商務投資

FOREIGN BUSINESS AND INVESTMENT LAW

ISSUED 1974
And Amended by
Decree No. 2/1977 and Decree No. 16/1978

Article 1
 It shall be unlawful for any non-Omani national, whether a natural or juristic person, to engage in trade or business in the Sultanate of Oman or to acquire an interest in the capital of an Omani company except as provided in this Law.

Article 2
 Non-Omani nationals desiring to engage in trade or business in the Sultanate of Oman or to acquire an interest in the capital of an Omani company may file an application for authorization to do so with the Ministry of Commerce and Industry.

Article 3
 The license (authorization) required in accordance with Article (2) of this law shall not be granted unless all the following conditions are fulfilled:

that commercial business shall be conducted by an Omani Commercial Company, subject to the stipulations of Article (2) of the Law governing Commercial Companies and that no shares in the capital could be held except in one of those companies.

that the paid up capital of the Omani Commercial Company shall not be less than that determined by the Committee for Foreign Capital Investment referred to in article (9) hereof and is under no circumstances less than R.O 150,000. However. the paid up capital referred to may be decreased to a minimum of Thirty Thousand Rials Omani in accordance with the recommendation of the Committee for foreign capital investment and the reasonable economic reasons which are given by the Committee and are approvedby the Minister of Commerce and Industry after the approval of the Development Council.

that the proportion of Omani shareholding in the Capital and share of profits is not less than that determined by the Committee for Foreign Capital Investment and is under no circumstances less than 35%.

that the Omani Commercial Company shall provide a Bank Guarantee, the text and value of which shall be defined by the Minister of Commerce and Industry if he sees by virtue of the power vested in him that such a guarantee is a pre-condition for granting the required license in accordance with article (2) above.

Article 4
 For the purposes of Article 3 hereof, the Omani nationals' interest may be owned by any one or more of the following:

The government of the Sultanate of Oman or any of its agencies or public institution:

Individuals of Omani nationality, whether resident in Oman or not: and

Omani commercial companies: provided, however, that the percentage interest of the company subject of the application to be owned by Omani commercial companies multiplied by the percentage of the Omani nationals' interests in each such Omani commercial company shall not. v hen added to the percentages to be owned by other Omani nationals, if any, be less than the percentage required in Article 3 hereof to be owned by Omani nationals.

Article 5
 For the purposes of this Law, trade and business shall include all activities performed in the expectation of profit except as provided in paragraph (b) of this Article 5.

For purposes of this Law, the following shall be deemed not to be engaged in trade or business in the Sultanate of Oman:

Service as an official of the Government of the Sultanate and service or employment by persons engaged, hired or retained by the Government of the Sultanate;

individual employment in the Sultanate;

individual service in the Sultanate as an officer, director or manager of an Omani commercial company;

any non-Omani bank which has a representative office in the Sultanate but does not transact any banking business in Oman therefrom;

any-non-Omani business which has no permanent establishment in the Sultanate, does not have any officer, director, employee or agent in the Sultanate for more than 30 days in any calendar year and transacts no business in the Sultanate through any such officer, director, employee or agent when such personnel is in Oman.

any non-Omani business which has no permanent establishment, assets or officers, directors, employees or agents in the Sultanate and has only occasional and isolated transactions in the Sultanate;

any non-Omani press representatives, whether of newspapers, magazines, radio, television or motion pictures, provided that such representatives are in the Sultanate solely for the purpose of reporting events occurring therein; and

any non-Omani company engaged in the business of providing international transportation by air or sea; provided that such company does not provide domestic service within the Sultanate.

Article 6
 The following shall be exempted from the provisions of Article 3 hereof:

Companies, institutions and individual which are engaged in activities in the Sultanate of Oman by virtue of agreements or special contracts concluded with the government of Sultanate or its public institutions;

Companies, institutions and individuals which are engaged in a project declared to be an Economic Development Project;

Companies, institutions and individuals who are engaged in a profession which the Council of Ministers has declared to be a profession of critical need and shortage in the Sultanate of Oman;

Companies and institutions which are licensed banking institutions in the jurisdiction of their organization; and

Companies, institutions and individuals which are exempted by Decree of the Sultan.

