What is Company Registration in Kuwait?
It is a small, petroleum-based economy. The Kuwaiti dinar is the highest value unit of currency in the world. It is a fourth richest country in the world per capita as per World Bank. Tourism, agriculture, transport, oil and gas and financial services industry has huge potential and also explore the well-planned manner in the country for such remarkable comment from the international agency on its economy. Kuwait has a leading position in the financial industry in the Gulf Cooperation Council (GCC). The country has also achieved good remark on Science and Technology, till date country has registered 384 patents which are a second highest figure in the Arab World. In the past five years, there has been a significant growth in Entrepreneurship and small business start-ups in Kuwait. Many Kuwaiti entrepreneurs use the Instagram-based business model.
Business form & Structure
As like other countries, it has also welcomed foreign investment in a numerous way. So every foreigner who wants to have business in Kuwait can choose any of form in the country to do business.
- Joint Venture
- Commercial Agency
- An original copy of the agency agreement with an Arabic translation.
- A copy of the agent's commercial registration.
- A copy of the Kuwaiti agent's nationality document.
- A certificate of registration from the Kuwait Chamber of Commerce and Industry.
- Limited Liability Company
- Closed Joint Stock Company
- Joint Stock Company
The applicable commercial company Law governs the formation of partnerships, both general and limited. A general partnership, or a joint liability company, is an association of two or more persons formed under a specific name to carry on commercial business. It has a separate legal personality as per law, but its members are jointly and separately liable for its obligations to the extent of their entire personal property. It is a kind of standard form of partnership.
A joint venture is a commercial association formed by two or more parties. It is purely based on a contractual arrangement between the parties and has no separate legal personality distinct from its members. The joint venture agreement is not registered anywhere. There are no limitations on foreign participation in joint ventures. It is a common and most used instrument for investment in Kuwait for foreign contractors involved jointly in a major project in Kuwait to form a construction joint venture or consortium.
The commercial agency provides a means/way out for a foreign company to conduct organized& structured marketing efforts without having registered local presence of its own in Kuwait. These laws stipulate that only Kuwaiti individuals or companies may act as commercial agents. A commercial agency is not valid unless it is registered at the Ministry of Commerce. The application for registration of commercial agency must be submitted within two months of the appointment of a local agent along with the following documents:
A foreign company wishing to open an office to conduct business and commercial activities must act through a Kuwaiti agent under whose name and sponsorship the operation is carried out. A foreign company or investor may be exempted from this requirement if approval is obtained in accordance with the foreign direct investment law.
This is the most common corporate entity in Kuwait, and the main route adopted by foreign companies or investors to enter the market.
The capital of a limited liability company must not be less than KD 7,500, though in practice the minimum capital currently required is higher than that. The required capital may, in fact, vary from industry to industry, and the whole of a company's capital must be paid at the date of incorporation. Payment may be in cash or in other assets valued at their fair market value.
Annual transfers of at least 10% of net profit must be made to a legal reserve until this reserve amount to 50% of the capital of the company. The legal reserve may be used to ensure payment of a cash dividend of up to 5% in years in which profits are insufficient to justify a dividend of this size.
A limited liability company requires at least two founding members. Originally, members were required to be natural persons with at least one member a Kuwaiti. However, an amendment to law number 15/1960 in July 1995 (28/1995) allowed companies to be founding members of limited liability companies. The maximum number of members is 30. The proportion of Kuwaiti
Capital must not be less than 51% unless the venture receives approval under the FDI regulations allowing up to 100% foreign ownership. Members are not required to be resident in Kuwait. A foreign company may own a share in the capital, in the name of a resident individual acting as its nominee.
The duration of a limited liability company is determined by its founders and is not restricted by law. According to law number 26/1984 which amended the Commercial Companies Law, an existing company may extend its duration by a majority decision of the members.If a limited liability company has more than seven members, a board of directors, consisting of at least three members must be set up. The original board of directors is named in the memorandum of association for a fixed term. Appointments and re-appointments to the board thereafter are made by the members in general meeting. Employees have no statutory rights to take part in the management or to be represented on the board of directors.
A limited liability company is normally managed by one or more managers with or without remuneration. The managers need not be Kuwaiti nationals or members of the company. If the managers are not named in the memorandum of association, they are appointed by the members in general meeting.
This kind of company is joint stock companies that do not offer their shares to the public. Regulations concerning foreign participation and their investment in such companies are broadly similar to those applicable to Kuwait shareholding companies.
Shareholding companies may be either public or closed. They must have at least five shareholders. The Kuwait shareholding company (SAK or KSC) is similar to a common law limited liability company, with a board of directors and share certificates. It can engage in any form of activity but has a higher capital requirement of KD 100,000 or more. Foreigners are allowed to participate in the formation and ownership of public shareholding companies within the 49% limit indicated above, except where 100% ownership is permitted in accordance with the foreign direct investment law. The founders of a public shareholding company are required to subscribe to at least 10% of the capital.
Company Registration Procedure in Kuwait
The company registration procedure will be as per defined in company law of the country and its rules read with other associated laws. More or less subject to commercial taxes and laws, the registration process is similar.
Therefore it’s good to have discussion on standardized form of Company step by step for registration procedure:-
First: register at the department of companies of the Ministry of Commerce and Industry (MOCI)
Second: Reserve a unique company name from the commercial register as per applicable rules and regulation. Once approved the name will be a reserve for 3 months by the department as per applicable guidelines for name reservation in Kuwait.
Third: retrieve the letter addressed to the bank from the Department of Companies.
Fourth: Deposit the capital at the bank and obtain proof thereof.
Fifth: receive inspection of company premises by the Municipality.
Sixth: obtain approval of the Memorandum of Association from the Department of Companies
Seventh: notarize the Memorandum of association before a public notary.
Eight: register with the commercial registry. Charges around KWD 7 for this as government fees.
Ninth: obtain the commercial license from the department of companies. It cost around KWD 150 to complete the process as government fees.
Tenth: Register with the Kuwait Chamber of Commerce and Industry.
Eleventh: register with Public authority for civil information.
Twelfth: register at the Ministry of labor and social affairs.
In short, these are the stepwise registration of a company in Kuwait. Further, the other required permission is also taken, as and when basis to run the business/trade in the country.