GLA & Company

Kuwait’s Draft Digital Commerce Decree-Law: A Comprehensive Legal Framework for E‑Commerce, Consumer Protection, and Market Integrity

Kuwait's Capital Markets Authority Introduces Comprehensive ETF Regulatory Framework

In line with the Capital Markets Authority’s (the “CMA”) ongoing efforts to develop and modernise the regulatory framework governing securities activities, and in pursuit of alignment with international standards in capital markets best practices, the CMA has approved a comprehensive regulatory framework governing Exchange Traded Funds (“ETFs”).This development represents a significant milestone in the evolution of Kuwait’s investment landscape, providing investors with access to a modern investment vehicle that combines the diversification benefits of collective investment schemes with the liquidity and accessibility of publicly traded securities.Regulatory framework & Market developmentThe newly introduced framework establishes the legal and regulatory foundations for the establishment, operation, listing, and trading of ETFs on Kuwait’s stock exchange. The framework is designed in accordance with internationally recognised regulatory standards and aims to create a transparent and efficient environment for both fund operators and investors.By formally regulating ETFs, the CMA has expanded the range of investment products available in the Kuwaiti market, allowing investors to gain exposure to diversified portfolios through a single listed instrument. This development is expected to contribute to the continued modernisation of the capital markets sector and support the introduction of innovative investment solutions.Key features of Exchange Traded FundsAn ETF is an open-ended investment fund whose units are listed and traded on a stock exchange throughout market hours at prevailing market prices. Unlike traditional investment funds, ETF units can be bought and sold in real time, providing investors with enhanced flexibility and liquidity.Under the CMA framework, ETFs may be designed to track the performance of a specific index, including equity, fixed income, commodity, or other eligible benchmark indices. Fund units may also be created through in-kind subscriptions using a basket of underlying assets, a mechanism commonly utilised in global ETF structures.The framework further introduces specialised market participants, including authorised participants and market makers, whose role is to facilitate the creation and redemption of units and support market liquidity. These mechanisms are intended to ensure efficient price discovery and minimise deviations between market prices and the underlying net asset value of the fund.The framework also permits securities lending and borrowing transactions, subject to prescribed limits, while allowing for the listing of certain foreign ETFs and feeder ETFs. These measures enhance investment diversity and broaden access to international markets through regulated channels.ConclusionThe CMA’s introduction of a dedicated regulatory framework for Exchange Traded Funds marks a significant advancement in Kuwait’s capital market development. By providing a modern, transparent, and liquid investment product, the framework broadens investment opportunities for market participants while enhancing market efficiency and competitiveness.Authors: Mohammed Al Awadhi, Partner and Ahmed AlBuaijan, Trainee Lawyer

Competition Enforcement in the UAE: From Framework to Action

Kuwait's New Digital Commerce Law: What Businesses Need to Know

Kuwait has taken a landmark step forward in establishing a comprehensive legal framework for its rapidly expanding digital commerce sector. On 1 March 2026, Decree-Law No. 10 of 2026 (the "Law") was published in the Kuwait Official Gazette, introducing a sweeping regulatory regime that touches virtually every aspect of online commerce-from platform registration and consumer protection to influencer marketing and blockchain technology.For businesses operating in or eyeing entry into Kuwait's digital marketplace, this legislation represents both a challenge and an opportunity: a challenge to align operations with rigorous new compliance standards, and an opportunity to build consumer trust in an increasingly regulated and transparent market.The Law forms a cornerstone of Kuwait's Vision 2035 strategy, which aims to accelerate digital transformation and sustainable economic development. With e-commerce penetration rising sharply across the Gulf region, Kuwait has joined its GCC neighbors in codifying rules that balance innovation incentives with robust consumer safeguards.Who Does This Law Apply To?The Law, under Article 2, regulates the digital commerce sector within Kuwait. It covers any activity-whether conducted fully or partially through electronic means-that involves dealing in goods, providing services, advertising, or exchanging data. Crucially, this includes social media platforms used for commercial purposes. Article 3 mandates that all persons must register with the Ministry of Commerce and Industry before engaging in any digital commerce activity-a requirement that will have significant implications for the thousands of small and medium enterprises currently operating informally through social media channels.What Are Providers Required to Disclose?Transparency lies at the heart of the new regulatory architecture. Article 10 requires providers to display prominently on their platforms: their name or trade name, registration number, and comprehensive contact information (including email, phone numbers, and website links).Article 11 mandates clear and accessible contract terms covering: (i) product or service descriptions; (ii) final pricing inclusive of any additional fees such as delivery charges; (iii) accepted payment methods; (iv) delivery arrangements and execution timelines; (v) validity periods for promotional offers or discounted prices; and (vi) return and exchange policies.Once a transaction is concluded, Article 12 requires providers to issue an electronic invoice in Arabic (with the option to include additional languages). The invoice must specify the price, all fees and total amount, delivery date and location, and payment method used. For disputes, Article 13 requires providers to establish and maintain transparent and effective complaints mechanisms, with records retained for a minimum of six months.Consumer Rights: The 14-Day Withdrawal WindowConsumer protection provisions are among the Law's most consequential features. Article 17 grants consumers a 14-day cooling-off period from receipt of any product, during which they may withdraw from the contract, return the product, and obtain a full refund via the original payment method (or another agreed method)-provided the product is returned in its original condition and at no additional cost to the consumer.However, for precious metals and high-value items-to be specified by subsequent ministerial decision-this withdrawal window contracts dramatically to just 24 hours from receipt. Businesses dealing in luxury goods, jewelry, or precious commodities should monitor these ministerial determinations closely.Article 17 also carves out several exceptions where the right of return does not apply: products already used by the consumer; items manufactured to the consumer's specifications; perishable goods or products that expire within a short period; services related to accommodation, transport, food, or entertainment provided on a specific date or period; software or digital products where download has been completed; digital or electronic cards where the activation code has been delivered (regardless of whether used); and other cases to be specified by implementing regulations.Advertising and Influencer Rules: A New Era of AccountabilityThe Law introduces stringent requirements for digital advertising. Article 18 mandates that all advertisements include the provider's name and product/service price, a clear and accurate description, and contact details (with an exception for advertisements through registered social media accounts linking to the provider's official profile containing all required information).Article 19 prohibits advertisements containing false, misleading, or deceptive statements; content contrary to public order or morals; counterfeit trademarks or imagery used without legal authorization; or any language that could directly or indirectly mislead consumers.Influencer marketing receives particularly detailed treatment under Article 23. Providers utilizing influencers must: retain all records, data, and agreements relating to influencers for a minimum of five years and produce them to the Ministry upon request; process all influencer payments through verifiable payment methods compliant with anti-money laundering standards and Central Bank regulations; and refrain from engaging influencers in promotional campaigns involving consumer deception or financial regulation evasion.Emerging Technologies and the Regulatory SandboxThe Law takes a notably forward-looking approach to emerging technologies. Article 30 permits providers to utilize modern technologies such as blockchain and smart contracts in managing consumer transactions, subject to rules to be established in the implementing regulations.Article 31 introduces a "regulatory sandbox" mechanism. Entrepreneurs wishing to launch innovative products, services, or business models not covered by existing legislation may apply to the Ministry for permission to operate within a supervised experimental environment. The Ministry may establish a production-oriented testing environment with limited scope, allowing commercial operation under Ministry supervision while ensuring consumer protection, cybersecurity, and financial transaction integrity. Successful innovations may subsequently be recommended for integration into Kuwait's formal legal framework.Cybersecurity and PaymentsCybersecurity obligations receive explicit attention under Article 32, which requires providers to apply cybersecurity standards in force within Kuwait (as established by the National Cybersecurity Centre) and to periodically update their data protection systems to address emerging cyber threats.On the payments front, Article 28 mandates that providers offer electronic payment options that are simple, transparent, and non-discriminatory, in accordance with Central Bank of Kuwait directives. Critically, providers may only engage payment service providers licensed by the Central Bank-a requirement designed to ensure the integrity and security of consumer financial transactions. Penalties: Real Consequences for Non-ComplianceThe Law carries meaningful enforcement mechanisms. Article 39 prescribes penalties of imprisonment for up to one year and/or fines ranging from KD 1,000 to KD 10,000 for violations of key provisions-including Articles 3, 15, 23, 24, 25, 26, 28, 31, and 32. The same penalties apply to those who submit false data or forged documents for registration, offer unlawful or public-order-violating products or services, or fail to comply with Dispute Settlement Committee decisions.Repeat offenders face doubled penalties, and under Article 40, courts may order confiscation of tools used in commission of offenses and any proceeds derived therefrom.Notably, Article 41 extends liability to the person responsible for the actual management of a corporate entity if they had knowledge of the violation and their failure to fulfill their duties contributed to its occurrence, or if they derived personal benefit. The corporate entity itself remains jointly liable for any financial penalties and compensation.Article 42 permits settlement of criminal offenses under the Law prior to final judgment, pursuant to a decision by the Ministry Undersecretary-offering a potential off-ramp for businesses that identify and address compliance failures promptly.What Happens Next?Decree-Law No. 10 of 2026 marks a transformational moment for digital commerce in Kuwait. Article 44 requires the Minister to issue the implementing regulations within one year from the date of publication in the Official Gazette. Under Article 45, the Law will take effect one month after the implementing regulations are published-meaning the precise enforcement timeline remains to be determined.Businesses should not wait for the implementing regulations to begin compliance preparations. The Law's core obligations-registration requirements, transparency disclosures, consumer return policies, advertising compliance, influencer documentation, and cybersecurity measures-are already clearly articulated.Companies currently operating digital platforms in Kuwait, or planning market entry, should conduct comprehensive gap analyses against the new requirements and begin developing the necessary policies, documentation, and technical infrastructure.For businesses utilizing influencers, the five-year record-keeping requirements and payment traceability mandates will require careful review of existing commercial arrangements. Those interested in emerging technologies such as blockchain or smart contracts should monitor the regulatory sandbox provisions closely.Importantly, given the prevalence of social media-driven commerce in Kuwait, businesses selling through platforms like Instagram, Snapchat, TikTok, and X (formerly Twitter) must pay particular attention to the registration and advertising requirements. Informal commercial activity through unregistered social media accounts will no longer be permissible.Given the penalties for non-compliance-including potential imprisonment and substantial fines-early and thorough preparation is not merely advisable; it is essential.Authors: Asad Ahmad, Partner and Liana Rashid, Trainee Lawyer

Kuwait Adopts the Updated Wafid Programme Regulations

Anti-Competitive Practices in the UAE: A Market Under Increasing Scrutiny

Competition Enforcement in the UAE: From Framework to ActionThe UAE has progressively strengthened its competition and consumer protection enforcement apparatus. As the country continues to attract foreign investment and consolidate its position as a preeminent global commercial hub, regulators have intensified their focus on actual market conduct—rather than formal compliance structures alone. For businesses, this evolution signals that competition compliance can no longer be treated as a dormant policy document. For consumers, it portends heightened regulatory scrutiny of pricing anomalies and supply disruptions affecting essential goods.The legislative cornerstone of this regime is Federal Decree-Law No. 36 of 2023 Regarding Regulating Competition (the “Competition Law”), which operates in tandem with the consumer protection framework established under Federal Decree-Law No. 5 of 2023 on Consumer Protection and its Executive Regulation (Cabinet Resolution No. 66 of 2023). Collectively, these instruments are designed to ensure the proper functioning of markets, with particular emphasis on conduct in sectors that directly affect household welfare.What Are Anti-Competitive Practices in the UAE?Anti-competitive practices comprise conduct that restricts, distorts, or otherwise undermines the competitive process. While such conduct may not always be immediately apparent, its effects typically manifest in observable market phenomena: parallel pricing movements, anomalous supply constraints, or diminished consumer choice. Over time, these distortions translate into tangible consumer harm—elevated prices, degraded quality, suppressed innovation, and reduced market options.This explains why competition enforcement is not merely a theoretical exercise. When staple commodities experience price increases that cannot be attributed to demonstrable cost pressures or supply constraints, regulators will invariably investigate whether such movements reflect genuine market forces—or whether coordination, exclusionary conduct, or the exploitation of market power has distorted competitive outcomes.Under the Competition Law, enforcement attention centers on three principal categories of concern: (i) restrictive agreements, including horizontal collusion among competitors; (ii) abuse of dominance by undertakings possessing substantial market power; and (iii) economic concentrations—mergers, acquisitions, and similar transactions—that may substantially lessen competition absent appropriate regulatory assessment.Key Prohibited Conduct Under the Competition LawEnforcement activity under the Competition Law typically concentrates on two principal areas of concern.The first is competitor coordination—whether through explicit agreement or tacit understanding—that has the object or effect of manipulating prices, restricting output, allocating customers or geographic territories, or otherwise producing market outcomes that genuine competition would not yield. Such arrangements may be effected through direct communication, intermediaries, or the exchange of competitively sensitive information.The second is abuse of dominance, wherein an undertaking holding a dominant market position leverages that position to foreclose competitors, erect barriers to entry, or otherwise engage in conduct that impairs the ability of rivals to compete on the merits. Common manifestations include predatory pricing, exclusionary rebate structures, refusals to deal, and tying or bundling arrangements designed to extend market power into adjacent markets.Additionally, the Competition Law addresses structural competition concerns through the regulation of “economic concentrations.” Transactions meeting applicable jurisdictional thresholds require notification to, and clearance from, the competent authority prior to implementation. The relevant thresholds and procedural requirements are set forth in Cabinet Resolution No. 3 of 2025, which establishes the criteria for determining when a transaction constitutes a notifiable concentration.Consumer Protection Overlay: Price Increases and Market Stability MeasuresCompetition enforcement represents one dimension of market oversight. Consumer protection constitutes the complementary dimension, assuming particular salience when pricing conduct affects everyday essentials and household budgets.In enforcement practice, suspected cartel activity frequently manifests as “unexplained” price movements: increases that appear coordinated across competitors, bear no demonstrable relationship to underlying costs, or are timed to coincide with periods of heightened consumer vulnerability. Such patterns may constitute circumstantial evidence of collusion warranting further investigation.The Executive Regulation to the Consumer Protection Law establishes supplier obligations concerning pricing transparency, disclosure requirements, and regulatory intervention mechanisms that may be invoked under specified circumstances. When read in conjunction with the Competition Law, these provisions create a dual-track enforcement architecture: structural competition oversight operating alongside targeted consumer-facing controls designed to address immediate market dysfunction.Why This Matters Now: A Live Example from the Poultry MarketRecent enforcement activity in the poultry sector illustrates these principles in practice and demonstrates the practical application of the UAE’s competition enforcement framework.According to public statements and contemporaneous reporting, authorities identified conduct in the poultry market potentially constituting collusion—specifically, alleged coordination in the fixing and manipulation of poultry prices, coupled with unjustified price increases during what were characterized as exceptional market conditions. The matter was subsequently referred for further enforcement action.The significance of this enforcement activity is readily apparent: poultry constitutes a dietary staple in the UAE. When pricing in such a category is distorted through anti-competitive conduct, the consumer impact is immediate, widespread, and disproportionately borne by lower-income households. Beyond its immediate consumer welfare implications, the case provides instructive insight into regulatory enforcement priorities. Authorities will prioritize outcomes affecting household welfare, and they will subject pricing patterns suggestive of coordination to rigorous scrutiny.The case also underscores a principle that businesses occasionally underestimate: regulators are increasingly focused on market outcomes rather than formal compliance documentation. Pricing patterns exhibiting characteristics of coordination—even absent direct evidence of explicit agreement—are likely to attract investigative attention.Implications for Businesses Operating in the UAEFor undertakings operating in the UAE, enforcement actions such as the poultry-sector investigation serve as a salient reminder that routine commercial decisions can generate material competition risk—particularly in concentrated markets, during periods of pricing volatility, or where competitors maintain frequent points of contact.In practice, organizations should integrate competition compliance into routine commercial decision-making processes, with particular attention to: competitor contacts and information exchanges, including informal communications at trade association meetings, industry conferences, or social gatherings; pricing governance frameworks, especially where market conditions create pressure toward price alignment; distribution and exclusivity arrangements that may foreclose competitors or partition markets; dominance-risk assessment protocols for entities holding significant market positions; and merger and acquisition transactions or corporate restructurings that may qualify as “economic concentrations” triggering mandatory notification and clearance requirements.Critically, anti-competitive liability does not require subjective intent. Conduct may attract enforcement attention—and potentially give rise to liability—if it produces outcomes exhibiting the hallmarks of collusion, market foreclosure, or price manipulation, regardless of the parties’ stated intentions.Protecting Consumers and Market IntegrityRobust competition enforcement serves fundamental market welfare objectives: maintaining competitive pricing, incentivizing quality improvements, and fostering innovation by preserving market contestability. When competition is distorted—whether through horizontal collusion, exclusionary abuse of dominance, or anti-competitive concentrations—the resulting consumer detriment materializes rapidly, particularly in essential goods sectors where demand is relatively inelastic.This explains why enforcement interest in sectors such as poultry carries significance extending well beyond the immediate parties. At its core, competition enforcement in essential goods markets is about protecting household welfare from distorted pricing and ensuring that market dynamics reflect the outcomes of genuine competitive rivalry.Through the enactment of the Competition Law and the complementary consumer protection regime, the UAE has articulated a clear policy position: fair competition and market transparency constitute enforceable legal standards, not merely aspirational principles. Market participants should expect these standards to be actively enforced.Looking AheadThe UAE’s regulatory trajectory points toward a more sophisticated, enforcement-capable competition environment. The legal framework now provides clearer rules governing restrictive agreements, abuse of dominance, and economic concentration review, with substantive thresholds and procedural requirements that align with international best practice.For businesses, the practical imperative is to prepare proactively rather than reactively: embed competition awareness into day-to-day commercial operations through regular training and compliance protocols; establish and document legitimate, cost-based pricing rationales; provide specialized guidance to personnel who interface with competitors, whether in sales, procurement, or trade association contexts; and ensure that proposed transactions are assessed at an early stage for potential economic concentration filing obligations.For consumers and the broader economy, intensified enforcement activity—exemplified by the public scrutiny surrounding the poultry market—signals a marketplace that is expected to become progressively more transparent, more accountable, and more genuinely competitive. These developments merit close attention from all market participants.This article is for general information only and does not constitute legal advice.Authors: Asad Ahmad, Partner and Head of Antitrust & Competition and Khaled Abu Orabi, Senior Associate.

