Article 233 of Companies Law

The board of directors or a number of shareholders representing twenty-five percent of the issued capital may request the replacement of the auditor during the financial year. Any resolution taken concerning his replacement without following the procedures specified in the Executive Regulations shall be void. Part Ten Closed Shareholding Company Article 234 (1) Subscription for shares in the capital of a closed shareholding company upon incorporation shall be restricted to the founders. The Authority shall be competent to establish rules for dealing in and disposing of those shares and controls for maintaining the company's register of shareholders, provided that these rules ensure that trading, settlement, clearing, and safekeeping of these shares are conducted through integrated technical systems. The Authority may delegate to the Stock Exchange the establishment of those rules and the determination of technical specifications for the systems for trading, settling, and safekeeping those shares. The number of members of the board of directors must not be less than three. Membership on the company's board of directors shall not count toward the maximum number of memberships. A person may be chairman of the board of directors of more than one closed shareholding company. The company may also have a chief executive officer from among the board members or others. A board member may dispose of his shares in the company during his membership on the board, without prejudice to the restrictions on disposal of shares prescribed in this Law or the company's constitutive contract. Except for the provisions contained in this Part, the provisions concerning public shareholding companies shall apply to closed shareholding companies. Article 235 (2) Except for concession or monopoly companies, closed shareholding companies may be incorporated, without the need to obtain a decision from the Minister, by an authenticated official instrument issued by all the founders, whose number must not be less than five. Companies established by the State or a public authority or institution shall be excepted from this, and such entities may incorporate alone or involve a smaller number. This instrument shall include the company's constitutive contract and the following declarations: 1- That the founders have subscribed for all the shares and deposited the portion of their value required by law to be paid in a local bank at the company's disposal. 2- That the contributions in kind have been valued in accordance with the provisions of the law and have been paid in full. 3- That the founders have appointed the company's necessary administrative bodies. 4- A copy of the papers and documents supporting the aforementioned declarations shall be kept with the official instrument. (1) The first paragraph amended by Law No. 79 of 2019 (2) Amended by Law No. 79 of 2019 Law Index 1509 Home Page Companies Law Law No. 1 of 2016 Promulgating the Companies Law In all cases, the company's name must be followed by the phrase “Kuwaiti Closed Shareholding Company” or the abbreviation “Sh. M. K. M.”