Corporate Law

 

 

The legal machinations of establishing ventures are never easy; the task is even more difficult when trying to set-up a company in a foreign country.  With many such proceedings to firm's credit, the firm has a proven record of assisting in structuring the appropriate form of business and in establishing or restructuring corporate entities. The firm handled the incorporation of many leading companies and financial institutions in Kuwait, many of which are now recognized as market leaders and renders advice to them on issues related to corporate finance and corporate governance.

 

Limited Liability Company (WLL):

 

Next to Agency relationship the most widely recognized legal frame work for setting up business in Kuwait by an expatriate is to enter into business by setting up a limited liability company (WLL). A limited liability company is formed by applying for a Memorandum of Association to be entered into the Commercial Register, a process which may last three to six months. The limited liability company is managed by one or more directors, named in the Memorandum or appointed by the general meeting of shareholders. The directors have full authority to obligate the limited liability company, unless the Memorandum provides otherwise or the shareholders vote to restrict this authority.

 

Joint ventures:

 

Article 56 of the company law defines joint venture as a 'commercial company' where responsibilities and rights are confined to those parties who enter into the contractual relationship. The clause states that, the parties shall recourse to each other with regards to the activities of the company to the extent of the share each party holds and pursuant to the joint venture agreement that they entered into.

 

Article 59 of the law emphasizes that joint ventures does not have an artificial personality and the third parties shall have no involvement in the company's activities except with the partner(s) with whom they concluded the contract. However, If the 'joint venture company' enters into business with third parties then all the partners would be held liable irrespective of whether they are personally involved in the transaction or not. Article 60 which supersede the provisions given in article 59, confirm this by stating that notwithstanding anything contained in Article 59 any third party can adhere to Articles of Association of the joint venture company if the company deals with him in its capacity as a joint venture. In related cases provisions in the Articles of incorporation is proved through presumptions and evidences. It is also to be noted that under Kuwaiti law there is no provision for a joint venture company to issue negotiable shares or bonds.

 

Our group has significant experience in all aspects of law related to joint ventures.  The firm has been involved in the establishment of joint ventures, from the planning and negotiation phase to advising on the legal implications of various structures.  The firm is also experienced in handling judicial and arbitration proceedings related to joint venture disputes.

 

The legal machinations of establishing ventures are never easy; the task is even more difficult when trying to set-up a company in a foreign country.  With many such proceedings to firm's credit, the firm has a proven record of assisting in structuring the appropriate form of business and in establishing or restructuring corporate entities. The firm handled the incorporation of many leading companies and financial institutions in Kuwait, many of which are now recognized as market leaders and renders advice to them on issues related to corporate finance and corporate governance.