A company in Kuwait that hears a credible concern about bribery, illicit enrichment or abuse of a public post faces two questions at once: what must be reported, and how to look into the facts without making the position worse. The answers sit in two places. The Penal Code, Law 16 of 1960 as amended by Law 31 of 1970, defines the bribery offenses. The Anti-Corruption Law, Law 2 of 2016, created the Anti-Corruption Authority (Nazaha), set a reporting duty, protects whistleblowers and covers financial disclosure by officials. This article sets out how our Kuwait office reads both laws when a client opens an internal review, and where the limits of confidentiality lie.
The framework: Penal Code bribery and the Anti-Corruption Law
Bribery in Kuwait is a Penal Code matter. Articles 35 to 41, added by Law 31 of 1970, cover the request, acceptance, offer and giving of a bribe, the role of an intermediary, and attempts. Article 35 sets the main offense, with imprisonment of up to ten years and a fine of up to double the value of the bribe, as summarized in the DLA Piper guide to Kuwait. Article 22 of Law 2 of 2016 then lists the offenses that count as corruption, and item 2 of that list is the bribery and abuse of power offenses in Law 31 of 1970.
The same Article 22 lists other offenses that a company review can touch: offenses against public funds under Law 1 of 1993, money laundering under Law 106 of 2013, forgery, customs and tax evasion, offenses under the competition law, and illicit gain. Decree-Law 69 of 2025 amended Law 2 of 2016 and widened its reach. Before any advice we check the current text of the law as amended, because we reviewed the 2016 English text and secondary summaries of the 2025 amendment.
What counts as a bribe and who can be liable (Penal Code Articles 35 to 41)
A bribe is any promise, gift or benefit, material or not, given to induce or reward a public official in the improper performance of a function. The offense covers direct and indirect payments, and it reaches the person who gives, the official who takes, and the intermediary, as Articles 35 and 39 set out. Facilitation payments are not exempt. A small payment to speed up a routine government act can still be a bribe, whatever its size, on the summaries we reviewed.
Private-sector bribery between companies is not covered by the Penal Code bribery articles. It can still become a corruption matter where the conduct falls under another offense listed in Article 22 of Law 2 of 2016, such as a competition or tax offense. Companies, managers, agents and intermediaries can all be prosecuted. For a group with a parent outside Kuwait, we look at who made the decision, who paid and through whom, because those facts decide who is exposed.
The reporting duty (Law 2 of 2016, Articles 20, 37 and 45)
Article 20 says that whoever learns that a corruption offense has occurred must report it to the Authority or the competent body and provide the information held, subject to the privacy, honor and dignity of individuals. Article 37 repeats that reporting is a duty of every person. Article 45 punishes a breach of Article 20 with imprisonment of up to one year or a fine of not less than KWD 500 and not more than KWD 3,000, and it does not apply to the spouse, ascendants or descendants of the person concerned.
This duty changes how an internal review should be run. A company that finds credible evidence of a corruption offense should not treat the file as a private matter to be settled quietly. The review should be designed so that a decision on reporting can be taken early and on facts, by the right people, and with advice. We map each concern against the offenses in Article 22, and we record who knew what and when, since the timing of the report matters for the defenses discussed below.
The Authority's powers and your duty to cooperate (Articles 24 to 29)
Under Article 24 the Authority, once it suspects a corruption offense, may collect information, may have access to the records, papers and documents related to it, and may refer the matter to the competent judicial bodies. Article 25 allows it to summon any person connected to the offense to hear testimony. Article 27 gives the Public Prosecution exclusive competence to investigate, dispose of and prosecute the offenses in the law.
Article 26 forbids any public or private body or any person from refusing, without legal justification, to give the Authority records, documents or information useful for reporting corruption, and from obstructing its work. A breach is punished under Article 45 by imprisonment of up to three years and a fine of KWD 2,000 to 10,000, or one of them. An internal review therefore has to keep original records intact. Deleting messages, rewriting minutes or moving files after a concern arises can create a separate offense.
