KUWAIT Law and Practice Contributed by: Sam Habbas, Luis Cunha, Hisham Al-Quraan and Mustafa Sayed, ASAR – Al Ruwayeh & Partners
increased regulation, and have greater minimum capital requirements compared to an SPC/WLL (the minimum required capital is KWD10,000 for KSCCs and KWD25,000 for KSCPs), investors prefer to establish SPCs/WLLs unless the par - ticular project requires a KSC. SPCs/WLLs are also easier to set up and administer, are subject to less stringent regulations and are relatively cheaper to establish and operate than a KSC. In light of this, what follows in this chapter does not address issues in relation to KSCs, focusing instead on SPCs/WLLs. 3.2 Incorporation Process As a high-level summary, in order to incorpo - rate an SPC/WLL an application must be made to the MOCI on a standard Arabic application form accompanied by the required documenta - tion/information. This is submitted online to the MOCI through its website. Certain information will have to be provided as part of the online application, including the names of the share - holders/manager, the capital amount, the man - ager’s authority, the company name, etc. The MOCI should provide its approval regarding one of the proposed names. The online applica - tion should thereafter be referred to the Ministry of the Interior (the MOI) for its approval regard - ing the partners 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 will issue a certificate con - firming the registration of the SPC/WLL on the Commercial Registry. Once the above is completed, an online applica - tion should be made to the MOCI to register the ultimate beneficial owner (UBO) of the entity or provide evidence to the authorities that the entity
is exempted in line with the MOCI Resolution No 16 of 2025 (eg, certain specially regulated enti - ties). Under Article 5.1 of the Resolution No 4 of 2023 on the Procedures for the Identification of the Actual Beneficiary (the “UBO Resolution”), the actual beneficiary of a corporate entity is the party that directly or indirectly owns or controls, in a final manner, the corporate entity through the ownership of shares or parts thereof which represent 25% or more of the capital or voting rights of the entity or that otherwise has such rights which allow the appointment and removal of the majority of the board of directors. Where it is not possible/practical to identify the UBO as aforesaid, then the UBO would be such per - son having the actual control over the relevant corporate entity, and where this is not possible/ practical, then it would be the person in charge of the management of the relevant corporate party. After completing the UBO application, an online application should be submitted to the MOCI in connection with the issuance of the SPC’s/WLL’s trading licence. At this point, the lease agree - ment and rent receipt of the SPC’s/WLL’s prem - ises should be submitted to the MOCI. During this process, the approvals of the Municipality and Fire-Fighting Administration should also be obtained, whereafter the trading licence should be issued for the SPC/WLL. Additional approvals may also be required, depending on the busi - ness of the SPC/WLL. The incorporation of the SPC/WLL should take approximately four weeks (from the date all required documentation and information is sub - mitted), provided that no substantial changes are made to the standard MOA proposed by the MOCI.
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