Monday, April 22, 2019

New Commercial Companies Law Permits Work and Services as Contributions in Kind to the Share Capital of Joint Stock Companies

On 13 February 2019, His Majesty Sultan Qaboos issued Sultani Decree 18/2019, promulgating a new Commercial Companies Law (the “New CCL”), which is to be published in the Official Gazette and implemented within 60 days from the date of publication.

The New CCL repeals the Commercial Companies Law promulgated by Sultani Decree 4/1974 (the “Old CCL”) and replaces it with new provisions.

The general provisions of the New CCL stipulate, in wording almost identical to that contained in the Old CCL, that capital contributions may take the form of cash, moveable or immoveable property, intangible property rights, services or labour – subject to the specific provisions governing each category of company.

In the Old CCL, the specific provisions relating to both limited liability companies and joint stock companies restricted the nature of capital contributions in such companies to cash or tangible property, explicitly proscribing contributions in the form of services or labour.  However, the New CCL contains no such restrictions in its specific provisions for joint stock companies.

It is hoped that widening the scope of permissible contributions in kind will encourage increased investment in joint stock companies.

Currently, Ministerial Decision 198/94 governs the valuation of contributions in kind, and it will continue to do so until the Minister of Commerce and the Chairman of the Public Capital Market Authority have issued any new decisions required to enforce the provisions of the New CCL.