Merger Control in Kuwait: How the Regime Has Evolved Five Years After Reform

Kuwait’s competition landscape looks very different today than it did before Law 72/2020 came into force. Since the introduction of the modern Competition Law in late 2021, the Kuwaiti Competition Protection Authority (CPA) has steadily expanded its role in reviewing transactions, investigating conduct, and enforcing compliance obligations.

For investors, multinational companies, and private equity firms active in the Middle East and Africa region, Kuwait is no longer a jurisdiction that can be treated as a secondary consideration during transaction planning. Merger control filings, regulatory timing, standstill obligations, and evolving enforcement practices now play a much larger role in deal execution than they did only a few years ago.

At the same time, the regime continues to develop in real time. Formal guidelines remain limited, several key concepts are still open to interpretation, and recent Constitutional Court rulings have raised broader questions about the future scope of the CPA’s enforcement powers.

The result is a regulatory framework that is increasingly active, but still evolving.

Kuwait’s Competition Authority Has Become More Active

Since the Competition Law overhaul, the CPA has significantly increased enforcement activity across both merger control and behavioral antitrust matters. Transactions that may previously have received little scrutiny are now more likely to trigger filing obligations and formal review processes.

Despite this increase in activity, businesses still face a practical challenge when assessing filing requirements because the CPA publishes limited reasoning in its decisions and has not issued comprehensive interpretive guidance. That means parties often must rely on enforcement practice and informal interpretations when evaluating risk.

This becomes especially important in transactions involving foreign investors or multi-jurisdictional structures, where filing obligations may not always appear obvious at first glance.

What Triggers a Filing in Kuwait?

Under Kuwaiti merger control rules, a filing obligation generally arises when a transaction results in a change of control and at least one notification threshold is met.

The CPA approaches “control” broadly. The authority focuses on whether a party gains the ability to exercise decisive influence over a business, not simply whether it acquires a majority shareholding. That influence may stem from:

• Board appointment rights
• Veto rights over strategic decisions
• Authority relating to budgets or business plans
• Senior management appointment rights
• Other governance mechanisms tied to operational control

In practice, the CPA’s interpretation resembles European merger control principles in many respects. However, the Kuwaiti authority has occasionally taken a broader view of influence rights than some foreign regulators.

Because of this, parties evaluating transactions in Kuwait often need to examine shareholder agreements and governance arrangements closely, not just ownership percentages.

The 2026 Threshold Amendments Changed the Analysis

In April 2026, Kuwait introduced revised notification thresholds through CPA Decision 32/2026.

The updated rules maintained Kuwait’s existing approach where each threshold operates independently. If one threshold is met, the transaction may require notification. The revised thresholds include:

• KWD 1.5 million for the single-party threshold
• KWD 7.5 million for combined Kuwaiti assets
• KWD 3 million for combined Kuwaiti turnover

The CPA also clarified that the combined turnover threshold only applies where the target itself generates at least KWD 1.5 million in Kuwaiti turnover.

While that clarification appeared intended to strengthen the local effects element of the regime, it also introduced a new interpretive issue.

The single-party threshold still applies to “any party” involved in the transaction. That means an acquirer could independently satisfy the threshold even if the target’s Kuwaiti operations are limited.

This creates uncertainty regarding how the CPA intends the local nexus requirement to function in practice. If the acquirer alone can trigger a filing, then the new target turnover condition may not materially narrow the scope of reportable transactions.

Until the CPA formally clarifies its position, many businesses continue taking a cautious approach by assuming notification may still be required whenever one party independently meets the single-party threshold.

Timing and Procedure Matter More Than Many Parties Expect

Kuwaiti law requires transactions to be filed before implementation and generally within 60 days of signing the transaction documents.

Although the CPA has not consistently enforced the 60-day timing requirement where parties respected the standstill obligation, businesses should not assume timing flexibility will always apply. The formal review process itself can also affect transaction schedules.