Market Definition: The Key to UAE Merger Filings

IntroductionThe UAE’s competition regulatory landscape has undergone significant evolution following the issuance of Cabinet Resolution No. (3) of 2025 (the “Cabinet Resolution”), which establishes the critical thresholds determining when undertakings must submit an application to the Ministry of Economy (the “MoE”) for approval of an economic concentration under Federal Decree‑Law No. (36) of 2023 Regulating Competition (the “Competition Law”).While the Cabinet Resolution provides welcome certainty regarding the quantitative thresholds that trigger a mandatory filing, practical complexities remain-particularly for transactions involving corporate groups active across multiple product markets. A key challenge arises where a corporate entity operates several distinct business lines: parties must carefully assess which revenues properly fall within the relevant market for purposes of the statutory thresholds, and whether the transaction materially affects competition in one or more relevant markets in the UAE.The Relevant Thresholds Under Cabinet Resolution No. (3) of 2025Under Article 3 of the Cabinet Resolution, the minimum thresholds for submitting an application in respect of an economic concentration are met if either of the following conditions applies in the relevant market, within the State, during the last fiscal year: (i) the total value of annual sales of the concerned undertakings exceeds AED 300 million, or (ii) the total share of the concerned undertakings exceeds 40% of the total transactions in the relevant market.Article 12(1) of the Competition Law frames this obligation in the context of completing economic concentration operations that would affect the level of competition in the relevant market-particularly those that create or strengthen a dominant position-where either of the two threshold conditions is met.Because both thresholds are expressed by reference to the relevant market “within the State," the assessment focuses on UAE sales and UAE transaction shares in the relevant market(s) implicated by the transaction, rather than worldwide revenues. Notably, under Article 3 of the Competition Law, the law also applies to economic activities practiced outside the State to the extent they affect competition within the State-underscoring the extraterritorial reach of the UAE's merger control regime. “Notification” as an Approval Application and Key Timing ConsequencesAlthough merger control filings are often described colloquially as “notifications," it is important to understand that the Competition Law requires the relevant undertakings to submit a formal application to the MoE at least ninety (90) days prior to completion where the threshold conditions are met. It’s important to note that this timeline is not strictly implemented in practice by the MoE.Article 13(2) of the Competition Law provides that the MoE must issue its decision on the application within ninety (90) days from the date of receiving the complete application meeting the required conditions, with the option to extend this period once for an additional forty-five (45) days by decision of the Minister. Importantly, if no decision is issued within the applicable period, the economic concentration is deemed rejected-a strict deadline that parties must factor into their transaction planning.Critically for transaction planning, Article 13(2) of the Competition Law also imposes a standstill obligation: once an application is submitted, the relevant undertakings must not perform any acts or procedures to complete the concentration (or any part of it) until the MoE issues its decision. In addition, Article 14 of the Competition Law provides for interruption of the review time limits in certain circumstances, including where the MoE requests additional information or documents related to the economic concentration, or when a stakeholder files an appeal.Why the Relevant Market Definition Matters (Product and Geographic Scope)The Competition Law defines the “relevant market” by reference to two distinct elements: the relevant product market and the relevant geographic area. Relevant products comprise goods or services that are regarded, by reason of their prices, characteristics, and intended use, as interchangeable or substitutable in terms of meeting a certain need of consumers. The relevant geographic area is defined as the physical or digital place where the supply and demand of a product or service converge and where the conditions of competition are similar or homogeneous.These definitions are pivotal in the merger control context because the Cabinet Resolution’s thresholds are applied by reference to the relevant market in the UAE, rather than by reference to a group’s aggregate UAE revenues across unrelated activities. Getting the market definition right can make the difference between a mandatory filing and a transaction that falls below the thresholds.Implications for Transactions Involving Multiple Product MarketsIn practice, many corporate groups operate across several distinct product markets-spanning diversified portfolios and vertically related activities. Where a transaction potentially affects more than one relevant market, the prudent approach is to identify each potentially affected relevant market and assess, for each such market separately, whether the Cabinet Resolution’s thresholds are met “within the State.”For diversified groups, this generally means that the turnover (annual sales value) relevant to the AED 300 million test is the turnover attributable to each relevant market in the UAE, assessed separately, rather than total turnover aggregated across all business activities irrespective of market definition. Similarly, the 40% market share test requires assessing the parties’ combined share of total transactions in the relevant market in the UAE.Parties should also bear in mind that “undertaking” is defined broadly under the Competition Law. Article 1 defines an undertaking to include any person (natural or legal) that engages in an economic activity, its “associated person," or any association of such persons, regardless of legal form. This broad definition can significantly affect how the “concerned undertakings” are identified for purposes of the filing analysis. Practical Considerations for Transaction PlanningFrom a transaction management perspective, parties should treat the UAE merger control analysis as a critical workstream that can materially affect both timetable and closing mechanics. Where the thresholds may be met, the statutory framework imposes the following timeline requirements: the application must be submitted at least ninety (90) days before completion, followed by the MoE's review period of ninety (90) days (extendable by forty-five (45) days), during which the standstill obligation remains in effect pending the MoE’s decision.Parties should also carefully consider the enforcement risks for non-compliance. Under Article 25 of the Competition Law, violating the application requirement in Article 12 carries a fine of not less than 2% and not more than 10% of the annual total sales or service revenue subject to the violation realized by the undertaking in the State during the last fiscal year (or, where such amount cannot be computed, a fine between AED 500,000 and AED 5 million). Separately, under Article 26, violating the standstill obligation in Article 13(2) carries a fine of not less than AED 50,000 and not more than AED 500,000. ConclusionAs the UAE's merger control framework continues to mature, the question of whether a filing is required increasingly turns on careful identification of the relevant market(s) implicated by the transaction and the proper attribution of UAE sales and transaction shares to those market definitions. The Cabinet Resolution’s thresholds-AED 300 million in annual sales or a combined 40% market share-are applied by reference to the relevant market within the State, rather than by reference to aggregate global turnover.For multi-market transactions, parties should avoid the assumption that a single, group-wide turnover figure will conclusively determine the question of filing in all cases. A structured assessment-one that carefully examines the relevant market definitions, the parties’ activities within those markets in the UAE, and the statutory timing and standstill consequences-can materially reduce regulatory uncertainty and support efficient transaction execution.For further guidance on UAE merger control thresholds or assistance with transaction-specific competition assessments, please contact the Antitrust & Competition team at GLA & Co.Authors: Asad Ahmad, Partner , Khaled Abu Orabi, Senior Associate, Khaled Al Khashab, Associate.

UAE Merger Control Goes Live: What Dealmakers Need to Know About the New Executive Regulations

Qatar’s Movable Collateral Registry Explained: Legal Framework and Practical Insights

Small and medium-sized enterprises (SMEs) often struggle to secure credit due to a lack of real estate, securities and other easily securitized assets. Recognizing this limitation, the State of Qatar recently established a modern, centralized Movable Collateral Registry to diversify the range of acceptable security interests, reshaping the credit landscape in the country. This article reviews the legal foundation and operational procedures of the Qatar Movable Collateral Registry (“MCR”), administered by the Qatar Central Securities Depository, commonly known as Edaa (“Edaa” or “QCSD”). We also highlight a highly valuable practical precedent from our experience: the successful cross-border use of this mainland registry by a foreign lender/pledgee, on the one hand, and a borrower/pledgor registered in the Qatar Free Zones (“QFZ”), on the other hand. Governing Laws: The Regulatory Shift The mechanism for securing interests in non-real estate property is primarily governed by Law No. 16 of 2021 on the Regulation of Pledge over Movable Assets (the “MCR Law”), as well as Decision No. 1 of 2022 of the Qatar Central Bank Governor on the Procedures for Regulating the MCR (the “QCB Governor Decision”). This transformative piece of legislation provides a comprehensive, transparent framework for creditors, or secured parties, to formalize their claims over a debtor’s movable assets. The law’s objective is twofold: to provide certainty for lenders, and to allow borrowers to leverage the full value of their operating assets. The Administrator: Edaa’s Role Edaa is a financial company licensed by Qatar Financial Market Authority. It provides services such as clearing, safekeeping, settlement of securities and other financial instruments listed on the Qatar Exchange. Under article 6 of the MCR Law, Edaa is designated as the implementing platform for the registration and publication of security rights over movables, ensuring creditor protection and maintaining a central searchable public database of such interests. Edaa oversees the operational administration and supervision of the MCR. What is MCR and What Movable Assets Could Be Registered? The MCR is an electronic public database that contains information on security interests over movable property. Pursuant to article 3 of the MCR Law, movable collateral is a broad category encompassing virtually all assets not classified as land or buildings, such as: Inventory and raw materials Machinery and equipment Accounts receivable (invoices owed to the debtor) Contractual rights and intellectual property Agricultural crops, animals, and their products Bonds and negotiable instruments, including commercial instruments and bank deposit certificates. The Purpose/ Function of the MCR The primary purpose of the MCR is to enhance market transparency by allowing pledgees to access information via MCR website and verify whether a particular asset has already been pledged. Article 3(2) of the QCB Governor Decision allows a pledgee to simply “search” the MCR database to confirm that an asset is not already encumbered by a security right over it to a former pledgee. This boosts lender confidence and mitigates risk. Ultimately, the MCR strengthens the infrastructure of financial instruments in the Qatari market, positioning Qatar as an attractive regional and global financial hub. Registration and Perfection For diligent lenders, the registration process is ideally preceded by searching the MCR database to confirm the absence of any prior registrations on the intended movable asset. To make a security interest legally effective and enforceable against third parties, the following steps are required: Execution of the Security Agreement: The debtor (pledgor) and the secured party (pledgee) must execute a definitive pledge over movables agreement in writing, clearly outlining the assets being pledged. Open a User Account in the MCR Portal: Pledgee (acting directly or through its representative) must register as “user” in the MCR system, accepting the Edaa general terms, paying the required deposit, and providing required identification documents. Once approved, the user obtains access to the MCR services. Submission of the Registration Request: The pledgee or the pledgor must then electronically submit a registration request via the Edaa platform, detailing the relevant parties and the pledged movable asset description. Under article 6 of the MCR Law, the pledgee is responsible for the registration fees, unless otherwise agreed. Issuance of a Registration Certificate: Upon completion, the MCR issues an electronic certificate confirming the registration of the security interest. Legal Effect and Priority: First-to-register Principle Upon registration, the pledge becomes public and enforceable against third parties. Qatar follows the “first-to-register” principle. Under article 16 of the MCR Law, priority between competing security rights is determined primarily by the date of registration in the MCR. A secured creditor who registers its security interest first will generally have superior priority in the collateral and its proceeds, regardless of when the underlying debt was granted. Enforcement Rights In case a pledgee wishes to enforce the pledge, articles 27 and 29 of the MCR Law provide that a pledgee may enforce the pledge upon default through: Contractual Enforcement: After notice to the Pledgor, by sale at a public auction; or Judicial Enforcement: By application to the judge sitting in the executions circuit. Can QFZ Entities’ Assets Be Registered in the MCR? The MCR is a state-wide register for pledges over movable assets in the entirety of Qatar. Though there is no explicit carveout in the law excluding QFZ, some might assume that the assets of the entities registered with the Qatar Free Zones Authority (“QFZA”) may not be pledged in the MCR. This is complicated by the fact that the QFZA issued “the Collateral and Security Regulations” on 16 December 2020, which outlines the intent to establish a separate, dedicated movable collateral registry for the Free Zones created and maintained by the QFZA, accompanied by an FAQ Guide, which serves as supplementary guide to the regulations. However, there is currently no evidence that such QFZ register is in force yet. In all cases, article 40 of Law No. 34 of 2005 on Free Zones as amended by Decree Law No. 21 of 2017 and Law No. 15 of 2021 provide that “Save for what is inconsistent with the provisions of this Law and the Regulations, all the laws, Regulations, and civil rules applicable in the State will be applied to the Free Zones.” Based on our firm’s successful precedent, we confirm that QFZ-registered entities can and should register their movable assets as collateral in the MCR. We believe this principle should equally apply to Qatar’s other sub-jurisdictions, such as the Qatar Financial Centre and the Qatar Science and Technology Park (QSTP). Conclusion The MCR represents a major step forward for financing in Qatar. By allowing movable assets to be pledged as security, it provides lenders with clear, enforceable rights while enabling borrowers to unlock the value of their operational assets. The registry is transparent, centralized, and accessible through Edaa, ensuring confidence for all market participants. GLA is a member of the MCR and has successfully registered a security interest over movable collateral on behalf of one of its clients. Recommendations Creditors and borrowers should actively utilize the MCR to register and search for pledges, ensuring priority and reducing risk. Further, QFZ-registered entities should register their movable assets in the mainland MCR to benefit from the same protection as mainland entities. Lastly, policymakers and stakeholders should continue to raise awareness of the MCR’s benefits to encourage wider adoption and improve market efficiency. Authors: Maryam Tarek, Dean Jaloudi, Ashraf Hendi

