Expanded Personal Liability (“Shadow Managers”)
Article 18 has been amended so that personal liability now extends to both visible and non-visible de facto managers (“shadow managers”). It is no longer sufficient for a person to be formally registered as a director to be held accountable; anyone who effectively contributes to decision-making may be held liable.
Electronic Meetings and Voting
It is now permissible to hold board of directors and general assembly meetings through electronic means or remote communication, with regulations in place to ensure identity verification and full participation.
Single-Owner Closed Joint Stock Company
It is now possible to establish a Closed Joint Stock Company with a single owner, who will assume the powers of the general assembly.
Continuity of Partnerships Despite Death or Withdrawal of a Partner
The amendments allow partnerships to continue even if a partner withdraws, passes away, or becomes legally incapacitated, provided the matter is officially registered.
Abolishment of a Type of Partnership
“Partnerships by Participation” have been abolished, and relevant entities are required to restructure these arrangements within a specified timeframe (three months).
Enhanced Oversight Powers of the Ministry
The Ministry of Industry and Commerce has been granted broader authority to request access to the financial records of companies, accountants, and directors—including “shadow managers.”
Joint and Collective Liability
If multiple individuals cause harm through a violation, all are held jointly liable. Absence from a meeting does not absolve a person from responsibility unless they formally object and record their objection in the meeting minutes.
Amendments to the Commercial Companies Law / Joint Stock Companies
Law No. 3 of 2025 introduced changes to the Penal Code (Decree-Law No. 15 of 1976), imposing penalties for theft or misuse of electronic devices or for using them to access data or images. Sanctions include imprisonment or fines.
Amendments to Criminal Procedures and Expedited Resolution of Minor Cases
Decree-Law No. 32 of 2025 grants the Public Prosecution broader powers to handle minor criminal cases, with fines up to BHD 3,000 in some instances. The aim is to expedite justice and ease the burden on the courts.
Expansion of Alternative Sentencing
Law No. 20 of 2025 broadened the scope of alternative sentences to imprisonment, allowing measures such as mandatory presence in designated places, electronic access restrictions, and other non-custodial penalties.
Article 18 has been amended so that personal liability now extends to both visible and non-visible de facto managers (“shadow managers”). It is no longer sufficient for a person to be formally registered as a director to be held accountable; anyone who effectively contributes to decision-making may be held liable.
Electronic Meetings and Voting
It is now permissible to hold board of directors and general assembly meetings through electronic means or remote communication, with regulations in place to ensure identity verification and full participation.
Single-Owner Closed Joint Stock Company
It is now possible to establish a Closed Joint Stock Company with a single owner, who will assume the powers of the general assembly.
Continuity of Partnerships Despite Death or Withdrawal of a Partner
The amendments allow partnerships to continue even if a partner withdraws, passes away, or becomes legally incapacitated, provided the matter is officially registered.
Abolishment of a Type of Partnership
“Partnerships by Participation” have been abolished, and relevant entities are required to restructure these arrangements within a specified timeframe (three months).
Enhanced Oversight Powers of the Ministry
The Ministry of Industry and Commerce has been granted broader authority to request access to the financial records of companies, accountants, and directors—including “shadow managers.”
Joint and Collective Liability
If multiple individuals cause harm through a violation, all are held jointly liable. Absence from a meeting does not absolve a person from responsibility unless they formally object and record their objection in the meeting minutes.
Amendments to the Commercial Companies Law / Joint Stock Companies
- Pursuant to Decree-Law No. 38 of 2025, the Commercial Companies Law (Decree-Law No. 21 of 2001) was amended to Expand responsibilities to executive directors and de facto managers, even if not officially registered (“shadow managers”).
- Permit electronic board and general assembly meetings with electronic voting under proper legal safeguards.
- Allow the establishment of a Closed Joint Stock Company with a single owner, who assumes the powers of the general assembly.
- Ensure continuity of partnerships even if a partner withdraws, dies, or becomes legally incapacitated, provided this is officially registered.
- Abolish “Partnerships by Participation,” requiring restructuring within a three-month deadline.
- Amendments to the Commercial Law – Cheques and Joint Accounts
- Law No. 23 of 2025 amended the Commercial Law (Decree-Law No. 7 of 1987) to introduce new provisions on cheques, including, Partial payment of cheques in cases of insufficient funds, allowing the cheque holder to accept the available amount.
- New regulations on banks’ obligations in the event of death or incapacity of a joint account holder, requiring notification within ten days and freezing the affected party’s share.
- Stricter penalties on blank cheques used as instruments of guarantee or credit.
Law No. 3 of 2025 introduced changes to the Penal Code (Decree-Law No. 15 of 1976), imposing penalties for theft or misuse of electronic devices or for using them to access data or images. Sanctions include imprisonment or fines.
Amendments to Criminal Procedures and Expedited Resolution of Minor Cases
Decree-Law No. 32 of 2025 grants the Public Prosecution broader powers to handle minor criminal cases, with fines up to BHD 3,000 in some instances. The aim is to expedite justice and ease the burden on the courts.
Expansion of Alternative Sentencing
Law No. 20 of 2025 broadened the scope of alternative sentences to imprisonment, allowing measures such as mandatory presence in designated places, electronic access restrictions, and other non-custodial penalties.
