Limited Liability Companies
Preliminary Materials (185 – 191)
Article 185
A limited liability company shall consist of a number of persons not exceeding thirty, and shall be liable only to the extent of its share in the capital. A partner may only be natural persons, and the number of partners shall not be less than two.If the partners have a couple, the number of partners shall be at least three.If the number of partners is less than the quorum, the company shall be deemed to be de jure if not initiated within one month at most. The remaining partners shall be responsible in all of his funds for the company’s obligations during this period.
Article 185
A limited liability company shall consist of a number of persons not exceeding thirty, each of whom shall not be liable except to the extent of his share in the capital.The number of partners shall not be less than two.If the partners have a couple, the number of partners shall be at least three. The number of partners for this quorum, the company shall be deemed dissolved by law if it does not initiate within one month at most to complete this quorum. The remaining partners shall be responsible in all its funds for the company’s obligations during this period.
Article 185
A limited liability company is a company in which the number of partners is not less than two persons and the number does not exceed fifty, and each of them is not responsible for the obligations of the company only to the extent of its share in the capital, and the company may take a special name derived from its purpose or the name of one or more partners and if less The number of partners for this quorum, the company shall be deemed dissolved by law if it does not initiate within one month at most to complete this quorum. The remaining partners shall be responsible in all its funds for the company’s obligations during this period.
Article 186
A limited liability company may not be incorporated, its capital increased or borrowed for its account through public subscription.It may not issue shares or negotiable bonds.The transfer of shares therein shall be subject to the recovery of the partners in accordance with the terms of the company’s contract and the provisions of this law.
Article 187
The Limited Liability Company shall not undertake insurance, banking or investment of funds on behalf of third parties in general.
Article 188
A limited liability company may take a special name and its name may be derived from its purposes. Their address may include the name of one or more partners. The name of the company shall be followed by the words “(limited liability)” with the company’s capital. All this shall be stated in all the company’s contracts, invoices, advertisements, papers and publications. If not, the directors of the company shall be jointly liable in their own funds towards third parties.
Article 189
The capital of the limited liability company shall not be less than one hundred thousand rupees.
Article 190
A limited liability company shall not be established for a period exceeding twenty-five years. If a longer term is agreed, it shall be reduced to twenty-five years.
Article 190
The limited liability company shall be established for the period agreed upon by the founders in the Memorandum of Association. Partners in a business activity The contract is automatically extended each time for a period similar to the duration agreed upon in the Memorandum of Association under the same conditions. A partner who does not wish to remain in the company may withdraw from it, in which case his rights shall be assessed in accordance with the provisions of Article (30) of this Law.
Article 190
The limited liability company shall be established for the period agreed upon by the founders in the Memorandum of Association. In this case, his rights shall be assessed in accordance with the provisions of Article (30) of this Law.
Article 191
Every limited liability company incorporated in Kuwait shall be a Kuwaiti national. At least one of the partners shall be Kuwaiti and the company’s head office should be in Kuwait. In companies established after the entry into force of this law, the shares of Kuwaiti partners shall be not less than 51% of the total shares of the company.
Article 190 bis
The provisions of the preceding Article shall apply to the existing companies at the time of the application of this Law. They may be extended in accordance with the provision of the said Article even if the contract provides otherwise.
Article 190 bis
The provisions of the preceding Article shall apply to existing companies whose term of office has expired until the date of entry into force of this amendment, and they shall continue to perform the works for which they were composed.
Article 190 bis
The provisions of the preceding Article shall apply to companies that have expired until the date of this amendment and are still practicing the works for which they were composed, as well as to companies existing at the time of this amendment.
Chapter One
Establishment of the Limited Liability Company (192-200)
Article 192
The Memorandum of Association of the Limited Liability Company shall be written in an official editor and shall include the following data: 1- The name and address of the company with the addition of the words “(a limited liability company)” 2. Names and titles of partners. 3- Head office of the company. The purposes for which the company was established. The amount of the company’s capital, and the cash or in-kind shares provided by each partner, with an accurate description of the in-kind shares and their value. Conditions of assignment of shares. 7. Duration of the company. 8. Names of partners and others entrusted with the management of the company, and the names of the members of the control board in cases where the law requires the existence of this board. 9- How to distribute profits and losses. The Memorandum of Association may include provisions to regulate the right to recover the shares of the partners and how to estimate the price when exercising this right, the formation of a reserve fund other than compulsory, and the organization of the company’s financial and accounts, and the reasons for its dissolution.
Article 193
A limited liability company shall not be established unless all cash shares have been distributed between the partners and paid in full, and the in-kind shares are delivered to the company. Cash shares shall be deposited in an approved bank and shall be paid only to the managers appointed in the Memorandum of Association of the company when they present a certificate proving their registration in the Commercial Register.
Article 194
The company’s Memorandum of Association shall indicate each in-kind share, its estimated value, the name of its owner and the amount of his share in the capital in return for what he has provided. The in-kind shareholder shall be liable to third parties for its estimated value. If there is an increase in this estimate, the difference shall be paid in cash to the Company. The other partners jointly ask about the performance of these teams for the company, unless they prove that they are unaware of it.
Article 195
The limited liability company shall be registered in the commercial register in accordance with the provisions of the law. The company shall not acquire the legal personality until after its registration, and it shall not be permitted before that to commence its business.
Article 196
The capital of the limited liability company shall be divided into equal shares of not less than five hundred rupees each. The share shall be indivisible, but may be shared by two or more persons and represented by one person to the Company. Partners shall be jointly liable for the obligations of this company.
