The Ministry of Commerce and Industry has issued Ministerial Decision No. 37 of 2026, amending certain provisions of Ministerial Decision No. 4 of 2023 concerning procedures for identifying the Ultimate Beneficial Owner “UBO”. This is not a technical or administrative update only. It materially changes the compliance risk for companies operating in Kuwait. The beneficial owner file is no longer a back-office formality. It is now directly connected to the company’s ability to obtain or renew its commercial license. It also creates a clearer penalty risk not only for the company, but also for individuals who knowingly participate in inaccurate disclosure. Companies in Kuwait should treat beneficial owner disclosure as a live compliance obligation. Not a one-time filing. Not a licensing form. Not a document to be completed at the last minute before renewal. If the file is incomplete, outdated, or inaccurate, the result may be license delays, administrative fines, and personal exposure for individuals involved in the filing. 1. WHAT HAS CHANGED? 1.1 No license or renewal without “UBO” compliance The amended Article 17 provides that no license may be granted or renewed unless the requirements of the beneficial owner decision have been satisfied. In practical terms, this means that failure to complete, update, or properly support beneficial owner information may delay or block commercial licensing and renewal procedures. 1.2 Administrative fines are now clear and direct The decision introduces an administrative fine ranging from KWD 1,000 to KWD 10,000 for each violation in cases involving: failure to disclose the beneficial owner; or submission of incorrect information regarding the beneficial owner. The risk is not limited to complete non-disclosure. That includes outdated information, incomplete ownership chains, unsupported exemptions, or filings that do not reflect the real person exercising ownership, control, or economic benefit. 1.3 Personal liability risk for natural persons A key development is that the same fine may be imposed on a natural person who is registered as a beneficial owner contrary to the truth, if he or she was aware of that inaccuracy, or who knowingly participated in submitting incorrect beneficial owner information. This is the most important practical shift. Beneficial owner disclosure is no longer only a corporate filing issue. It may become a personal compliance risk for individuals involved in false or inaccurate filings. 2. WHO SHOULD REVIEW THEIR POSITION NOW? Companies should review their beneficial owner files urgently, especially if they fall into any of the following categories: Companies approaching commercial license renewal; Companies with foreign shareholders; Companies owned through holding companies or multi-layered structures; Subsidiaries of regional or international groups; Family-owned companies with informal or nominee ownership arrangements; Companies that have recently changed shareholders, managers, voting rights, or control arrangements; Entities licensed under Kuwait’s Direct Investment Law; Companies relying on listed-company disclosure exemptions. 3. COMMON MISTAKES COMPANIES MAKE Mistake 1: Confusing the legal owner with the beneficial owner The beneficial owner is not always the person or entity whose name appears in the commercial records. The relevant question is who ultimately owns, controls, or benefits from the company. Mistake 2: Filing once and Forgetting it Changes in shareholding, management, voting rights, control arrangements, or group structure may affect the identity of the beneficial owner. Old information can become incorrect information. Mistake 3: Submitting a simplified ownership chart For companies owned through holding companies or foreign entities, it is not enough to identify the immediate shareholder. The ownership chain should be traceable up to the ultimate natural person, unless a valid exemption applies. Mistake 4: Relying on listed-company status without evidence If a company relies on being listed, or being majority-owned by a listed entity, it should retain supporting documents, including evidence of listing, disclosure obligations, ownership structure, and the link between the listed entity and the Kuwaiti company. Mistake 5: Naming a nominee or manager as beneficial owner This is now a high-risk shortcut. Registering someone as beneficial owner for convenience, while another person exercises actual ownership or control, is a serious risk. Under the new decision, this may expose the individual to personal fines if they knew the filing was inaccurate. Mistake 6: No internal record of how the beneficial owner was identified Even where the final disclosure is correct, companies should keep an internal file showing the legal and factual basis for identifying the beneficial owner. 4. WHAT COMPANIES SHOULD DO NOW Companies should not wait until the license renewal stage. We recommend the following steps: Review the current beneficial owner filing and confirm whether it remains accurate. Map the ownership and control structure, especially where there are foreign shareholders, holding companies, trusts, nominee arrangements, or family ownership structures. Collect and retain supporting documents, including constitutional documents, commercial registration certificates, shareholder registers, share transfer documents, board or shareholder resolutions, and identity documents of relevant natural persons. Review any nominee, agency, side agreement, or voting arrangement that may affect actual control or economic benefit. Document the reasoning behind the company’s beneficial owner determination. Update the filing before renewal, not after the licensing process is delayed. Ensure senior management understands the personal risk of knowingly submitting inaccurate information. 5. KEY LEGAL AND OPERATIONAL RISKS Failure to comply may result in: Delay or refusal of commercial license issuance or renewal; Administrative fines from KWD 1,000 to KWD 10,000 per violation; Potential personal exposure for individuals involved in inaccurate filings; Increased scrutiny from the Ministry of Commerce and Industry; Disruption to banking, financing, onboarding, tendering, or contractual processes; Reputational and governance concerns, particularly for regulated or foreign-owned groups. 6. HOW DAR AL MUHAMA CAN ASSIST Dar Al Muhama Law Firm can support clients by: Reviewing existing beneficial owner disclosures; Preparing or validating ownership and control charts; Advising on complex ownership structures; Reviewing listed-company or group-company exemption files; Identifying gaps in beneficial owner documentation; Preparing supporting legal memoranda or explanatory notes; Assisting with filings, updates, and communications with the competent authorities; Advising directors, shareholders, and managers on their compliance responsibilities. EXECUTIVE TAKEAWAY After Ministerial Decision No. 37 of 2026, beneficial owner disclosure in Kuwait should be treated as a live compliance obligation, not a routine licensing form. Companies should ensure that their beneficial owner information is accurate, current, and supported by a proper internal file. The practical risk is now wider: licensing delays, financial penalties, and possible personal liability where incorrect information is knowingly submitted.