Riyadh Al-Balushi
CEO

The law that I found most interesting in the year 2024 was the National Records Law, a brand new law for Oman intended to facilitate the work of ROP’s National Record Centre. If this project succeeds, Oman should have a single data point for retrieving key Omani datasets in a manner that facilitates the creation of more reliable digital services in Oman. MTCIT’s Executive Regulation of the Personal Data Protection Law was also extremely important to finally enable everyone to attempt to comply with the Personal Data Protection Law (even though there is no evidence that the law is being implemented). A third legislative development, which hasn’t actually taken place yet, is the upcoming National Artificial Intelligence Policy that the MTCIT floated for public consultation this year, which will not be a legally binding document, but is an interesting attempt by Oman to regulate the use of AI.

The piece of legislation that I found most interesting in 2024 is Royal Decree 28/2024, which established the Omani Waqf Establishment. This is the first time a waqf establishment was created by royal decree, which I consider to be an indication of the formal realisation by the government that waqf can be used as a legitimate medium for both economic and philanthropic development in the country. While we always had a Ministry of Awqaf and Religious Affairs, the role of MARA in the area of waqf has appeared mostly to oversee the operation of waqf by other people. This new Omani Waqf Establishment has the mandate of actually investing awqaf and establishing companies with the aim of investing awqaf, which will hopefully professionalise the sector and take it to the next level.

Mohamed Al-Tai
COO

Mohammed Al-Farsi
Legal Associate

At the start of this year, I predicted that the Ministry of Labour would issue and update some of the labour regulations and decisions relating to the law, and even though we did not see new regulations relating to temporary work, part-time work, or remote work, the Ministry of Labour did issue 10 decisions and regulations covering a variety of labour issues such as the Procedures and Controls for Dealing with Private Sector Establishments that Violate the Provisions of the Labour Law and the Decisions Implementing It, the Rules for Settlement and Abandonment of Lawsuits for Crimes Punishable under the Labour Law, and the System of Complaints and Grievances. Some of these were revamps that were required to be aligned with the new Labour Law, but some were also new regulations for areas previously not governed under the old Labour Law such as Decision 730/2024 Regulating the Temporary Transfer of Non-Omani Manpower Between Private Sector Establishments. You can read all these interesting, and important, decisions by the Ministry of Labour on this link.

In my opinion, one of the most significant laws that were issued this year is the Media Law. The law completely redefined the framework for governing the media industry in Oman, reaffirmed media freedoms such as the freedom of opinion and expression, and removed the majority of restrictions that previously existed. To me, the developments brought by this new law are a positive step towards the realisation of the rights recognised by the Basic Statute of the State and the aspirations for the creation of a real media industry as suggested by article 6 of the law that encourages the media to convey its message with objectivity and honesty. The law was issued towards the end of the year, and the executive regulation of the law has not been issued yet. It would be extremely interesting to see how the executive regulation of this law would contribute to achieving the grand objectives of this new law.

Aram Al-Bahri
Legal Associate

The year 2025 is expected to have even bigger legal developments. To stay up to date with new laws as they come out, make sure that you follow Decree on LinkedIn, Instagram, and Bluesky. You can also subscribe to our free newsletter.

Step 1—Liquidation Trigger

The liquidation of a company can be triggered by any of the cases stipulated in article 40 of the Commercial Companies Law. This must be formalised by a resolution by the shareholders of the company commencing the liquidation or a court judgment made pursuant to a request by a related party, the Ministry of Commerce, Industry, and Investment Promotion, or the Financial Services Authority.

Step 2—Legal Dissolution

Upon the issuance of the liquidation shareholder resolution or court judgment, the company is legally deemed dissolved and enters the “phase of liquidation”.

Step 3—Appointment of the Liquidator

The same shareholder resolution or judgment formalising the liquidation must also include the appointment of a liquidator to carry out the tasks required for the liquidation process.

Step 4—Carrying out the Liquidation

The liquidator is required to carry out the liquidation on the basis of the instructions provided to him in the shareholder resolution or judgment. These instruction can determine the procedures and timelimits associated with the liquidation. In the shareholder resolution or judgment do not include specific instructions, the liquidator must abide by the provisions found in article 46 of the Commercial Companies Law, which require communicating with all creditors, publishing an announcement regarding the liquidation, and specifying a time limit of 180 days for credits to submit their claims.

Step 5—Settlement of Creditor Claims

Upon receiving the claims of the creditors, the liquidator is required to settle all valid claims against the company on the basis of the legal rank of each claim, after deducting the expenses of the liquidation and the fees of the liquidator.

Step 6—Distribution of Remaining Assets

If there are any remaining assets after the settlement of the claims, the liquidator is required to distribute these assets among the shareholders in accordance with the constitutive contract of the company.

Step 7—Submission of Final Report

Upon the completion of the liquidation process, the liquidator is required to a final report to the shareholders of the company as well as the creditors within 30 days of the completion of the liquidation process. Once the shareholders approve this report, the liquidator is required to submit a copy of the report to the Ministry of Commerce, Industry, and Investment Promotion and also publish an announcement of the completion of the liquidation process.

Step 8—Removal of Registration

Upon receipt of the approval report, the Ministry of Commerce, Industry, and Investment Promotion will delete the registration of the company from the Commercial Register.

Conclusion 

If you are interested in learning more about the process of liquidation, I highly advise you to familiarise yourself with the provisions under the Commercial Companies Law. You can also view the latest liquidation announcements on Decree Risk:

Written by:

Maraam Al-Mughairy

Maraam Al-Mughairy is a Junior Legal Researcher at Decree and a final year Law with Politics student at the University of Manchester.

The Commercial Companies Law governs the complete lifecycle of a company starting from the registration of the company all the way to closing it and liquidating its assets. The following are the grounds stipulated in article 40 of the Commercial Companies Law that require a company to start liquidation procedures:

Failure to carry out activity

The Commercial Companies Law stipulates that companies must be dissolved if the company fails to carry out activity for a period exceeding two years. This can be due to regulatory hurdles, market conditions, or internal management challenges. Such inactivity burdens the company resources, ultimately leading to the compulsory liquidation of the company.

Expiry of the term fixed for the company

Some companies are formed with a specific lifespan, especially those with temporary projects or a particular objective. Once the predetermined term expires, the company is required by law to liquidate.

Success or failure to accomplish objectives

Some companies are set up to accomplish a specific objective. However, not all companies succeed, and if the company consistently fails to meet its objective, triggering the compulsory liquidation procedures under the law.

Transfer of shares to a number of partners less than the minimum number prescribed

Some companies are required by law to have a certain number of shareholders, such as SAOGs, which need at least two partners. If these shares are transferred to a number of partners less than the minimum number prescribed by law, liquidation becomes compulsory.

Share capital falls below the minimum level

A company’s share capital is a crucial part of its operations and legal standing, and some company forms under the law are required to be a specific minimum share capital. For example, SAOGs require a minimum share capital of 150,000 Rial Omani to be named an SAOG. If the company fails to maintain that capital, liquidation becomes compulsory.

Bankruptcy or loss of all/most of the share capital

Similar to the point above, if a company goes bankrupt or suffers significant losses in share capital in a manner that makes it impossible for the company to continue operating, liquidation becomes compulsory.

Agreement by shareholders to liquidate

Sometimes, shareholders may collectively decide to liquidate the company. This can be due to strategic shifts, changing market conditions, a lack of profitable opportunities, or even personal reasons. If the shareholders agree to liquidate, the company must start liquidation procedures.

Conclusion

These are the cases that mandate liquidation as prescribed by the Commercial Companies Law. To learn more about liquidation or company law, we highly recommend that you read the Commercial Companies Law on the link below:

Written by:

Abdulrahman Al-Farsi

Abdulrahman Al-Farsi is a Junior Legal Researcher at Decree and a Final Year Law Student at the University of Liverpool.

What is an SAOG?

SAOG is a French abbreviation for the term Société anonyme Omanaise general, which means in English an Omani Public Joint Stock Company, or more simply, a company publicly traded in the stock exchange. Examples of SAOGs include some of the biggest companies in Oman, such as Bank Muscat and Omantel. In Oman, there are two forms of joint stock companies, the first is the SAOG, and the other is the SAOC, i.e. a Closed Joint Stock Company.

The main legal instruments that govern SAOGs in Oman are Commercial Companies Law and the Public Joint Stock Companies Regulation. This regulation provides a comprehensive framework for the establishment of an SAOG and the conversion of any other form of company into an SAOG.

How are Legal Advisors Appointed?

For us lawyers, the Public Joint Stock Companies Regulation is interesting because it requires the board of directors of an SAOG to appoint a legal advisor and prescribe in detail the qualifications and duties of this legal advisor.

