Direct answer: An Oman LLC manager normally has broad power to run the company and represent it in activities needed to achieve the company’s registered objectives. Shareholders can limit that authority, but a limit may not protect the company against a good-faith third party until it is properly recorded with the Registrar. High-risk transactions listed in the Commercial Companies Law need express authority in the constitutive documents or a unanimous shareholder resolution.
A foreign shareholder should therefore review three layers together: the law, the company’s constitutive documents and the authority currently registered and published. A private message between shareholders is not a reliable substitute for any formal resolution or registration required by law.
What an LLC manager can normally do
Article 264 of Oman’s Commercial Companies Law says that an LLC’s managers may perform the actions necessary to achieve the company’s objectives and have the authority needed for the regular management of its business, unless the constitutive documents say otherwise.
In practice, ordinary authority may cover routine contracts, customer and supplier dealings, employment administration and operational payments within the company’s licensed activity. This is not a universal checklist. The exact answer depends on the registered objectives, the constitutive documents, any valid shareholder resolutions and the wording of the manager’s authority.
The manager role must also be separated from a bank mandate and from other authorised-signatory roles. The authorised signatory and company manager guide explains who may hold those roles and why a Commercial Register record does not automatically force a bank to grant unrestricted account access.
When a limit on the manager’s power affects third parties
A company resolution that limits or changes a manager’s authority must be registered with the Registrar and published. Under Article 264, the resolution does not take effect against third parties before registration.
Article 268 adds an important third-party rule. The LLC is bound by acts carried out by its managers in the company’s name. A good-faith third party may assume that an act performed by a manager in the course of the company’s activities is within that manager’s authority, unless the authority limit has been registered.
This creates a practical difference between an internal instruction and an externally effective authority limit. A shareholders’ agreement or WhatsApp message may help prove what the shareholders intended between themselves, but it may not stop the company being bound to a good-faith third party. If the limit is intended to affect outsiders, complete the required company resolution, registration and publication steps.
Transactions that may require express authority or shareholder approval
Article 267 prohibits an LLC manager from carrying out the following actions unless the constitutive documents expressly authorise the action or the shareholders approve it unanimously:
- making donations, except small and customary donations required by the interests of the business;
- selling all or a substantial part of the company’s assets;
- mortgaging or pledging company assets, except to secure company debts incurred in the ordinary course of business;
- guaranteeing third-party debts, except guarantees made in the ordinary course to achieve the company’s objectives; and
- releasing company debtors, settling with them or agreeing to arbitration.
“Substantial part,” “ordinary course” and “small and customary” are fact-sensitive expressions. Do not convert them into a percentage or amount that the statute does not provide. For a material transaction, review the constitutive documents and obtain advice on the specific facts before signing.
Article 28 separately requires prior approval of all shareholders where a shareholder, manager or other listed company decision-maker uses company assets or funds for personal or third-party benefit, or directly or indirectly contracts with the company for personal benefit or for the benefit of a relative up to the second degree. Ordinary customer contracts made in the normal course of business are excluded from this rule.
Manager duties and personal liability
Article 269 states that managers may be severally or jointly liable, as applicable, to the company and third parties for violating the law or the constitutive documents and for negligence in managing the company. Where several managers participated in the same acts, the competent court determines the share of compensation each must bear.
Article 265 also applies the liability rules for joint-stock-company directors to LLC managers. Article 206 covers damage caused by acts that violate the law, go beyond authority, involve fraud, forgery or negligence, or result from failure to act as a prudent person in the circumstances. These are legal standards; a poor business result by itself does not automatically prove liability.
A manager should act within the registered objects and authority, follow the constitutive documents, document material decisions, disclose conflicts and protect company funds and records. A properly adopted shareholder resolution does not excuse an act that the law prohibits. Equally, this company-law liability analysis is not a finding that a criminal offence occurred; fraud, forgery or other criminal allegations require their own facts and legal process.
Company assets, loans, guarantees and related parties
Company money is not a shareholder’s or manager’s personal wallet. Under Article 28, an unauthorised person who gains from prohibited use of company assets or a prohibited related-party agreement is liable to the company for the profit gained and the resulting damage. Any interested person may bring the damages claim described in that article.
Article 266 requires managers to tell the shareholders’ meeting about any conflict between their own interest and the company’s interest in a proposed transaction. Disclosure should happen before the company becomes committed, with the conflict and decision recorded clearly.
Article 272 is stricter for company loans and sureties: managers and shareholders may not obtain them from the company for themselves, their spouses or relatives up to the third degree. A transaction contrary to this prohibition is void. This rule should not be confused with Article 267’s separate treatment of guarantees for third-party debts or Article 28’s second-degree related-party rule.
Seven protections shareholders can put in place
- Define authority precisely. State what each manager may do alone and what requires joint action, while keeping the wording consistent across the constitutive documents, resolutions and Commercial Register.
- Register effective limits. Do not leave a third-party-facing limit only in a private agreement or message.
