Kuwait Companies Law - Law No. (1) Of 2016 - English

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(Unofficial translation)Council of MinistersLaw No. 15 of 2017 amending provisions ofLaw No. 1 of 2016on the Promulgation of the Companies Law- Having reviewed the Constitution;- and Decree No. (3) of 1955 regarding Kuwaiti Income Tax as amended;- and Decree No. (5) of 1959 promulgating the Real Estate Registration Law as amended;- and the Criminal Law promulgated by Law No. (16) of 1960 as amended;- and the Criminal Procedures and Trials Law promulgated by Law No. (17) of 1960 as amended;- and Law No. (4) of 1961 promulgating the Authentication Law as amended;- and the Law on Insurance Companies and Agents promulgated by Law No. (24) of 1961 asamended;- and Law No. (30) of 1964 on the Establishment of the Audit Bureau as amended;- and Law No. (49) of 1966 regarding Lending to Kuwait Shareholding Companies;- and Law No. (32) of 1968 on the Currency, Central Bank of Kuwait and the Regulation of theBanking Profession as amended;- and Decree Law No. (31) of 1978 regarding the Regulations for Preparing Public Budgets,Monitoring their Execution and Final Accounts as amended;- and the Civil and Commercial Proceedings Law promulgated by Decree Law No. (38) of 1980 asamended;- and Decree Law No. (39) of 1980 regarding the Law of Evidence in Civil and Commercial Mattersas amended;- and the Civil Law promulgated by Decree Law No. (67) of 1980 as amended by Law No. (15) of1996;- and the Commercial Law promulgated by Decree Law No. (68) of 1980 as amended;- and Decree Law No. (5) of 1981 regarding the Practicing of the Auditing Profession as amended;- and Decree Law No. (20) of 1981 regarding the Establishment of a Division in the Court of FirstInstance for Adjudicating Disputes as amended by Law No. (61) of 1982;- and Law No. (42) of 1984 regarding the Disposition and Trading of shares in Kuwait ShareholdingCompanies and Securities;- and Decree Law No. (33) of 1988 regarding Permission of Gulf Cooperation Council Citizens tohold shares in Kuwait Shareholding Companies;- and Law No. (19) of 2000 regarding the Support and Encouragement of National Labor to Work inNon-Governmental Entities as amended by Law No. (32) of 2003;- and Law No. (5) of 2003 on the Approval of the Unified Economic Agreement between the GulfCooperation Council Countries;- and Law No. (46) of 2006 regarding Zakat and the Contribution of Public and Closed ShareholdingCompanies in the State’s Budget;- and Decree Law No. (2) of 2009 regarding the Enhancement of Financial Stability in the State;- and Law No. (6) of 2010 regarding Working in the Civil Sector as amended;- and Law No. (7) of 2010 regarding the Establishment of Capital Market Authority and theRegulation of Securities Activities as amended;- and Law No. (37) of 2010 regarding the Regulation of Privatization Programs and Operations;- and Law No. (111) of 2013 regarding the Licensing of Commercial Stores;- and Law No. (116) of 2013 regarding the Promotion of Direct Investment in the State of Kuwait;- and Law No. (116) of 2014 regarding Public Private Partnerships;- and Law No. (1) of 2016 on the promulgation of the Companies Law;ϭ

- and Law No. (13) of 2016 regulating commercial agencies;- and Law No. (22) regarding the amendment of certain regulations of Law No. (7) of 2010 regardingthe Establishment of Capital Market Authority and the Regulation of Securities Activities;- and Law No. (49) of 2016 regarding Public Tenders;- and Decree No. (1) – Fiscal – of 1959 regarding commercial registry;- the National Assembly approved the following law, which we have ratified and issued:Article (1)Replacing articles (96 item 3, 97, 98, 147) of Law No. (1) of 2016 as referred to in the followingscripts:Article (96 – Item 3):3 – Main Headquarter of the company or email address or postal box.Article (97):The Limited Liability Company shall not be incorporated unless all cash membership interests aredistributed among the partners, and any in-kind contributions have been transferred to the company.The Executive Regulation shall specify the timing of depositing the cash membership interests in thelocal banks.Article (98):The capital of a Limited Liability Company shall be divided into membership interests of equal valuewhich shall be determined in the articles of association and that are not divisible.If there is more than one owner of a membership interest, they shall choose one person to representthem towards the company.Article (147):The company’s capital must be denominated in Kuwaiti currency. The executive regulation shallspecify the minimum capital of the company according to the type of activity and the amount ofcapital to be paid at incorporation.Article (2)The Prime Minister and the ministers – each in the area of concern – shall execute this law.Emir of KuwaitSabah Al Ahmad Al Jaber Al SabahIssued on April 23, 2017.(Published in the Official Gazette on Sunday April 26, 2017, appendix to issue No. 1337 (Vol. 63).Ϯ

Law No. 1 of 2016on the Promulgation of the Companies LawVersion dated 1 June 2016

DISCLAIMER AND NOTICEPlease note that the Kuwait Ministry of Commerce and Industry (“MOCI”) does not warrant that the attachedtranslation is an accurate translation of the source text, and it shall not be responsible for any loss or damagesuffered by you or third parties as a result of the translation, whether in contract or otherwise. It should be noted thatthe choice of terms used in legal translations is frequently a matter of preference, and the MOCI shall not be liablefor any such variations.Headers to articles, which are in italics, and the table of contents do not constitute part of the Companies Law andhave been inserted for ease of reference only. Similarly, footnotes do not constitute part of the Companies Law; theyreflect interpretive comments in respect of the translation and should not be interpreted as part of the CompaniesLaw or as legal advice.2

