The Kuwait Competition Protection Agency (“CPA”) has issued Board Resolution No. 32 of 2026 (the “Resolution”), introducing updated financial thresholds for merger control filings in Kuwait. The Resolution repeals and replaces the previous threshold framework established under Resolution No. 26 of 2021. The new thresholds entered into force upon publication in the Official Gazette on 5 April 2026.

We are privileged to have been consulted by the CPA and the Kuwait Ministry of Commerce and Industry to provide advisory support in connection with the development of the new threshold framework. Our involvement in this process reflects our firm’s deep expertise in Kuwaiti competition law and our longstanding commitment to supporting the continued evolution of the regulatory landscape in Kuwait. We are proud to have contributed to these meaningful reforms, which represent a significant step forward in aligning Kuwait’s merger control regime with international best practices.

Legal Framework

The merger control regime in Kuwait is governed by Law No. 72 of 2020 Concerning the Protection of Competition, which establishes the CPA as the competent authority for reviewing economic concentrations. Under Article 12 of the Law, parties to an economic concentration must submit an application to the CPA prior to implementation if the value of registered assets or total amount of sales in Kuwait exceeds the aggregate and individual thresholds set by the Board. Pursuant to Article 10, the Board is empowered to specify the conditions and controls for determining which transactions constitute notifiable economic concentrations.

Under the Executive Regulations issued pursuant to Resolution No. 14 of 2021, persons involved in economic concentrations must file an application at least 60 days prior to the preparation of the transaction agreement. The CPA is required to assess the application within 90 days (extendable by a further 90 days), and parties may not complete the concentration until the Board has issued its decision.

Scope of Application

The notification thresholds apply to transactions that constitute an “economic concentration” under the Law. This is defined as a lasting change in control in the relevant market, arising in cases of mergers, acquisitions, and joint ventures between two or more persons that carry on an independent economic activity on a lasting basis. Specifically, the Law captures: (a) mergers of two or more persons by amalgamation or combination resulting in the acquisition of control; (b) the direct or indirect acquisition of control over another person or persons, whether by acquisition of assets, property rights, shares, liabilities, or any other means; and (c) joint ventures that result in an autonomous economic or commercial activity on a lasting basis.

New Financial Thresholds

Under Board Resolution No. 32 of 2026, a filing is required where any of the following thresholds are met:

• Any party to the concentration achieves annual sales in Kuwait exceeding KWD 1,500,000 (one million five hundred thousand Kuwaiti Dinars), based on the audited financial statements for the last fiscal year preceding the concentration.
• The combined annual sales of the parties in Kuwait exceed KWD 3,000,000 (three million Kuwaiti Dinars), provided that the target company or business achieves annual sales in Kuwait of not less than KWD 1,500,000 (one million five hundred thousand Kuwaiti Dinars), based on the audited financial statements for the last fiscal year preceding the concentration.
• The value of the registered assets of the parties in Kuwait exceeds KWD 7,500,000 (seven million five hundred thousand Kuwaiti Dinars), based on the audited asset data for the last fiscal year preceding the concentration.

For these purposes, “sales in Kuwait” refers to sales actually realized in the Kuwaiti market, whether achieved directly or through branches, subsidiaries, or controlled entities. “Assets in Kuwait” refers to registered assets owned or used in conducting economic activity within Kuwait, as reflected in audited financial statements.

Comparison with Prior Thresholds

The new thresholds represent a substantial increase from the previous thresholds that were in effect under Resolution No. 26 of 2021. The following points summarize the key changes:

• Individual Sales Threshold: Under Resolution No. 26 of 2021, the threshold was KWD 500,000. Under Resolution No. 32 of 2026, the threshold is now KWD 1,500,000 — an increase of KWD 1,000,000 (200%).
• Combined Sales Threshold: Under Resolution No. 26 of 2021, the threshold was KWD 750,000. Under Resolution No. 32 of 2026, the threshold is now KWD 3,000,000 (with a minimum target threshold of KWD 1,500,000) — an increase of KWD 2,250,000 (300%).
• Registered Assets Threshold: Under Resolution No. 26 of 2021, the threshold was KWD 2,250,000. Under Resolution No. 32 of 2026, the threshold is now KWD 7,500,000 — an increase of KWD 5,250,000 (approximately 233%).
• In addition, the new Resolution introduces a minimum target threshold requirement for combined sales filings. The target company or business must now achieve annual sales of at least KWD 1,500,000 in Kuwait before the combined sales threshold applies. This requirement did not exist under the prior regime.

