BAHRAIN Law and Practice Contributed by: Rad El Treki, Noor Al Rayes, Aayush Kainya and Mohamed Al Sari, Al Tamimi & Co.
6. Sectoral and Other Regulatory Approvals 6.1 Regulated Sectors Requiring Approval As mentioned in the foregoing, highly regulated sec - tors require mandatory prior approval for any change of control or significant ownership transfer, often inde - pendent of standard merger control thresholds. The CBB oversees the banking, insurance and asset management sectors, requiring prior written consent for any person becoming a “controller” (typically a 10% shareholding or voting power trigger). In the tel - ecommunications sector, the TRA mandates notifica - tion for any transaction that results in a change of control of a licensee, as evidenced by recent 2025– 26 enforcement actions against unauthorised share transfers. Healthcare facilities must obtain approval from the NHRA for any change in ownership or legal status to ensure the continuity of clinical standards. Similarly, the Ministry of Information tightly regulates the media sector, where foreign ownership is restricted and any transfer of shares requires ministerial clear - ance. Other critical sectors, such as aviation (via Civil Aviation Affairs) and energy/utilities, may also require specific departmental no-objection letters to ensure that the new owners meet technical competency and national strategic requirements. 6.2 Approval Process and Timelines For financial/insurance services, the CBB requires a formal “change of control” application for any investor seeking to become a controller (usually a 10% share - holding trigger), with a statutory requirement to issue a decision within 60 calendar days of the application being deemed complete; however, the end-to-end process, including pre-consultation and “in-principle” approval, generally takes 3–6 months. In the telecommunications sector, the TRA follows a similar timeline, often involving a public consultation phase that can last 30–60 days if the transaction sig - nificantly impacts market structure. For healthcare, the NHRA focuses on the technical and clinical suitability of the new owners, with time - lines for licence transfer typically ranging from four
While anecdotally the total number of blocked trans - actions is historically low due to Bahrain’s pro-invest - ment stance, the 2025–26 trend shows that authorities are more willing to stop the clock or demand intru - sive remedies rather than outright prohibition. Outright blocks typically only occur when the UBO fails secu - rity vetting or if the deal poses an unmitigable threat to the Kingdom’s critical infrastructure or security supply chains. 5.8 Enforcement and Sanctions Failure to notify a mandatory transaction or breaching agreed-upon conditions in Bahrain carries the risk of legal and financial risks under Law No 31 of 2018. The CPA can impose administrative fines of up to 10% of the total annual sales of the products involved in the violation for a period of up to three years. Beyond fines, any transaction executed without the required clearance is considered null and void under Bahraini law, potentially leading to the judicial unwinding of the deal and stripping the parties of their legal rights over the acquired assets. Criminal liability is also a significant factor; individuals who provide false infor - mation or withhold data during a review can face imprisonment for up to one year and personal fines of up to BHD50,000. Crucially, the CPA has the power to review transactions on its own initiative (ex officio) if it suspects a completed deal has created an unlaw - ful economic concentration or significantly reduced competition, even if the parties did not believe they hit the 40% threshold. 5.9 Transparency, Confidentiality and Judicial Review The Sijilat 3.0 system provides clear, real-time tracking of a filing’s status – categorised as “security clearance requested”, “approved” or “defected”. The underlying reasons for a rejection are typically not disclosed in detail to the parties. To challenge a negative decision, parties must first file an administrative grievance with the MOI or the MOIC within 30 days of the notification. If the grievance is rejected, the decision may be appealed to the High Court (administrative division).
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