The UAE’s 2025 Overhaul of the Commercial Companies Law: What companies Need to Know

Federal Decree-Law No. 20 of 2025 introduces a wide-ranging set of amendments to the Commercial Companies Law (Federal Decree-Law No. 32 of 2021). The reforms clarify the interface between onshore and free-zone regimes, strengthen the legal framework for investment and governance, and provide greater flexibility in corporate structuring and capital arrangements. While free-zone entities remain subject to their own regulatory rules, the amendments bring the UAE’s corporate environment closer to international standards and enhance its usability for investors, founders and multinational groups operating in or from the UAE. This overview highlights the key changes and their practical implications for companies active in the UAE. 1) Clearer Scope Across Onshore, Free Zone and Foreign Companies The law now provides more explicit guidance on how it applies to foreign companies with a UAE presence and to free zone entities conducting activities outside their zone. Free zone companies continue to be governed by their own regulatory frameworks within the boundaries of the free zone; however, when they carry out activities in the mainland—whether through a branch, representative office, or otherwise—they must comply with the Commercial Companies Law and other applicable federal legislation. The amendments also confirm that free zone companies are considered UAE juridical persons for the purposes of UAE law. This clarification reduces long-standing uncertainty in cross-border structuring and offers greater predictability for groups operating across both mainland and free zone jurisdictions. 2) Introducing Non-Profit Companies For the first time, UAE company law expressly recognises non-profit companies. These entities must reinvest all revenues to advance their stated objectives and are prohibited from distributing profits to shareholders or partners. Detailed rules on their governance, permitted activities, licensing requirements and any regulatory exemptions will be issued at Cabinet level. Once implemented, this framework will provide a purpose-built legal vehicle for philanthropic, cultural, community and social initiatives, offering greater clarity and legitimacy for organisations pursuing non-commercial purposes in the UAE. 3) Common-Law Style Shareholder Rights Embedded in LLCs and PJSCs The amendments introduce statutory recognition of drag-along and tag-along rights for limited liability companies and private joint stock companies, allowing these mechanisms to be included directly in the memorandum or articles. This enhances enforceability, reduces reliance on side agreements, and increases certainty in exit and share-transfer scenarios—particularly relevant for M&A, venture capital, private equity, and family business restructurings. The detailed conditions and procedures for exercising these rights will be clarified through implementing regulations. Succession Planning for Shares Companies and shareholders may now agree in advance on how a deceased shareholder’s interest will be dealt with. These arrangements may include priority purchase rights for remaining shareholders or, importantly, acquisition of the shares by the company itself. The valuation may be agreed with the heirs or determined by the competent court, with independent valuation experts engaged in case of dispute. While this is a welcome development that provides greater certainty in succession planning, further guidance is expected on the post-acquisition treatment of such shares—specifically whether they may be held as treasury shares, cancelled, or reissued to third parties. 4) Greater Share Class Flexibility for LLCs Mainland LLCs can now issue multiple classes of shares with different voting, dividend, liquidation, redemption, and other rights. This represents a significant modernization that brings UAE practice closer to international standards commonly used in growth equity and venture financing. Cabinet-issued rules are expected to clarify the precise parameters, but the policy direction is clear: private companies now have the flexibility to structure their capital in line with strategic objectives. 5) In-Kind Capital Contributions The law reinforces the ability to make in-kind contributions to LLC capital, provided that , among other things ,such contributions are valued by one or more accredited valuers. If an accredited valuation is not obtained, the in-kind contribution will be considered invalid. This approach balances flexibility—particularly relevant for asset-intensive and technology-driven businesses—with safeguards against inflated or subjective valuations. 6) Private Placements by Private Joint Stock Companies Private joint stock companies may now raise capital through private placements within UAE financial markets, subject to the procedures and conditions set by the Securities and Commodities Authority. A private placement allows a company to sell shares or other securities directly to a limited group of investors—such as institutional investors or high-net-worth individuals—rather than through a public offering. This closes a historical gap in the fundraising pathway, enabling issuers to access domestic capital efficiently without relying on offshore structures or parallel vehicles. 7) Governance Continuity and Deadlock Solutions The amendments address day-to-day governance challenges that often arise in closely held entities. A manager’s resignation becomes effective after 30 days if the company takes no action, unless otherwise agreed. Companies must notify the competent authority when a manager’s term expires and appoint a successor within 30 days. Boards may continue to operate for up to six months after their term lapses to maintain operational continuity. If shareholders fail to appoint a new board, the competent authority may appoint directors who are not shareholders. This provides a practical mechanism to resolve deadlocks and restore functionality through a neutral or independent board composition. 8) A Unified Framework for Re-Domiciliation (Migration/Continuation) Perhaps the most transformative change is the introduction of a statutory framework for corporate migration (continuation) that preserves a company’s legal identity, contractual continuity, and corporate history. Companies can now re-domicile from foreign jurisdictions into the UAE, between mainland authorities, from mainland to free zones (including financial free zones) and vice versa, as well as between different free zones. This flexibility is subject to shareholder approval (typically via a special resolution or other prescribed majority), compatibility between registries, absence of prohibitive annotations or blocks, approvals from the relevant licensing authorities (and the Ministry of Economy or Securities and Commodities Authority where applicable), and compliance with the necessary publication and disclosure requirements. For regional groups and multinationals, this creates a powerful tool to realign licensing, tax, governance, and operational structures without the need for liquidation or reincorporation. Practical Implications for Companies The 2025 amendments reflect a deliberate shift toward a more adaptable, investor-friendly regime that builds on the UAE’s strengths in regulatory clarity. The ability to issue multiple share classes, embed drag-along and tag-along rights, structure thoughtful succession mechanisms, conduct private placements, and re-domicile across jurisdictions will simplify corporate life cycles and support more sophisticated capital formation. Companies operating across the mainland–free zone divide will benefit from clearer rules, while mission-driven organisations will finally have a fit-for-purpose legal vehicle for non-profit activities. The net effect is enhanced certainty for transactions and governance, fewer structural workarounds, and closer alignment with international practices. The UAE continues to position itself as a jurisdiction capable of hosting complex cross-border operations while maintaining the stability that underpins long-term investment and growth. Authors: Suzanne Hashem, Legal Director and Khaled Abu Orabi, Senior Associate

Qatar Opens the Door to Office-Free E-Commerce Businesses

For decades, establishing a commercial presence in Qatar meant one thing as a prerequisite: a physical office. Securing a lease was as fundamental to business setup as obtaining a commercial registration. That landscape has now materially shifted.On 4 March 2026, Qatar's Ministry of Commerce and Industry (“MOCI”) issued Ministerial Decision No. 25 of 2026 (the “Decision”), which came into force on 16 March 2026 following publication in the Official Gazette. The Decision introduces a dedicated licensing framework allowing certain commercial activities to be conducted exclusively through digital platforms — without the requirement to maintain physical commercial premises. This is a significant regulatory development for entrepreneurs, SMEs, and international businesses eyeing the Qatari market.The framework establishes a mandatory e-commerce license for businesses operating through websites, social media channels, or other digital platforms. Crucially, the term "website" is defined broadly under the Decision to encompass any technology-based system facilitating communications or transactions between parties — meaning platforms ranging from dedicated e-commerce sites to Instagram storefronts may fall within scope.Permitted activities under the framework will be determined by a MOCI-approved list, subject to ministerial sign-off and publication on the Ministry's website. Businesses may not conduct eligible activities digitally without first obtaining the e-commerce license and paying the applicable fees. Where a business operates across multiple platforms, a separate license must be obtained for each.The Decision carries meaningful compliance obligations. Licensed operators must ensure their platforms display commercial registration and license numbers, customer service contact details, product and service descriptions, return and exchange policies, and consumer complaint mechanisms. Electronic payment options must also be made available. Regulators have been deliberate in signaling that operating online does not diminish accountability to consumers.Businesses and advisors should note several important initial questions the Decision leaves open. The framework ostensibly applies only to MOCI-registered entities. Businesses established within the Qatar Financial Centre (“QFC”), Media City Qatar (“MCQ”), or other free zones likely fall outside its direct scope. Additionally, the Decision expressly excludes personal-use transactions that do not involve commercial quantities.It is important to contextualize this Decision, as it did not emerge in isolation. Qatar's Cabinet gave in-principle approval to the concept as far back as January 2025, signaling the government's intent to formalize digital commerce regulation as part of the broader MOCI Strategy 2024–2030 targeting full-service digitalization and a more competitive, investor-friendly business environment. The framework sits alongside a series of recent e-service expansions, including the ability for investors to obtain many government services digitally. This digital transformation, along with a number of other pro-investor initiatives (notably the expansion of commercial activities eligible for 100% foreign ownership), have resulted in making Qatar a globally competitive business environment for foreign investors.For businesses currently selling via social media or digital platforms without a formal license, this Decision brings both an opportunity and an obligation, which is to formalize your operations or risk non-compliance. For those considering entering the Qatari market without the overhead of a physical establishment, the framework offers a new and meaningful pathway. Either way, careful analysis of which activities qualify, which platforms require separate licensing, and how consumer disclosure obligations apply to your model will be essential.Our team advises clients across the GCC on commercial licensing, digital regulatory compliance, and market entry strategy. If you would like to understand how Ministerial Decision No. 25 of 2026 applies to your business, please do not hesitate to reach out.Authors: Dean Jaloudi, Partner, Head of Doha Office and Jehan Saleh, Associate.

Kuwait’s New Notarization Law: Modernizing Powers of Attorney and Ending Indefinite Validity

Kuwait has taken a significant leap toward modernizing its notarization system with the issuance of Decree Law No. 147 of 2025, which amends provisions of Law No. 10 of 2020 on notarization. The new law unveils structural reforms that impact how a power of attorney (POA) is granted, renewed, and authenticated in Kuwait. This legislative update doesn’t just strengthen but also shifts the country to align with global best practices in documentation and E-governance. The reform aims to reduce miss use of indefinite authorizations while ensuring periodic verification of representation rights and accelerating Kuwait’s transition toward digital legal services. The Key Changes Include A five-year limit on the validity of all new Powers of Attorney. The automatic expiration of pre-existing POAs within two years. The formal recognition of electronic signatures as legally binding and enforceable. The Decree applies to the following All new Power of attorneys Existing notarized powers executed before the decree’s issuance, which remain valid for only two years from the date the law takes effect. Electronic notarization systems approved by the Ministry of Justice and related government entities. After the expiry of the transitional two-year period, any old power of attorney not renewed in accordance with the new law will automatically lose validity. Key Legal additions under Article 2 of the Decree Article 2 of Decree Law No 147 of 2025 adds two new articles to Law 10 of 2020 which are Article 5 bis and Article 9 bis which represent the foundation of the reform. Article 5 bis states that “Except for commercial agencies and any agencies exempted by decision of the Minister of Justice, a power of attorney shall be valid for five (5) years unless a shorter term is agreed or the agency terminates for another reason. The notarization shall specify the expiry date. The expiration of the notarization period shall not affect the validity of the agency between the parties”. This addition is designated to prevent endless delegation of authority and ensure that representation rights are periodically renewed reducing outdated authorizations. While Article 9 states that “The concerned parties or their representatives may appear before the notary in person, through the accredited electronic system, or by visual connection using modern or electronic means. The implementing regulation shall prescribe the procedures for each case, determine when personal attendance is required or remote appearance permitted, and regulate the manner of recording and evidencing such notarizations in the official registers and all other related provisions”. This addition established legal infrastructure for full digital notarization, in line with Kuwait’s shift toward online government services and paperless documentation. Why legal practitioners should take note The reform closes loopholes created by issuing lifetime power of attorney. Clients can now sign and validate documents remotely through secure electronic systems. Lawyers and companies must review and renew all existing power of attorney before the two-year deadline. Firms that adapt early can guide clients through renewals, reducing risk exposure and maintaining validity of representation. Conclusion The introduction of Decree law No.147 of 2025 marks a pivotal moment in Kuwait’s notarization framework. By limiting the duration of Powers of Attorney, mandating renewal and embracing electronic and remote notarization, the law stabilizes legal certainty with technological progress. These amendments especially the additions to article 2 promote accountability and prevent misuse of indefinite authorizations and modernize how legal documents are executed and authenticated. Critically, these reforms are set to significantly streamline national projects across Kuwait by fostering greater efficiency and transparency in legal processes. This digital transformation directly supports the ambitious objectives of Kuwait Vision 2035, positioning the country as a leader in digital legal services and contributing to sustainable economic development. For practitioners the reform presents an opportunity to lead clients into an era of digital security and transparent documentation aligning with the nation’s strategic future. Authors: Asad Ahmad, Legal director and Ahmed Al Buaijan, Trainee Lawyer

