KUWAIT Law and Practice Contributed by: Sam Habbas, Luis Cunha, Hisham Al-Quraan and Mustafa Sayed, ASAR – Al Ruwayeh & Partners
3.4 Management Structures An SPC is managed by its owner, but such an owner may appoint one or more managers to manage the company on its behalf. A WLL is managed by one or more managers (and not by a board of directors, which is typically charged with managing KSCs). Managers can be of any nationality, but must have a Kuwait civil ID card and be a resident of Kuwait. The MOA of the company sets out the powers of the managers. In the absence of any provisions regard - ing the powers of the managers, the managers have the full power to act on the SPC’s/WLL’s behalf (it is common to provide in the MOA that the manager has full authority to act on behalf of the WLL) but this can be restricted in the company’s MOA or by the ordi - nary general meeting of the partners (although certain restrictions apply in practice). In relation to a WLL, if the manager is named in the MOA, their termination/ replacement should be approved by an extraordinary general meeting. The manager would be considered an employee of the company, so their relationship with the company would be subject to Law No 6 of 2010 (the “Labour Law”). 3.5 Directors’, Officers’ and Shareholders’ Liability Managers are jointly liable towards the company, the partners and third parties for breaches of the law or the MOA, or for mismanagement (Article 105 of the Companies Law). Generally speaking, all employers/sponsors in the private sector in Kuwait are required to comply with the provisions of the Labour Law regarding matters such as working hours, overtime, rest days, sick leave, annual leave, holidays, etc, and other statutory ben - efits, regardless of whether or not such benefits have been waived in an employment contract. In this regard, the Labour Law provides for the minimum rights for employees in Kuwait, but employment contracts can provide for more beneficial rights. 4. Employment Law 4.1 Nature of Applicable Regulations
and manager of the SPC/WLL. After obtaining the MOI’s approval, the MOA of the company should be signed by all partners (or their representatives) before the Notary Public at the Ministry of Justice. Following the signing of the MOA, the MOCI issues a certificate confirming the registration of the SPC/WLL on the Commercial Registry. After completing the Commercial Registration appli - cation, an online application must be submitted to the MOCI for the issuance of the SPC’s or WLL’s trading licence. At this point, the lease agreement and rent receipt of the SPC’s/WLL’s premises must be sub - mitted to the MOCI. During this process, the approv - als of the Municipality and Fire-Fighting Administra - tion should also be obtained, after which the trading licence should is issued for the SPC/WLL. Additional approvals may also be required, depending on the business of the SPC/WLL. The incorporation of the SPC/WLL takes approxi - mately three weeks (from the date all required doc - umentation and information is submitted), provided that no substantial changes are made to the standard MOA proposed by the MOCI. 3.3 Ongoing Reporting and Disclosure Obligations Companies are subject to various ongoing reporting/ disclosure obligations after establishment. While the particular obligations will depend on the company itself and the activities it undertakes, examples of what may be required include: • changes of management must be registered with the MOCI, as well as any amendments to a com - pany’s constitutional documents; • financial statements must be submitted to the MOCI annually for review/approval; • any change in the shareholding must be registered with the MOCI; • if the company is licensed under the FDIL, KDIPA will require ongoing disclosures evidencing compli - ance with commitments made during the licensing process; and • the UBO and any update thereto must be regis - tered with the MOCI.
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