Kuwait Merger Control: CPA Issues New Notification Thresholds

Board Resolution No. 32 of 2026 – Published in the Official Gazette on 5 April 2026 – In Force Immediately

Authors: Abdulwahab Sadeq (Partner), Lama Abou Ali (Counsel), Adel Alasousi (Senior Associate) and Sara Awaly (Associate)

KEY TAKEAWAYS

On 5 April 2026, the Kuwait Competition Protection Agency (the “CPA“) published Board Resolution No. 32 of 2026 (the “2026 Resolution“), repealing and replacing Board Resolution No. (ق-أ-س/2021/26) of 23 September 2021 (the “2021 Resolution“) with immediate effect. The new thresholds are 3 to 4 times higher than the previous thresholds, with a material structural change to the combined turnover test that now requires the target independently to meet a minimum Kuwait revenue floor.

·       As under the previous regime, the thresholds are measured against audited financials of the last completed fiscal year prior to closing.

·       Transactions that previously required a CPA filing may now fall below the new thresholds.

·       The CPA’s procedure, filing fees, review timeline, and sanctions framework remain unchanged.

1- Background

Kuwait’s merger control regime is governed by Competition Protection Law No. 72 of 2020 (the “CPA Law“) and its implementing regulations. A mandatory pre-closing notification obligation is triggered when a concentration, including mergers, acquisitions, and full-function joint ventures, meets the financial thresholds prescribed by the CPA’s Board. Those thresholds were previously set out in the 2021 Resolution, which has now been repealed in its entirety and replaced by the 2026 Resolution.

The CPA Board adopted the 2026 Resolution at its meeting No. 110 on 16 February 2026. It was published in the Official Gazette (Issue No. 1785) on 5 April 2026 and entered into force on that date.

2- The New Thresholds at a Glance

Under Article 1 of the 2026 Resolution, a prior notification to the CPA is mandatory if any single threshold below is met. The tests are alternative, not cumulative. Under the 2026 Resolution, prior approval from the CPA is required where any of the following thresholds are met, in each case based on the financial statements for the last financial year preceding the economic concentration:

The new thresholds adopt a more internationally familiar and commercially reasonable framework across all filing limbs. Transactions that may previously have triggered a filing obligation by reference to relatively modest Kuwaiti sales or asset values would not require a filing under the new regime. The previous thresholds were set at a level that could capture transactions with only a limited commercial footprint in Kuwait, whereas the revised figures reflect a more calibrated approach that is better directed at concentrations with a more substantial impact in the Kuwaiti market.

3- Practical Implications

Clarifying the Combined Sales Threshold

The 2026 Resolution also clarifies an important ambiguity under the previous regime. While the 2021 Resolution expressly tied the individual sales threshold to sales generated in Kuwait and the combined assets threshold to assets registered in Kuwait, it did not state with the same level of clarity whether the combined sales threshold was likewise limited to Kuwaiti sales. In practice, the prevailing interpretation when advising on filing obligations was that the combined sales threshold should also be read on a Kuwait-only basis. The 2026 Resolution now puts the position beyond doubt by expressly providing that the combined sales test is tied to Kuwait sales of the parties, with an additional sub-threshold for the target’s Kuwaiti sales.

Pending and Imminent Transactions

The 2026 Resolution entered into force on 5 April 2026. For any transaction where the filing obligation has not yet been determined, parties should reassess their exposure against the new thresholds immediately. Transactions that were filing-required under the 2021 Resolution may now fall outside scope.

Transactions Already Filed

Transactions in respect of which a notification was submitted before 5 April 2026 are likely to remain unaffected by the new thresholds. The CPA would be expected to continue reviewing those filings under the framework in force at the time of submission, but this is yet to be seen in practice.

Borderline Cases: Pre-Notification Consultation

The CPA offers a formal pre-notification consultation mechanism (KD 250 fee). Where the parties’ Kuwait revenues or assets sit close to the new thresholds, we strongly recommend engaging in a pre-notification consultation before taking any steps toward closing.

Foreign-to-Foreign Transactions

The CPA Law does not distinguish between domestic and foreign-to-foreign transactions. Global deals with even indirect Kuwait revenues or registered assets may trigger a filing obligation under the 2026 Resolution if any of the three thresholds is met. The 2026 Resolution clarifies the basis on which sales and assets are to be attributed, providing that sales in Kuwait include sales achieved directly or indirectly in the Kuwaiti market through branches, subsidiaries or controlled entities, and that assets in Kuwait include assets owned, registered or used in carrying on economic activity in Kuwait.

4- Broad Sales Test

A further point concerns the scope of the sales to be counted toward the thresholds. The CPA rules refer broadly to the parties’ sales in Kuwait, without expressly limiting it to sales generated by the business or activities to which the economic concentration relates. The CPA Law requires parties to aggregate all of their Kuwait sales, including those arising from business lines entirely unrelated to the transaction under review. A filing obligation may therefore arise where the applicable thresholds are met on the basis of those wider sales alone, even if the activities forming the subject matter of the concentration are themselves limited or unrelated to those sales.

5- How Meysan Can Help

Meysan is Kuwait’s leading local counsel on CPA merger control proceedings. Our team has acted on more merger control notifications before the CPA than any other Kuwait-based firm, across sectors including energy, financial services, telecoms, retail, luxury retail and infrastructure. We advise on threshold analysis, pre-notification strategy, filing preparation, and engagement with the CPA throughout the review process.

We are available to advise on the impact of the 2026 Resolution on any specific transaction or portfolio of transactions, including rapid threshold assessments for deal teams operating under tight timelines.

For further information, please contact our team:

This alert is prepared for general informational purposes only and does not constitute legal advice. Parties should obtain specific legal advice before taking or refraining from any action in reliance on its contents. © Meysan 2026.