Partner Exit from Companies in Kuwait

Partner exit (takhāruj) is the legal process by which a partner withdraws from a company or relinquishes their shares without prejudicing the company’s interests. If you wish to exit your partnership smoothly and safeguard your rights, contact Alsubaie Law Firm at +965 5076 6923 for expert legal guidance.

Procedures for Partner Exit

A partner may withdraw by written waiver, provided they notify the company’s manager and all other partners.
The withdrawing partner must fulfill all conditions set out in the Articles of Association.
The Articles of Association must be amended to reflect the partner’s exit or waiver of shares.
Profits and capital must be reallocated among the remaining partners per the amended Articles.
If the partners consent, the company may redeem the exiting partner’s shares at their real value.
Company capital must be reduced by the nominal value of the redeemed shares.
Each remaining partner may claim their proportional share of the exited partner’s capital contribution.
If exit occurs at year-end, the departing partner is entitled to their full share of that year’s profits and capital; exits at the beginning or mid-year are calculated on a pro-rata basis.
All partners must approve and sign the amendment to the Articles following exit.
Alsubaie Law Firm will handle every procedural step on your behalf.

Conditions for Partner Exit

Submit an exit application via the Ministry of Commerce & Industry’s online portal.
Within 30 days, lodge the General Assembly’s meeting minutes approving the exit.
Print and sign a formal letter addressed to the Ministry of Justice.
Amend the Articles of Association and register the amendment in the Commercial Register.
If shares are waived to other partners, attach a written waiver from all parties.
All signatories to the amendment must attend signing in person.
The company’s commercial licence must be valid at the time of filing.
The Assembly’s minutes must be countersigned by the Chairman or the company’s manager.

Documents Required for Exit

Full Social Insurance Authority clearance certificate for the company.
Latest audited financial statements or general balance sheet.
General Assembly minutes showing unanimous approval of the exit.
Document releasing the exiting partner from further company obligations.
Valid commercial license.
Civil-ID copy of the company’s manager.
Draft amendment to the Articles of Association naming the exiting partner and transferee(s).
If any partner objects, further steps under Article 100 of the Companies Law apply.

Fees for Partner Exit

60 KWD for filing an exit application.
7 KWD for Commercial Register visa fee.
60 KWD for redistributing company shares upon waiver.

Documents for Amending the Articles of Association

Social Insurance Authority clearance certificate.
General Assembly minutes detailing all amendments.
Revised management clause if the manager changes, with undertakings from outgoing and incoming managers.
For a deceased partner: certified heirs’ inventory and death certificate.

Exit of a Deceased Partner

Original, valid commercial license.
Civil-ID copies for all heirs.
Deceased partner’s death certificate and heirs’ inventory.
File all documents with the Companies Directorate at the Ministries Complex.

Exit of Non-Kuwaiti Partners

The Commercial Companies Law does not allow forced removal of non-Kuwaiti partners for mere absence or irregular residency.
Draft legislation under review would allow exit of a non-Kuwaiti partner absent for over six months, if an exit application is filed within one year of enactment.

Table of Contents المحتوى

Exit from a Joint-Stock Company

Provide a lease contract or title deed for company premises.
Civil-ID copies of all shareholders, confirming no criminal convictions.
Original share capital certificate showing the exiting shareholder’s contribution.
Comprehensive data on the exiting partner’s interests.
Unanimous shareholder approval and compliance with the Companies Management Law.

Frequently Asked Questions

How does a partner exit a company?: By negotiating terms, agreeing on share valuation and payment schedule, then executing the formal waiver and Articles amendment.
What conditions must be met for exit?: Within 30 days: submit Assembly minutes, all waivers, and sign the Articles amendment in person.
How is an exiting partner’s share valued?: By agreement of the partners or through an approved auditing firm licensed by the Capital Markets Authority.

For personalized legal support on partner exit in Kuwait, call +965 5076 6923. Our corporate specialists will manage your exit process efficiently and protect your interests at every turn.