- Create reserved matters. Require shareholder approval for selected budgets, borrowing, asset sales, related-party contracts or commitments above an agreed internal threshold, subject to the law.
- Use dual controls. Consider two approvals for material bank payments and contracts. Confirm that the bank mandate and operational systems reflect the intended control.
- Document resolutions. Use a written agenda, disclose conflicts, record votes and preserve signed minutes and filing receipts.
- Exercise information rights. A non-manager shareholder may request company information and inspect books, records, accounts and papers personally or through an appointed specialist under Article 270.
- Review access regularly. Reconcile manager, signatory, bank, tax, email, accounting and government-portal access after every appointment, removal or ownership change.
These controls must be drafted for the company. They are not model clauses and should not conflict with the Commercial Companies Law or the constitutive documents. A one-person company has only one owner, but it still benefits from documented authority and separation of personal and company funds; see the One-Person Company guide.
Control matrix: who should approve?
| Decision | Manager alone? | Shareholder approval? | What to verify |
|---|---|---|---|
| Routine contract within the company’s activity | Often, if within authority | Not automatically under the general rule | Objects, registered limits, internal thresholds and bank mandate |
| Change to manager authority | No | Use the required company decision | Resolution, constitutive documents, registration and publication |
| Sale of all or a substantial part of assets | Only with express authority | Unanimous resolution is the alternative in Article 267 | Exact wording and facts; do not invent a percentage |
| Mortgage or pledge of assets | Ordinary-course debt exception may apply | Otherwise express authority or unanimous resolution | Purpose, debt, asset and registered authority |
| Guarantee of another person’s debt | Ordinary-course exception may apply | Otherwise express authority or unanimous resolution | Business purpose, objects and benefit to the company |
| Manager-related contract | Not safely without the required process | Prior approval rule may apply | Article 28, conflict disclosure, relationship and customer-contract exception |
| Loan or surety to a manager/shareholder, spouse or relative up to third degree | No | Shareholder approval does not remove Article 272’s prohibition | Identity, relationship and transaction substance |
| Share transfer or purchase of an existing company | Not a routine manager-only shortcut | Follow statutory and constitutive-document procedures | Official instrument, pre-emption, register and CR updates |
This matrix is a screening tool, not a substitute for the registered constitutive documents. For ownership changes, use the separate guide to buying and transferring company shares. Foreign owners appointing representatives remotely should also check the company registration from abroad guide.
Warning signs before appointing or retaining a manager
- The person refuses to provide the current constitutive documents or authority record.
- The company uses one person for contract approval, payment, bookkeeping and reconciliation without review.
- Large transactions are approved only through voice notes, informal messages or unsigned papers.
- Personal and company expenses are mixed.
- Related-party suppliers or loans are not disclosed.
- Bank access does not match the registered or agreed approval structure.
- Shareholders cannot obtain records, accounts, tax filings or filing receipts.
- A proposed asset sale, guarantee, pledge or settlement is described as “routine” without analysing Article 267.
- The ownership and control shown in the UBO register no longer match the real arrangement.
Before investing, compare the Commercial Register, constitutive documents, shareholder register, manager resolutions, bank mandate and material contracts. The Oman LLC formation guide explains the company form without repeating those due-diligence checks here.
Frequently asked questions
Can an Oman LLC manager sign every contract?
No universal answer applies. Managers have broad ordinary authority, but the law, company objects, constitutive documents and registered limits may restrict a specific contract.
Is a private shareholder agreement enough to limit a manager?
Not against third parties where the law requires the authority limit to be registered. Complete the required corporate and registration steps.
Can shareholders approve a company loan to a manager?
Article 272 prohibits managers and shareholders from obtaining company loans or sureties for themselves, their spouses or relatives up to the third degree, and says a contrary transaction is void.
May a manager sell company assets?
Ordinary disposals may fall within normal management. Selling all or a substantial part of the assets requires express authority in the constitutive documents or a unanimous shareholder resolution under Article 267.
What must a manager do when there is a conflict of interest?
The manager must inform the shareholders’ meeting of a conflict between the manager’s interest and the company’s interest in a proposed transaction. Related-party approval rules may also apply.
Can a minority shareholder inspect company records?
A shareholder who is not a manager may request company information and inspect books, records, accounts and papers personally or through an appointed specialist under Article 270.
Does manager liability automatically mean a crime occurred?
No. Company-law compensation and a criminal allegation are different questions. Each depends on its legal elements, evidence and procedure.
Official sources and last verification date
- Royal Decree 18/2019 issuing the Commercial Companies Law, especially Articles 28, 263-273 and 277
- Ministerial Decision 245/2025 amending the Commercial Companies Regulation, relevant to manager appointment and authorised-signatory categories
Last legal-source verification: 5 September 2026. No later amendment changing the cited manager-power provisions was identified in the official legal sources reviewed.
This article provides general company-law information, not legal advice. Authority and approval depend on the current registered wording, the constitutive documents and the facts of the transaction.
