BAHRAIN Law and Practice Contributed by: Rad El Treki, Noor Al Rayes, Aayush Kainya and Mohamed Al Sari, Al Tamimi & Co.
In the logistics and manufacturing sectors, the expan - sion of the gold licence programme has streamlined FDI, but it has simultaneously introduced stricter post- closing monitoring. Investors in these sectors may now be particularly wary of the new “shadow manager” liability, as many of these firms operate under regional management hubs where de facto control is often exercised from outside Bahrain, a practice that now carries signifi - cant litigation risk under the latest amendments to the Commercial Companies Law. The regulatory landscape for M&A in Bahrain is anchored by a tiered structure of primary legislation and specialised sector-specific resolutions, many of which have been fundamentally reshaped by the 2025 reforms. At the foundational level, the Commercial Companies Law (Decree-Law No 21 of 2001) serves as the primary statute (most recently modernised by Decree-Law No 38 of 2025). For FDI and national security screening, Bahrain does not utilise a standalone Committee on Foreign Investment in the United States (CFIUS)-style act but instead integrates screening into the commercial reg - istration ( Sijilat ) process managed by the Ministry of Industry and Commerce (MOIC). Under this frame - work, any foreign acquisition is subject to a mandatory security clearance by the Ministry of Interior (MOI), which assesses transactions against public order and national security interests. This is often supplement - ed by the Golden License policy framework, which provides an expedited track for major projects but requires adherence to strict capital and employment “substance” requirements. 2. Regulatory Architecture 2.1 Main Sources of Law and Policy Public M&A is tightly governed by Volume 6 (Capi - tal Markets) of the CBB Rulebook, specifically the takeovers, mergers and acquisitions (TMA) module, which dictates the conduct of offerors and targets in the listed space.
Sector-specific approvals continue to be governed by the CBB Law (Decree No 64 of 2006) for the financial sector, Law No 21 of 2015 for private healthcare facili - ties (National Health Regulatory Authority; NHRA) and the Telecommunications Law for ICT deals, with each regulator issuing its own “no objection” certificates as
a condition precedent to closing. 2.2 Competent Authorities Merger Control: The CPA
Merger control is primarily managed by the CPA, which currently operates under the umbrella of the MOIC. The CPA is responsible for assessing economic concentrations (which include mergers, acquisitions and certain joint ventures) that meet the statutory thresholds of a 40% market share for a single entity or 60% for a group. The authority has the power to block transactions that significantly reduce market competition, impose structural or behavioural rem - edies (such as divestments), or grant exemptions if the public interest or economic benefits outweigh the anti-competitive harm. In exceptional cases, the MOIC may override a prohibition based on “public interest” considerations, subject to Cabinet approval. Sectoral Approvals: The CBB, NHRA and TRA For transactions in regulated industries, power is allocated to specialised sectoral bodies that oper - ate independently of the general competition regime. The CBB is the most powerful of these, overseeing all “changes of control” in the financial sector where an acquirer reaches a “qualified participation” (typically 10% or more). Similarly, the NHRA must approve any change in ownership for hospitals or clinics, focusing on clinical standards and facility licensing. The TRA exercises similar powers over ICT infrastructure, often conducting its own competition test specific to the telecom market. These regulators have the authority to revoke licences or impose heavy fines (up to BHD1 million in the case of the CBB) if a deal proceeds with - out their prior written no objection. 2.3 Scope and Extraterritorial Reach No response has been provided in this jurisdiction.
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