Law No. 18 of 2018 on the Commercial Register

Law No. 18 of 2018
on the Commercial Register

Article 1

Definitions

In applying the provisions of this Law, the following words and expressions shall have the meanings assigned to each of them:
– Ministry: the Ministry of Commerce and Industry.
– Competent Minister: the Minister of Commerce and Industry.
– Competent Department: the Commercial Register Department at the Ministry.
– Trader: subject to the provisions of Decree-Law No. 68 of 1980 referred to above, a trader is any person who, being of the requisite legal capacity, engages in commercial transactions in his own name and takes up such transactions as his profession; every company shall also be deemed a trader, even if it carries on non-commercial activities.
– Commercial Register: a special register in which the names and particulars of the persons subject to the provisions of this Law are registered.
– Commercial Establishment: the premises of every activity that has a commercial register.
– Regulations: the Executive Regulations of this Law.

Article 2

Establishment of the Commercial Register

A register called the Commercial Register shall be established at the Ministry and supervised by the Competent Department. An electronic register shall be established by a resolution of the Minister.
The Regulations shall set out the procedures and rules of this register, its indexing and the organisation of its pages.

Article 3

Registration in the Commercial Register

Every trader shall be obliged to register in the Commercial Register. This obligation shall include commercial representative offices, commercial agencies and branches of foreign companies permitted by law, whenever their head office is abroad; in such case, the registration shall be in the name of the trader or of the company owning the branch or agency, under the same commercial register number.

Article 4

Procedures for Registration in the Commercial Register

1 – The application for registration in the Commercial Register shall be submitted by the trader, the manager, the legal representative of the juristic person, or the manager of the branch or agency, as the case may be, to the Competent Department on the form prepared for this purpose, within a period not exceeding (30) thirty days from the commencement of the activity or the acquisition of the commercial shop.
2 – The Regulations shall specify the forms and particulars of applications for registration, annotation and striking off, of extracts and copies of certificates, and the rules and procedures for registration in the register and the required documents.
3 – The Competent Department shall decide on the application within (30) thirty days from the date of its submission. The decision of rejection shall be reasoned, and the applicant for registration shall be notified of the decision of rejection within (15) fifteen days from the date of its issuance. The Regulations shall specify the means of notification.
4 – The person concerned may challenge the decision of rejection before the competent court within (60) sixty days from the date of being notified thereof, or after the lapse of the period prescribed for deciding on the application.
5 – The foregoing provisions shall apply to registration in the electronic register provided for in Article (2) of this Law.

Article 5

Renewal of Registration

Registration in the Commercial Register shall be for the period for which the commercial licence is issued, and the registration shall be renewed in accordance with the conditions and procedures specified by the Regulations.
A decision to strike off the registration shall be issued by the Competent Department if no application for renewal is submitted within one year from the date of expiry of the registration period.

Article 6

Change or Amendment of Registration

The Executive Regulations shall set out the rules for applying for registration in the Commercial Register and the electronic register, as well as for applying to change or amend any of its particulars or to renew it.
Every person registered in the Commercial Register shall, in accordance with the prescribed procedures, apply for the annotation of any change or amendment to the registration particulars within (30) thirty days from the date of occurrence of the event that the laws require to be annotated.

Article 7

Evidential Force of Registration

The particulars registered in the Commercial Register shall be evidence for or against the trader from the date of their registration, and no particular that is required to be registered or annotated may be invoked against any other person unless this procedure has been completed. Nevertheless, that person may invoke that particular against the trader whenever that person has an interest in doing so.

Article 8

Announcement of Registration

Every person registered in the Commercial Register shall write on the front of his shop, in all correspondence, printed matter and papers relating to his trade, and in any electronic means, if any, his trade name together with his registration number, and this shall be in the Arabic language.

