Towards the correction of the philosophy of the Kuwaiti legislator concerning the lifting of the corporate veil in limited liability companies: . a critical comparative study between Kuwaiti law and French law

Abstract

The responsibility of associates in limited liability companies is limited to their participation in the capital. Therefore, they can exploit this case to control the managers thereby causing additional debts to the company. The Kuwaiti legislator has limited the liability of associates to their participation in the capital. It excepts certain situations such as the case where the holding company is obligated to pay the debts of the subsidiary if the first caused debts of the second company. Consequently, this research criticises the Kuwaiti legislative gap. Also, the case of the liability of the managing associate was discussed. It is hereby demonstrated that this situation in law does not include the case of the exploitation of the associates. Then, the comparative law methodology is followed regarding the position of the Kuwaiti legislator in comparison with the French legislator. The French legislator and jurisprudence have regulated this question through the texts of the French commercial code. The study resulted in several recommendations, most importantly of which was the need for Kuwaiti lawmakers to adopt personal liability of members of limited liability companies in cases of exploitation.