Kuwait Launches Comprehensive Regulatory Framework Introducing the Bonds and Sukuk as Tradable Instruments

Background
Boursa Kuwait (“Boursa”) has announced the implementation of a comprehensive regulatory and legislative framework governing bonds and sukuk, following approval by the Kuwait Capital market Authority (“CMA”) under Resolution No. 38 of 2026 dated 1 April 2026 (“CMA Resolution”), in conjunction with amendments to Boursa rulebook introduced by Boursa Resolution No. 1 of 2026 dated 2 April 2026 (“Boursa Resolution”).

The CMA Resolution amends provisions of CMA Module 11 of the CMA Executive Regulations governing securities dealings, and CMA Module 12 setting the listing rules. It also introduces amendments concerning the CMA submission fees under CMA Module 2, adding a fee of KD 1,000 for requests for listing bonds and sukuk, payable upon submission of the request.

The Boursa Resolution further includes detailed provisions for listing and trading of these instruments.

What are the key highlights of this framework?

– Establishment of a full tradability regime for bonds and sukuk covering:

• admission to listing
• secondary market trading
• ongoing disclosure and reporting
• early redemption and maturity process
• delisting and withdrawal

– Permitting both Kuwaiti and foreign issuers to list on Boursa Kuwait. For foreign issuers, listing is subject to CMA approval of the prospectus and fulfillment of Boursa requirements.

– Introduction of a dedicated trading platform for bonds and sukuk distinct form equity trading frameworks, with tailored trading sessions, price limits and execution rules, reflecting the distinct risk-return profile of fixed income instruments.

– Imposing ongoing disclosure and compliance obligations on issuers, including:

• periodic financial disclosures
• immediate reporting of material developments
• continuous compliance throughout the listing period

– Setting listing requirements, including:

• Obtaining a credit rating from credit rating agency licensed or approved by the CMA
• The total value of bonds or sukuk to be listed shall not be less than KD 100,000 or its equivalent in foreign currencies
• Appointment of a listing advisor by the issuer and obligor or the obligor (as the case may be) for the submission of the listing application, unless the issuer or obligor is a Kuwaiti listed company
• Ensuring free transferability of instruments
• Appointing a representative body to protect bond/sukuk holders
• For the sukuk, the issuance and tradability must be in compliance with the provisions of Islamic Sharia and approved by an external Sharia Auditing Office.
• In the case of Sukuk convertible into shares, those shares must be listed on Boursa

– The listing of bonds and sukuk on Boursa, whether through a public or private offering, must follow a structured sequence of procedures.

Why this reform is a significant development in Kuwait’s capital markets?

– This reform marks significant step in developing Kuwait’s capital markets, aligning them with international standards and enhancing liquidity and competitiveness in Kuwait.
– This allows the issuers alternative funding sources beyond bank financing and broader investor pools.
– This offers the investors new opportunities for portfolio diversification and stable income instruments.
– This offers a new platform for listing securities and allows access to Boursa liquidity through dual listing

How can we help?
Meysan’s Capital Markets team is well positioned to support clients in navigating this new regime, including advising on structuring and issuance of bonds and sukuk, assisting with the submission of regulatory submissions including Central Bank of Kuwait, CMA and Boursa applications, ensuring regulatory compliance, drafting and reviewing offering documentation and transaction agreements. We also support issuers and obligors with ongoing disclosure and governance obligations. Additionally, we advise investors on regulatory requirements, legal risk considerations, and investment structuring.

For further information, please contact us.

Authors: Tarek Yehya (Partner) and Samar Jrade (Senior Associate).