A New Era for Arbitration in Saudi Arabia: Key Insights from the Draft Arbitration Law

The Kingdom of Saudi Arabia has taken a significant step forward in reshaping its arbitration landscape with the release of the Draft Arbitration Law. This development reflects Riyadh’s broader ambitions under Vision 2030 to become a hub for commerce, dispute resolution, and foreign investment in the Middle East. For businesses, investors, and practitioners alike, the law represents a modern, comprehensive framework designed to align with international standards while respecting Saudi Arabia’s unique legal identity rooted in Sharia principles. Modernization and International Alignment The Draft Arbitration Law streamlines procedures and introduces clearer definitions, greater flexibility for parties, and stronger enforcement mechanisms. Importantly, it applies not only to domestic arbitration seated in the Kingdom but also to international commercial arbitration with a Saudi nexus, should the parties agree. This dual scope underscores Saudi Arabia’s desire to attract cross-border commerce and investment by assuring international parties that arbitration proceedings will meet global best practices. Provisions governing interim measures, electronic communications, virtual hearings, and enforcement of awards demonstrate a clear effort to align with UNCITRAL standards while retaining a distinctly Saudi character. Key Highlights Arbitration Agreement: The law recognizes electronic formats and digital signatures, broadening access in today’s digital economy. Tribunal Composition: Arbitrators must have full legal capacity, but there are no restrictions on nationality unless parties agree otherwise, widening the pool of expertise available. Procedural Flexibility: Parties may select their own procedural rules, including institutional rules, provided they do not contravene Sharia and provides for virtual hearings and electronic submissions. This allows alignment with leading international arbitration centers. Interim and Conservatory Measures: For the first time, tribunals can order measures to preserve assets, maintain status quo, or secure evidence. Courts are empowered to enforce these measures quickly. Finality of Awards: Awards are binding and enforceable, with annulment limited to narrow grounds, such as violation of Sharia or public policy, improper tribunal formation, or incapacity of a party. Enforcement: Awards have the same res judicata effect as court judgments, subject to verification by Saudi courts. Certified Arabic translations are required for awards in other languages. A Balancing Act: Modern Standards and Local Identity The Draft Arbitration Law reflects a careful balance between international norms and domestic legal principles. While inspired by global models such as the UNCITRAL Model Law, its mandatory references to Sharia and Saudi public policy maintain continuity with the Kingdom’s legal tradition. This duality will be familiar to regional practitioners, but for international users it provides reassurance that Saudi Arabia is committed to predictability while remaining anchored in its constitutional foundations. Business Confidence and Investor Protection For multinational corporations, joint ventures, and financial institutions, arbitration is often the preferred method of dispute resolution due to its neutrality and confidentiality. The Draft Law goes a long way in addressing investor concerns around enforceability and efficiency, especially by introducing time limits for certain procedures and enabling virtual hearings. These reforms support Riyadh’s strategic goal of becoming a regional hub for finance and trade. Opportunities for the Region For the wider Middle East, the Saudi reform raises the bar. It will encourage greater consistency across jurisdictions, increase investor confidence, and may well inspire similar updates in neighboring states. Given the Kingdom’s role as the largest economy in the GCC, this legislation is likely to influence the direction of arbitration reform across the region. GLA & Co’s Perspective As a firm deeply engaged in regional arbitration, GLA & Co recognizes the importance of this draft law for the legal community and business sector. Nader Al Awadhi, Senior Partner at GLA & Co, commented: “Saudi Arabia’s Draft Arbitration Law is a milestone for the Kingdom and for the region. It brings the Kingdom’s arbitration framework closer to international standards while preserving its unique legal identity. For businesses, it provides clarity, flexibility, and—most importantly—confidence that their disputes will be resolved fairly and efficiently. At GLA & Co, we view this as a positive development that will enhance Saudi Arabia’s role as a regional leader in dispute resolution.” Conclusion The Draft Arbitration Law marks a new era for dispute resolution in Saudi Arabia. By integrating international best practices with local legal traditions, the Kingdom is signaling its readiness to host high-value commercial disputes and to strengthen its attractiveness as a global investment destination. GLA & Co will continue to monitor the progress of this law closely and provide clients with up-to-date analysis and practical guidance. As the Middle East’s leading regional law firm, we remain committed to supporting clients in navigating this evolving landscape and in harnessing the opportunities it presents.

Competition protection in Kuwait’s delivery platform sector

The rapid expansion of consumer delivery services through smart platforms and mobile applications has transformed the way goods and services reach consumers in Kuwait and the GCC as a whole. While this digital growth has enhanced convenience and market access, it has also raised significant competition concerns. In response, the Kuwait Competition Protection Agency (“CPA”) issued its Guideline Manual for the Consumer Delivery Services Sector Via Smart Platforms and Applications (2026) ("Guideline"). The Guideline establishes a comprehensive framework for platforms, product sellers, and delivery service providers operating in this market.The Guideline is grounded in Competition Protection Law No. 72 of 2020 and its implementing regulations and reflects the CPA’s increasing focus on regulating digital markets. It is intended not only as an enforcement tool but also as a preventive mechanism designed to raise awareness and promote fair competition in a sector characterized by rapid innovation and high market concentration.Purpose of the GuidelineThe primary objective of the Guideline is to create a competitive environment that protects consumers while ensuring fair treatment of market participants. It applies to digital platforms that act as intermediaries between product sellers, delivery service providers, and consumers within the State of Kuwait. The Guideline excludes traditional delivery services that operate without platform mediation, as well as producers that distribute their products exclusively through their own channels.By clarifying acceptable and prohibited practices, the CPA seeks to strike a balance between innovation and competition enforcement, particularly in a market where platforms often possess strong bargaining power over sellers and service providers.Defining the Relevant MarketA cornerstone of the Guideline is the definition of the “Relevant Market”, which is assessed in both product and geographic terms. The relevant product market consists of consumer order delivery services facilitated through smart platforms and applications, while the geographic market is limited to the territory of Kuwait. This definition is critical, as it forms the basis for evaluating whether a platform holds a dominant position and whether certain practices may restrict or distort competition.Horizontal and Coordinated PracticesThe Guideline reiterates the strict prohibition of horizontal agreements between competing platforms, sellers, or service providers. Such practices include price fixing, market allocation, limitation of production or service capacity, restricting technical development or investment, and bid-rigging. The exchange of sensitive commercial information, such as pricing and customer data, is also considered a serious infringement, even if conducted indirectly.In addition to formal horizontal agreements, the Guideline addresses coordinated practices that may arise without a formal agreement but nonetheless have the effect of restricting or distorting competition. These include parallel conduct, indirect coordination, or practices that facilitate collusion, particularly in data-driven digital markets. The CPA emphasizes that such conduct may fall within the scope of Articles 5 and 6 of the Competition Protection Law, even where no explicit arrangement can be established.Vertical Relationships Between Platforms and Market ParticipantsThe Guideline provides detailed guidance on vertical relationships between platforms and product sellers or delivery service providers. While vertical agreements are not prohibited per se, the CPA clarifies that certain practices may infringe the law where they restrict competition or exclude market participants. Key practices of concern include:Resale Price Maintenance: Directly or indirectly setting or imposing minimum resale prices.Most Favoured Nation (MFN) Clauses: Obligating sellers not to offer better prices or conditions on competing platforms or other sales channels.Exclusivity: Imposing an obligation on sellers or service providers not to deal with competing platforms.Discrimination: Applying different commissions or conditions to sellers in similar commercial positions.Self-Preferencing: Granting preferential treatment to the platform's own products or services.Product Bundling: Forcing sellers to purchase additional, unrelated products or services.Unfair Terms: Imposing unfair or commercially unjustified contractual conditions.Dominant Position and Abuse of Market PowerWhere a platform is found to hold a dominant position, the Guideline subjects its conduct to heightened scrutiny. Dominance is assessed by reference to a range of criteria, including the platform's market share compared to competitors, its order volume and capacity, financial solvency, vertical integration, efficiency of its delivery service, and the existence of barriers to market entry. The negotiation power of those dealing with the platform is also a key consideration.A dominant platform is prohibited from abusing its position in a way that restricts or prevents competition. The Guideline highlights several practices as potential abuses, such as:Predatory Pricing: Selling a service or product below its marginal or average variable cost to exclude competitors.Exclusionary Conduct: Acting to restrict market entry or exclude competitors.Discrimination: Applying dissimilar conditions to equivalent transactions with other trading parties.Refusal to Deal: Refusing to deal with a specific customer according to usual commercial terms without a legitimate reason.Tying: Making the conclusion of a contract conditional on accepting obligations unrelated to the original transaction.Legal Nature of the GuidelineFrom a legal standpoint, it is important to note that the Guideline does not constitute binding legislation in itself. Rather, it serves as an interpretive and regulatory reference reflecting the CPA’s approach to enforcing the Competition Protection Law. Nevertheless, failure to align business practices with the Guideline may be treated as an indicator of potential non-compliance during inspections or investigations conducted by the CPA.ConclusionThe CPA's Guideline for the consumer delivery services sector provides important regulatory clarity on the application of Kuwait’s competition law to digital delivery platforms. While it does not create new legal obligations, it offers practical guidance on how competition rules are expected to be applied and enforced in this rapidly evolving market.Platforms, sellers, and service providers operating in this sector are therefore encouraged to review their commercial arrangements and business practices to ensure their alignment with the Guideline, thereby reducing regulatory risk and supporting a competitive and transparent market environment. Authors: Asad Ahmad, Partner and Head of Anti Trust & Competition and Ahmad Al Buaijan, Trainee Lawyer

Gac’s Expanded Investigatory Powers: Common Antitrust Pitfalls Under The Kingdom Of Saudi Arabia’s Competition Regime

Decree-Law No. 78 of 2026 on Combating Commercial Concealment

On 2 August 2026, the State of Kuwait promulgated Decree-Law No. 78 of 2026 Concerning Combating Commercial Concealment (the "Law"). The Law represents the first standalone legislative instrument in Kuwait to criminalize commercial concealment commonly referred to as "fronting" or hidden ownership arrangements as a distinct criminal offence. The Law shall enter into force six months from the date of its publication in the Official Gazette, anticipated to be approximately February 2027. This legislative development forms part of Kuwait's broader regulatory agenda to enhance the integrity of the business environment, promote transparency, and ensure that investment is channeled through lawful and compliant structures.What Is Commercial Concealment?The Law defines "Commercial Concealment" as enabling any person whether natural or juridical to practice any economic activity that such person is prohibited from practicing pursuant to applicable laws and regulations, whether for their own account or in partnership with others, or circumventing the foreign ownership ratios prescribed by law for the purpose of enabling such persons to engage in economic activities in contravention of applicable legislation. Notably, "Economic Activity" is defined in broad terms to encompass any commercial, investment, industrial, agricultural, service, or professional activity or any activity of an economic nature — aimed at generating profit and requiring licensing from the competent authorities.The Dual Prohibition:Article 2 of the Law establishes a dual prohibition:Prohibition on unlicensed economic activity no person, whether natural or juridical, may practice any economic activity within the State of Kuwait unless duly licensed in accordance with applicable laws and regulations.Prohibition on enabling concealment it is equally prohibited to enable any person to violate the foregoing prohibition through commercial concealment, including by permitting such person to use a trade name, license, commercial register, or any other meansManagement LiabilityArticle 5 introduces a significant governance dimension by extending criminal liability to the person responsible for the actual management of a juridical person, where it is established that such person had knowledge of the violation, or where the violation occurred as a result of their breach of the duties imposed upon them by their office, or where they contributed to or facilitated its commission. Furthermore, the juridical person shall be jointly liable for the payment of any financial penalties or compensation awarded where the violation was committed by any of its employees in its name or on its behalf. This provision places directors, general managers, and officers at direct personal exposure.Whistleblower IncentiveArticle 9 provides that a non-perpetrator informant shall be granted a financial reward, determined by decision of the competent Minister, provided that such reward shall not exceed ten per cent (10%) of the value of the fines collected, where credible evidence is presented that leads to the discovery of such offences and a final conviction is rendered on the basis thereof. In the event of multiple informants, the reward shall be divided equally among them. This provision creates a meaningful financial incentive for employees, competitors, and business partners to report suspected concealment arrangements.ConclusionDecree-Law No. 78 of 2026 represents a significant legislative milestone in Kuwait's efforts to bring transparency, order, and accountability to its commercial environment. It is not an anti-foreign-investment measure; rather, it establishes a clear regulatory framework that channels investment toward lawful, transparent, and compliant structures. As the Law enters into force in early 2027, businesses and investors operating in Kuwait are strongly advised to conduct a comprehensive review of their ownership structures, agency arrangements, and operational compliance frameworks to ensure full alignment with the new requirements and to capitalize on the compliance window before enforcement commences.Authors: Alex Saleh, Managing Partner and Ahmed AlBuaijan, Associate

Kuwait Enacts Decree-Law No. 148 of 2025 Amending the Electronic Transactions Law