Whistleblower protection (Articles 37 to 43, 51 to 53)
Article 38 conditions protection on the whistleblower having serious indications that justify a belief in the veracity of the report. Article 40 gives protection from the time the report is submitted and extends it to a spouse, relatives and closely connected persons where needed. Article 41 describes personal protection, administrative and occupational protection, including the continuity of salary and rights, and legal protection against criminal, civil and disciplinary action when the Article 38 conditions are met. Article 43 provides for compensation by the State.
Three penalties protect the system. Article 51 punishes disclosing a whistleblower's identity or domicile with imprisonment of up to three years and a fine of KWD 1,000 to 5,000, or one of them. Article 52 makes an administrative action taken against a whistleblower for reporting null and void and exposes the official to a disciplinary penalty. Article 53 punishes a reporter who knowingly gives false or misleading information. In practice, an employer must keep the identity of an internal reporter confidential, avoid any adverse step linked to the report and document the reasons for any unrelated employment decision.
Self-reporting and mitigation (Penal Code Articles 39 and 40; Law 2 of 2016, Article 44)
The summaries we reviewed state that under the Penal Code amendment a briber or intermediary who reports a bribery offense before it is discovered is exempt from the penalty, and that a conspirator who notifies the authorities of a bribery conspiracy before an investigation begins or the offense is committed is absolved of the conspiracy offense. The UN ESCWA country profile places the first rule in Article 115 of the Penal Code, while the DLA Piper guide places it in Article 39 of the amendment. We therefore cite the rule by substance and confirm the article against the official text before relying on it.
Article 44 of Law 2 of 2016 pardons a person who reports a conspiracy to commit an Article 22 offense before it is carried out, and lets the court pardon a person who reports after the offense but before the investigation starts, if that person helps the authorities arrest other offenders or seize the proceeds. These provisions reward early action. They are also the reason a review plan needs a clear timeline, because the value of a report falls once an investigation has begun.
Public officials, conflicts of interest and financial disclosure (Law 2 of 2016, Articles 2, 30 to 36, 46 to 50; Law 1 of 2023)
Article 2 of Law 2 of 2016 lists the officials who must file asset and liability statements, including ministers, members of the National Assembly, judges, senior public posts, representatives of the State on the boards of companies in which public bodies hold at least 25 percent of the capital, and members of the boards of cooperative societies. Article 32 sets filing within 60 days of taking office, an update within 60 days after every three years, and a final statement within 90 days after leaving office. Articles 46 and 47 penalize late, incomplete or false statements, and Articles 48 to 50 deal with illicit gain.
Illicit gain is any increase in wealth that is disproportionate to resources and unjustified, arising from holding an office. Article 48 punishes it with imprisonment of up to five years, a fine equal to the value of the gain and confiscation. Article 50 reaches a person who knowingly benefits from it, with half the penalty. For a company, this matters when a counterparty is a public official or a relative. The UN ESCWA profile also reports that Law 1 of 2023 on conflict of interest treats a conflict of interest as a corruption offense and protects those who report one. We have not reviewed that law's text.
Confidentiality, privilege and the limits of an internal investigation
Kuwait has no express statutory rule on legal professional privilege in the common-law sense. Lawyers are bound by duties of confidentiality, and DLA Piper reports that the lawyer-client privilege is interpreted through Islamic principles. In civil litigation the parties may use any document that supports their position. The safe assumption is that internal interview notes and investigation reports can be requested by the Authority, the Public Prosecution or a court, even where a lawyer prepared them.
Article 29 of Law 2 of 2016 treats correspondence, information, documents and reports on corruption offenses, and asset statements, as secrets for those who apply the law. That protects the file from the Authority's side, but it does not stop the Authority from asking for the company's material. We advise clients to write investigation records on the footing that an authority may read them: factual, dated, and free of speculation about individuals.
How we run an internal review in Kuwait
We start by securing evidence: a written hold on deletion, copies of email and chat, accounting entries, contracts and payment approvals. We then separate the people who may be implicated from the team that runs the review, decide who interviews whom, and keep a log of access. We test each fact against the offenses in Penal Code Articles 35 to 41 and Article 22 of Law 2 of 2016, and we prepare the reporting decision as a record of its own, with reasons and a date.
