Kuwait Court of Cassation principle number 2370

Limited liability companies. The partners' agreement in the memorandum of incorporation to appoint a manager without specifying a particular term. Its implication. He remains manager for the duration of its existence. His removal by the partners. Its condition. Following the procedures necessary to amend the company contract and embodying this amendment to the company contract or the power of attorney issued in respect thereof in an official instrument; otherwise, it is void and produces no effect. Rationale therefor. - Attribution to the principal of the effects of a contract concluded by an agent exceeding the limits of the agency. Its condition. Ratification by the latter. Inferring such ratification. A factual matter within the exclusive competence of the court of merits. Condition thereof. - The contract of a limited liability company or the making of any amendment thereto. The requirement that it be embodied in an official instrument. Failure to do so. Its effect. Its absolute nullity. Article 184, Civil Code. Rationale therefor.