The State of Kuwait has enacted Decree-Law No. 148 of 2025, introducing substantial amendments to Law No. 20 of 2014 on Electronic Transactions (the Electronic Transactions Law). The reform broadens the Law’s scope and reinforces the legal recognition of electronic records, documents, signatures, and transactions across civil, commercial, administrative, and personal-status matters. It forms part of Kuwait’s wider digital-governance initiative aimed at enhancing service efficiency and reducing reliance on paper-based procedures. Under the amended framework, electronic instruments now have the same legal and evidentiary effect as their paper equivalents, provided they meet the procedural and technical requirements prescribed by law. The amendment further confirms that electronic contracts, communications, and registers are legally valid and enforceable, removing uncertainty regarding the reliability of digital documentation before courts and administrative bodies. Procedural and Technical Requirements Pursuant to Article (9) of the amended Law, an electronic document or record shall have legal effect if all of the following conditions are satisfied: It is preserved in the form in which it was created, sent, or received, or in a manner that reliably proves the accuracy of its data at the time of creation, sending, or receipt; Its contents are capable of being stored and retrieved at any time; It identifies the creator or sender and specifies the date and time of creation, sending, or receipt; and It is saved in an electronic format pursuant to the conditions and rules established by the competent supervisory authority. Similarly, Article (19) provides that an electronic signature shall be deemed a protected electronic signature if it fulfills the following requirements: The signatory can be clearly identified; The signature is uniquely linked to the signatory; The signature is created using a secure signature tool under the exclusive control of the signatory at the time of signing; and Any alteration to the data associated with the signature or its link to the signatory can be detected. The Executive regulations will further specify the detailed technical controls and standards governing these conditions. Practical Implications In practice, these reforms enable public authorities, financial institutions, and private entities to: Execute and store contracts, notices, and records entirely through electronic means; Transition toward fully digital filing and registration systems; Shorten processing timelines and reduce administrative costs; and Rely on electronic registers established by competent authorities as valid proof of rights and obligations. Compliance Considerations In light of Decree-Law No. 148 of 2025, companies should promptly align their internal practices with the new amendments. Key preparatory steps include: 1. Adopt Secure and Verifiable E-Signature Tools Ensure all e-signature systems satisfy the criteria under Article (19), including signatory identification, exclusive linkage to the signer, control at the time of signing, and tamper-detection capabilities. 2.Implement Reliable Electronic Archiving Systems Establish compliant electronic record-keeping aligned with Article (9), ensuring data accuracy, retrievability, and traceability through standardized metadata, timestamps, and system logs. 3.Update Internal Policies and Templates Revise corporate policies, document templates, and approval workflows to formally recognize the legal validity of electronic records and signatures. Decree-Law No. 148 of 2025 was published in the Official Gazette on 23 October 2025 and entered into force on the date of publication. This measure represents a significant milestone in Kuwait’s legal modernization and its continued shift toward a comprehensive digital transformation of public and private sector processes. Authors: Asad Ahmad, Legal Director and Fahad Al Zouman, Trainee Lawyer

Qatar enacts Global Minimum Tax legislation — key implications for MNE groups

Qatar has taken a significant step in adopting the OECD Pillar Two framework. We set out below what this means for multinational enterprise groups with a presence in Qatar, including through QFC-licensed entities.15% - Minimum effective tax rate€750M Consolidated revenue thresholdEffective from 1 Jan 2025Legislative background. Council of Ministers Resolution No. 2 of 2026, published on 12 February 2026, introduced the implementing rules for Qatar's Global and Domestic Minimum Tax under Law No. 22 of 2024. The legislation aligns Qatar with the OECD's GloBE Rules and applies to fiscal years beginning on or after 1 January 2025.Scope. The rules apply to MNE groups with consolidated group revenues of at least EUR 750 million in at least two of the previous four fiscal years. All in-scope QFC-licensed entities will be captured.KEY COMPONENTSDMTTDomestic Minimum Top-up Tax: ensures Qatar collects top-up tax locally before it can be collected by another jurisdictionb1 Jan 20251 Jan 2025Income Inclusion Rule: allows a parent entity's jurisdiction to impose top-up tax where a subsidiary is undertaxedCOMPLIANCE OBLIGATIONSRegistrationIn-scope entities will be required to register with the relevant authorityNotification Notification obligations apply; details are being finalised by QFC in coordination with the GTAReturn filingReturns for FY 2025 are expected to be filed by 30 June 2027What should you do now?MNE groups with QFC-licensed entities should assess their exposure to the Global and Domestic Minimum Tax as a matter of priority. This includes reviewing group revenue thresholds, effective tax rates across jurisdictions, and readiness for registration and filing obligations.If you would like to discuss how this legislation may affect your group or require assistance with a GMT exposure assessment, please do not hesitate to contact our Qatar team.

CBK Restricts the Use of Structures Built on State-Owned Land as Collateral

IntroductionOn 9 August 2026, the Central Bank of Kuwait ("CBK") issued Circular No. 2/105/ addressed to all local banks, investment companies, and finance companies (the “Circular”). The Circular directs that plots of land established on state-owned property shall not be relied upon as collateral against credit facilities or financing operations, and shall not be included among collateral counted for the purposes of meeting regulatory requirements in periodic reports. The Circular further instructs institutions currently holding such collateral to reassess the relevant facilities and consider requiring additional acceptable guarantees.While the Circular's text refers to "plots of land established on state-owned property," based on our discussions with the CBK, the intent of this Circular extends further: it is designed to stop the practice of lenders accepting mortgages over buildings and structures erected on state-owned land by usufruct licensees or lessees. A school of thought had developed among certain market participants that, even though the underlying government land itself could not be mortgaged, a party holding a usufruct or lease who constructed a building on that land could separately pledge the building by way of mortgage. The CBK's Circular is intended to put an end to that practice. This Law Update examines the implications of the Circular, particularly in the context of project finance and lending to Public-Private Partnership ("PPP") projects in Kuwait, and confirms the continued availability of the commercial premises pledge as an alternative security instrument.Background: The Regulatory FrameworkThe Circular is issued under the CBK's longstanding authority to rationalize and regulate credit policy. Since the issuance of Instructions No. BSB/105/1993, the CBK has maintained a framework requiring banks to ensure the quality and enforceability of collateral supporting their credit portfolios. The CBK has periodically reinforced these requirements, including through Circular No. 2/BS/233/2008 directing banks to enhance collateral submitted by customers against credit facilities.The new Circular adds a categorical exclusion: land situated on state-owned property — and, critically, buildings and structures erected thereon — may no longer be treated as qualifying collateral. This aligns with broader principles under Kuwaiti law, including Article 25 of the Civil Law No. 67 of 1980, as amended (which allocates assets factually or legally dedicated to public utility as immune from attachment) and Article 216 of the Civil and Commercial Procedures Law No. 38 of 1980 (the “CCPL”), which forbids attachment or seizure of private or public assets belonging to the State.However, a gap had emerged in market practice: certain lenders took the position that where a usufruct licensee or lessee constructed buildings on state-owned land at its own expense, those buildings could be separately mortgaged on the basis that they were the licensee's property rather than the State's. The CBK has now moved to close this gap from a regulatory standpoint, making clear that such structures cannot be counted as qualifying collateral regardless of the ownership theory advanced.Implications for PPP and Project FinanceFor project lenders, the Circular formally codifies from a banking-regulatory perspective what has long been understood as a matter of substantive law under the PPP framework. Under Article 23(1) of Law No. 116 of 2014 (the "PPP Law"), the contracting investor or the project company may not sell or mortgage the land on which the project is established. The Kuwait Authority for Partnership’s PPP Projects Guidelines, prepared pursuant to the PPP Law (the “KAPP Guidelines”), have consistently reiterated that "the Project Company may not sell or mortgage the land on which the project is established, since under Kuwaiti law all land is owned by the State."Accordingly, lenders to PPP projects in Kuwait have never been able to take a mortgage or security interest directly over the project site land.However, outside the PPP context, a number of lenders had accepted mortgages over buildings constructed by usufruct licensees on state land, particularly in connection with industrial plots, commercial developments, and BOT-style arrangements that fall outside the scope of the PPP Law. The rationale was that the building, having been erected at the licensee's cost, constituted the licensee's own asset capable of being separately encumbered. The Circular now makes clear that this practice is no longer acceptable from a prudential standpoint: such buildings will not be counted as qualifying collateral in regulatory reports, and institutions holding such security must seek additional guarantees.For PPP project finance, the practical impact is confirmatory rather than constitutive. The PPP Law already prohibited this structure. But for other categories of project lending, particularly where developers have constructed facilities on land leased from the State under Decree Law No. 105 of 1980 on the State-owned Property System, the impact is significant and may require renegotiation of security packages.The Commercial Premises Pledge Remains AvailableCrucially, the Circular does not affect the availability of the commercial premises pledge, which remains the principal security, similar to "floating charges" in common law countries, available to project lenders in Kuwait. Under Articles 34 and 40–46 of the Commercial Law issued by Decree-Law No. 68 of 1980, a mortgage over business premises creates a floating charge over the fluctuating movable assets of a commercial establishment.In the PPP context, the business premises mortgage covers tangible and intangible elements including goods, business furniture, industrial machinery, customers, trade name, right to lease, trademarks, patents, licenses, designs, and models. The mortgage is constituted by notarized deed and registered at the Commercial Register of the Ministry of Commerce and Industry.Public notaries at the Ministry of Justice have confirmed that they have no objection to registering a business premises mortgage over the assets owned by a project company, even where the project is situated on government land. This is because the commercial premises pledge attaches to the privately-owned movable and intangible assets of the going concern — not to the land itself. It is, in substance, a charge over the project company's commercial enterprise as distinct from the state-owned site.The Broader Security PackageThe Circular is a timely reminder that project lenders in Kuwait must continue to rely on a bespoke security package tailored to the legal constraints of state land. The typical Kuwaiti PPP security package comprises: (i) share pledges over the consortium holding company's shares in the project company (subject to Higher Committee approval); (ii) assignments over the project company's rights to project revenues; (iii) assignments over project agreements; (iv) pledges over project bank accounts; (v) assignments of project company insurances; and (vi) the commercial premises pledge.Recommended ActionsFinancial institutions should:Audit existing portfolios to identify any credit facilities where state land plots have been counted as qualifying collateral in periodic CBK reports.Reassess affected facilities and determine whether additional acceptable guarantees are required from relevant borrowers.Confirm documentation for PPP project finance facilities, ensuring that commercial premises pledges are properly notarized and registered, and that the omnibus security agreement clearly distinguishes privately-owned project assets from state-owned assets.ConclusionThe Circular closes an important gap between the substantive legal prohibition on encumbering state property and the regulatory treatment of buildings erected thereon as collateral. By targeting the practice of mortgaging structures built on state-owned land by usufruct licensees and lessees, the CBK has made clear that the protection afforded to state property under Article 216 of the CCPL extends, for banking-regulatory purposes, to improvements constructed on that property, regardless of who funded the construction.For PPP project lenders, the Circular confirms established practice: security in Kuwaiti PPP transactions must be structured around the project company's privately-owned assets, contractual rights, and revenue streams — not the land or the buildings affixed to it. For lenders in other sectors (including industrial, commercial, and BOT developments on state land), the Circular necessitates an immediate review of security packages. In all cases, the commercial premises pledge, properly taken over a project company's going concern on government land, remains a valid and registrable security instrument that is not affected by this Circular.Authors: Ashraf Hendi, Partner & Head of Banking and Finance and Maryam Tarek, Associate

Kuwait Updates its UBO Rules: What Ministerial Decision No. 156 of 2026 Means for Companies and Investors

On 30 July 2026, Kuwait’s Ministry of Commerce and Industry (“MOCI”) issued Ministerial Decision No. 156 of 2026, amending Ministerial Decision No. 4 of 2023 on procedures for identifying the Ultimate Beneficial Owner (“UBO”). The amendment follows an earlier set of changes introduced by MOCI Resolution No. 16 of 2025 and is the latest in a series of amendments to Kuwait’s UBO framework. While the 2025 amendment expanded the scope of application, tightened the penalty regime, and refined registration data requirements, Decision No. 156 of 2026 is narrower in scope but has immediate operational consequences: it significantly shortens the compliance deadlines within which legal persons must establish, update, and file beneficial ownership information. This update explains what changed, why it matters, and what companies should do now.What ChangedDecision No. 156 of 2026 amends three provisions of Ministerial Decision No. 4 of 2023—specifically Item (1) of Articles 8, 9, and 11—by reducing the prescribed compliance timelines from their previous lengths to a uniform 15 days:Beneficial Owner Register (Article 8(1)): A legal person must now establish and populate its UBO register within 15 days of the decision’s implementation date or the date the entity came into existence. Under the prior framework, this deadline was 60 days. The pre-existing obligation to record any change to the register within 15 days of awareness (or presumed awareness) remains unchanged.Nominee Board Member Notification (Article 9(1)): A director or board member acting in a nominee capacity must notify the legal person of that status within 15 days of acquiring the capacity, a deadline that was already in place under the original framework. Existing nominee board members (those holding the capacity prior to publication of the decision) must likewise notify within 15 days of publication. The prior notification window for existing nominees was 30 days — this is the only change made by Decision 156/2026 to Article 9(1).Filing with the Registrar (Article 11(1)): A legal person must submit its UBO register data and register of partners or shareholders to the registrar within 15 days of the decision’s implementation date or from the date of licensing and registration. The previous deadline was 60 days. Entities must also take reasonable measures to safeguard their records from damage, loss, or destruction.Why the Change MattersThe tightening of deadlines should be read in the context of Kuwait’s broader transparency and AML/CFT agenda. The original 2023 UBO framework was introduced to meet international standards—particularly Financial Action Task Force (FATF) recommendations—requiring jurisdictions to ensure that competent authorities have timely access to adequate and accurate beneficial ownership information. The 2025 amendment escalated enforcement, introducing administrative fines of KD 1,000 to KD 10,000 per violation, registration suspension for up to three months, and the possibility of court-ordered deletion from the Commercial Register for sustained non-compliance. It also conditioned license grant or renewal on UBO compliance.Decision No. 156 of 2026 completes this trajectory by compressing the time within which ownership and control information must reach the public register. A 60-day window allowed entities significant latitude to delay—or structure around—filing obligations. Reducing this to 15 days aligns Kuwait’s framework more closely with international best practice, where real-time or near-real-time beneficial ownership disclosure is increasingly the expectation.Practical ImpactNewly formed entities: any company registered or licensed after the decision’s effective date must submit complete UBO data to the registrar within 15 days of formation. This effectively makes UBO filing a near-immediate post-incorporation step, comparable in urgency to commercial register entry itself.Ongoing change management: the 15-day rolling update obligation means that any share transfer, change of control, restructuring, death of an owner, or new nominee arrangement must be reflected in the UBO register and filed with the registrar within 15 days. Companies must build internal processes to capture these events promptly.Nominee directors: the compressed notification window puts immediate pressure on nominee board members to formalize their status. In practice, this also means that legal persons must have a mechanism to receive, acknowledge, and file nominee notifications rapidly.M&A and investment transactions: acquirers, investors, and lenders should factor UBO filing timelines into transaction planning. A completion or closing that changes beneficial ownership triggers a 15-day clock—due diligence checklists and condition-precedent schedules should account for this.Penalty exposure: the shorter deadline increases the risk of inadvertent non-compliance. With administrative fines of up to KD 10,000 per violation, registration suspension, and the potential for license non-renewal already in place (per the 2025 amendment), the cost of missing the new 15-day window is material.Recommended Next StepsWe recommend that companies, investors, and advisors take the following actions:Audit current UBO registers: confirm that all beneficial ownership data is complete, accurate, and filed with the registrar. Treat the decision as a reset point.Establish internal notification protocols: ensure that share transfers, board changes, nominee appointments, and control shifts are flagged to compliance officers within days—not weeks—of occurrence.Update transaction playbooks: for M&A, joint ventures, and financing transactions, build the 15-day UBO filing into post-closing action lists and designate responsibility for timely submission.Brief boards and managers: directors and senior managers are the natural compliance owners. They should understand the compressed timelines and their personal exposure under the framework.Monitor further MOCI guidance: the decision took effect immediately upon issuance. Further implementing instructions or clarifications from MOCI may follow and should be tracked.ConclusionMinisterial Decision No. 156 of 2026 is procedural in form but operational in effect. It does not change who qualifies as a UBO, what information must be disclosed, or what penalties apply—but it materially changes how quickly that information must reach the register. For companies with clean records, the impact is manageable. For those with outdated filings, undisclosed nominee arrangements, or pending ownership changes, the 15-day window leaves little room for delay. We encourage market participants to treat this amendment as a compliance trigger and to act promptly.For assistance with UBO compliance, corporate restructuring, or transaction planning in light of Decision No. 156 of 2026, please contact our Kuwait office.Authors: Alex Saleh, Managing Partner and Fahad Alzouman, Trainee Lawyer

