Marketing a Foreign Fund into Kuwait: The Private Placement Route in Practice

On 29 July 2026 the Capital Markets Authority issued Resolution No. 109 of 2026, granting Gulf Capital Investment Company a private marketing licence for 300 units in the Gateway Living Portfolio, a collective investment scheme established in the Cayman Islands. The resolution was published in Kuwait Al-Youm Issue 1802, dated 2 August 2026, and takes effect from the date of issue.

Why this matters

Fund sponsors outside Kuwait routinely ask the same question: can we show this to Kuwaiti investors, and what does it cost us to do so lawfully. Resolution No. 109 is a clean worked example of the answer. It is granted to a Kuwaiti licensed person, not to the foreign fund; it is limited by number of units, price, investor category and time; and it carries a condition that undoes the whole thing if missed. Read as a template, it tells a sponsor most of what the route demands before drafting begins.

The licence sits with the Kuwaiti marketer, not the fund

The Authority did not authorise the Gateway Living Portfolio. It licensed Gulf Capital Investment Company to market that scheme's units privately inside Kuwait. The distinction matters commercially. A foreign sponsor does not obtain a Kuwaiti status of its own through this route; it appoints a licensed local marketer and the marketer takes the regulatory burden. The Authority relied on the agreement between the scheme's representative, Investcorp Advisory Asset Services Limited, and Gulf Capital Investment Company as marketing manager, which means the appointment documentation is part of the file rather than an afterthought.

This also explains why the parameters are so tightly drawn. Because the licence attaches to a marketing exercise rather than to a product, the Authority defines the exercise: 300 units, at USD 100,000 each, with a one-time subscription commission of 2 per cent of the investor's commitment borne by the scheme manager. A sponsor that wants to raise more, or to change the economics, is not adjusting a fund term. It is asking for a new licence.

Professional clients only, and named receiving entities

Article Two restricts the offer inside Kuwait to professional clients as defined in Book One (Definitions) of the Executive Regulations of Law No. 7 of 2010. That boundary is the heart of the private placement route, and it is where compliance failures cluster. Classification must be done and documented before any marketing material reaches an individual, and a prospect who does not meet the definition cannot be brought inside it by disclaimer.

The Authority went further and named the entities permitted to receive subscription applications: Gulf Capital Investment Company and Gulf Bank. A distribution plan that assumes applications can be collected through a wider network, or an affiliate not named in the resolution, is inconsistent with the licence as granted. Where a sponsor expects to add a distributor mid-raise, that expectation belongs in the application, not in a later conversation.

Two clocks, and one of them is unforgiving

The licence runs for one year, but the year does not start on the date of the resolution. Article Four measures it from the date the Authority issues the licence certificate and after payment of the prescribed fees. So the marketing window opens later than the resolution date and closes twelve months after it opens.

Article Five is the provision to diarise. Fees are payable within one month of the date of the resolution, and if they are not paid within that period the resolution is treated as never having been made. Nothing suspends, nothing is remediable on application; the licence simply ceases to exist. Note where the month runs from. It runs from 29 July 2026, the date of issue, not from 2 August when the resolution appeared in the gazette. A sponsor waiting to see publication before instructing payment has already spent four days of a thirty-day window.

The unit is a package, not a share

Each unit here comprises one equity share in CHRP 2026 Equity Holdings Limited together with one self-financing debt share representing investment in CHRP 2026 Finance Limited and CHRP 2026 Finance II Limited. Stapled equity and debt structures are common in offshore vehicles, but they complicate the Kuwaiti disclosure exercise, because the investor buys a bundle whose components sit at different points in the capital structure and may behave very differently on a downside. The Authority left the scheme's objectives to the prospectus, which puts the weight of explanation on that document. Professional client status does not lower the standard of clarity expected of the materials.

Sequencing the work

For a sponsor planning a Kuwaiti raise, the practical order is: engage the licensed marketer; settle the marketing agreement, since the Authority reads it; fix the offer parameters, because they will be written into the licence; build the classification process with the receiving entities before filing; file; and on receipt of the resolution pay the fees immediately. Only then does the twelve-month window begin, and only then should the first approach be made.

WEFAQ advises: we advise foreign sponsors to treat Resolution No. 109 as a checklist rather than a curiosity. The conditions it carries are standard features of the private placement route, and each of them constrains a commercial choice that is usually made long before anyone looks at the Kuwaiti regulatory file. Bringing that file forward in the timetable is the single change that most reduces execution risk.

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Source: Capital Markets Authority, Resolution No. 109 of 2026, issued 29 July 2026, signed by the Head of the Supervision Sector; Kuwait Al-Youm Issue 1802, pages 18 and 19, dated 2 August 2026; Law No. 7 of 2010 establishing the Capital Markets Authority and regulating securities activity and its Executive Regulations, Book One (Definitions); Capital Markets Authority Resolution No. 4 of 2025 on the amendment of final approval powers for the Supervision Sector work procedures, issued 12 January 2025.

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.