Corporate activity in Kuwait is governed by the Companies Law, Law No. 1 of 2016, and its Executive Regulations, alongside related legislations. The vehicle chosen at incorporation fixes a company's governance, the liability of its owners and the licences it is able to hold. We advise local and foreign clients on that choice and on the structure that follows from it, across limited liability companies, public and closed joint stock companies, holding companies, single person companies, general and limited partnerships, professional corporations, branches and representative offices.
We take a company from incorporation through to dissolution. That includes licensing before the Ministry of Commerce and Industry and the sector regulators, memoranda and articles of association, shareholder and joint venture agreements, the composition of the board and the duties of its members, the work of board committees, ordinary and extraordinary general assemblies, increases and reductions of capital, transfers of shares and quotas, mergers and acquisitions, corporate reorganisation and liquidation.
Where the shareholding is foreign, the position turns on the participation limits applying to the activity and on the Direct Investment Promotion Law, Law No. 116 of 2013. We advise on whether an activity is open to foreign investment, on the licence available from the Kuwait Direct Investment Promotion Authority and the exemptions and incentives attaching to it, and on the alternatives where a direct investment licence is not the right route.
Governance work is a substantial part of the practice. We prepare delegation and signature authorities, conflict of interest and related party policies, board and committee charters, and the internal regulations a Kuwaiti regulator expects a licensed entity to hold and to be able to produce. The purpose is to put the company in a position where a decision can be defended by reference to a document that existed before the decision was taken.
When a corporate relationship breaks down, we act in shareholder and partner claims, the removal of managers and directors and proceedings for their liability, challenges to general assembly resolutions, valuation and exit disputes, and claims arising from breach of statutory duty. We also advise on the negotiated exits that avoid those proceedings, including buy-outs, share transfers and deadlock mechanisms.