Article 7
 The application for authorization to engage in a trade or business in the- Sultanate of Oman or to form an Omani commercial company with non-Omani members to be filed with the Ministry of Commerce and industry pursuant to Article 2 hereof shall include the following:

the constitutive contract or articles and the objects of the proposed Omani commercial company;

The name, address, date and place of birth and nationality (or, in the case of a juristic person, its name, address, form, nationality and a copy of its constitutive contract or articles) of each proposed non-Omani member, unless there are more than twenty in which case only the names and addresses of the twenty who are to have the largest interest shall be set forth, and the aggregate interest in the capital of the proposed Omani commercial company to be owned by the non-Omani nationals;

the name, address and date and place of birth (or, in the case of an Omani commercial company, its name and registration number in the Commercial Register) of each proposed Omani member, unless there are more than twenty in which case only the names and addresses of the twenty who are to have the largest interest shall be set forth, and the aggregate interest in the capital of the proposed Omani commercial company to be owned by Omani nationals;

such other information as may be required by the Minister of Commerce and Industry;

in the case of a proposed joint stock company, the application shall be signed by not less than three founders; and

in the case of any form of Omani commercial company other than a joint stock company, the application shall be signed by not less than two members.

The application for authorization to acquire an interest in an existing Omani commercial company to be filed with the Ministry of Commerce and Industry pursuant to Article 2 hereof shall include the following:

the constitutive contract or articles of the Omani commercial company and its registration number in the Commercial Register;

the name, address, date and place of birth and nationality (or, in the case of a juristic person, its name, address, form, nationality its name, address, form, nationality and a copy of its constitutive contract or articles) of each proposed non-Omani member, unless there are more than twenty in which case only the names and addresses of the twenty proposed members intending to acquire the largest interest shall be set forth and the aggregate interest in the capital of the Omani commercial company sought to be acquired by them;

the aggregate interest in the capital of the Omani commercial company to be owned by non-Omani nationals if the authorization is granted;

the aggregate interest in the capital of the Omani commercial company owned by Omani nationals;

such other information as may be required by the Minister of Commerce and Industry; and

the application shall be signed by the person or persons having the authority to sign on behalf of and bind the Omani commercial company.

If the constitutive contract or articles of an Omani commercial company having non-Omani members are to be amended, such amendment shall be filed with the Ministry of Commerce and Industry with an application for approval signed by the person or persons having authority to sign on behalf of and bind the Omani commercial company.

Article 8
 The Minister of Commerce and Industry shall decide on applications submitted in accordance with Article (2) hereof on the basis of the recommendations of the Committee for Foreign Capital Investment and within two months from the date of application.

Article 9
 There shall be established in the Ministry of Commerce and Industry a Committee for Foreign Capital Investment to be under the Chairmanship of the Under-Secretary of Commerce and Industry and to include four members of at least Director's rank representing the following:

The Ministry of Agriculture. Fisheries. Oil and Minerals

The Directorate Genera1 of Finance

The Development Council

The Oman Chamber of Commerce and Industry

The Committee may ask the help of advisors who may attend its meetings but shall have no right to vote.

The Committee shall give its opinion on the applications submitted in accordance with Article (2) hereof and shall submit its recommendations to the Minister of Commerce and Industry on the following:

The usefulness of the project under application, the proper amount of the capital to be invested and the proportion of Omani shareholding and share of profit, having due regard for the minimum stipulated in Article (3) hereof.

The extent to which the project under application is to be regarded as a development project in accordance with the stipulation of Article (10) hereof.

Dispute and penalties arising out of the application of this decree.

Amendments that may have to be made to this decree from time to time.

All matters connected to the terms of this Decree.

Such other matters as may be submitted to the Committee by the Minister of Commerce and Industry.

Article 10
 The Minister of Commerce and Industry may, at his discretion, declare a project in which non-Omani capital is being invested to be an Economic Development Project. Each Economic Development Project shall be exempt from taxes imposed upon its revenue and income, but not other taxes generally applicable to Omani business, for a period of five years from a date to be fixed by the Minister of Commerce and Industry.

Article 11
 Omani commercial companies to which this Law applies are subject to all laws and regulations of the Sultanate, including the labor regulations of the Sultanate as well as all regulations and inspections of commercial and industrial projects normally applied under Omani law, except as may be otherwise provided in the Law or applicable laws and regulations.