Once the CPA accepts a filing as complete, the statutory review period begins. The authority treats the review period as 90 business days, with the ability to extend the process by another 90 business days if necessary. Preparation of the filing often becomes one of the more time-sensitive aspects of the process, particularly for international transactions.

All filing materials must be submitted in Arabic, and translations must be certified by legal translators licensed in Kuwait. In addition, Kuwait does not recognize apostilles under the Hague Convention. Documents instead must go through full legalization procedures based on bilateral arrangements between Kuwait and the originating jurisdiction. Depending on the countries involved, that process alone may add meaningful time to a transaction schedule.

After submission, the CPA publishes a short notice regarding the transaction in the Official Gazette and local newspapers, allowing third parties an opportunity to raise concerns. While third-party intervention remains relatively uncommon, transactions with broader market significance may attract additional scrutiny.

Filing Fees and Penalties Continue to Raise Questions

The Kuwaiti merger filing fee is calculated as 0.1% of either the parties’ combined paid-up capital or their Kuwaiti assets, whichever amount is lower. The fee is capped at KWD 100,000, though parties remain responsible for calculating the amount themselves and obtaining CPA confirmation.

The more significant concern for many businesses is potential exposure for failing to notify a transaction or violating standstill obligations. Under the Competition Law, fines may reach up to 10% of annual revenue, with repeat violations potentially doubling the cap.

However, the law does not clearly define whether those fines should be calculated based on worldwide turnover or only domestic Kuwaiti revenue. That uncertainty remains unresolved because the CPA has issued only limited enforcement decisions in this area.

The authority’s first gun-jumping case involved a domestic transaction in which both the acquirer and target received fines equal to 5% of annual revenue.

The case confirmed the CPA’s willingness to impose meaningful penalties, though it did not answer broader questions regarding how future sanctions may be calculated in cross-border matters.

Constitutional Court Decisions Could Affect Future Enforcement

Two Constitutional Court rulings issued in 2025 significantly altered the enforcement landscape surrounding Kuwaiti competition law.

The Court invalidated portions of the CPA’s fining authority in behavioral antitrust cases, finding that certain penalty provisions lacked proportionality and failed to provide sufficiently clear enforcement standards.

The decisions focused heavily on constitutional protections relating to property rights and criticized penalties tied broadly to total company revenue without adequate connection to the underlying conduct.

Although the rulings addressed behavioral antitrust provisions rather than merger control directly, they introduced broader uncertainty into the overall sanctions framework.

So far, lower Kuwaiti courts have continued upholding merger control penalties, suggesting the merger control regime may remain intact despite the Constitutional Court’s concerns in other contexts. Still, because the Constitutional Court has not yet reviewed the merger control sanctions provisions specifically, the long-term scope of enforcement authority remains an open issue.

Kuwait’s Regulatory Environment Continues to Evolve

Five years after Kuwait modernized its competition regime, merger control has become a central part of transaction planning for businesses active in the region. The CPA has developed a more active enforcement profile, expanded its practical oversight of transactions, and clarified portions of the filing framework through administrative practice.

At the same time, key areas of ambiguity remain unresolved, including questions surrounding local nexus requirements, the interpretation of thresholds, and the future constitutional footing of the sanctions regime. For parties investing in Kuwait or pursuing transactions connected to the broader MENA region, merger control analysis increasingly needs to happen early in the deal process. Filing obligations, procedural requirements, and regulatory timing can all materially influence transaction execution.

As the Kuwaiti framework continues to mature, businesses operating in the region should expect continued evolution in both enforcement strategy and regulatory interpretation.

Navigating Regulatory M&A in Kuwait and the MENA Region

Kuwait’s merger control regime continues to evolve, and regulatory expectations are becoming increasingly important in cross-border transactions throughout the MENA region. BREMER advises PE firms, international corporates, and investors on merger control, antitrust, and broader regulatory M&A matters across Kuwait and the Middle East and Africa.

To learn more about our Regulatory M&A practice, contact the BREMER team.