A company that wishes to appoint a legal advisor must abide by the requirements in article 176 of the regulation. This includes a requirement that the legal advisor must have a bachelor’s qualification or its equivalent in law from a recognised university and that the legal advisor has practical experience of not less than five years in corporate and legal work relating to commercial activities. However, Omani nationals can be exempt from the experience requirement, provided the company enrols them in training programmes in various fields of expertise mentioned in the article. 

What are the Duties of the Legal Advisor?

The duties of the legal advisor are specified under article 183 of the Public Joint Stock Companies Regulation. We will highlight some of the most important ones here:

1. Reviewing Prospectuses

A Prospectus is a formal document that the company’s issue manager needs to submit to the authority for the company to be approved as an SAOG. This is an essential document that requires adequate legal skills to make sure that the document meets the requirements prescribed by the law. A key duty of a legal advisor of an SAOG is to review the prospectus.

2. Verifying Validity of the General Meetings

SAOG companies are required by law to hold certain ordinary and extraordinary meetings. Each of the meetings has specific requirements set by the law which the legal advisor must verify for the meeting to be deemed valid. The legal advisor is responsible for verifying the validity of the invitation procedure, the quorum, and the person holding the chairmanship of the meeting, as well as the presence of the accounts auditor.

3. Reviewing Agendas and Minutes

Due to the significance of the general meetings of SAOGs, the regulation imposes specific obligations on the legal advisor to review and approve the agendas of the meetings as well as the minutes of the meetings (i.e. the summary of the deliberations and outcomes of the meeting). The legal advisor is required to ensure that such agendas and minutes are compliant with the law, the regulations, the articles of association of the company, as well as the instructions issued by the FSA.

4. Verifying Validity of the Board Formation

The role of the legal advisor extends beyond the actual meetings as they must verify that the board remains valid throughout the term of membership in cases of, for example, the vacancy of a seat or the disqualification of a member from continuing to remain on the board.

5. Reviewing the Nomination Forms

The legal advisor is responsible for making sure that nomination forms of new members of the board are in line with the legal requirements, which is an obviously pre-requisite for any elections taking place in connection with the board.

Conclusion

The duties mentioned above are merely examples of the requirements stipulated by the Public Joint Stock Companies Regulation and they highlight the importance of the role of legal advisors in SAOGs. We highly recommend that all legal advisors read the full text of this regulation on the link below:

Written by:

Abdulrahman Al-Farsi

Abdulrahman Al-Farsi is a Junior Legal Researcher at Decree and a Final Year Law Student at the University of Liverpool.

PUBLIC TENDER

A public tender is the default way in which government procurement is carried out. Under this process, the government announces its desire to buy a good or service and details the specifications it needs for the project. Interested companies, or tenderers, are invited to submit their bids to the government within a specific timeframe. Upon receiving the bids, the government reviews the technical and financial aspects of the bid and selects the most optimum one. A public tender has no legal restrictions on who can apply and how companies international or local can compete on the basis of whether or not the tender is designated as “international” or “local”.

LIMITED TENDER

A limited tender is very similar to a public tender, the main difference being that the companies that can compete in the tender are “limited” to those specifically invited by the government to compete. In certain sophisticated projects, the government might create a pre-qualification system where companies interested in competing are invited to register their details, and those that meet the requirements set by the government will be invited to submit a bid in the limited tender. This is usually done to ensure that the bids are of a certain quality and to reduce the burden on the government to review low-quality bids.

MUMARASAH

Mumarasah can be translated as “by practise”, but it essentially means that the government will select the supplier of a good or service through a process of negotiation with a pre-identified number of candidates. The law provides in article 50 an exhaustive list of categories of supplies in which mumarasah can be used, such as in regard to the supply of items that cannot be identified with precision or consultancy works that require specific technical knowledge.

DIRECT AWARD

Direct award is the most simple form of procurement, which is the process of awarding a contract directly to a specific supplier. Government entities are allowed to directly award contracts for projects with a value not exceeding 10,000 Rial Omani, which can be increased up to 25,000 Rial Omani with the approval of the head of the government unit. Outside this limit, a government entity can award a contract to a private company only through a direct award by the Tender Board in special cases.