The Minister of Commerce and Industry may specify such books and records as shall be maintained by Omani commercial companies subject to this Law in order to evidence their compliance with this Law.

Officers, directors and members of and investors in any Omani commercial company subject to this Law and persons seeking an authorization pursuant to Article 2 hereof shall not in any manner act or interfere with the religious or political affairs of the Sultanate.

The Minister of Commerce and Industry may, by order, delegate any employee of the Ministry of Commerce and Industry to inspect Omani commercial companies subject to this Law during their normal business hours to ascertain their compliance with this Law. The Minister's delegates shall have the right to examine all books and records of such Omani commercial companies, of access to all premises, to interview whomever they deem appropriate and to prepare their report thereon.

Article 12
 In the event the Minister of Commerce and Industry determines that an Omani commercial company subject to this Law shall have violated any of the provisions hereof, the Minister of Commerce and Industry shall give written notice of such violation to such Omani commercial company directing it to take such action as may be required to cure such violation and comply with this Law within a period of time to be set at his discretion but which shall not be less than one month.

In the event that an Omani commercial company fails to cure the violations set forth in the notice sent by the Minister of Commerce and Industry in accordance with paragraph (a) of this Article twelve, the Minister of Commerce and Industry may after consulting with the Committee for Foreign Capital Investments, if organized, provisionally or permanently withdraw the authorization granted pursuant to Article 8 hereof.

In addition to, or in lieu of. the withdrawal of authorization provided in paragraph (b) of this Article twelve, if the violation of this Law related to a failure by the Omani commercial company subject to this law to provide Omani nationals with the minimum share of its capital and profits required by paragraph (c) of Article 3 hereof, the Minister of Commerce and Industry may deem the government of the Sultanate of Oman to be the owner of the share in the capital and profits which should have been owned by Omani nationals and. in such event, such Omani commercial company shall be deemed to be holding such share in a fiduciary capacity for the government of the Sultanate and the Minister shall request an accounting from the Omani commercial company for the entire period it was operating unlawfully and be entitled to payment of the profits accruing to such share.

Notwithstanding any penalties stipulated in other laws, every foreigner carrying on business in the Sultanate of Oman without obtaining the required license according to article 2 of the decree hereof, shall be punishable by a fine to be decided by the Committee on Investment of Foreign Capital provided such fine shall not be less than five thousand Omani Rials.

Notwithstanding any penalty stipulated in other laws, every Omani who participates in an Omani Business Company without obtaining the required license according to article 2 of the law hereof, shall be punishable by a fine to be decided by the Committee on Investment of Foreign Capital provided such fine shall not be less than one thousand Omani Rials.

Article 13
 If the Minister of Commerce and Industry shall refuse to grant an application filed pursuant to Article 2 or 7 hereof, fail to take action within the time prescribed by Article 8 hereof or issue an order pursuant to Article 12 hereof, the persons who shall have filed the application pursuant to Article 2 or 7 hereof or shall be subject of an order issued pursuant to Article 12 hereof may refer the matter to the Council of Ministers and the Council shall make a final decision thereon with no right of recourse.

Article 14
 Companies. institutions and individuals which were engaged in trade or business in Oman prior to January 1. 1970 are not required to submit an application pursuant to Article 2 hereof: provided that they shall have made a declaration to the Minister of Commerce 16 and Industry setting forth a description of their activities within three months of the effective date of Foreign Capital Investment Regulations. Such companies, institutions and individuals may benefit from the provisions of Article 10 hereof provided that they comply with this Article 14. In the event that such companies or institutions decide to increase their capital, however, such companies or institutions shall have to apply in accordance with Article 2 hereof.

Companies, institutions and individuals which obtained an authorization from the Ministry of Commerce and Industry pursuant to Article 2 of the Foreign Capital Investment Regulations shall be deemed to have obtained such authorization pursuant to Article 8 hereof.

The Foreign Capital Investment Regulations are hereby canceled and all references there to in any decree, law or regulation shall be deemed references to this Law.

Article 15
 This Law shall be published in the Official Gazette and shall become effective on the date of such publication.