The New CCL will create a more robust and transparent corporate governance regime in Oman. The new provisions would be applied in practice when an Executive Regulation will be published in the coming months.
On 18th April 2019, a New Commercial Companies Law (New CCL) entered into force in the Sultanate of Oman. The New CCL has 312 articles split into 5 parts:
1. General Provisions (Article 1 to 20)
2. General Partnerships, Limited Partnerships and Joint Venture Companies (Article 21 to 87)
3. Joint Stock Company (Article 88 to 233)
4. Limited Liability Company (Article 234 to 297)
5. Inspection, Penalties and Final Provisions. (Article 298 to 312)
In this article, we shall be covering specific areas related to Joint Stock Companies on how the companies need to gear themselves to comply with the new Commercial Companies Law.
The founders of a public joint stock company may subscribe to no less than 30% of the shares of the company and no more than 60% of the shares. However, if a company is converted into a public joint stock company, the maximum is 75%. Some cases the authority may permit a higher percentage. Companies fully owned by the government and holding companies shall also be exempt from the prescribed percentage. The founders may not dispose their shares
before the company has published financials for two consecutive years from its registration date. The period may be extended to additional one year by the relevant authority. As per the new law, a holding company will take the form
of a joint stock company unlike the previous situation where the holding company had the options to be a limited liability company or a joint stock company.
The Board of Directors and the auditors of a Joint Stock Company will be jointly liable for damages caused by their failure to take necessary measures to safeguard the company’s capital. In case the company loses 25% of its capital,
the Board of Directors need to take necessary measures to remove the reasons causing such loss and restore the company’s profitability. If the company loses 50% of its capital, an extraordinary general meeting must be convened to take the necessary decision in this regard. The meeting must be convened within a maximum of 30 days from the date on which the Board has verified the loss in capital.
Board of Directors
Directors and management of Joint Stock Companies must now notify the company in writing of any interest they have in the company within a maximum of 5 days from the date of his/her acquisition of membership or appointment. A director may not participate in the management of another company engaged in identical business. The members of the Board of Directors shall not be less than:
• five for public joint stock companies,
• and less than three for closed joint stock companies.
In closed and public Joint Stock Companies, the number of Board of Directors cannot exceed 11 members. In the repealed law the maximum members were 12. A director is deemed to have legally resigned if he or she fails to attend
3 consecutive meetings, unless there is an acceptable excuse provided to the Board.
Annual General Meeting
The Board shall send to the attendees at least 15 days before the AGM the following documents:
• Invitation for attending the meeting
• Board Reports
• Audited Financial Statements In the repealed law the notice period was 2 weeks.
A general meeting shall be convened whenever required or if requested by holders representing at least 10% of the capital (in the repealed CCL it was 25%). The meeting should be held within a maximum of 30 days from the date of necessity or request. If the Board fails to convene the meeting within that period, the auditor shall convene it within
30 days from the expiry of the aforementioned period. A shareholder representing 5% of the capital can include an item on the meeting agenda (in the repealed CCL it was 10%). Additionally, if a shareholder representing 5% of the capital is of the opinion that management’s handling of the company affair’s are detrimental to their interest, they have a right to submit a request to the Concerned Body and take legal proceedings before the competent court. These
revisions in the new CCL, will better protect the
rights of minority shareholders.”
Quorum and Minutes of the Meetings
Quorum of shareholder meetings:
• Annual General Meeting – 50% share capital represented
• Extraordinary General Meeting – 75% share capital represented
The Minutes of the shareholders meeting now have to be filed within 7 days with competent authority. In the repealed law it was 15 days. The minutes of the meetings shall be prepared by the secretary appointed by the general
meeting. The minutes shall specify the number, percentage of share capital represented, the deliberations of the meeting, the resolutions adopted, the number of votes supporting such resolutions and anything which the shareholders want to be endorsed in the minutes.The minutes shall be signed by the secretary, the auditor and the legal advisor of the company and approved by the Chairman of the meeting.
Companies have less than a year to comply with the provisions of the new CCL. It is vital for companies to review their existing governing policies and systems to ascertain whether they comply with the New CCL. The Memorandum of Association may require to be amended to incorporate the new governance processes, meeting timelines and related party reporting procedures. The coverage of list of offences have been substantially increased and non-adherence to the New CCL would result to greater penalties and sanctions.