Kuwait Competition Authority Introduces New Fee Framework Under Decision No. (40) of 2026

Introduction:As part of ongoing efforts to enhance regulatory efficiency and transparency the “Competition Protection Agency” “CPA” has issued Decision No. (40) of 2026, establishing a comprehensive schedule of fees applicable to services provided by the authority. This development reflects a broader regulatory approach aimed at organizing procedural mechanisms, improving service delivery, and reinforcing the operational framework governing competition law in the State of Kuwait.The Decision introduces a structured fee regime covering a range of services, including applications, objections, complaints and requests submitted before the authority. It also formally repeals Decision No.(24) of 2021, signaling a transition toward an updated and more refined regulatory model that aligns with the evolving needsLegal basis and regulatory context The issuance of this decision falls within the authority’s mandate under Kuwait’s competition law framework, which empowers it to regulate procedures relating to economic concentration, anti-competitave practices and market oversight. The introduction of service fees serves not only as an administrative measure but also as a tool to ensure procedural discipline and resource allocation within the authorityBy formalizing the costs associated with regulatory services, this decision contributes in improving predictability and transparency for market participants engaging with the authority.Key features of the fee frameworkThe new decision sets out specific fees for a number of core regulatory services. Notably, it imposes a fee of 5,000KD for submitting an application for exemption, reflecting the significance and complexity of such requests. In addition, a fee of 500KD is applicable for filing objections related to economic concentration application,The framework also includes a fee of 100KD for submitting complaints, thereby facilitating access to the authority while maintaining a structured submission process. Further fees are imposed such as fees in relation to obtaining a copy of documents related to the violation referred to the disciplinary council, for each document not exceeding 10 pages an additional 500 fils is charged for each extra page when obtaining a copy of the documents. Also, a fee of 200 KD is imposed for submitting an appeal before the disciplinary council against decisions issued by the council. These fees collectively establish a balanced system that ensures accessibility while reinforcing the seriousness and credibility of submissions made to the authority.Service: Fee (KWD)Application for exemption: 5,000Objection related to economic concentration: 500Submitting a complaint: 100Request to view and obtain a copy of documents related to the violation referred to the disciplinary council: 10Submitting an appeal before the disciplinary council against decisions issued by the council: 200ConclusionDecision No. (40) of 2026 represents a significant step toward strengthening the institutional framework of competition regulation in Kuwait. By introducing a clear and structured fee regime, the authority reinforces transparency, procedural, clarity, and regulatory discipline.Market participants are therefore encouraged to familiarize themselves with the new framework and incorporate its requirements into their practices ensuring efficient and informed engagement with the authority.Feel free to reach out to our Head of Antitrust & Competition Asad Ahmad, if you have any questions at [email protected]: Asad Ahmad, Head of Antitrust & Competition and Ahmed Al Buaijan, Trainee Lawyer

Online Food Delivery Platforms in the UAE: A Market Under Increasing Regulatory Scrutiny

The UAE's online food delivery sector has grown at an exceptional pace—yet largely in the absence of sector-specific regulatory oversight. That era has now ended. Two landmark instruments issued in early 2026 collectively establish a comprehensive compliance framework governing the conduct of digital food delivery platforms, their commercial relationships with food establishments, and their obligations towards consumers.The first is the Guidelines for Online Food Delivery Platforms in the Emirate of Dubai (the "Guidelines"), issued by the Dubai Corporation for Consumer Protection and Fair Trade ("DCCPFT") pursuant to its mandate under Dubai Law No. (5) of 2023—specifically Articles 5, 6, 8, and 9—and designed to be read in conjunction with Federal Decree-Law No. (36) of 2023 Regulating Competition and Federal Decree-Law No. (45) of 2021 Concerning the Protection of Personal Data. The second is Ministerial Resolution No. (32) of 2026, issued by the Minister of Economy and Tourism on 11 February 2026, which addresses exclusive dealing agreements between digital platforms and restaurants at the federal level—applicable across the entire UAE. These instruments now operate alongside Cabinet Resolution No. (59) of 2026, which establishes the Executive Regulations of the Competition Law and provides detailed procedural and substantive criteria governing enforcement—including the determination of dominant positions, the prohibition of excessively low prices, exemption notification procedures, complaint mechanisms, and investigation protocols.For market participants, these instruments signal that platform conduct will now be measured against enforceable standards of fairness, transparency, and competitive neutrality—not merely aspirational principles.What Do These Instruments Regulate?The Guidelines apply to all online food delivery platforms providing services—whether directly or through third-party providers—to food establishments and other business users operating within Dubai. Their objective is to establish a reference framework promoting compliance with principles of fairness, transparency, and responsible conduct in an industry characterised by significant information asymmetry and concentrated market power.The Ministerial Resolution is more surgical in scope: it targets a specific market dysfunction—exclusive dealing arrangements between platforms and restaurants—that regulators have identified as distorting competition in the food delivery market. In doing so, it operates pursuant to Article 11 of the Competition Law, which empowers the Minister to grant conditional exemptions from the general prohibition on restrictive agreements where the public economic interest so requires. The procedural framework for such exemptions is now detailed in the Executive Regulations, which require, inter alia, the submission of a comprehensive economic report demonstrating that the agreement or practice is necessary to promote economic development, improve competitiveness, develop production or distribution systems, or achieve specific consumer benefits—and that it substantially enhances overall economic efficiencies within the relevant market.Key Regulatory Requirements: Transparency and Contractual FairnessEnforcement attention under the Guidelines centres on the structural imbalance inherent in platform-restaurant relationships. Platforms are required to provide business users with clear, plain-language, uniformly applicable terms and conditions—accessible at all stages of the commercial relationship, including the pre-contractual phase. Any amendment to these terms requires a minimum of thirty days’ advance notice, coupled with an express right of termination for business users who do not consent to the changes; equally, any termination initiated by the platform must be preceded by thirty days' written notice stating the grounds for termination.Contracts between platforms and listed establishments must address, inter alia, the impact of the relationship on the establishment's ownership and control of its brand, content, data, and intellectual property; the criteria governing how listings are displayed to consumers—including the weighting of each ranking factor and disclosure of paid promotional placements; and the mechanisms by which establishments may access customer data in a usable and transferable form upon contract termination.The fee transparency obligations are equally granular. Platforms must disclose commission rate structures—including tiered rates, discounts, and variations—to all listed establishments and provide itemised monthly financial statements detailing gross revenue, commissions deducted, additional fees, final payouts, pending refunds, chargebacks, and settlement timelines. Marketing fees must be optional—they cannot be applied retroactively or through bundled charges without prior documented consent—and platforms are expressly prohibited from charging higher commissions arbitrarily on the basis of establishment size, location, or exclusivity status.On the consumer-facing dimension, platforms must present an itemised breakdown of all charges before checkout and are prohibited from imposing hidden post-payment fees. Gratuities must be transferred in full—one hundred percent—to delivery personnel without deduction, withholding, or reallocation.Exclusivity and Restrictive Agreements: The Core Competitive ConcernThe most consequential provisions in both instruments address exclusivity—the practice through which dominant platforms secure the sole listing rights of food establishments, thereby foreclosing competitors and limiting consumer choice.The Guidelines establish a general prohibition: food establishments have an unqualified right to list, operate, and promote their services on multiple platforms without facing penalties, restrictions, or commercial disadvantages of any kind—whether through direct contractual clauses or indirect deterrents such as increased fees, reduced algorithmic visibility, delayed payments, or discriminatory treatment. Platforms must not penalise multi-homing, and any conduct designed to suppress competition or resulting in its suppression—including manipulating consumer choices through biased rankings favouring exclusive partners—is expressly prohibited as constituting, in its subject, purpose, or impact, a distortion of competition.The Guidelines do permit limited exclusivity arrangements, but only where a series of cumulative conditions are met: the arrangement must be genuinely voluntary, free from any form of coercion; the food establishment must receive demonstrable and fair compensation—such as genuinely reduced commission rates reflecting actual cost savings or enhanced marketing support; and the establishment must retain the right to terminate on reasonable terms, with a cooling-off period of six months for arrangements of twelve months or longer in total duration.The Ministerial Resolution introduces a crucial federal overlay. Pursuant to Article 11 of Federal Decree-Law No. (36) of 2023, it grants a strictly conditional exemption to exclusive dealing agreements from the prohibitions under Articles 5, 6, and 7 of the Competition Law. The conditions are exacting: agreements must be entered into freely and without coercion; the term of exclusivity may not exceed twelve months from the Resolution's effective date; no more than ten percent of a platform's total listed restaurants may be subject to exclusive agreements; exclusive arrangements must not obstruct partnerships with start-up or small and medium-sized platforms; any commission discounts linked to exclusivity must be demonstrably justified by genuine cost savings or added value, subject to verification and audit; and post-exclusivity non-compete clauses are expressly prohibited.The exemption is valid for twelve months and is non-renewable absent a further ministerial resolution. Non-compliance triggers administrative penalties under Article 23 of the Competition Law or, where appropriate, referral to the competent court for the imposition of criminal sanctions under Article 24. The penalties for violations of Articles 5, 6, 7, and 8 of the Competition Law include fines of not less than AED 100,000 and up to ten percent of the violating undertaking’s annual total sales in the UAE for the preceding fiscal year.Platform Fairness, Data Protection, and Self-PreferencingBeyond exclusivity, the Guidelines address a constellation of platform conduct concerns that will be familiar to practitioners who have followed the evolution of digital markets regulation internationally.Platforms must obtain free, specific, informed, and unambiguous opt-in consent before collecting, using, processing, or sharing consumer personal data for commercial purposes—with consent revocable at any time without adverse consequence—and are prohibited from selling, renting, or transferring personal data to third parties without explicit and informed consent. These requirements align with Federal Decree-Law No. (45) of 2021 Concerning the Protection of Personal Data, which mandates that consent be clear, simple, unambiguous, and easily accessible, and that the data subject retain the right to withdraw consent at any time. Platforms must not give preferential treatment to their own brands, affiliated cloud kitchens, or related entities in ranking, listing, or recommendation algorithms—a prohibition on self-preferencing that mirrors emerging international standards. The use of non-public business user data—including order details, pricing, customer behaviour, and sales trends—to develop, market, or improve a platform's own competing products or services is expressly prohibited.Interoperability requirements further constrain platform conduct: open access to application programming interfaces must be provided on fair, non-discriminatory terms; platforms may not impose unfair technical barriers, force proprietary services, or charge integration fees to compliant food establishments.Enforcement ArchitectureThe enforcement framework contemplates multiple layers of accountability. Platforms must maintain transparent, time-bound dispute resolution processes—including independent mediation through approved bodies—with unresolved disputes subject to referral to the DCCPFT. Consumer complaints concerning misleading or hidden charges must be acknowledged within three working days and resolved within seven. The DCCPFT retains authority to request periodic reports, system logs, and complaint data to verify ongoing compliance.At the federal level, the Ministerial Resolution invokes the full enforcement apparatus of the Competition Law: administrative penalties under Article 23 and criminal referral under Article 24 where warranted. The Executive Regulations further empower the Ministry or the relevant authority to undertake investigation procedures on its own initiative—without the need for a formal complaint—where it obtains evidence indicating reasonable grounds and sufficient data regarding practices that may harm, restrict, or prevent free and fair competition. The Executive Regulations also authorise periodic market monitoring and empower authorities to request data from undertakings as part of ongoing oversight. The combined effect is a dual-track enforcement architecture—sector-specific oversight at the emirate level operating alongside federal competition enforcement—that creates meaningful compliance risk for platforms that fail to adapt.Implications for Market ParticipantsFor platform operators, these instruments demand a fundamental reassessment of existing commercial models. Exclusivity arrangements must be restructured to comply with both the twelve-month cap and the ten percent threshold; commission structures require full transparency and documented justification; data practices must be brought into alignment with both the Guidelines and Federal Decree-Law No. (45) of 2021 Concerning the Protection of Personal Data; and algorithmic ranking systems must be auditable and free from undisclosed commercial influence. Under the Executive Regulations, the criteria for establishing a dominant position now expressly encompass the existence of exclusive or long-term relationships with customers or suppliers that may reinforce an undertaking's market power, as well as technological superiority, business model advantages, and the ability to act independently of market pressures—all factors directly applicable to major food delivery platforms.For food establishments, the new framework provides an enforceable legal basis for challenging unfair platform practices—whether relating to exclusivity coercion, opaque fee structures, data access restrictions, or discriminatory algorithmic treatment. The practical question is no longer whether such protections exist, but how effectively establishments will invoke them.For legal practitioners, the convergence of competition law, consumer protection, data privacy, and sector-specific platform regulation in a single market creates a compliance environment of considerable complexity. Advisory mandates in this sector will increasingly require integrated analysis spanning multiple regulatory frameworks—a departure from the siloed approach that has historically characterised platform compliance in the UAE.Looking AheadThe regulatory trajectory is unmistakable. The UAE is moving towards a more sophisticated, enforcement-capable platform governance environment—one in which actual market conduct, rather than formal compliance documentation, will determine regulatory outcomes. The legal framework now provides clearer rules governing platform transparency, exclusivity, data use, and competitive neutrality, with substantive thresholds and procedural requirements that align with emerging international best practice in digital markets regulation.Market participants should expect these standards to be actively enforced. The DCCPFT's Guidelines and the Ministerial Resolution are not aspirational documents—they are the foundation of a regulatory regime designed to ensure that the UAE's food delivery market operates on principles of genuine competition, transparency, and fairness.These developments merit close attention from all stakeholders in the digital economy.This article is for general information only and does not constitute legal advice.Authors: Asad Ahmad, Partner and Head of Antitrust & Competition and Khaled Abu Orabi, Senior Associate

