Simplifying Manager Appointments And Tightening Signatory Rules: New Ministerial Decision Brings Clarity

On 10 July 2025, the Ministry of Commerce, Industry and Investment Promotion ("MOCIIP") issued Ministerial Decision No. 245/2025, amending Ministerial Resolution No. 146/2021 On the Issuance of the Implementing Regulations of the Commercial Companies Law ("CCL Regulations"). Published in the Official Gazette No. 1604 on 13 July 2025, the Decision came into effect the following day, introducing two major changes to the CCL Regulations: an amendment to Article 92, and the addition of a new Article 13bis.

These amendments are intended to modernize corporate administration, reinforce accountability in company representation, and reduce red tape for limited liability companies ("LLCs").

Clarifying the Role and Appointment of Manager

In the legal context of Oman, a manager can be a partner or third party entrusted to oversee the company's daily operations under Article 263 of Sultani Decree No. 18/2019 On the Issuance of the Commercial Companies Law ("Law"). In LLCs, this role is equivalent to that of a director in a Joint-Stock Company and have similar duties (Articles 268–270 of the Law). Their appointment must be approved through a partners/shareholders' resolution and recorded in the Constitutive Contract of the company (Articles 264–265 of the Law).

The CCL Regulations prohibit appointing a manager who is employed by another company unless their employment there has been terminated before appointment. The only exception is when the other company employing the manager is a shareholder in the appointing LLC (Article 91 of the CCL Regulations).

Previously, under Article 92 of the CCL Regulations, companies appointing a non-partner manager were required to submit both:

• The manager's written approval; and
• The written approval of the manager's current employer.

The new amendment to Article 92 now eliminates the latter condition (approval of the current employer), leaving only the manager's own written approval which must be submitted through MOCIIP's electronic system.

Defining Who Can Sign on Behalf of the Company

Prior to this Decision, there was no specific legal provision defining who could serve as an authorized signatory. In practice, companies were often able to appoint third parties with no formal relationship with the business.

Article 13bis, now added to the Regulations, addresses this gap directly. It specifies that a company's authorized signatory must fall into one of five categories:

Permitted Categories under Article 13bis:

1. One or all of the company's partners;
2. Owner of its capital;
3. A member of the board of directors;
4. The company's manager; or
5. Any financial or administrative staff of the company.

This provision effectively prohibits the appointment of unaffiliated third parties, such as external PROs, consultants, or family members, unless they are formally employed in one of the specified capacities.

Compliance Deadline

All companies must regularize their status under the new rules within six months of the effective date—i.e., latest by 13 January 2026. This includes reviewing signatory structures, updating records, and ensuring all appointments comply with the new regulatory framework.

Who Will Be Affected?

These changes will impact a wide range of businesses, from local companies to large multinational groups, requiring them to review their authorized signatories and management processes:

• Group companies and multinationals with cross-shareholding structures may face fewer barriers, as managers employed by parent or affiliate companies may still qualify under the shareholder-company exemption in Article 91 of the CCL Regulations.
• Businesses that outsourced administrative functions or other services requiring signatory authority without direct employment contracts with the firm may have to revisit such arrangements.

Challenges to Consider

While these rules provide clarity, they also raise practical questions companies will need to resolve to ensure compliance:

• The term "administrative staff" is not precisely defined. As method of enforcement is not specified, reliance on employment contract and/or Resident Card job titles (which may not always match actual contractual roles) could be speculated due to scale of administration.
• Verification of the Article 91 exemption may be required when appointing managers employed by other companies, as only employment with shareholder companies qualifies. If challenged, companies may need to demonstrate such shareholding clearly through commercial registration certificates.
• Companies may have to update Resident Card data or employment contracts to reflect qualifying roles for staff expected to act as signatories.

How We Can Assist

At BSA LAW, we understand that these changes may raise questions and require careful planning. We are here to help you:

• Review and update your company's managerial appointments and signatory lists.
• Advise on how to comply with the new signatory requirements smoothly.
• Assist with liaising with the MOCIIP and other government bodies.
• Guide you through any necessary changes to your company's internal documents or employment contracts.
• Provide ongoing support to ensure your company remains compliant with Oman's evolving corporate laws.

If you need assistance navigating these important changes, please contact us to discuss how we can support your business.

Tabular Summary

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.