Table of ContentsLaw No. 1 of 2016 on the Promulgation of the Companies Law . 14Article 1 . 15Article 2 . 15Article 3 . 15Article 4 . 16Article 5 . 16Companies Law . 17Section One General Provisions . 17Definitions . 17Article 1 Definitions . 17Article 2 Scope of General Provisions . 18Article 3 Definition of the Company . 18Article 4 Forms of Companies. 18Article 5 Approval of the Ministry to the Incorporation of a Company and Its Objectives . 18Article 6 Approval of the Supervisory Authorities . 19Article 7 Authentication of the Company Contract . 19Article 8 Liability Due to Invalidity of the Company Contract . 19Article 9 Proclamation of the Company Contract . 19Article 10 Memorandum of Incorporation and Articles of Association . 20Article 11 Valuation of In-kind Contributions . 20Article 12 Name of the Company . 20Article 13 Change of the Name of the Company . 20Article 14 Objectives of the Company . 21Article 15 Companies that Operate in Accordance with Islamic Shari'a . 21Article 16 Term of the Company . 21Article 17 Share in the Company . 22Article 18 Division of Profit and Loss . 22Article 19 Contribution in the Form of Labour . 22Article 20 Distribution of Fictitious Profits . 23Article 21 Liability of the Company for the Acts of the Managing Director or Board of Directors . 23Article 22 Information on the Papers Issued by the Company . 23Article 23 Legal Capacity, Nationality and Domicile . 23Article 24 Practicing of Activities following Proclamation and Approval . 24Article 25 Application of Contracts and Acts Performed in the Name of a Company under Incorporation . 243

Article 26 Application of the Acts of the Incorporators . 24Article 27 Responsibility of the Incorporators for their Actions during Incorporation . 24Article 28 Statute of Limitation of Creditors' Claims . 24Article 29 Factual Company. 25Article 30 Agreement of Incorporators, Shareholders or Partners . 25Article 31 Retention of the Company Contract. 25Article 32 Right of Inspection at the Ministry . 25Section Two General Partnership Company. 25Chapter One Introductory Provisions . 25Article 33 Definition of the General Partnership Company . 25Article 34 Capacity as Merchant . 26Article 35 Name of the General Partnership Company . 26Article 36 Prohibition of Borrowing by Issuing Bonds or Sukuk . 26Article 37 Capital of the General Partnership Company . 27Chapter Two Incorporation Requirements . 27Article 38 Company Contract of the General Partnership Company . 27Chapter Three Membership Interests of the Partners . 27Article 39 Form of Membership Interests in a General Partnership Company . 27Article 40 Transfer of Membership Interests in a General Partnership Company. 27Article 41 Transfer of Financial Rights. 28Article 42 Pledge of Membership Interests in the General Partnership Company . 28Article 43 Execution against Membership Interests in a General Partnership Company . 28Chapter Four Rights and Responsibilities of the Management . 29Article 44 Management of the General Partnership Company . 29Article 45 Lack of Appointment of a Manager of the General Partnership Company . 29Article 46 Actions that Require Approval by all Partners . 29Article 47 Prohibition of Interference by a Partner in the Management and the Right of Inspection . 30Article 48 Prohibition to Contract for own Benefit . 30Article 49 Liability of the Manager of the General Partnership Company for Damages. 30Article 50 Dismissal of the Manager of the General Partnership Company. 30Article 51 Partners' Meeting of the General Partnership Company . 30Chapter Five Amendment of the Company Contract, Partners’ Liability and Creditors’ Rights . 31Article 52 Amendment of the Company Contract. 31Article 53 Rights of Creditors of the General Partnership Company . 31Article 54 Liability of the Joining or Withdrawing Partner . 314

Article 55 Dismissal of a Partner . 32Section Three Limited Partnership Company. 32Article 56 Definition of the Limited Partnership Company . 32Article 57 Incorporation and Company Contract of the Limited Partnership Company . 32Article 58 Name of the Limited Partnership Company . 32Article 59 Management of the Limited Partnership Company . 33Section Four Partnership Limited by Shares . 33Chapter One Introductory Provisions . 33Article 60 Definition of Partnership Limited by Shares and Name . 33Article 61 Legal Provisions applicable to Partners . 33Article 62 Capital and Shares in the Partnership Limited by Shares . 33Chapter Two Incorporation Requirements . 34Article 63 Application of Provisions regarding the Limited Partnership Company . 34Article 64 Company Contract of the Partnership Limited by Shares . 34Article 65 Number of Partners . 35Article 66 Payment of the Capital of the Partnership Limited by Shares. 35Chapter Three Rights and Obligations of the Management of the Company . 35Article 67 Management of the Partnership Limited by Shares . 35Article 68 Prohibition of Interference by a Limited Partner in the Management . 35Article 69 Right of Inspection of the Partners . 35Article 70 Supervisory Board in the Partnership Limited by Shares . 35Article 71 Reporting and Liability of the Supervisory Board of the Partnership Limited by Shares . 36Article 72 Auditor and Formation of Reserves of the Partnership Limited by Shares . 36Article 73 General Meeting of the Partnership Limited by Shares. 36Article 74 Amendment of the Company Contract of the Partnership Limited by Shares . 36Article 75 Temporary Manager in the Partnership Limited by Shares . 36Section Five Joint Venture Company . 36Article 76 Definition of the Joint Venture Company . 36Article 77 Company Contract of t

- and Law No. (46) of 2006 regarding Zakat and the Contribution of Public and Closed Shareholding Companies in the State’s Budget; - and Decree Law No. (2) of 2009 regarding the Enhancement of Financial Stability in the State; - and Law No. (6) of 2010 regarding Working in the Civil Sector as amended;

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