KUWAIT Trends and Developments Contributed by: Abdulwahab Sadeq, Adel Alasousi, Ali Boshehri and Barak AlAjeel, Meysan
es both direct and indirect “control”, including through affiliated entities and related parties, granting the CPA wide discretion to assess whether a transaction qualifies, regardless of formal governance rights. Minority shareholdings and joint ventures Even acquisitions of minority stakes can require notification if they confer decisive influence. Similarly, joint ventures that operate indepen - dently and meet thresholds are treated as “eco - nomic concentrations”. Foreign-to-foreign transactions Transactions involving only a small commer - cial footprint in Kuwait are not exempted. The absence of a “material local nexus” or ”de minimis” exemption means even deglobalised operations, such as non-Kuwaiti technology companies with minimal Kuwaiti turnover, are compelled to notify. Notification thresholds The CPA’s thresholds are set by the Threshold Resolution and are as follows: • KWD500,000 in annual sales in Kuwait by any one party; • KWD750,000 in combined annual sales in Kuwait by all parties; and • KWD2.5 million in combined assets in Kuwait. These thresholds are notably low compared to neighbouring jurisdictions and have not been adjusted for inflation since their introduction in 2021, which partly explains why they remain low compared to regional standards. For example: • Saudi Arabia requires KWD8.2 million in com - bined turnover; • the UAE uses a market share threshold of 40%; and
• Singapore does not mandate filings unless market share exceeds 40%. Implications of low thresholds The CPA thresholds encompass a vast number of transactions, including those with negligible market impact. This has led to a large volume of filings, increasing administrative burdens on both transaction parties and the CPA itself. Filing and review procedures Timing and form filings must be submitted at least 60 days prior to implementing the transac - tion. This is a minimum period and the CPA often takes longer in practice. Parties typically file after signing but before closing, with CPA approval as a condition precedent. All documents must be translated into Arabic. • audited financial statements for two years; • an asset valuation report by a Capital Markets Authority-accredited firm; • draft transaction documents; and • economic impact analysis. Filing fee The filing fee is calculated as 0.1% of paid capi - tal or assets in Kuwait (whichever is lower) but is capped at KWD100,000. Review timeframe The review timeframe is as follows: • the CPA will send an acknowledgment within five days of the submission date; • an initial review period of 90 calendar days (starting from the date the CPA confirms the filing is complete (rather than starting from the submission date)); Required documentation includes: • corporate records of all parties;
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