We also look at the contracts. A distributor, agent or consultant in Kuwait should have anti-bribery wording, audit rights and a termination right. Payment trails to intermediaries receive the most attention, because Article 39 treats the intermediary as a participant. Where the facts touch a public official, we add a check against the asset-disclosure and conflict rules, and we list each point to be confirmed against the current text of the law as amended in 2025 before the client acts.
Penalties, seizure and limitation (Penal Code Articles 35, 39 and 41; Law 2 of 2016, Articles 36, 48 and 54)
The summaries we reviewed give these ranges under the Penal Code amendment: up to ten years and a fine of up to double the bribe under Article 35, up to five years and a fine of up to KWD 1,000 for the lesser facilitation and attempted-bribery offenses under Article 39, and up to three years and a fine of up to KWD 225 under Article 41. We cite these ranges with the caution that we did not read the official Arabic text of each article.
Article 36 of Law 2 of 2016 lets the Public Prosecution take precautionary measures once it investigates illicit gain, and the person affected may appeal to the Criminal Court within two months. Article 54 provides that the criminal case for the corruption offenses in Article 22 does not lapse and the penalty does not prescribe. Time therefore does not close a file, and a review should not rely on the passage of years.
Groups, agents and third parties
Many concerns arise through a third party: an agent who obtains a license, a consultant who "arranges" an approval, a distributor who offers hospitality. Penal Code Article 39 treats the intermediary as a participant, and the offenses reach managers, directors and agents as well as the company. A parent company can face exposure where a Kuwait branch acts for it, where it acts as intermediary, or where it takes part directly in the payment.
When we review a group, we ask who approved the engagement, how the fee was set, what services were actually delivered and whether the payment matches the contract. Evidence of a real service, a reasonable fee and a clean approval trail is the best protection. Missing records, round-sum invoices and cash payments are the warning signs we look for first.
What we review in a Kuwait anti-corruption matter
We start from the concern and the people involved, then check the conduct against Penal Code Articles 35 to 41 and Article 22 of Law 2 of 2016, the reporting duty in Article 20, the cooperation duty in Article 26, the position of any whistleblower under Articles 37 to 43, and the self-reporting rules. We close with a short list of points that the Kuwait office must confirm against the current law as amended in 2025 before the client acts.
See also: our Kuwait compliance and regulatory guide and our Kuwait M&A due diligence guide, plus our commercial and corporate practice.
Frequently asked questions
Which laws govern bribery and corruption in Kuwait?
Bribery offenses are in Articles 35 to 41 of the Penal Code, added by Law 31 of 1970. Law 2 of 2016 sets up the Anti-Corruption Authority, the reporting duty, whistleblower protection and asset disclosure, and Decree-Law 69 of 2025 amended it.
Must a company report a suspected corruption offense?
Article 20 of Law 2 of 2016 requires whoever learns of a corruption offense to report it, and Article 45 punishes a breach by up to one year in prison or a fine of KWD 500 to 3,000. The decision should be made early, with advice, and recorded.
Are facilitation payments allowed?
No. On the summaries we reviewed, a payment to speed up routine government action can be bribery whatever its size, so our advice is not to make or approve them.
Is bribery between private companies a Penal Code offense?
The Penal Code bribery articles are aimed at public officials. Private conduct can still fall under another corruption offense in Article 22 of Law 2 of 2016, such as a competition or tax offense.
What protection does an internal whistleblower have?
Articles 37 to 43 give protection from the time of the report, covering personal, occupational and legal protection. Article 51 punishes disclosing the identity and Article 52 voids adverse administrative action. Protection depends on serious indications under Article 38.
Can we refuse to hand over documents to the Authority?
Article 26 forbids refusing without legal justification, and Article 45 punishes a breach by up to three years in prison and a fine of KWD 2,000 to 10,000, or either penalty. Any claim of confidentiality should be raised through counsel and in writing.
Is a lawyer-led investigation privileged in Kuwait?
There is no express statutory privilege, although lawyers owe confidentiality. Assume that records may be requested by an authority or a court, and write them with that in mind.
How do I get advice on a specific compliance concern in Kuwait?
Please contact our team through the contact page with a short factual summary, the people and contracts involved and any dates. Our Kuwait office will advise on the first records to preserve and on the reporting decision under the Penal Code and Law 2 of 2016.