Board resolution format in Oman, with a bilingual template

What the law fixes, and what it leaves to you

Search for "board resolution format Oman" and you will find templates that look official. None of them is. We found no Omani authority that publishes one prescribed form for a board resolution. What the law does is fix the facts the record must prove, and a good format is simply one that proves them every time.

The Commercial Companies Law, Royal Decree 18/2019, sets three of those facts. Article 192 says a board meeting is valid only if two thirds of the members, or those who represent them, attend, and resolutions pass by majority unless the articles of association set a higher proportion. Article 194 says the secretary prepares the minutes, the members who attended and the secretary sign them, a member who did not agree may record the objection, and the signatories are responsible for the correctness of what the minutes state. A resolution that does not show its quorum, its majority and its signatories leaves a gap in exactly the places the law looks.

One translation point matters here. The Arabic text of Article 192 says «الأغلبية المطلقة», an absolute majority, while the English translation on Decree.om says "simple majority". The Arabic text is the law. If your board papers quote the English, quote it with that in mind.

The parts of a resolution, in the order a reader checks them

Identity first: the company name, its legal form and its commercial registration number, so the document can stand alone when it reaches a bank or a ministry. Then a reference number. For a listed company the Public Joint Stock Companies Regulation, Decision 27/2021, says at Article 128 that the date and serial number of the minutes must be entered and that the names of the present directors who voted for or against any resolution must be recorded. A serial number per resolution, inside a numbered minute, answers both.

Then how the resolution was adopted: at which meeting, on which date and at which place or by which means, or by circulation with the time the vote closed. Then attendance, apologies and the quorum stated as arithmetic ("five of seven present; two thirds required"), not as the word "quorate".

Then the operative words. Write what the board decided, not what it discussed: the subject, the amount in rials, the counterparty, the term, and who is authorised to act. A bank reading a resolution to open an account or change signatories wants the names and the limits, not the reasoning. After that, the vote by name, any conflict declared with what the member then did, any objection a member asked to record, and the signature block.

Resolutions by circulation: allowed, with conditions that differ by company type

Article 193 of the Commercial Companies Law lets the board adopt any of its resolutions "by way of minutes by circulation", in the cases and under the controls the regulations set, and requires the secretary to record those resolutions in the minutes of the next board meeting after their adoption. That second duty is the one most often missed: a resolution passed by email and never entered in the next minutes leaves the minute book incomplete.

The instruments below the law add conditions. For listed companies, the Code of Corporate Governance lets directors adopt resolutions by circulation except those approving the financial statements, and requires them to be listed for ratification on the agenda of the next board meeting. Article 127 of the PJSC Regulation adds that the subject must not relate to the financial statements or to matters referred by the audit committee, that the resolution must go to all directors with the documents needed to decide it, and that each director must record acceptance or rejection with written reasons. For closed joint stock companies, Article 23 of Ministerial Decision 5/2025 excludes approval of the audited financial statements and requires the resolution to be listed for ratification at the meeting that directly follows; Article 38 of Decision 132/2021 says the same for companies in which the Government owns shares.

So a circulated resolution needs a few extra lines: the date the papers went out, each director's position with reasons where the regulation asks for them, the time the vote closed, and a note of the meeting at which it will be ratified.

Arabic or English

If the resolution will be filed with an authority, write it in Arabic: the regulations require documents submitted to the regulator in Arabic, and our guide to Omani governance rules sets out which instrument says what. If the board deliberates in Arabic, draft the resolution in Arabic first even when it stays internal, and treat the English as a translation. The text the board voted on is the resolution.

How Mithaq records it

Mithaq gives every decision a sequential reference per year (DEC-2026-0001), records its outcome, its category, its date and the meeting or the vote that produced it, and keeps the vote by name as for, against, abstain or recuse. A resolution by circulation is a vote with a closing time and a fixed list of eligible members, and the resolution register lists those separately, which makes the next meeting's ratification item easy to build. Mithaq does not decide whether your articles allow a given resolution by circulation; it records what the board did.