On 2 August 2026, the State of Kuwait promulgated Decree-Law No. 78 of 2026 Concerning Combating Commercial Concealment (the “Law”). The Law represents the first standalone legislative instrument in Kuwait to criminalize commercial concealment commonly referred to as “fronting” or hidden ownership arrangements as a distinct criminal offence. The Law shall enter into force six months from the date of its publication in the Official Gazette, anticipated to be approximately February 2027. This legislative development forms part of Kuwait’s broader regulatory agenda to enhance the integrity of the business environment, promote transparency, and ensure that investment is channeled through lawful and compliant structures.

What Is Commercial Concealment?

The Law defines “Commercial Concealment” as enabling any person whether natural or juridical to practice any economic activity that such person is prohibited from practicing pursuant to applicable laws and regulations, whether for their own account or in partnership with others, or circumventing the foreign ownership ratios prescribed by law for the purpose of enabling such persons to engage in economic activities in contravention of applicable legislation.  Notably, “Economic Activity” is defined in broad terms to encompass any commercial, investment, industrial, agricultural, service, or professional activity or any activity of an economic nature — aimed at generating profit and requiring licensing from the competent authorities.

The Dual Prohibition:

Article 2 of the Law establishes a dual prohibition:

1. Prohibition on unlicensed economic activity no person, whether natural or juridical, may practice any economic activity within the State of Kuwait unless duly licensed in accordance with applicable laws and regulations.
2. Prohibition on enabling concealment it is equally prohibited to enable any person to violate the foregoing prohibition through commercial concealment, including by permitting such person to use a trade name, license, commercial register, or any other means

Management Liability

Article 5 introduces a significant governance dimension by extending criminal liability to the person responsible for the actual management of a juridical person, where it is established that such person had knowledge of the violation, or where the violation occurred as a result of their breach of the duties imposed upon them by their office, or where they contributed to or facilitated its commission.  Furthermore, the juridical person shall be jointly liable for the payment of any financial penalties or compensation awarded where the violation was committed by any of its employees in its name or on its behalf.  This provision places directors, general managers, and officers at direct personal exposure.

Whistleblower Incentive

Article 9 provides that a non-perpetrator informant shall be granted a financial reward, determined by decision of the competent Minister, provided that such reward shall not exceed ten per cent (10%) of the value of the fines collected, where credible evidence is presented that leads to the discovery of such offences and a final conviction is rendered on the basis thereof. In the event of multiple informants, the reward shall be divided equally among them. This provision creates a meaningful financial incentive for employees, competitors, and business partners to report suspected concealment arrangements.

Conclusion

Decree-Law No. 78 of 2026 represents a significant legislative milestone in Kuwait’s efforts to bring transparency, order, and accountability to its commercial environment. It is not an anti-foreign-investment measure; rather, it establishes a clear regulatory framework that channels investment toward lawful, transparent, and compliant structures. As the Law enters into force in early 2027, businesses and investors operating in Kuwait are strongly advised to conduct a comprehensive review of their ownership structures, agency arrangements, and operational compliance frameworks to ensure full alignment with the new requirements and to capitalize on the compliance window before enforcement commences.

Authors: Alex Saleh, Managing Partner and Ahmed AlBuaijan, Associate