereby companies may obtain the approval to practise approximately 1,500 activities through the Invest Easy Portal. As this service links various governmental entities through the Invest Easy Portal, companies will not – to the extent possible – be required to approach each governmental entity separately to obtain the required approvals for certain activities.
Employment and Omanisation
As part of the government’s efforts to combat unemployment issues and provide jobs to Omani nationals in both public and private establishments, the Ministry of Labour has introduced several decisions concerning "Omanising" job roles for various industries in the private sector and revising the framework for the issuance and renewal of work permits for expat workers.
In addition, Oman has recently introduced an Employment Security Scheme pursuant to Royal Decree No 82/2020 (the Scheme) to provide protection and financial aid to Omani national job seekers and Omani nationals whose services have been terminated. The contributors to this Scheme are the Omani labour force and employers in all employment sectors. The employer's and employee's contributions to the Scheme, which took effect from January 2021, are 1% from the gross salary of the employee (the maximum gross salary that is subject to the Scheme is OMR3,000), to be paid by each of the employer and the employee.
Looking to the future, there is also the possibility that Oman will introduce income tax on high earners at some stage in the next few years. Income tax at 15% is already levied on establishments, sole proprietorships, Omani companies and permanent establishments of foreign enterprises in Oman.
Economic prospects in Oman, like the global economy, remain highly uncertain. However, the IMF predicts (April 2021) that GDP will grow by more than 7% in 2022 and inflation will retreat. This rate of growth is one of the highest in the region.
Oman’s budget for 2021 and beyond is likely to maintain a focus on economic diversification whilst trying to manage a balance between reducing the country’s deficit and providing economic growth.
The 10th Five-Year Development Plan (2021–2025) was also announced in January 2021 and is the first plan working towards the aim of implementing the country’s Vision 2040. It focuses on economic diversification and aims to increase the importance of the following key non-oil sectors: