Key Rules Governing Annual General Meetings Under Oman’s Commercial Companies Law

Under Royal Decree 18/2019, the Commercial Companies Law establishes clear procedures for the Annual General Meeting of joint stock companies. These rules ensure shareholders can approve financial statements, elect board members, and decide on dividend distributions in a fair and transparent manner.

In an exclusive interview with Times of Oman, Dr. Mohammed Ibrahim Al Zadjali, Founding Partner of Mohammed Ibrahim Law Firm, explains that “the annual ordinary general meeting must be convened within ninety days following the end of the company’s financial year. Its functions include approving the board’s report on the company’s activities and financial status, approving the auditor’s report, electing and removing board members, approving dividend distribution, approving board remuneration, and appointing the auditor for the new financial year.”

“For the first meeting to be valid, at least half of the company’s shares must be present in person or by written proxy. If that quorum is not met, a second meeting must be convened within seven days of the date set for the first meeting. The second meeting shall be valid regardless of the number of shares present, and resolutions are passed by a simple majority of the shares represented in the meeting,” he said.

Dr. Mohammed stated that “shareholders must receive a written invitation at their registered address at least fifteen days prior to the meeting, and the agenda must be clearly stated. Each share carries one vote, and proxies must be made in writing, failing which they will not be valid. A proxy representing multiple shareholders shall not exceed five percent of the company’s share capital. A member of the board of directors shall not represent a shareholder.”

“All resolutions adopted by the Annual General Meeting are binding on the company and all shareholders, subject to the right of challenge in accordance with the provisions of the law. The board of directors must file the minutes of the meeting with the Concerned Body within seven days following the date of the meeting, duly signed in accordance with the applicable legal and regulatory requirements. Compliance with these requirements is essential to ensure the validity of the meeting and its resolutions,” he concluded. 

(Mohammed Ibrahim Law Firm (info@mohammedibrahim.net), (+968 244 87 600) was established on 14th December 2006 and is serving clients through its offices in Muscat and Sohar, as well as operating on a request basis in other areas.  It offers legal representation across a wide range of practice areas that include Labour Law, Corporate, Commercial, Contracts, Banking and Finance, International Trade, Foreign Investment, Insurance, Maritime Law, Construction and Engineering Contracts, International Arbitration, Intellectual Property and more).