Oman Introduces Key Amendments to the Commercial Companies Regulation under Ministerial Decision 245/2025

On 13 July 2025, the Ministry of Commerce, Industry, and Investment Promotion ("MOCIIP") published Ministerial Decision 245/2025 in the Official Gazette, introducing amendments to the Commercial Companies Regulation issued by Ministerial Decision 146/2021. These changes, which came into effect the following day, are designed to enhance regulatory clarity, streamline corporate procedures and ensure alignment with Oman’s Commercial Companies Law (Royal Decree 18/2019).

 

Electronic Registration for Non-Shareholder Managers

One of the changes under the new decision is the amendment of Article 92 of the Commercial Companies Regulation. The revised provision requires that any application to appoint a non-shareholder as the manager of a company must now be submitted through the MOCIIP’s electronic platform. In addition, the application must be accompanied by the written consent of the individual who is to be appointed as manager.

This amendment reflects Oman’s broader push towards digital transformation in corporate governance and aims to simplify administrative processes while ensuring proper documentation of managerial appointments.

 

Restriction on Authorized Signatories: No Third Parties Unaffiliated with the Company

This new Ministerial Decision introduces an important addition to corporate governance regulations in Oman through the inclusion of Article 13bis. This new provision provides much-needed clarity on who may legally act as an authorized signatory of a company.

Under Article 13bis, only the following categories of individuals may be appointed as authorized signatories, in line with the law and the company’s constitutive documents:

• One or more of the company’s shareholders, whether individually or collectively;
• The owner of the company’s capital;
• Any member of the board of directors;
• The company’s manager or any financial or administrative employee.

This restriction marks a significant step towards enhancing transparency and accountability in corporate representation. Importantly, it prohibits the appointment of third parties who are not directly affiliated with the company’s structure or operations as authorized signatories.

The introduction of this provision has raised practical concerns for many businesses, especially those operating as part of larger corporate groups. A common practice, particularly among multinational structures, is to appoint senior group employees who may not be direct employees of the Oman-based entity, as signatories for administrative or banking purposes.

The language of the new provision raises key questions:

• Can an individual who is not formally employed by the Omani entity, but who is employed by the parent company or an affiliate within the group (whether in Oman or abroad), qualify as an “administrative or financial employee”;
• Must the authorized signatory be resident in Oman, or is remote or cross-border representation still permissible;
• How strictly will the employee status be interpreted by the authorities;
• Does this require an active employment contract with the local company.

These questions remain unsettled at this early stage, and their interpretation will be critical for compliance. Businesses that rely on group-level oversight, or that have delegated signatory powers to external agents or non-local group executives, may need to reconsider their current structures.

 

Six-Month Grace Period for Compliance

The Ministerial Decision provides for a six-month grace period from the date of issuance during which companies are expected to rectify their records and align with the new requirements. During this period, it will become clearer how the MOCIIP intends to interpret and enforce the new restriction on signatories.

At Al Lawati Law, we are actively monitoring developments and regulatory practice surrounding the implementation of this provision. We advise companies to begin reviewing their signatory structures and prepare for possible changes, particularly if current signatories fall outside the permissible categories.

For tailored legal advice or assistance in ensuring compliance, please feel free to reach out to our team.

 

*This article was written by Mehdi Al Lawati, Founder and Managing Partner in Oman, and Hamood Al Rawahi, Legal Director for Al Lawati Law Firm, a collaboration firm of DLA Piper based in Oman.