COMPETITION

Competition is a procurement method of contracting for the purpose of conducting studies, designs, or other artworks necessary for a specific project. Under this process, a government entity sets the objectives, scope, and specifications of the project and the prizes that are given to the winners of the competition. This form is usually used for creative and visual works, such as the design of logos and architectural buildings.

CONCLUSION

If you are in the business of supplying goods and services to the government, it is extremely important for you to familiarise yourself with the provisions of the Tender Law. You can read the full text of the law on the following link:

Written by:

Maraam Al-Mughairy

Maraam Al-Mughairy is a Junior Legal Researcher at Decree and a final year Law with Politics student at the University of Manchester.

1. The Right to Equal Opportunities  

Article 15 entrenches justice, equality, and equal opportunities among citizens. This aspect of the constitution strengthens national unity as every citizen is guaranteed an equal right to contribute to society. Equality improves the societal structure by fostering family cohesion as women and men have equal opportunities.

2. The Right to Life and Dignity 

Article 18 guarantees the right to life and dignity as the state is committed to respecting and promoting the life and dignity of every citizen which is manifested in other provisions in the constitution as well as other laws in Oman.

3. The Right to Private Life

Article 36 was established as a fundamental right which recognised the right to private life. It is worth noting that this right was not recognised in the previous constitution, and there is evidence that this new provision has resulted in systemic change on the legal system. A year after the promulgation of the new constitution, the Personal Data Protection Law was issued which was the first comprehensive privacy law in Oman.   

4. The Right to Education

Article 16 emphasised the right to education for all citizens, aiming to build character, preserve national identity and foster scientific thinking. Education is a guaranteed right as the primary stage of schooling is compulsory, giving all citizens a sufficient educational foundation.

5. The Right to Personal Freedom  

Article 23 guarantees the right to personal freedom to all citizens. This prohibits arresting, searching, detaining, or imprisoning a human, or limiting his freedom of residence and movement except in accordance with the provisions of the law.

These are a few provisions in the Basic Statute of the State that show some of the rights that are guaranteed by the Omani constitution. I highly advise you to read the full text of this extremely important legal instrument in English and Arabic using the link below:

Written by:

Maraam Al-Mughairy

Maraam Al-Mughairy is a Junior Legal Researcher at Decree and a final year Law with Politics student at the University of Manchester.

The Sultan, who represents the country’s ideals and ambitions, is revered as a symbol of authority and unity in the heart of Oman. Article 48 of the Constitution defines him as the “head of the state, its most supreme representative, and its supreme commander”—a position seen by all as essential to governing the Omani identity and culture. 

Join us in this blog as we delve into five of the duties of His Majesty under article 49 of the Basic Statute of the State, exploring his esteemed position in shaping the character of the Sultanate:

1. Promulgating laws

One of His Majesty’s key functions is the promulgation of laws. The constitution outlines the process for this, which involves a review of the draft by the Council of Ministers and Majlis Oman. The final step is the issuance of a royal decree. 

2. Preserving the independence of the country and its territorial integrity

His Majesty plays a crucial role in preserving Oman’s rich history and its friendly character of peace and unity. These characteristics are well-known internationally, with the UN Secretary-General Antonio Guterres describing the Sultanate as a “voice of wisdom and a peacemaker”. To maintain this reputation, preservation is essential to protect the nation’s security, safeguard the rights and liberties of citizens, ensure the rule of law, and maintain peaceful relations.

3. Presiding over various councils 

One primary reason for Oman’s effective decision-making is His Majesty’s role in presiding over the Council of Ministers and specialised councils or appointing a person to preside over them.

4. Appointing ministers, officers, and judges 

Another significant duty of His Majesty is the appointment of trusted individuals in various fields. The Sultan appoints deputy prime ministers, ministers, undersecretaries, secretaries general, senior military and security officers, senior judges, and ambassadors. His Majesty is also responsible for relieving any of them from their role, should the need arise, for the betterment of Oman.

5. Pardoning convicted criminals

Finally, His Majesty may pardon any person convicted of any crime without the need to make any justification.

To conclude, these are just some of the duties that the Sultan holds. To learn more about the other duties of His Majesty as well as other provisions of the constitution, you can read the full text of the Basic Statute of the State on the link below:

Written by:

Abdulrahman Al-Farsi

Abdulrahman Al-Farsi is a Junior Legal Researcher at Decree and a Final Year Law Student at the University of Liverpool.