Egypt Overhauls Competition Law: Key Amendments and What They Mean for Business

On 22 April 2026, the Egyptian House of Representatives gave final approval to amend Egypt’s competition law, marking the most significant transformation of the legislation in years and carrying far‑reaching implications for the private sector. The amendments to Law No. 3 of 2005 on the Protection of Competition and Prohibition of Monopolistic Practices (the “ECL”), described by legislators as the “constitution regulating the Egyptian market”, introduce sweeping changes designed to level the playing field, enhance the powers of the competition authority, and update merger control rules. This article explores all known amendments that businesses should be aware of, as widely reported, until the new version of the ECL is published in the Official Gazette.Emphasis on Competitive NeutralityThe revised law establishes a Supreme Committee for Competitive Neutrality, chaired by the Prime Minister – the first time such a framework has been introduced. The Committee has the authority to cancel any exemptions or privileges granted by government decisions or laws to state‑owned entities where such advantages distort fair competition. In addition, existing legislation and decisions issued by government bodies will be reviewed to ensure alignment with free competition principles. For private sector businesses, this represents a significant step toward a more equitable market environment.Enhanced Independence for the Competition AuthorityThe Egyptian Competition Authority (“ECA”) receives a major upgrade in its legal status, now falling under Article 215 of the Constitution, which governs independent regulatory bodies. This grants the ECA full technical, administrative, and financial independence – placing it alongside institutions such as the Central Bank of Egypt and the Financial Regulatory Authority. Senior leadership will be appointed by the President with parliamentary approval, reinforcing the ECA’s capacity to act as a true market watchdog.Higher Thresholds for Merger Control NotificationsOne of the most practical changes for the private sector is the significant increase in the financial thresholds that trigger mandatory merger control review. The amendments effectively double the thresholds, reflecting Egypt’s economic growth and inflation. The key new thresholds are as follows:Domestic Thresholds: The combined annual turnover or assets of all parties must now exceed EGP 2.5 billion (previously EGP 900 million), with at least two parties each exceeding EGP 500 million (up from EGP 200 million).Worldwide Thresholds: The combined global annual turnover of the parties must exceed EGP 15 billion (previously EGP 7.5 billion), and the Egyptian target company must have annual turnover exceeding EGP 500 million (up from EGP 200 million).Notably, while transactions falling below these thresholds are exempt from mandatory notification, the ECA retains discretion to review any transaction if there is evidence that it may undermine free competition.Significantly Increased FinesThe amendments introduce a two‑track penalty system with substantially higher fines.For competition‑restricting behaviors (such as price‑fixing or market division), fines can reach up to 15% of the revenues of the product in question during the entire violation period. Where revenues cannot be determined, a fixed fine of up to EGP 700 million applies.For unlawful concentrations (such as failing to notify a qualifying transaction), fines can reach up to 10% of the combined annual revenues of all parties based on the latest audited financial statements. An absolute cap of 10% of the infringing party’s total annual revenues (including all related entities) applies regardless of the calculation method.What This Means for BusinessesAs the final shape of the law continues to take shape, private sector entities should begin preparing now. The higher notification thresholds may exempt many smaller transactions from mandatory review, but caution is still advised given the ECA’s residual discretion to investigate any potentially problematic deal. Proactive compliance strategies are essential, particularly in light of the dramatically increased fine levels.For tailored guidance on navigating and complin with these developments and preparing for potential filings under the new framework, you reach out to our antitrust & competition team at GLA & CO.Authors: Partner and Head of Antitrust & Competition, Asad Ahmad and Associates, Khaled Al Khashab and Mounir Hany.

Establishment of the Public Prosecution for Banking Affairs: Strengthening financial Crime enforcement in Kuwait

Kuwait is taking a major step toward strengthening the integrity of its financial system with the announced establishment of a specialized Public Prosecution for Banking Affairs, which is expected to commence operations in 2026. The proposal, announced by the Public Prosecutor, shows Kuwait’s ongoing efforts to strengthen protection of the banking sector and respond to the rapid growth of financial crimes driven by digital transformation. The newly established prosecution will function as a specialized body dedicated to investigating and prosecuting banking related crimes. Its duty will cover a range of financial offenses, with particular focus on electronic fraud, forgery, and the issuance of cheques without sufficient funds. These offenses have become increasingly common alongside the growth of electronic banking and digital payment systems, the fact that makes specialized oversight and enforcement a regulatory necessity. The Public Prosecutor emphasized that accelerating financial developments have created an urgent need for an advanced institutional response capable of safeguarding confidence in banking transactions. The new prosecution is expected to contribute to this objective by strengthening enforcement mechanisms and improving the efficiency of legal procedures related to banking crimes. This development represents a shift toward more specialized prosecution functions within Kuwait’s criminal justice system. Selection of Prosecutors assigned to the Banking Affairs Prosecution will be based on objective criteria, including professional experience and technical competence. The goal is to establish a highly capable prosecuting framework equipped to address the nature of financial crimes with its continuous evolving in both scale and complexity. For the first time, the new prosecution will also assume responsibility for preparing analytical studies and periodic reports aimed at monitoring patterns and methods of banking related crimes. These reports are expected to support proactive crime prevention strategies and position the prosecution as a key reference for data and analysis in this field. In parallel, the prosecution will play a vital role in public legal awareness. Where necessary, it will launch legal awareness programs targeting institutions and individuals to enhance understanding of digital crime. Overall, the establishment of the Public Prosecution for Banking Affairs represents an important milestone in reinforcing Kuwait’s financial security framework through enhancing oversight, improving enforcement capabilities, and promoting preventive awareness. This initiative supports economic stability and contributes to a safer and more resilient financial environment to individuals and the national economy. Authors: Ashraf Hendi, Partner and Ahmed Al Buaijan, Trainee Lawyer

The UAE Artificial Intelligence and Data Authority: What It Means for AI, Data, and Digital Governance

IntroductionOn 14 June 2026, H.H. Sheikh Mohammed bin Rashid Al Maktoum approved the establishment of the UAE Artificial Intelligence and Data Authority (the “Authority”). The Authority is a single national body reporting directly to the UAE Cabinet, with responsibility for artificial intelligence, data governance, and digital government across the federation.This is a significant institutional development. It is not, however, the introduction of a standalone artificial intelligence law. Organisations operating in the UAE should understand both what has changed and what remains to be determined.What Has ChangedThe Authority consolidates functions previously held by three separate bodies:The Office of Artificial Intelligence, Digital Economy and Remote Work Applications; the Digital Government Sector within the Telecommunications and Digital Government Regulatory Authority (“TDRA”); and the UAE Data Office.The Authority will be chaired by Omar Sultan Al Olama, Minister of State for Artificial Intelligence, Digital Economy and Remote Work Applications. By merging overlapping mandates into a unified structure under Cabinet, the UAE has signaled that it views AI strategy, data policy and digital government as a single governance challenge rather than parallel workstreams.Mandate and ScopeBased on official announcements, the Authority’s mandate includes:developing and leading the national AI strategy; increasing the digital economy’s contribution to GDP; managing government data to improve quality, availability, and cross-entity sharing; operating AI-powered national data platforms; setting standards and guidelines for data management, AI deployment, digital transformation, and government services; ensuring compliance across federal entities; supporting cybersecurity and government information security; and strengthening international coordination and partnerships.At this stage, the publicly stated mandate is primarily federal-government-facing. It should not be assumed that the Authority already exercises direct regulatory or enforcement powers over the private sector. Whether such powers will follow—and in what form—remains an open question.Why It Matters: From Strategy to Coordinated ImplementationThe UAE has, for several years, pursued an ambitious AI and digital economy agenda. The UAE Strategy for Artificial Intelligence supports the UAE Centennial 2071 programme, and in April 2026, the Cabinet announced an objective to transition 50 per cent of federal government sectors, services, and operations to agentic (autonomous) AI within two years.Until now, that agenda was delivered through a combination of national strategies, sector-specific rules, emirate-level initiatives, and free-zone frameworks. This approach allowed flexibility and rapid adoption but risked fragmentation, inconsistency, and gaps—particularly as AI systems become more complex and their data requirements more demanding.The Authority represents a shift from strategy and experimentation toward coordinated institutional governance. Centralising AI, data and digital government policy in a single body creates the conditions for unified standards, consistent oversight and integrated compliance—even before new legislation is introduced.The Current Legal Position: No Horizontal AI StatuteThe UAE does not currently have a single comprehensive horizontal AI law comparable to the EU AI Act. The legal and regulatory framework for AI and data in mainland UAE comprises several layers:Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (the “PDPL”), in effect since January 2022, which applies to personal data processing in onshore UAE (excluding DIFC and ADGM); federal cybercrime legislation; sector-specific regulatory requirements (e.g., Central Bank, Securities and Commodities Authority, and Department of Health guidelines on AI/technology adoption); free-zone data protection regimes in DIFC and ADGM, which operate independently of the federal PDPL; the UAE Charter for the Development and Use of Artificial Intelligence, a non-binding instrument emphasising transparency, accountability, human oversight, safety, privacy, and compliance with existing legislation; and emirate-level initiatives and smart-city strategies.Notably, the implementing regulations for the PDPL have not been formally issued as of the date of this article, and the enforcement regime remains uncertain. Practitioners should continue to monitor regulatory developments closely.Distinguishing the Authority from a Comprehensive AI LawThe creation of an institutional authority is distinct from the promulgation of a binding legislative framework. The Authority may in due course develop regulations, mandatory standards, certification requirements, or procurement frameworks, but the legal instruments, scope, obligations, and enforcement mechanisms have not yet been published. Organisations should treat this as a signal of regulatory direction, not the enactment of immediate new compliance obligations.Data Governance as the Foundation for AI GovernanceThe consolidation of data policy within the Authority underscores a fundamental point: AI governance is inseparable from data governance. Any regulatory framework addressing AI deployment must address the quality, provenance, security, availability, and lawful processing of the data on which AI systems rely.For organisations operating in the UAE, the practical implication is that readiness for future AI regulation begins with data readiness—including compliance with the PDPL, robust data quality and lineage practices, defensible cross-border transfer mechanisms, and security measures proportionate to the sensitivity and volume of data processed.Practical Impact for the Private SectorAlthough the Authority’s stated mandate is currently focused on the federal government, private-sector organisations should not regard this as irrelevant. In practice:Vendors and contractors supplying AI systems, cloud services, or data platforms to government are likely to face new procurement standards, certification, or audit requirements as the Authority operationalises its mandate. Organisations holding or processing government data may be subject to enhanced data-quality, sharing, and security expectations. Standards developed for the public sector frequently become de facto benchmarks that shape private-sector practice, investor expectations, and contractual requirements. Future regulatory instruments issued by the Authority may extend obligations to private-sector actors, particularly in higher-risk domains.It is premature to state that new binding obligations have been imposed on the private sector. However, proactive preparation is commercially prudent.Sectoral and Free-Zone ConsiderationsSector-specific and free-zone regulatory frameworks remain in force. AI and data-related obligations in the financial sector (Central Bank, SCA, DFSA, and FSRA), healthcare (Department of Health and DHA), and telecommunications (TDRA) continue to apply alongside federal-level developments. DIFC and ADGM maintain independent data protection regimes.The interaction between the Authority’s future outputs and existing sectoral and free-zone rules is not yet defined. Organisations subject to multiple regulatory regimes should monitor for any statements of coordination, primacy or mutual recognition.What Remains UnclearKey questions that have not yet been answered by official sources include:the legal instrument(s) through which the Authority will exercise its mandate (federal decree, regulation, binding standards, guidance, or procurement frameworks); whether the Authority will have direct enforcement powers, and if so, over which entities (federal, private sector, or both); how the Authority will interact with existing federal, emirate-level, and free-zone regulators; whether future outputs will take the form of binding regulation, voluntary codes, certification schemes, or contractual procurement standards; and the timeline for publication of further instruments.Practical Steps for BusinessesOrganisations operating in the UAE—particularly those deploying AI, processing large volumes of data, or contracting with government entities—should consider the following steps:Conduct an AI use-case inventory: Identify where AI is deployed across the organisation, including third-party tools and embedded AI features. Map data flows: Understand what personal and non-personal data feeds AI systems, where it is stored, how it is processed, and on what lawful basis. Review privacy and security controls: Ensure compliance with the PDPL (to the extent operational) and applicable sector-specific requirements. Audit vendor and procurement contracts: Assess whether existing arrangements with AI/data suppliers anticipate regulatory change, certification requirements, and audit rights. Establish AI governance policies: For higher-risk applications, include human oversight, bias testing, transparency, and record-keeping obligations. Monitor Authority publications: Subscribe to official channels for new standards, guidance, and consultation papers. Engage with consultation processes: Participate in industry consultations as they emerge.ConclusionThe establishment of the UAE Artificial Intelligence and Data Authority is a clear institutional signal that AI, data, and digital government will be governed as an integrated discipline at the national level. It does not, in itself, create new legal obligations—but it creates the institutional infrastructure from which such obligations are likely to follow.For boards and senior management, the message is straightforward: AI and data governance should be treated as a board-level priority, not solely a technology function. Organisations that invest now in responsible AI practices, data governance and regulatory preparedness will be better positioned to meet future requirements—and to demonstrate to government counterparts, investors and clients that they take these issues seriously.Authors: Asad Ahmad, Regional Head of Regulatory and Khaled Abu Orabi, Senior Associate.

