KUWAIT Law and Practice Contributed by: Sam Habbas, Luis Cunha, Hisham Al-Quraan and Mustafa Sayed, ASAR – Al Ruwayeh & Partners
3.3 Ongoing Reporting and Disclosure Obligations Companies are subject to various ongoing reporting/disclosure obligations after estab - lishment. 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 company’s constitutional documents; • financial statements must be submitted to the MOCI annually for review/approval; • any change in the shareholding (and, in certain cases, that of the ultimate beneficial shareholder) must be registered with the MOCI; • if the company is licensed under the FDIL, KDIPA will require ongoing disclosures evi - dencing compliance with commitments made during the licensing process; and • the UBO and any update thereto must be registered with the MOCI. 3.4 Management Structures An SPC is managed by its owner, but such 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 are 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 provi - sions regarding 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 author - ity 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. In rela - tion 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). 4. Employment Law 4.1 Nature of Applicable Regulations Generally speaking, all employers/sponsors in the private sector in Kuwait are required to com - ply with the provisions of the Labour Law regard - ing matters such as working hours, overtime, rest days, sick leave, annual leave, holidays, etc, and other statutory benefits, 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. The Ministry of Social Affairs and Labour (MOSAL) regulates employment matters in Kuwait and issues regulations, which should be complied with by employers/sponsors in addi - tion to those in the Labour Law (eg, in respect of the minimum wage). While the Labour Law provides certain express protections for unions and collective bargaining arrangements, in prac - tice these are quite rare and are typically only
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