Kuwait's Beneficial Ownership Regime After Resolution No. 156: Fifteen Days, a Register and a Licence at Risk

Ministerial Resolution No. 156 of 2026, issued by the Minister of Commerce and Industry, amends Ministerial Resolution No. 4 of 2023 on the procedures for identifying the beneficial owner and takes effect from 30 July 2026, the date of issue. It is the second amendment to the 2023 procedures this year, and the two should be read together rather than separately.

Why this matters: beneficial ownership has until now been experienced by most Kuwaiti companies as a form completed once at incorporation and then forgotten. Resolution No. 156 converts it into a standing record with its own maintenance obligation, and the April amendment made the licence itself conditional on getting that record right. The population in scope is not a regulated subset. It is every legal person on the Ministry's register, from the single-owner company to the local subsidiary of a listed group.

The register, and the fifteen days attached to it

Every legal person must create a dedicated register recording the particulars of each beneficial owner. Entities already registered have fifteen days from the effective date; entities registered later have fifteen days from registration. Both the beneficial owner register and the register of shareholders or partners must then be filed with the competent registry, again within fifteen days of the effective date, or within fifteen days of obtaining the licence and registration in the case of a new entity.

The maintenance duty is where most groups will slip. The register must be updated within fifteen days of the date the entity learns of a change in ownership or control, or the date on which it ought reasonably to have learned of it. That constructive knowledge limb matters. A Kuwaiti subsidiary whose ultimate parent completes a share transfer offshore cannot simply wait to be told. If the change was reasonably discoverable, the period began when it happened and not when the news travelled down the chain.

Records must also be kept accurate and accessible and protected against loss, damage or destruction. That is a custody obligation, and it implies a named owner of the file inside the company.

Nominees now carry a duty of their own

The resolution reaches individuals as well as entities. A person appointed as a nominee director or board member, meaning one who serves on behalf of another rather than in his own interest, must notify the company of that capacity and supply the required particulars within fifteen days of taking up the role. A nominee already in office when the resolution issued has fifteen days from publication.

This is a personal obligation running to the company rather than a corporate obligation running to the Ministry, and it sits alongside the penalty that Resolution No. 37 of 2026 attaches to a natural person who knowingly permits himself to be recorded as a false beneficial owner. Nominee arrangements are common in Kuwaiti holding structures and in family groups where a board seat is held on behalf of one branch of the family. Those arrangements now need to be written down and disclosed internally, whatever their commercial logic.

The enforcement layer arrived first

Ministerial Resolution No. 37 of 2026, issued on 16 April 2026, is the reason the fifteen days bite. It withholds the grant or renewal of a licence unless the beneficial ownership requirements are fully satisfied, and it sets administrative fines of KD 1,000 to KD 10,000 for failure to disclose or for inaccurate disclosure. The same range applies to individuals involved in misreporting.

Read in sequence the pattern is clear. April supplied the sanction; July supplied the documentary standard the sanction attaches to.

Two regulators moving in the same week

On the day Resolution No. 156 took effect, the Capital Markets Authority circulated to its licensed persons the executive summaries of the National Risk Assessment Reports on money laundering and terrorist financing prepared and published by the Kuwaiti Financial Intelligence Unit, urging them to use the findings to strengthen their anti-money laundering and counter-terrorism financing programmes in line with the recommendations of the Financial Action Task Force. Different regulator, different instrument, same direction of travel.

For a group holding both a Ministry-registered operating company and a CMA-licensed arm, the practical implication is that ownership data gathered for one purpose will increasingly be tested against expectations set for the other. Inconsistency between the two is a finding waiting to happen.

What to do before the fifteen days run

Four steps carry most of the weight. Identify, on evidence rather than assumption, who ultimately owns or controls each Kuwaiti entity in the group, tracing through intermediate holding vehicles rather than stopping at the immediate shareholder. Build the register in the form the registry expects and file it together with the shareholder or partner register. Ask every director in writing whether he serves in a nominee capacity, and record the answer whichever way it comes back. Then assign the maintenance duty to a named person, with a standing instruction to update within fifteen days and a reliable route by which offshore ownership changes reach that person quickly.

WEFAQ advises groups with layered or cross-border ownership to start at the top of the chain rather than the bottom. The register is straightforward for a company with two Kuwaiti shareholders and difficult to build correctly for a subsidiary sitting four tiers below a foreign parent, and it is the second case that the constructive knowledge test was written for.

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Source: Ministerial Resolution No. 156 of 2026 of the Minister of Commerce and Industry amending certain provisions of Ministerial Resolution No. 4 of 2023 concerning the procedures for identifying the beneficial owner, in force 30 July 2026; Ministerial Resolution No. 37 of 2026, issued 16 April 2026, amending the same Resolution; Capital Markets Authority circular to licensed persons on the National Risk Assessment Reports, 30 July 2026; Ministry of Commerce and Industry; The Times Kuwait, 30 July 2026.

This article is provided for general information only and does not constitute legal advice. For advice specific to your circumstances, please contact WEFAQ Law Firm.