Ministerial Resolution No. 580 of 2018 Issuing the Executive Regulations of Law No. 18 of 2018 on the Commercial Register

Ministerial Resolution No. 580 of 2018
Issuing the Executive Regulations of Law No. 18 of 2018 on the Commercial Register

Article One

The provisions of the Executive Regulations of the Commercial Register Law No. (18) of 2018, attached to this Resolution, shall be applied.

Article Two

This Resolution shall be published in the Official Gazette and shall come into force from the date of its publication.

Executive Regulations of Law No. 18 of 2018 on the Commercial Register

Article 1

A separate page shall be allocated to every person registered in the Commercial Register, showing the trade name, the capital, the address of the shop, the type of activity and other necessary particulars, and the pages of the register shall be numbered serially at the Commercial Register Department.
Registration in the register may be made by computer. No commercial activity may be carried on before its registration in the Commercial Register.

Article 2

A register shall be established at the Commercial Register Department of the Ministry of Commerce and Industry, in which the following particulars shall be entered:
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.

Article 3

Applications for registration, annotation, renewal, striking off or extracts in the Commercial Register shall be made on the form prepared for this purpose. The particulars required to be completed shall be written legibly, without abbreviation, alteration, interlineation or erasure.

Article 4

Applications for registration, annotation, renewal or deletion of registration in the Commercial Register shall be submitted to the Commercial Register Department by the trader, the manager, the legal representative of the juristic person, or the manager of the branch or agency, on the form prepared for this purpose, accompanied by the supporting documents.

Article 5

The application for registration shall be submitted accompanied by the particulars set out in Article (2) of these Regulations.
1) In the case of the incorporation of a company, the application for registration shall be submitted accompanied by the particulars set out in Article (2) of these Regulations, in addition to the following particulars:
– A letter from the Companies Department (on the incorporation application, stating the name of the company) and the reservation of the name.
– A copy of the memorandum of association.
– Fulfilment of the requirements of the One-Stop Shop Department.
– Applications for registration.
– A copy of the commercial licence.
– The trade name application.
2) In the case of amendment or change of the registration, the application shall be submitted accompanied by the following particulars:
– An application for making the amendment.
– Minutes of a meeting of the partners.
– A copy of the commercial licence.
3) In the case of applications for cancellation of the registration, the application shall be submitted accompanied by the following particulars:
– An amendment application.
– Minutes of a meeting of the partners.
– The commercial licence.
– A memorandum from the Companies Department.
4) In the case of applications for an extract or a negative certificate, the application shall be submitted accompanied by the following particulars:
– The name of the company or establishment whose particulars are requested.
– A copy of the civil identification card of the applicant for the extract.
Applications for registration, amendment or annotation shall be submitted within (30) days from the date of occurrence of the event that the laws require to be annotated.

Article 6

Before the application is lodged, the competent employee shall verify the identity and capacity of the person submitting it and the payment of the prescribed fees. The applicant may authorise another person to submit the application under a special power of attorney deposited with the Commercial Register Department.

Article 7

Renewal of registration in the Commercial Register shall be conditional upon the fulfilment of the conditions of registration and the payment of the prescribed fees.

Article 8

If an application for registration, annotation or renewal is rejected, the Commercial Register Department shall notify the applicant of the reasons for the rejection, stating the facts relating thereto, by registered letter with acknowledgement of receipt or by the e-mail provided by the applicant, within (15) days from the date of issuance of the rejection decision.

Article 9

Applications for renewal or reinstatement of registration shall be submitted to the Commercial Register Department within one year from the date of expiry of the registration period or of its striking off, and the application shall be decided upon within 30 days from the date of its submission.

Article 10

The application for striking off shall be submitted by the person concerned, accompanied by a memorandum from the concerned department at the Ministry; the striking off shall be annotated in the register, and the person concerned shall be notified of the striking-off decision within (15) days from the date of striking off, by registered letter with acknowledgement of receipt or by the e-mail provided by the applicant.

Article 11

The fees for renewal of registration and annotation in the Commercial Register, striking off, extracts and certificates shall be as follows:
– Renewal of registration: (7) dinars.
– Annotation: (7) dinars.
– Striking off an annotation: (7) dinars.
– Extracts: (7) dinars.
– To-whom-it-may-concern certificate: (1) dinar.
– Statement of renewals: (7) dinars.
– Enquiry certificate: (7) dinars.
Investment Entities licensed in accordance with the provisions of Law No. (116) of 2013 referred to above shall be exempted from the fees for the cancellation of licences, striking off and annotation in the Commercial Register, and for the related extracts and certificates, where their commercial licence is cancelled by operation of law in accordance with the provisions of Article (11) of the Commercial Shop Licences Law No. (111) of 2013 referred to above or in accordance with the provisions of Article (32) of Law No. (116) of 2013 referred to above.
* Replaced by Ministerial Resolution No. 64 of 2020 (Kuwait Al-Youm, Issue No. 1487, 8 March 2020); Ministerial Resolution No. 447 of 2019 (Kuwait Al-Youm, Issue No. 1478, 5 January 2020) had abolished the fee for new registration and made registration of both kinds free of charge.
* The last paragraph was added by Ministerial Resolution No. 182 of 2022 (Kuwait Al-Youm, Issue No. 1614, 18 December 2022).

Article 12

The employees authorised to record violations of the provisions of this Law and of the regulations and resolutions issued in implementation thereof, who are designated by a resolution of the Competent Minister, shall have the capacity of judicial police officers, and in that capacity they shall have the right to enter the premises and workplaces of the persons subject to the Commercial Register Law and to inspect documents and records during working hours.

Article 13

The particulars of the report shall include all the measures taken against the violator, and in particular the following:
1) The date and time of the incident.
2) The name and capacity of the person drawing up the report.
3) The name and capacity of the person against whom the measures were taken at the establishment.
4) The signature on the report of the owner of the establishment or the person responsible for its management; in the event of his refusal of or abstention from signing, this shall be recorded with the assistance of police officers.

Article 14

The employees authorised to record violations in accordance with the provisions of the Law shall, when exercising their official powers, observe the following:
1) Seeking the assistance of a sufficient force of police officers.
2) Carrying an identification card showing the capacity of judicial police officers conferred on them and the scope of the exercise of their powers on the basis of that capacity.
3) Disclosing their identities whenever the persons concerned request to see them.

Issued on 18 October 2018 and published in the Official Gazette Kuwait Al-Youm on 28 October 2018.