Revamp of the Succession System

One of the most unique aspects of the previous Omani constitution was the reliance on the “secret will system”, which said that the successor to the throne would be selected by the Royal Family Council within three days of the passing of the current Sultan, and if they fail to reach an agreement, a secret will left by the former Sultan selecting a new Sultan will be opened to identify who the successor is. This unique succession system created uncertainty about the future regarding the leadership of the country, and Sultan Haitham decided to move away from this approach by instead using a classic hereditary succession system that has a succession line going through the male descendants of the Sultan determining who the crown prince is.

Recognition of Privacy as a Fundamental Right

While the previous Omani constitution recognised many fundamental rights such as freedom of expression, freedom of assembly, freedom of religion, and many more, the right to private life was not recognised as a fundamental right in the old constitution. The new constitution promulgated by Sultan Haitham recognises in article 36 that “Private life is inviolable, protected, and must not be violated.” It is also worth noting that one year after the promulgation of this new constitution, we saw the promulgation of the Personal Data Protection Law, which was the first comprehensive privacy law enacted in Oman.

Recognition of a State Duty to Protect IP

While Oman has had intellectual property laws for many years, the new constitution promulgated by Sultan Haitham imposes a unique and specific obligation on the state to protect intellectual property in article 38. This new provision is not common in constitutions, but demonstrates Oman’s commitment to supporting creativity and recognising the potential that intellectual property industries have in contributing to the Omani economy.

These are merely a few of the key provisions of the Basic Statute of the State promulgated by His Majesty Sultan Haitham in 2021. I highly advise you to read the full text of this extremely fundamental legal instrument. You can read the constitution in full in English free of charge on the link below. You can also view our Intel document on the Basic Statute of the State on this link.

Written by:

Mohammed Al-Farsi

Mohammed Al-Farsi is a Legal Associate at Decree. He holds an LLB Law Degree from the University of Exeter. Prior to joining Decree, Mohammed trained in the oil and gas sector, private practice, and in a regional tech company. He has an interest in corporate and commercial law.

New Advocacy Law

The Advocacy Law of 1996 is due for its first major overhaul, and this project is at its very final stages. The new Advocacy Law is expected to widen the scope of its regulation by extending to “legal consultants” in addition to “advocates” as is evident from the name of the draft law. It is not clear what this means, but it appears to target foreign law firms operating in the Sultanate of Oman. It is also rumoured that the new Advocacy Law will have new substantive requirements for qualifying as a lawyer that are different from the apprenticeship model found in the current law.

New Civil Service Law

The new Labour Law that came out this year does not apply to the thousands of individuals employed by the government, and whose employment is governed by the Civil Service Law. We predict that the Civil Service Law will be repealed this year by the rumoured Public Office Law, which will unify the rules applying to all non-military government employees and align the rights of civil servants with the provisions of the Social Protection Law.

Executive Regulation of the Personal Data Protection Law

Companies in Oman continue to struggle to implement the provisions of the Personal Data Protection Law which came into force in 2023, but has not had its executive regulation issued until now. Due to the fact that many of the key technical details of the law are being left for the regulation, implementing the law has been impossible so far. We expect that this regulation will be issued this year.

Regulations of the Labour Law

The groundbreaking new Labour Law came out last year, but none of the regulations and decisions of the old Labour Law have been updated until now. We expect the Ministry of Labour to issue some regulations or decisions to govern a number of the new aspects of the Labour Law such as the rules and conditions relating to temporary work, part-time work, or remote work.

Executive Regulation of the Securities Law

The Executive Regulation of the Securities Law was due to be issued in 2023, but has not been issued until now. The law provides that implementation details of several issues will be governed by the regulation, such as the conditions and procedures for establishing, licensing, and registering the entities subject to the provisions of this law as well as the activities that the entities subject to the provisions of this law practise, and that require licensing or registration with the authority, and much more.

Looking Ahead

The coming year promises to be a busy year for lawyers, both in regard to the new areas of law that will be reformed as well as in regard to the actual regulation of the legal profession itself. To make sure that you do not miss any of these upcoming legal developments, make sure that you follow Decree on social media and subscribe to our Newsletter.

Written by:

Mohammed Al-Farsi

Mohammed Al-Farsi is a Legal Associate at Decree. He holds an LLB Law Degree from the University of Exeter. Prior to joining Decree, Mohammed trained in the oil and gas sector, private practice, and in a regional tech company. He has an interest in corporate and commercial law.