Kuwait: The Evasion of Liabilities — A Limited Liability Subsidiary Controlled by a Holding Company

A limited liability company (LLC) plays an important role in the commercial activities in Kuwait. The majority of companies in Kuwait takes the form of a limited liability. This is due to a number of reasons, namely smallness of the invested capital, its suitability to a middle‐size enterprise and the limited liability of the partners. The LLC was confined to at least two special provisions (prohibition) that differ from other forms of companies. First, Article 187 of the Company Code provides that LLCs ‘may not transact insurance business, banking or the investment of monies for third parties’, and secondly, Article 185(2) states that ‘partners may only be natural persons’. The rationale of these prohibitions is based on the weakness of the financial position and the limited liability of the company, as insurance and investment need a large capital, and on the other hand to prevent holding companies (HCs) from controlling LLCs, and enter into irrational speculation in commercial activities, which may affect the minority of shareholders and the national economy too.