Law No. 122 of 2023 on the Kuwait Chamber of Commerce and Industry

Law No. 122 of 2023
on the Kuwait Chamber of Commerce and Industry

Chapter One
Definitions

Article 1

The following words and terms, wherever they occur in this Law, shall have the meaning assigned to each of them, unless the context otherwise requires:
– Competent Ministry: the ministry designated by the Council of Ministers.
– Competent Minister: the minister designated by the Council of Ministers.
– Chamber: the Kuwait Chamber of Commerce and Industry.
– General Assembly: the General Assembly of the Chamber.
– Board of Directors: the Board of Directors of the Chamber.
– Chairman: the Chairman of the Board of Directors of the Chamber.

Chapter Two
The Chamber

Article 2

The Chamber is a non-profit non-governmental institution having legal personality, and is subject to the supervision of the Competent Minister.

Article 3

The head office of the Chamber shall be in Kuwait, and it may establish branches or offices inside or outside Kuwait.

Article 4

The Chamber shall have the right to own movable and immovable property and to carry out the acts and legal dispositions falling within the limits of its competence in order to achieve its objectives, including the right to sell, purchase, borrow, mortgage and accept cash and in-kind gifts and donations. The approval of the Competent Minister and of the Extraordinary General Assembly shall be obtained for the sale, mortgage or purchase of immovable property.

Article 5

Without prejudice to the provisions of Law No. (1) of 2023 on Conflicts of Interest, the Chamber is prohibited from the following:
1. Interfering in politics or religious disputes, or stirring up sectarian and racial prejudices.
2. Accepting gifts or donations in whatever form without obtaining the prior approval of the Competent Minister.
3. Any act that conflicts with the provisions of this Law.

Article 6

The Chamber shall work to achieve the following objectives:
1. Advisory support for the commercial and industrial activity of the Chamber’s members, and cooperation with the competent authorities in this regard.
2. Looking after the interests of the Chamber’s members, providing the services they need to carry on their economic activities within the limits of this Law, and expressing their views and aspirations and presenting them to the official authorities.
3. Contributing to the consolidation of commercial rules and customs.
4. Enhancing Kuwait’s economic standing and consolidating its regional and international role in trade and industry.

Article 7

The Chamber shall assume the following functions and powers:
1. When so requested, giving advisory opinions on development plans, policies and programmes relating to the regulation and stimulation of the various economic sectors, and submitting studies and proposals on economic affairs.
2. Participating in forums, organising visits and exchanging expertise with local, regional and international economic organisations and bodies, and with foreign chambers of commerce and industry.
3. Coordinating with the members and the competent authorities to strengthen the economic relations of the State.
4. Receiving visiting unofficial trade delegations and missions, and sending trade delegations abroad.
5. Holding local and international trade exhibitions or participating in them, in coordination with the relevant authorities and after obtaining the necessary approvals from the relevant authorities.
6. Holding conferences, seminars, and research and training workshops inside and outside the State, or contributing to organising them or participating in them.
7. Collecting information, statistics and regulations relating to the various commercial and industrial activities from members wishing to participate in such statistics, analysing, explaining and publishing them, and providing them to the Chamber’s members and to the entities requesting them.
8. Issuing advisory and statistical guides, studies, publications and bulletins relating to economic affairs.
9. Establishing advisory centres for technology transfer, industrial development, quality improvement and the development of marketing capabilities, within the limits of the laws and regulations in force in Kuwait.
10. Establishing specialised centres, programmes and institutes to provide training services.
11. Issuing or certifying the commercial and industrial certificates which local or foreign laws provide are to be issued or certified by the Chamber, for members and non-members of the Chamber.
12. Providing information on the prices of goods at the request of the official authorities.
13. Providing advice and counsel to its members on all matters relating to its competence, and supplying them with the available information to protect their rights and develop their businesses.

* Corrected by the Corrigendum published in Kuwait Al-Youm (Issue No. 1671, 21 January 2024).

Article 8

The Chamber may establish a commercial arbitration and conciliation centre, which it shall finance and manage directly or indirectly in accordance with local legislation and the international rules of commercial arbitration.