Article 197
The quota may be waived by an official editor, so that the waiver does not result in the shares of Kuwaiti partners in companies established after the entry into force of this law less than 51% of the total shares. The remaining partners shall have the right to recover the share sold under the same conditions if the sale is to a foreigner. In the latter case, the person wishing to relinquish must inform the other partners through the directors of the company of what he has been offered. If one month has elapsed without any of the partners using the right of redemption, the partner shall be free to dispose of his right. If the right of redemption is used by more than one partner, the share sold among them shall be divided by the share of each of them.
Article 198
The relinquishment of the share shall not affect the partners except from the time of registration in the company book and in the commercial register.
Article 199
Each partner’s share is transferred to his or her heirs. If the share of inheritance or testament is transferred to more than one person and this leads to an increase in the number of partners over thirty, the shares of all the heirs or recommended to them shall remain in the same share as for the company, unless the heirs or the heirs agreed to transfer the share to a number of them. Within the maximum number of partners.
Article 200
A special register of partners shall be established at the company’s center, which shall include their names, places of residence, professions and the number of shares owned by each. The assignment of shares and the date of assignment is indicated. Each partner and any interested party may review this register and send the data contained in the register and any change thereon to the competent government department.
Article 192 bis
Without prejudice to the provisions of Article (197) of this Law, any amendment to the Company’s data shall be implemented from the date of its registration in the Commercial Register.
Chapter II
Company Management (201 – 214)
Article 201
The company is managed by one or more managers, from partners or others, with pay or by donation. If the Memorandum of Association does not appoint the Directors, they shall be appointed by the General Assembly of Partners.
Article 202
If a Director is appointed in the Memorandum of Association of the Company without a fixed term, he shall remain a Director for the duration of the Company’s stay, unless the Memorandum of Association otherwise stipulates or unites the partners to dismiss him.
Article 203
The Memorandum of Association shall appoint the authority of the directors. Any decision issued by the General Assembly of partners to restrict or change the authority of managers shall not apply to third parties except after the registration in the commercial register in accordance with the provisions of the law.
Article 204:
Directors shall be jointly liable to the Company, its partners and third parties for violating the provisions of the Law, the Memorandum of Association, or for mismanagement in accordance with the rules stipulated in the Joint Stock Company.
Article 205
The Director may not, without the approval of the General Assembly of Partners, administer in another competing company or for similar purposes, or perform for his own account or for third parties transactions in competing or similar trade. Violation of this shall result in the dismissal of the director and his obligation to compensate him.
Article 206:
If the number of partners is more than seven, the Memorandum of Association shall appoint a supervisory board of at least three partners for a certain period. The General Assembly and partners may reappoint them after the expiry of this period or appoint other partners.
Article 207
The Supervisory Board may examine the Company’s books and documents, inventory the Fund, goods, securities and documents documenting the rights of the Company, and request managers at any time to report on their management. The Board monitors the budget, the dividend distribution and the annual report, and submits its report thereon to the General Assembly of partners.
Article 208
The members of the Supervisory Board shall not be responsible for the actions of the directors unless they are aware of the mistakes made and fail to mention these errors in their report to the General Assembly of the partners.
Article 209
If the number of partners does not exceed seven, and the Memorandum of Association does not provide for the establishment of a supervisory board, the non-managing partners shall have control over the activities of the managers of the joint partners in the solidarity company, and they may themselves review the company’s books and documents in accordance with the provisions of Article (18).
Article 210:
Managers should invite the General Assembly of partners to meet at least once a year and should be invited to meet if requested by a number of partners with at least one quarter of the capital. The meeting shall not be valid unless attended by a number of partners holding more than half of the capital. If such quorum is not available, a second meeting shall be invited, regardless of the number of attendees. Each share shall have a vote, and decisions shall be made by an absolute majority of the shares represented, unless the Memorandum of Association adds a numerical majority of the partners, without prejudice to the provisions of Article 212.
Article 211:
The General Assembly of Partners shall hear the Directors’ report on the Company’s activities and financial position. The report shall include a full statement of income and expenses and the method proposed by the Directors for the distribution of net profits. It shall hear the report of the Supervisory Board and the report of the auditors, discuss the accounts submitted to it, approve the profits to be distributed and perform any other work within its competence under the Articles of Association or the provisions of the law. During the ten days following the approval of the budget, managers shall deposit it in the competent government department and everyone concerned shall have the right to access it.
Article 212
The Memorandum of Association of the Company may not be amended or its capital increased or reduced except by a decision of the General Assembly of Partners issued by a numerical majority of the partners holding three quarters of the capital, unless otherwise specified in the Memorandum of Association.
Article 213
The Memorandum of Association may stipulate that the Company shall have one or more auditors, selected by the General Assembly of Partners each year. The auditors in their authority, responsibility and procedures shall be subject to the rules prescribed for joint-stock companies in Articles 162-165.
Article 214
The Company shall maintain a reserve capital in accordance with the rules prescribed for joint stock companies in Articles 166-169.
Chapter Three
Expiry and liquidation of the Limited Liability Company (215-216)
Article 215
The Limited Liability Company shall terminate one of the matters that the Joint Stock Company shall terminate in accordance with the provisions of Article (170).
Article 216
If the Company loses half of its capital, the Directors shall submit to the General Assembly of the partners the order to dissolve the company. The dissolution decision shall require the availability of the numerical majority of the partners holding three quarters of the capital, unless the company contract otherwise requires. If the loss amounted to three quarters of the capital, the holders of the quarter may request a solution. Should the loss result in the capital being reduced to less than 100,000 rupees, everyone concerned would have requested the company’s dissolution.
