Know Your Company!

Beneficial ownership framework

The Ministry of Commerce, Industry and Investment Promotion of Oman (“MOCIIP”) has now issued a key new regulation that requires Omani companies, registered in Oman whether owned by foreign or local shareholders, to enhance transparency of their shareholder structure. The law which was passed under Resolution 630 of 2022 (“Resolution”) will affect all existing and future Omani limited liability companies (LLC) and closed joint stock companies (SAOC) and requires those companies to keep information relating to their beneficial owners that meet a qualifying percentage shareholding.

How the law applies

Until the introduction of the Resolution, Omani LLCs and SAOCs were not under any express legal obligation to disclose details concerning their ultimate beneficial owners and the MOCIIP routinely required companies to identify only the following:

• the names of their direct shareholder(s) at the time of incorporation of an Omani company; and
• the actual legal holder of the incoming shareholder, in the case of a transfer of shares in an Omani LLC.

A formal analysis of the shareholder structure of Omani companies was rarely conducted by the MOCIIP and only then, in exceptional situations such as where the MOCIIP was seeking to verify GCC nationality under the previous foreign investment law regime.

The Resolution now requires each and every Omani LLC and closed joint stock company to maintain a register of “real beneficiaries” which captures any natural person directly holding 25% or more of the shares of an Omani company and potentially, persons holding 25% or more of the shares of an Omani company on an indirect basis.

Although no formal filings need to be made to the MOCIIP, the Resolution imposes a requirement on Omani companies to maintain and keep up to date a register that highlights its qualifying ultimate beneficial owners (subject to the 25% ownership threshold stated above).  If the company becomes aware of any change in either the identity or shareholding of the qualifying ultimate beneficiary / beneficiaries, the company is under a legal obligation to update the register within 5 business days of awareness of the change.

Who is affected?

As outlined above, the Resolution imposes an obligation on existing and new LLCs and SAOCs from 29 January 2023 to maintain a register of its ultimate beneficial owners (subject to the 25% threshold stated above).  As such, the Resolution applies now.

Failure to comply

Omani companies must comply with the Resolution.  Compliance broadly means ensuring the register of beneficial owners is updated regularly and making it available for inspection by the MOCIIP on 3 days’ notice.  If the company fails to comply with the Resolution, for example by failing to maintain a register or providing a register that does not include the information required by the Resolution, the MOCIIP has power to impose sanctions including an administrative warning, fine or suspension of the commercial registration.

What information needs to be disclosed?

Omani companies will at the very least need to obtain full identity documentation of qualifying beneficial owners, such as constitutional documents (in the case of legal person shareholders) and copies of passports (in the case of natural person shareholders).  The Resolution contains further detail of the documents that are required from qualifying beneficial owners.

Do large group structures with complex shareholder patterns need to comply?

The Resolution has only recently been published and will need to be interpreted by the MOCIIP but for now, it would appear that company secretaries and authorised managers of Omani companies will need to obtain additional documentation from parent and holding companies in order to satisfy themselves of ultimate beneficial ownership of the Omani entity.  This is a burdensome task and will require the person responsible for collecting this information to maintain continuous dialogue with management of shareholders who may be based out of jurisdiction and to consider Omani data protection law issues when it comes to handling and processing the data of natural person beneficiaries.

How can we help?

Al Tamimi & Company can advise on interpreting the Resolution and provide guidance on the information that Omani companies need to gather to assist in complying with the Resolution.  Please contact us if you require bespoke advice in this regard.