Chapter Three
Membership of the Chamber

Article 9

All persons registered in the Commercial Register or holding industrial and craft licences shall have the right to become members of the Chamber, and the Executive Regulations shall set out the membership mechanism, conditions and controls.
Non-membership of the Chamber, or the non-issuance or non-certification of certificates and documents by it, as provided in Article (31) of this Law or otherwise, may not be a ground for deprivation of government transactions or services.

Article 10

The Chamber shall register the persons wishing to become its members, whether natural or juristic persons licensed to carry on the various commercial and industrial activities, in the register of professions which it keeps, and shall grant each of them a certificate of registration in the register of the profession in which he works. The Chamber shall respond by accepting or rejecting the membership application within 7 days from the date of its submission. In the event of rejection or of no response within the said period, the applicant may submit a grievance to the Minister within a period of 14 days, and the Minister shall decide on the grievance within 7 days. If the Minister decides to reject the application, the applicant may file a lawsuit before the Administrative Circuit within 60 days from the date of his notification or of his certain knowledge. An annual list containing the members’ data shall be published, and a copy of it shall be deposited with the Minister, and all members shall have the right to inspect it and obtain a copy of it.

* Corrected by the Corrigendum published in Kuwait Al-Youm (Issue No. 1671, 21 January 2024).

Article 11

A member shall lose his membership of the Chamber in the following cases:
1. If he loses the capacity that qualified him for membership.
2. If a final judgment is rendered convicting him of one of the crimes of fraudulent bankruptcy, negligent bankruptcy, commercial fraud, theft, swindling, breach of trust, forgery or use of forged papers, or of a crime against public funds. A person whose rehabilitation has been granted shall have the right to become a member of the Chamber again.
3. If he fails to pay two consecutive subscriptions.
The Executive Regulations shall set out the necessary controls for applying the provisions of this Article and the mechanism for restoring membership.

* Corrected by the Corrigendum published in Kuwait Al-Youm (Issue No. 1671, 21 January 2024).

Chapter Four
The General Assembly

Article 12

The General Assembly shall consist of all the members who have paid their annual subscriptions.
The exercise of the right to stand for or vote in the election of members of the Board of Directors shall be conditional on the lapse of one year from the date of membership.

Article 13

The Annual Ordinary General Assembly shall convene, upon an invitation from the Board of Directors, within the thirty days following the end of the financial year, at the head office of the Chamber or at the place designated by the Board of Directors, to take decisions on the following matters:
1. The report of the Board of Directors on the activity of the Chamber.
2. The auditor’s report.
3. The balance sheet and final accounts.
4. The proposals submitted by the members.
5. The election of the members of the Board of Directors.
6. The appointment of the Chamber’s auditor; the General Assembly may authorise the Board of Directors to determine his fees.
7. The draft budget for the following year.

* Corrected by the Corrigendum published in Kuwait Al-Youm (Issue No. 1671, 21 January 2024).

Article 14

The meeting of the General Assembly shall be chaired by the Chairman of the Board of Directors, his deputy, whomever the Board of Directors delegates for this purpose, or whomever the General Assembly elects from among the members. The meeting shall not be valid unless attended by a representative of the Ministry – as an observer – and by one third of those entitled to attend the General Assembly at the first call. If this is not possible, the meeting shall be postponed for one hour, after which the meeting shall be valid with whatever number of those entitled to attend the General Assembly are present.

* Corrected by the Corrigendum published in Kuwait Al-Youm (Issue No. 1671, 21 January 2024).

Article 15

The Extraordinary General Assembly shall convene upon an invitation from the Board of Directors when necessary, within one month from the submission of the request, and it shall be invited to convene if so requested by one third of the members entitled to attend the General Assembly, provided that this is on the basis of a reasoned request. If the Board of Directors does not issue the invitation for the Extraordinary General Assembly to convene, the Ministry shall issue the invitation within one month, and the Extraordinary General Assembly shall in this case be chaired by a representative of the Ministry, and the provisions of the preceding Article shall apply to the quorum for attending the meeting.