Article 9

Prohibitions

A person registered in the Commercial Register is prohibited from enabling third parties to exploit his commercial register. Third parties are likewise prohibited from exploiting any commercial register that is not theirs, from stating anything indicating registration where no registration has taken place, from writing particulars under a trade name on the front of their shop or on their papers, and from registering or stating a registration number that is not theirs or that is incorrect.
Without prejudice to any right to use or exploit names or trademarks arising from international trade contracts, technology transfer contracts, franchise contracts or international agreements in force in the State of Kuwait, third parties are prohibited from using the trade name.
Violators of the provisions of this Article shall regularise their status in accordance with the provisions of this Law within one year from the date of its issuance.

Article 10

Registration of Judgments Issued in respect of the Registrant

The clerks’ office of the competent court shall send to the Competent Department copies of the following final judgments and orders bearing the executory formula that are issued in respect of any of the persons subject to the provisions of this Law, within thirty days from the date of their issuance:
1 – Judgments declaring bankruptcy or revoking it, and judgments fixing or amending the date of cessation of payment of debts.
2 – Judgments closing and ending the bankruptcy estate, and judgments reopening it.
3 – Judgments of rehabilitation of traders.
4 – Judgments and decisions imposing interdiction or curatorship, appointing agents for absent persons or removing them, or lifting the interdiction.
5 – Judgments and decisions granting a minor or his representative permission to trade, revoking such permission, or restricting the permission to trade in a commercial shop.
6 – Judgments imposing a criminal penalty that deprives the trader of the power to conduct his business, together with the name of the curator and the date of his appointment.
7 – Judgments expelling partners or removing managers.
8 – Judgments dissolving and liquidating companies or declaring them void, and appointing or removing liquidators.
9 – Judgments issued in respect of judicial custodianship.
The Competent Department shall make annotations pursuant to these judgments in accordance with the procedures prescribed in the Civil and Commercial Procedures Law referred to above concerning the enforcement of judgments and orders. It shall likewise annotate ministerial resolutions issued dissolving companies or cancelling commercial licences.

Article 11

Annotation in the Commercial Register

Any person concerned may, in accordance with the procedures prescribed in this Law, apply for the annotation of the following in the Commercial Register:
1 – The judgments referred to in the preceding Article.
2 – Orders and reports of executory attachment on partners’ shares in companies.
3 – Officially authenticated contracts of pledge of shares.
In the latter two cases, the Ministry shall be notified of the pledge contracts and of the orders and reports of executory attachment on the attached shares of the partner.

Article 12

Deposit of Specimen Signatures

Every trader, Chairman of a Board of Directors, or manager of a company, branch, agency or commercial representative office shall deposit with the Competent Department his approved specimen signature and the signatures of his authorised agents, and any amendment thereto, within (30) thirty days from the date of occurrence of the event giving rise thereto.
The signatures shall be officially certified, and signing at the Competent Department before the competent employee on the form prepared for this purpose shall take the place of certification.

Article 13

Striking Off the Registration

The trader, the person to whom the commercial shop devolves, or the legal representative of the juristic person – as the case may be – shall, in accordance with the prescribed procedures, apply for the registration to be struck off in the following cases:
1 – The trader’s final retirement from his commercial activity.
2 – The death of the trader, unless the heirs apply to amend the registration in their names.
3 – The liquidation of the juristic person.
4 – The merger of the company or its dissolution in the cases prescribed by law.

Article 14

Subject to the provisions of the second paragraph of Article (5) of this Law, the Competent Department shall strike off the registration in the event that the licence is cancelled in accordance with the provisions of the Commercial Licences Law or the Companies Law referred to above.

Article 15

The application to strike off the registration shall be submitted to the Competent Department within (30) thirty days from the date of the event that requires it. If the person concerned does not submit the application, the Competent Department shall strike off the registration of its own motion whenever the cause requiring it is established to it by any means whatsoever, and shall notify the person concerned within (15) fifteen days from the date of striking off.
The Regulations shall specify the means of notification and the procedures and conditions for submitting the application for striking off and the supporting documents.
Persons concerned may challenge the decision to strike off the registration before the competent court within (60) sixty days from the date of being notified of the decision.