Impact on Merger Control Filings

The significant increase in financial thresholds will have material practical implications for parties to economic concentrations in Kuwait:

• Reduced Filing Burden: The tripling of monetary thresholds means that many transactions that would have previously required notification will no longer meet the filing criteria. Smaller and mid-sized transactions with limited local nexus will fall below the new thresholds, reducing the administrative burden on both market participants and the CPA.
• Target-Specific Requirement: The introduction of the minimum target threshold requirement (KWD 1,500,000 in annual sales for the target) ensures that the combined sales test only captures transactions where the target has a meaningful presence in Kuwait. This refinement aligns Kuwait’s approach more closely with international merger control practice, which typically requires both an acquirer and target nexus.
• Focus on Larger Transactions: The CPA will be able to focus its resources on reviewing larger, potentially more impactful transactions. The increased thresholds suggest a policy shift toward concentrating regulatory scrutiny on economic concentrations that are more likely to affect competition in local markets.
• Continued Mandatory Pre-Closing Notification: Despite the threshold increases, Kuwait’s merger control regime remains a mandatory, suspensory system. Parties that meet any of the new thresholds must still obtain CPA clearance before completing the transaction. Under Article 14 of the Competition Law, parties are prohibited from performing any actions or procedures to complete the concentration prior to the issuance of the Board’s decision. Failure to file a required notification may result in financial penalties of up to 10% of total revenues earned by the parties during the previous fiscal year.

Transitional Considerations and Applicability

• The new financial thresholds are applicable as of 5 April 2026, the date of publication in the Official Gazette. Resolution No. 32 of 2026 expressly repeals the prior Resolution No. 26 of 2021 establishing the former thresholds.
• Critically, parties to an economic concentration who have not yet filed as of 5 April 2026 must reassess their transaction against the new financial thresholds — rather than the prior thresholds — to determine whether a filing obligation is triggered. This means that transactions which would have been notifiable under the old thresholds may no longer require CPA approval if they fall below the new thresholds. Conversely, transactions already cleared or pending before the CPA are unaffected by the threshold change.
• Parties contemplating transactions should therefore carefully evaluate whether the new thresholds are met before proceeding. Where a transaction that was previously notifiable now falls below the revised thresholds, no filing is required and the parties may proceed to completion without CPA clearance. However, parties should note that the CPA retains authority under the Competition Law to review transactions that may affect competition in Kuwait, even where formal thresholds are not met, through its general monitoring and enforcement powers.

Looking Ahead

The issuance of updated thresholds under Resolution No. 32 of 2026 reflects the CPA’s continued efforts to develop and refine its regulatory framework in line with evolving market conditions and international merger control practice. The substantial increase in thresholds represents a calibration toward focusing regulatory resources on transactions with more significant competitive impact in Kuwait, while reducing the compliance burden on smaller transactions. This step contributes to greater clarity and predictability in the application of merger control rules, which is welcomed by the business community.

Practical Recommendations

Notwithstanding the increased thresholds, parties should be aware that the CPA continues to adopt an active approach in monitoring transactions and market developments, including those with indirect effects in Kuwait. Early engagement with the CPA, particularly through the pre-notification consultation process established under the Executive Regulations, remains advisable for complex transactions or those close to the threshold boundaries. Proper structuring and thorough analysis of local nexus remain key to ensuring a smooth and efficient clearance process where a filing is required.

Authors: Asad Ahmad, Partner and Head of Antitrust & Competition and Khaled Al Makhezeem, Associate.