How to run a paperless board meeting in Oman

Two different things are called "paperless"

A paperless board meeting can mean a meeting where everyone sits in the room but reads from screens, or a meeting where members join from different places by video. The first is a change of tools and needs no special legal basis. The second changes how the meeting is held, and Omani law sets conditions for it. Decide which one you mean before you write the board's rules, because most of the risk sits in the second.

What the rules say about meeting by video

Article 191 of the Commercial Companies Law lets the board, by unanimous agreement of the members, meet through means that allow simultaneous verbal and visual communication without the members being in one place, "provided that the secretary of the board is able to identify them and to record the discussions made". Unanimity is the condition people forget: one member's objection keeps that meeting in the room.

The governance instruments add their own conditions. For closed joint stock companies, Article 22 of Ministerial Decision 5/2025 allows meetings through modern means of communication on condition that the secretary can see and hear all members and keeps a copy of the recording of meetings held that way, to share with the Ministry and the courts if asked. For companies in which the Government owns shares, Article 37 of Decision 132/2021 allows the same on condition that the secretary can see and hear all members, and asks the board to set rules for it; it does not add the recording duty. For listed companies, the Code caps video meetings and remote participation at two meetings a year.

In practice: write board rules that name the platform, how identity is checked, who records, where the recording is kept and for how long, and what happens when a connection drops during a vote.

The method, step by step

One: issue the pack on the paper clock. For listed companies, closed companies and companies with government shareholding alike, the regular-meeting agenda goes out at least seven working days before the meeting. Issue the whole pack through the portal on that day and record who acknowledged it. Two: let directors annotate. Private notes on a paper replace the margin scribbles that used to leave the room in a briefcase, and they should stay private to the director who wrote them.

Three: in the meeting, work from the record. Mark attendance in the system as members arrive, record declared conflicts against the item, and take votes in the system so the names are captured once. Four: draft the minutes from that record the same day, and circulate the draft electronically; for listed companies the Code allows seven working days for the draft and thirty for the final version. Five: approve and sign. Six: keep the file, with the papers the board actually saw, in a place you control for as long as your retention rule requires.

The step that stays formal: signed minutes

Article 194 of the Commercial Companies Law says the minutes are signed by the members who attended and the secretary, and the governance instruments ask the company to keep the original signed minutes. Whether an electronic signature satisfies that requirement for your company is a legal question, and we do not answer it here. Many boards take a middle path: everything up to approval is electronic, and the approved minutes are printed, signed and scanned into the portal, so the original and the searchable copy both exist. Ask your counsel which path your company should take, and write it into the board's rules.

What changes for the secretary, and what Mithaq does

The secretary stops collating, copying and couriering, and spends that time on the record. In Mithaq the pack is assembled with the papers bound in behind their agenda items, issued with an acknowledgement per member, and re-issued as an amendment if a paper changes. Papers can be annotated, watermarked on download and tracked in an access log. Attendance, votes and conflicts are captured during the meeting, the minutes are drafted from that record and versioned, and the approved minutes lock on sign-off. The meeting can also be recorded in the browser and saved to the meeting file.