Article 16

Obtaining a Copy of the Registration

Any person may obtain from the Competent Department a copy of the registration page, a certificate of some of the particulars, or a negative certificate in the case of non-registration.
The copy obtained shall not include the following:
1 – Judgments and decisions declaring bankruptcy if they have been revoked by judgment or the person has been rehabilitated.
2 – Judgments and decisions of interdiction if the interdiction has been lifted by judgment.

Article 17

Publication of Particulars in accordance with the Regulations

The Ministry shall publish, in any electronic means of its own, the particulars set out in Articles (10, 11) of this Law, as well as the following particulars:
1 – The trader’s name, surname and nationality.
2 – The name under which the trader conducts his trade.
3 – The name of the commercial shop and the trade emblem, if any.
4 – The type of trade.
5 – The date on which the trader commences his commercial business in Kuwait and the date of opening of the commercial shop.
6 – The address of the head office.
7 – The addresses of the branches and agencies affiliated to the head office, whether in Kuwait or abroad.
8 – The names and surnames of the authorised agents and their nationality.
9 – The shops that the trader has in the State of Kuwait, stating the type of trade of each shop, its address, the date of its opening and its registration number in the Commercial Register.
10 – The shops that the trader formerly had in the State of Kuwait, stating the type of trade of each shop, its address, the date of its closure and its registration number in the Commercial Register.
11 – The registration numbers of trademarks, patents, and industrial designs and models registered in the name of the trader, if any.
12 – The amount of the capital, the amounts paid thereof and the amounts that the partners have undertaken to pay, stating the share of the limited partners and the value of the shares in kind, if any.
13 – The names and surnames of the jointly liable partners in general partnerships and their nationality.
14 – The names and surnames of the partners or others entrusted with managing the company and of those entitled to sign on its behalf, and their nationality, stating the extent of their authority in management and signing.
15 – Any additional particulars specified by the Executive Regulations.

Article 18

Registration Fees

The Regulations shall specify the fees for registration in the Commercial Register and its renewal, annotation, striking off, extracts and certificates issued in accordance with the provisions of this Law.

Article 19

Penalties

Without prejudice to any more severe penalty provided for in the Penal Code or any other law, any person who violates the provisions of Article (9) of this Law shall be punished by a fine of not less than one thousand Kuwaiti Dinars and not more than twenty thousand Kuwaiti Dinars. The same fine shall apply to any person who intentionally submits incorrect particulars, whether relating to registration, annotation in the register or striking off, and the court shall order the correction of such particulars in accordance with the procedures and within the time limits that it specifies.
The commercial establishment may be closed administratively by a resolution of the Competent Minister after the violation has been recorded, and the closure resolution shall be referred to the court competent to hear administrative actions within ten days from its date.
Any person who violates the provisions of Articles (3), the second paragraph of Article (6), (8), (12) and (13) of this Law shall also be punished by a fine of not less than one thousand Kuwaiti Dinars and not more than five thousand Kuwaiti Dinars.

Article 20

Judicial Police

The Competent Minister shall issue a resolution designating the employees authorised to record violations of this Law and of the regulations and resolutions issued in implementation thereof, to draw up the necessary reports in the event of a violation and to refer them to the competent authorities, and they shall have the right to examine documents and papers during working hours.
The Executive Regulations shall regulate the manner of carrying out the acts and procedures of judicial police powers.

Article 21

Investigating Authority

The Public Prosecution shall undertake the investigation, disposition and prosecution of all crimes arising from the application of the provisions of this Law, its Regulations and the resolutions issued in implementation thereof.

Article 22

Executive Regulations

The Competent Minister shall issue the Executive Regulations of this Law within (6) six months from the date of its publication in the Official Gazette.
Decree No. 1 of 1959 referred to above, its Executive Regulations and the resolutions issued in implementation thereof shall continue to apply until the Executive Regulations are issued, insofar as they do not conflict with the provisions of this Law.

Article 23

The Prime Minister and the Ministers – each within his competence – shall implement this Law, and it shall be published in the Official Gazette.

Issued on 16 May 2018 and published in the Official Gazette Kuwait Al-Youm on 27 May 2018.