18 Aug 2025
On 13 July 2025, the Ministry of Commerce, Industry, and Investment Promotion (MOCIIP) issued Ministerial Decision 245/2025, amending the Commercial Companies Regulation originally enacted under Ministerial Decision 146/2021. The amendments, which came into force on 14 July 2025, are intended to strengthen regulatory clarity, streamline corporate processes and ensure greater alignment with the Commercial Companies Law (Royal Decree 18/2019).
Below, we break down the key changes introduced and their implications for businesses and legal practitioners in Oman.
Key Amendments
1. Electronic Registration of Non-Shareholder Managers
The regulation now requires that any appointment of a non-shareholder as company manager must be submitted exclusively through MOCIIP’s electronic platform. Importantly, the application must also include the written consent of the proposed manager.
This amendment is in line with Oman’s ongoing digital transformation efforts, designed to simplify corporate procedures while ensuring proper documentation and transparency in managerial appointments.
2. New Restriction on Authorised Signatories (Article 13bis)
A major development under Decision 245/2025 is the introduction of Article 13bis, which restricts who may act as an authorised signatory of a company. Under the new rule, only the following categories are eligible:
One or more shareholders of the company (individually or collectively);
The owner of the company’s capital;
Members of the board of directors; and
The company’s manager, or a financial/administrative employee.
This amendment prohibits companies from appointing external third parties (individuals not formally connected to the company) as signatories.
3. Six-Month Grace Period
The Ministerial Decision provides a six-month transitional period from its issuance date. During this time, companies are expected to review and amend their corporate records to comply with the new requirements. This grace period will also allow businesses to assess how MOCIIP interprets and enforces the signatory restrictions in practice.
Implications for Businesses and Legal Practitioners
The changes, while aimed at enhancing accountability and transparency, raise several practical considerations for businesses:
Group Structures: Many multinational groups have historically appointed senior employees from parent companies or affiliates as signatories, even when such individuals were not directly employed by the Omani entity. The new rules may restrict this practice unless the person qualifies as a local administrative or financial employee.
Interpretation of ‘Employee’: A critical question is whether employment with a parent or affiliate can be treated as sufficient, or whether the person must hold an employment contract with the Omani entity itself.
Residency Concerns: It is also unclear if an authorised signatory must reside in Oman or whether remote, cross-border representation will remain acceptable.
Compliance Uncertainty: Until MOCIIP issues further guidance, companies will face ambiguity in applying these provisions, particularly around group-level signatories and external agents.
For legal practitioners, these amendments present an important advisory opportunity. Businesses will require guidance on restructuring their signatory frameworks, updating internal governance policies, and ensuring employment arrangements comply with the new standards.
Conclusion
Oman’s Commercial Companies Regulation under Ministerial Decision 245/2025 marks a significant step in Oman’s ongoing efforts to modernise its corporate governance framework. By mandating electronic filing for managerial appointments and restricting signatory powers to company insiders, the amendments promote greater transparency, accountability, and regulatory consistency.
However, the practical impact, particularly for multinational businesses and group structures, will depend on how MOCIIP addresses unresolved questions around employee status, residency, and cross-border representation. Companies should proactively review their governance arrangements during the grace period to ensure compliance and avoid disruption.
Legal advisors and corporate practitioners will play a vital role in helping businesses navigate these changes, balancing regulatory requirements with operational flexibility.
