Company Registration in Kuwait
Kuwait, officially the State of Kuwait, is a country in Western Asia. It is situated on the northern edge of Eastern Arabia at the tip of the Persian Gulf, bordering Iraq to the north and Saudi Arabia to the south. Kuwait has a coastal length of approximately 499 km
Kuwait is an emirate with an autocratic political system. The Emir is the head of state and the Al Sabah is the ruling family which dominates the country's political system. Kuwait's official state religion is Maliki Sunni Islam. Kuwait is a developing country with a high-income economy backed by the world's sixth-largest oil reserves. The Kuwaiti dinar is the highest valued currency in the world. Kuwait is the fifth richest country in the world by gross national income per capita. In 2009, Kuwait had the highest Human Development Index in the Arab world. Human rights abuses in Kuwait are common, Kuwait has the largest number of stateless people in the entire region. Since the mid-to-late 2010s, Kuwait has been experiencing its worst economic crisis in many decades. To help diversify the economy, Kuwait has commenced a national development plan, Kuwait Vision 2035. Under the Belt and Road Initiative, Kuwait and China have many important cooperation projects including Al Mutlaa City and Mubarak Al Kabeer Port.
Business Factors
From 2014 to 2015, Kuwait made starting a business more difficult by increasing the minimum capital requirement and by increasing the commercial license fee. On the other hand, in 2016 Kuwait made starting a business easier by reducing the minimum capital requirement.
Kuwaitis are characterized by a complex business environment, which requires flexibility, patience, and persistence. Many exporters and investors in Kuwait are challenged by inconsistent, sometimes contradictory policies, lack of transparency in decision-making, reversal of tenders once awarded, and a judiciary that heavily favors the local population.
On top of that, the government does not implement anti-corruption laws effectively, and public officials reportedly engage in corrupt activities with impunity.
The State of Kuwait, however, is undergoing significant expansion in the building and construction industry and the traditional import sectors of automotive, oil and gas, computers/ICT, telecommunications equipment and construction equipment remain strong.
Religion
Islam is practiced by the majority of Kuwaitis and governs their personal, political, economic, and legal lives. Despite over 95% of the population are Muslim, Kuwait is known for its religious tolerance.
Ethnicity
There are different types of ethnicities in Kuwait that must be considered while doing business, such as Kuwaiti 45%, other Arab 35%, South Asian 9%, Iranian 4%, other 7%.
Benefits of Company Registration in Kuwait
- Infrastructure Facilities
Kuwait offers world-class infrastructural facilities. This would include modern construction, natural resources, and another form of facilities. There is a robust financial system present in Kuwait, which attracts different types of foreign investors in the country.
- Oil and Gas Sectors
The oil and gas sector is booming in Kuwait ever since the 1930s. More than half of the GDP of Kuwait comes from this sector. Kuwait offers the 6th largest exporter of crude oil in the world.
- Good Exchange Rates
Kuwaiti Dinar is one of the world’s richest currencies. Due to this, good exchange rates can be secured through foreign exchange transactions. Due to the above reasons, investors would go through the process of company registration in Kuwait.
- Demographic Area
Kuwait is present in the Gulf. Hence it offers a progressive demographic area for investors to carry out business. There is access to different forms of banking and financial facilities in Kuwait. Kuwait has a population comprising of 4 million people, out of which more than 2.8 million people are ex-pats and 1.2 million people are Kuwaiti Nationals.
Types of Company Registration in Kuwait
- Kuwait Joint Venture LLC (JV LLC)
The JV LLC in Kuwait is one of the most utilized business structures. For setting up this form of business, one director of any nationality is required. A Kuwaiti Shareholder who controls a 51% stake in the company is also required to be appointed. A foreign shareholder is restricted to own only a 49% stake in this form of entity. The liability of the shareholders and directors is limited to a particular amount. The minimum paid-up capital for this form of entity is Kuwait Dinar 1000 (KD).
- Wholly Owned Foreign Entity (WLL)
The Kuwaiti Foreign Direct Investment Law allows 100% foreign ownership in some form of entity. This would only be after securing the required consent and approvals from the Kuwaiti Direct Investment Promotion Agency (KDIPA). However, registering this entity would take about 180 days. The minimum paid-up capital to form this type of entity is between USD 70,000 to USD 1, 40,000. Due to this, the activities which are planned by this company must be implemented taking national significance.