Article 16

The Extraordinary General Assembly shall be competent to consider the following matters:
1. Deciding on the matters for which it was invited.
2. Deciding on the resignation of the Chairman of the Chamber, or the resignations submitted by all or some of the members of the Board of Directors.
3. Removing all or some of the members of the Board of Directors on the basis of a reasoned request.
In the event of acceptance of the resignation of the Board of Directors or of its removal, the Extraordinary General Assembly shall invite the Ordinary Assembly to convene.

Article 17

The Ordinary or Extraordinary General Assembly may not consider matters not included in the agenda.

Article 18

The Executive Regulations shall set out the procedural matters for inviting the Ordinary and Extraordinary General Assembly, including the manner of issuing the invitation, the method of announcing it, the period between the invitation and the meeting, the validity of its meeting, the manner of objecting to its decisions, and all matters connected with it.

Chapter Five
The Board of Directors

Article 19

The Chamber shall have a Board of Directors elected for a term of four years, consisting of twenty-three members elected by the General Assembly by direct secret ballot. The election shall be on paper, and the ballot may be held by any other advanced means provided by the Competent Minister through the Competent Ministry, at the request of the Board of Directors, after the approval of the General Assembly and at the expense of the Chamber.
In the general elections of the Board of Directors, a voter may not cast his vote for more than six of the candidates for membership, and in by-elections may not cast his vote for more than the number required to be elected, up to a maximum of six candidates.
The Executive Regulations shall set out the powers of the Board, its rules of procedure, and the conditions and method of electing its members. The Board of Directors of the Chamber, the Chamber’s members or its employees may not take part in the election committees on election day, and the election shall be entirely under the supervision of the Ministry and its employees. Before the publication of the invitation to elect the Board of Directors of the Chamber, the Minister shall issue a resolution forming an administrative committee to hear challenges to the election of the Board of Directors of the Chamber, chaired by a judge of the Court of First Instance, and comprising one of the assistant undersecretaries of the Ministry and one of the Chamber’s members who has been a member for five years. Challenges shall be submitted to it within the 14 days following the announcement of the result, and the committee shall decide on the challenges within one month from the end of the period for submitting challenges. Any interested party may challenge the committee’s decision before the judiciary in the Administrative Circuit within sixty days from the day following the issuance of the decision.

* Corrected by the Corrigendum published in Kuwait Al-Youm (Issue No. 1671, 21 January 2024).

Article 20

A meeting of the Board of Directors shall be valid if attended by a majority of its members, provided that the Chairman or his deputy is present. The Board of Directors shall meet at least six times during a single year.
The Executive Regulations shall set out the mechanism for attending and minuting the meetings of the Board of Directors.

Article 21

The Chamber shall be represented before the judiciary and third parties by the Chairman or whomever he authorises.

Article 22

In the absence of the Chairman, his powers and functions shall pass to his deputy, and in the absence of both the Chairman and his deputy, his powers and functions shall pass to whomever is authorised for this purpose.

Article 23

If the office of Chairman becomes vacant for any reason, his powers shall pass to his deputy, and the Board of Directors shall elect a new Chairman within thirty days from the date on which the office became vacant, unless the remainder of the term of the Board of Directors is less than three months.

Article 24

A member of the Board of Directors may not take part in the meetings of the Board or of any of the Chamber’s committees when they consider matters in which he, his principal, a person for whom he is guardian or custodian, or his relatives up to the second degree have a direct or indirect interest.

Article 25

The Board of Directors shall form permanent or temporary committees in the fields it considers necessary, comprising members from within or outside the Board of Directors.

Article 26

Every member of the Board of Directors shall have the right to attend the meetings of all the committees, without having the right to vote.

Chapter Six
The Executive Office

Article 27

The Board of Directors may form an “Executive Office” responsible for supervising the implementation of the decisions of the Board of Directors and the financial and administrative affairs of the Chamber.
The Executive Regulations shall set out the manner of selecting the members of the Executive Office, the mechanism for their selection, and their powers.

Article 28

The Board of Directors shall appoint a full-time Director General of the Chamber from outside the members of the Board, on the nomination of the Executive Office. He shall head the administrative apparatus and be responsible for running the financial and administrative business of the Chamber, and he shall have the right to attend the meetings of the Board, the Executive Office and the committees and to take part in their deliberations, without having the right to vote on their decisions.

