The regulation of the law establishing the Capital Markets Authority and Regulating Securities Activity permits the shareholders to pledge to assign the management of the special purpose company to an authorized person or a person registered with the Capital Markets Authority and their subsidiaries, or to a law firm or to the obligor or originator of bonds. In this case, most of the managers or members of the board of directors of the special purpose company are employees of the entity entrusted with management, and the entity or company affiliated with it performs the task of the secretary.
The work of the entity managing the special purpose company
The entity managing the special purpose company shall be responsible for carrying out the following works:
- Preparing the minutes of the meetings of the Board of Directors or the management, including the record of the deliberations of those meetings, the proposed decisions and the voting procedures.
- Preparing the required financial statements and records in accordance with the special purpose company’s contract.
- Submit any notifications or declarations required by the law and the regulation of the law establishing the Capital Markets Authority and regulating securities activity.
- The obligor shall be warned five working days prior to the date of entitlement of any amounts under the conditions set forth in the subscription prospectus, to deposit the amounts in the account opened in the name of the company by the payment agent and designated to fulfill the periodic distributions and pay the depreciation.
- Notify the clearing agency to partially or completely consume the bonds or sukuk if the conditions for that consumption are met, and provide it with evidence that the conditions for that consumption have been fulfilled.
- Any other duties or responsibilities stipulated in the SPV contract.
The responsibility of the special purpose company for the actions and actions of those in charge of its management
A company with a special purpose shall not be bound by the actions and actions undertaken by those in charge of its management in its name and for its account, if such actions and actions do not fall within the purpose for which the company was established.
In this case, those in charge of the management of the company shall be questioned about the damage caused to the company or third parties as a result of these acts or actions.
The management of the special purpose company shall take measures to assess the obligations of the company
The regulation of the law establishing the Capital Markets Authority and Regulating Securities Activity obligated those in charge of the management of the special-purpose company to take the necessary measures that would evaluate the company’s current and future obligations, and in a manner that would make it able to fulfill these obligations when they become due.
The special purpose company may not be charged with any obligations
The regulation of the law establishing the Capital Markets Authority and Regulating Securities Activity prohibited those in charge of managing a special purpose company from charging it with any obligations, except within the limits of those obligations arising from the issuance of bonds or sukuk.
Special Purpose Company Obligations
Notify the Capital Markets Authority of any changes regarding the management of the special purpose company
Special purpose companies must notify the Capital Markets Authority of any changes that occur to managers, members of the board of directors, the secretary, shareholders or their chosen domicile, within ten working days of such change.
Commitment to disclosure and transparency provisions
The company with the same purpose shall comply with the provisions (disclosure and transparency) mentioned in the regulation of the law establishing the Capital Markets Authority and Regulating Securities Activity, if the bonds or Sukuk issued by it are listed on the Boursa.
Dismissal of those in charge of the management of the special purpose company
Those in charge of the management of a special purpose company may be dismissed by a decision issued by the Capital Markets Authority, or by a court ruling based on a lawsuit filed by one of the bond or sukuk holders, if their actions harm the public interest or the interest of the holders of bonds or sukuk issued by the company, or in In the event that they act outside the company’s objectives.
In this case, the management of the company may be entrusted to any other party that the Authority deems fit to assign the management to it until the company appoints a new management approved by the company.
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