- Kuwait LLP (Kuwait Limited Liability Partnership)
The limited liability partnership in Kuwait is another form of business structure that is utilized. There are partners in this type of entity. One of the partners must be a local individual. Consent from the KDIPA must be taken related to the partners. This form of entity has certain forms of tax benefits. Annual Statements must be submitted by this form of entity.
- Kuwait Free Zone Company (Shuwaikh Companies)
Usually, there is no form of tax in these free zones. Customs duties and other duties would not also be levied on companies that carry out activities in this free zone.
- Kuwait Joint Stock Company
This form of company is similar to public limited companies that offer their shares in a public stock exchange. Foreigners can also be shareholders of this form of entity. 49% shareholding must be the maximum unless exemption is got from the KDIPA. To form this type of entity, such entity must be registered with the Ministry of Commerce and Investment.
- Branch Office
If you want to conduct business as a foreign company, then opening a branch office in Kuwait would be appropriate. A branch office in Kuwait is a mere extension of the foreign parent company. There is no limited liability for the branch office and all the liability comes under the parent company.
- Representative Office
A representative office in Kuwait is a mere extension of the foreign parent company. A representative office is not allowed to carry out profit-making activities in Kuwait. Financial statements do not require to be submitted by the representative office in Kuwait. Activities such as promotion and marketing for the foreign company can be carried out by the representative office.
- Commercial Agency Agreement
If a significant amount of capital is not required to be invested in Kuwait, then an investor going for company registration in Kuwait can utilize the above form of the commercial agreement. An investor going for company registration in Kuwait would consider this form of agreement with an agency. The agent would carry out all the operations of representing the company in Kuwait.
Procedure for Company Registration in Kuwait
The below procedure would be for forming a WLL company in Kuwait. This form of entity has 100% foreign ownership.
The following procedure has to be adopted for company registration in Kuwait:
- Application
The applicant for company registration in Kuwait has to file an application with information on the shareholders and directors of the company. This application has to be made to the Ministry of Commerce and Investment (MOCI). The Social Security and the identity of the applicant are required. This would act as evidence as a local partner. Along with this application, a copy of the lease agreement must also be attached.
- Documentation
• The applicant would have to submit the following documents:
• Copy and information related to the articles of association of the company
• Copy and information related to the commercial license in Kuwait
• Commercial Register Copy
• Passport information of the applicant in case the applicant is a foreign individual
• Copy of the resolution taken by the shareholder related to the company.
- Fee
An administrative and ministerial fee of KD 300 has to be paid by the applicant to the MOCI. The manager has to be a director of the company in managing the office in Kuwait. Leased Premises is required for forming the company.
- Seeking Approvals
After completing the online application, approvals would be carried out by the ministry. This would include reserving the name of the company. The department would also request the company to deposit the paid-up capital of the company in the bank. This would be frozen for a particular period of time.
- Memorandum of Association Submission
Once the above process is carried out; a draft of the MOA would be submitted to the Department of companies. When this is approved, the certificate of incorporation would be provided.
- Apply for Membership in the Chamber of Commerce
Once the certificate of incorporation is obtained, the company would have to officially apply for membership in the Chamber of Commerce and Industry. Apart from this, membership has to be applied to the public authority for civil information. Once this is carried out the company would be officially registered.
Required Documents
- Copies of civil IDs of the partners and the manager
- 2- Capital certificate for joint ventures and limited partnerships; the capital of the limited liability company is reserved during the establishment period.
- 3- Certificate from the Public Institution for Social Security for the manager
- 4- Lease contract and receipt
- 5- Certificate of the address automatic number from the Public Authority of Civil Information
- 6- Certificate of sponsor's approval for the foreigner to enter in partnership with others approved by the Kuwait chamber of commerce and industry + signature authorization of the sponsor + work permit for the foreign partner + transferring the manager residence to the company
Frequently Asked Questions
1. What is the minimum capital required for company registration in Kuwait?
A minimum of KD 1000 is required for company registration in Kuwait. However, the minimum capital requirements would depend on the form of the company established.
2. What is the minimum number of shareholders?
A minimum of two shareholders is required for a company incorporated in Kuwait.
3. Does the director require to be a Kuwaiti resident?
No, the director does not require to be a Kuwaiti resident.
4. Is there any restriction on foreign ownership?
Foreign ownership in Kuwait is allowed. However, only 49% ownership is allowed for a foreign shareholder. A Kuwaiti or a GCC national is required to hold 51% ownership of the company.
5. Is a foreigner allowed to be a shareholder of a Joint-stock company in Kuwait?
Yes, a foreigner is allowed to be a shareholder of a joint-stock company.