Chapter Seven
Finances of the Chamber

Article 29

The financial year of the Chamber shall begin on the first of January of each year and end at the end of December, except for the first financial year, which shall begin from the date on which this Law comes into force and end on the date set for the end of the following financial year.

Article 30

The Board of Directors may invest the funds of the Chamber and dispose of its revenues in accordance with the purposes for which it was established under this Law and in accordance with the annual plan approved by the General Assembly.

Article 31

Without prejudice to the provisions of Article (4) of this Law, the resources of the Chamber shall consist of:
1. Membership fees of the Chamber.
2. Revenues from issuing and certifying certificates and documents.
3. Revenues from the services it provides.
4. The yield of the real estate it owns and the gifts and donations it receives.
5. The returns on the investment of its funds.
An exception to this is that the fees collected by the Ministry may not be combined with the said fees, in which case the right of collection shall belong to the Ministry.

* Corrected by the Corrigendum published in Kuwait Al-Youm (Issue No. 1671, 21 January 2024).

Article 32

The Executive Regulations shall set out the membership fees of the Chamber and the services it provides in accordance with the provisions of this Law, and the Board of Directors shall obtain the approval of the General Assembly for any amendment of them.
The Executive Regulations shall be issued by the Board of Directors after the approval of the Competent Minister.

Chapter Eight
The Auditor

Article 33

The Ordinary General Assembly shall appoint an auditor, and the Board of Directors shall enable him to examine the books and accounts of the Chamber and all documents relating to its finances.

Article 34

In exceptional or emergency cases in which the auditor does not perform his duties for any reason whatsoever, the Board of Directors may appoint a replacement, provided that the Board of Directors invites the Extraordinary General Assembly within thirty days to discuss the emergency or exceptional circumstances.

Article 35

The auditor shall have the right, at any time, to inspect all the books, records and documents of the Chamber and to request the data he considers necessary to obtain, and he may also verify the assets and liabilities of the Chamber. If he is not enabled to exercise these rights, he shall record this in writing in a report submitted to the Board of Directors and presented to the Ordinary General Assembly.

Article 36

The auditor, or whomever he designates from among the accountants who took part with him in the audit work, shall attend the meetings of the Ordinary General Assembly and submit a report on the financial statements of the Chamber, stating whether the data contained in the report of the Board of Directors are consistent with what is contained in the books and documents of the Chamber, in accordance with generally accepted accounting principles.

Article 37

The auditor shall, during and after the end of his work with the Chamber, maintain the confidentiality of the data and information that came to his knowledge by virtue of his work, shall not use such data and information to obtain a benefit for himself or for others, and shall not disclose any secrets relating to the Chamber.
If the auditor breaches his duties referred to in the preceding paragraph, he may be removed and claimed against for compensation.

Chapter Nine
Transitional Provisions

Article 38

The regulations, rules and resolutions in force before this Law takes effect shall continue to apply insofar as they do not conflict with its provisions, until they are replaced or repealed. A transitional committee shall be formed from the date of publication of this Law, chaired by the Minister or whomever he authorises, and comprising the Undersecretary of the Ministry of Commerce, the Director General of the Public Authority for Industry, and three specialists in legal, financial and economic matters, provided that one of them is registered in small and medium enterprises. The committee shall carry out the work of the Board of Directors until a new Board of Directors is elected in accordance with the provisions of this Law, and shall take its decisions by majority; in the event of a tie, the chairman shall have the casting vote.

Article 39

The Chamber established under this Law shall replace the Chamber existing before this Law came into force in all its assets, rights, and material and moral obligations.

Article 40

All employees of the Kuwait Chamber of Commerce at the date on which this Law comes into force shall continue in the Chamber established in accordance with the provisions of this Law, with the same employment status, rights and duties.

Article 41

Every provision in any general or special law that conflicts with this Law is hereby repealed.

Article 42

The Prime Minister and the Ministers – each within his competence – shall implement this Law.

Published in the Official Gazette Kuwait Al-Youm on 31 December 2023.