Bahrain amends its Commercial Companies Law: single-shareholder closed companies and wider liability for managers
Bahrain's Decree-Law No. 38 of 2025, issued on 8 September 2025 and in force from 12 September, amends the Commercial Companies Law. Founders, partners and capital owners are no longer personally liable for company debts by default, while managers and board members, including shadow managers, are personally liable for damage caused by negligence or breach. A closed joint stock company can now have a single shareholder, and virtual meetings and e-voting are allowed.
The decree-law amends Legislative Decree No. 21 of 2001, Bahrain's Commercial Companies Law. It took effect the day after publication in the Official Gazette.
What changed
- Liability: founders, partners and capital owners are removed from the personal liability provision. Managers, board members and anyone who manages a joint stock, closed joint stock or limited liability company, openly or in practice, are personally liable for damages caused by negligence, gross error, or breach of the law or the articles.
- One-person closed companies: a single shareholder can now form a closed joint stock company (BSC (c)) under article 226.
- Meetings: virtual participation and electronic voting are facilitated.
- Outdated company forms are removed.
Later developments
Ministry of Industry and Commerce Resolution No. 11 of 2026, in force from 12 March 2026, sets out how single-shareholder BSC (c) companies are formed and governed.
Who is affected
Bahraini companies, their directors and managers, and founders choosing a company form.
Sources
- Al Tamimi & Company: Bahrain Decree-Law No. 38 of 2025 amending the Commercial Companies Law (10 September 2025)
- KPMG Bahrain: Regulatory alert, amendments to the Commercial Companies Law (September 2025)
- Al Tamimi & Company: Bahrain issues regulations for single shareholder closed joint stock companies