Kuwaiti Decree No. 195 of 2025 concerning Foreign Ownership of Real Estate by Companies and Investment Funds in the State of Kuwait

In line with Kuwait’s vision to develop its real estate investment environment and regulate non-Kuwaiti participation in this vital sector, Decree No. 195 of 2025 (the “Decree”) was issued to strike a balance between attracting foreign investment while safeguarding the exclusivity of private housing for Kuwaiti nationals and maintaining consistency with the existing legal framework governing non-Kuwaiti ownership. The Decree, while operates alongside Decree No. 74 of 1979 on non-Kuwaiti ownership of real estate, sets out the following provisions: Eligibility and Conditions For Real Estate Ownership (Article 1): In compliance with Decree-Law No. 74 of 1979 on Non-Kuwaiti Real Estate Ownership, companies with non-Kuwaiti partners and which are listed on licensed stock exchanges in Kuwait, as well as real estate funds and investment portfolios licensed by the competent Kuwaiti authorities, may own real estate, subject to the following conditions: One of the activities of such companies, real estate funds, or investment portfolios must include dealing in real estate. The Decree imposes a categorical prohibition on owning or dealing of real estate, plots, or lands designated for private housing purposes regardless of location or project. Exceptions and Equal Treatment (Article 2) The provisions of this Decree expressly preserve two key points: The right of entities under the supervision of the Central Bank of Kuwait or the supervision of other regulatory bodies to own real estate in accordance with the law. The treatment of nationals of the Gulf Cooperation Council (GCC) member states shall be treated the same as Kuwaiti citizens with respect to the ownership of land and constructed properties in Kuwait, in accordance with the law. Implementation and Entry into Force (Article 3): Ministers, each within their respective jurisdictions, shall implement this Decree, which shall take effect upon its publication in the Official Gazette. Market participants should, therefore, align internal policies, funds documentation, and transaction screening protocols to ensure compliance with the Decree from the date of publication. As outlined above, Decree No. 195 of 2025 aims to preserve the exclusivity of residential housing for citizens and prevent practices that could disrupt the national real estate market, while clearly ring-fencing the private housing segment for citizens and preserving supervisory and GCC equal-treatment frameworks. In parallel, it promotes sustainable investment within the real estate sector, while remaining consistent with existing laws governing the ownership of property by non-Kuwaitis.. The result is a more defined pathway for non-Kuwaiti capital that aligns with Kuwait’s policy objectives and market stability. Authors: May El Mahdy, Senior Associate and Maha Abdullah, Trainee Lawyer

GLA & Co Secures Merger Control Clearance in Saudi Arabia for Bajaj Auto’s Acquisition of Controlling Stake in Pierer Bajaj AG

GLA & Company has successfully secured merger control clearance from the Saudi General Authority for Competition (“GAC”) in Saudi Arabia on behalf of Bajaj Auto International Holdings B.V. (the Buyer) in relation to its acquisition of an additional controlling stake in Pierer Bajaj AG (the Target) from Pierer Industrie AG (the Seller). The EUR 50,600,000 transaction grants the Buyer sole control over the Target, marking a significant milestone in Bajaj Auto’s long-standing partnership with the Pierer Group and in its strategic global expansion. GLA & Co’s Antitrust & Competition team, which was led by Asad Ahmad, Head of Anti-Trust & Competition with the assistance of Associates Khaled Al Khashab and Shahad Al Humaidani, advised the Buyer on all aspects of the Saudi merger control process, including preparing and submitting the economic concentration filing, compiling supporting documentation, and engaging with the GAC throughout the review to secure approval in less than a week from submission of filing fee. The Target, Pierer Bajaj AG, was established from the cooperation between Bajaj Auto Limited (“BAL”) and the Seller’s KTM brand in 2007, with the Target’s sole business being Pierer Mobility AG (PMAG), a holding company for KTM AG. The Buyer, a Netherlands-based wholly owned subsidiary of BAL, is part of one of the world’s leading manufacturers of two- and three-wheeled vehicles, headquartered in Pune, India. The Seller, Pierer Industrie AG, is a globally active industrial investment group with a diverse portfolio in the production and distribution of motorbikes, high-performance vehicle components, electric bicycles, and automotive wiring solutions. GLA & Co’s Antitrust & Competition team is recognized for its deep expertise in advising on complex merger control and competition law matters across the MENA Region. The team regularly supports clients in navigating regulatory frameworks, securing clearances for high-value cross-border transactions, and managing antitrust risks in diverse industries. Combining technical legal knowledge with great working relationships with the regulators, the practice is well-equipped to handle all aspects of competition law—from economic concentration filings to anti-competitive behaviour investigations and ensuring compliance in complex multi-jurisdictional deals. Alex Saleh, Managing Partner at GLA & Co, commented, “We are delighted to have supported Bajaj Auto in obtaining merger clearance from the GAC for this strategic transaction. This matter reflects the growing significance of competition law in cross-border industrial investments and demonstrates our ability to navigate complex regulatory processes in Saudi Arabia with precision and efficiency.” This clearance underscores GLA & Co’s leading position in advising on high-value, cross-border transactions and competition law matters across the MENA Region, cementing the firm’s reputation for delivering practical, business-focused legal solutions. For more information, please contact Alex Saleh, Managing Partner, or Asad Ahmad, Head of Antitrust & Competition.

Egypt's New Model Work Regulations Are Now in Force: What You Need to Know

On 28 July 2026, the Egyptian Minister of Labour issued Ministerial Decree No. 162 of 2026 (the "Internal Regulation Decree"), establishing the general rules governing internal work regulations under the new Labour Law No. 14 of 2025. Published on 13 August 2026 and effective the following day, this decree marks a significant step towards building a modern, balanced and fair work environment in the Egyptian labour market.At GLA, we have reviewed the decree in detail and set out below the key takeaways for employers and employees alike.Who Is Affected?The decree applies to every private-sector establishment with ten (10) or more employees, requiring the adoption of an internal work regulation in line with the new requirements. Thid means that a significant portion of Egypt’s workforce will benefit from standardized, transparent workplace rules, while employers fact strict deadlines for the preparation, ratification and submission of these regulations to the competent Labour Directorate.Mandatory Content of Internal Work RegulationsThe decree sets out an extensive list of mandatory content requirements that are now in force, designed to ensure that the rights and obligations of both employers and employees are clearly documented. Every qualifying establishment’s internal work regulation must address, among other things:Recruitment and selection: procedures for announcing vacancies and organising the hiring process.Training and skills development: identifying training needs and enhancing employees' capabilities.Employment contracts: rules governing the conclusion and documentation of contracts, as well as maintaining each employee's service file.Performance management: mechanisms for evaluating employee performance based on objective, fair and measurable KPIs, with a right to notification of results and a grievance mechanism.Promotions, transfers and secondment: published systems based on efficiency, merit and disciplinary record, with safeguards preserving employees' wages, grades and promotion eligibility.Wages and entitlements: linking pay to job grade and competence, guaranteeing equal pay for men and women for work of equal value, and providing periodic increments no lower than the statutory minimum.Working hours, rest periods and overtime: organising shift systems, publishing schedules and ensuring overtime compensation meets statutory minimums.Leave entitlements: covering annual leave, official holidays, casual leave, paternity and childbirth leave, sick leave, study leave and pilgrimage leave.Workplace health and safety: ensuring a safe work environment that accounts for the rights of persons with disabilities, including emergency evacuation plans and appropriate warning systems.Grievances and internal dispute resolution: establishing mechanisms for receiving and examining complaints, with particular attention to complaints from women and persons with disabilities, and providing for internal settlement of disputes before recourse to the courts.Discipline and termination: defining violations, graduated disciplinary penalties and grounds for terminating the employment relationship.Combating Harassment, Bullying and DiscriminationThe decree introduces robust protections against harassment, bullying and violence in the workplace. The decree itself defines harassment and bullying in detail. It then requires each employer’s regulation to set out the specific prohibited acts that constitute forms of harassment, assault or bullying; whether committed by superiors, colleagues or subordinates, and prescribe disciplinary penalties for each, with aggravated sanctions where the offender holds supervisory authority over the victim. Employers must also establish a clear mechanism for receiving complaints, investigating them and taking appropriate action.In addition, the decree prohibits all forms of discrimination, whether direct or indirect, in recruitment, training, promotion, wages or any other aspect of employment, and requires employers to guarantee equality and equal opportunity. Positive measures for women, persons with disabilities and children are expressly permitted and do not constitute prohibited discrimination.New Forms of Work: Remote, Hybrid and Flexible ArrangementsOne of the decree's most consequential provisions concerns non-traditional work patterns. Where employers apply flexible work, remote work or any other non-standard arrangement, the regulation must include dedicated rules covering working hours, duties, performance evaluation mechanisms and follow-up; without prejudicing employees' statutory rights. This formalises what has until now been largely informal across many Egyptian workplaces.Protection of Existing Employee BenefitsThe decree embeds a strong non-regression principle: all benefits actually granted to and enjoyed by employees before the regulation's preparation must be included. This means the decree cannot be used as an opportunity to reset or dilute existing entitlements; a significant safeguard for employees. Where legislation conflicts in respect of a benefit, the provision most favourable to the employee shall prevail.Prohibition of Forced LabourThe decree reiterates the prohibition of forced labour through direct or indirect practice, including withholding employees' national ID cards or passports and making unlawful wage deductions to repay loans or debts.Discipline: Flexibility with BoundariesWhile employers retain flexibility to design their own graduated schedule of disciplinary penalties, ranging from verbal or written warnings, to wage deductions within statutory caps, suspension or demotion, tailored to their establishment's activity. However, dismissal from service may only be imposed by the competent Labour Court upon proof of gross misconduct, and only after lesser sanctions have been exhausted where the nature of the violation permits.Key procedural safeguards:Investigation must commence within seven (7) days of discovery of the violation and must not exceed three (3) months.No penalty may be imposed more than thirty (30) thirty days after the conclusion of the investigation.Deductions for a single violation may not exceed five (5) days’ basic wage, and total monthly deductions for penalties may not exceed five (5) days’ basic wage.Penalties imposed under the regulation are maximum thresholds; the employer may impose a lesser penalty or close the investigation depending on the circumstances.A Structured Ratification ProcessThe decree introduces a certification procedure with fixed time limits:The employer files the draft regulation with the competent Labour Directorate.The Directorate forwards a copy to the competent trade union within three (3) working days.The union has fifteen (15) days to provide written comments (silence is deemed approval).The Directorate reviews and either certifies or raises a reasoned objection within thirty (30) days (silence means the regulation is deemed effective).Termination: Clear Separation of GroundsThe decree requires employers to address each ground for termination separately in their regulations, without conflating constructive resignation with voluntary resignation, or resignation with the notice period, or termination with disciplinary dismissal. Notably, the decree prohibits the inclusion of a notice period for resignation in the regulation; a notice period may only be agreed in case of mutual termination, rescission by consent or similar bilateral arrangements.What Should Stakeholders Do Now?We recommend that employers take the following steps as a priority:Audit existing HR policies: map current policies, contracts and any existing regulation against the full mandatory content checklist and identify gaps.Conduct a benefits review: ensure no currently enjoyed right or benefit is omitted or narrowed in the new regulation.Formalise new work arrangements, document flexible, remote and hybrid work arrangements as now required.Develop KPI and promotion frameworks, establish objective, published performance evaluation and promotion systems.Implement anti-harassment and anti-bullying policies: establish clear definitions, complaint mechanisms and escalation procedures as required by the decree.Review termination provisions: ensure each ground for termination is addressed separately and that no resignation notice period is included in the regulation.Prepare and file the regulation: submit the completed regulation to the competent Labour Directorate without delay.For employees, the decree represents a meaningful strengthening of workplace protections. Workers should familiarize themselves with the new framework and understand their rights; particularly in relation to anti-harassment and anti-bullying safeguards, the non-regression principle protecting existing benefits, and the procedural guarantees that now govern disciplinary action.Authors: May Elmahdy, Senior Associate

New QFMA Code Strengthens Corporate Governance for Listed Companies

On 4 August 2025, the Board of Directors of the Qatar Financial Markets Authority (“QFMA”) issued Decision no. 5 of 2025, issuing the Governance Code of Listed Companies (the “New Code”). The New Code, published in the Official Gazette dated 17 August 2025, came into effect immediately. However, affected companies have one year to make changes necessary to comply with its provisions. With over 50 companies listed on the Qatar Stock Exchange (“QSE”) as of this writing, dozens of prominent Qatari companies may need to consider how to come into compliance before August 2026. Here are some key takeaways from the New Code that QSE-listed companies should consider: As mentioned above, affected companies have one year to make necessary amendments to come into compliance with the New Code. Nevertheless, the New Code is effectiveupon publication, meaning that companies currently applying to convert into a Qatari Public Shareholding Company (“QPSC”) and be listed on the QSE may have to make last minute adjustments in order to comply with the New Code. These adjustments could include: Revising their proposed QPSC Memorandum and Articles of Association Revising Board Charters before they take effect Expanding their proposed Board of Directors Updating the draft Offering Prospectus before publication in order to accurately reflect the governance structure, size and names of Board members, among other information. It would be advisable for companies currently going through the listing application process to check with the QFMA and confirm whether they may proceed with their applications as is. The New Code applies to both Main Market and Venture Market public listed companies. Previous governance codes were limited to one category or the other. (As of this writing there is only 1 company on the Venture Market, but it is expected that this number will increase in the next year or so.) 6.The definition of “Insider” has been expanded to include both Board Committee Members and the spouses and children of Insiders. Higher standards now apply to Independent Board Members, including the following requirements: Relevant education and professional experience Shareholding restrictions also apply to the first degree relatives of the potential Independent Board Member Employment restrictions apply to both the Independent Board Member and his/her first degree relatives Independent Board Members cannot serve more than 2 consecutive terms Instead of a minimum requirement for one-third (1/3) of the Board to be independent, the New Code requires an absolute minimum of 3 Independent Board Members. For smaller boards (with the minimum of 7 members), this would result in a largely independent Board (nearly 50%). For larger boards (e.g. 11 members), this could potentially result in a board that is less than 1/3 independent. More focus has been given to ESG issues, with an obligation on listed companies to consider their impact on the environment and on society, in addition to good governance. The Chairman of the Board of the QFMA may extend the one-year compliance grace period for one or more additional one-year periods. GLA will continue to monitor developments with respect to the 2025 Governance Code and will publish a more detailed summary in the coming weeks. For more information, please feel free to contact Dean Jaloudi, Partner and Head of Qatar Office ([email protected]). Author: Dean Jaloudi, Partner

Digital Food Delivery in Kuwait: A New Regulatory Phase

Kuwait’s AI Revolution: Law, Cloud, and Cybersecurity at the Core of Digital Transformation

Kuwait is positioning itself as a leading regional jurisdiction in integrating artificial intelligence and cloud into the digital economy. Government‑backed collaborations with Microsoft and Google have been announced to advance AI‑enabled cloud capabilities and deploy productivity solutions across public agencies, Supported by Vision 2035 and potential participation by Kuwait’s sovereign ecosystem in global digital infrastructure initiatives, these developments signal a material step toward embedding AI across the nation. This transformation, however, is not being driven by technology alone. Kuwait’s expanding digital ecosystem is developing within a sophisticated legal and institutional framework that governs data protection, cloud computing, and cybersecurity. For AI vendors and cloud service providers, understanding this framework is essential not only as a matter of compliance but as a prerequisite for market participation. These institutional foundations are evolving toward a more coordinated governance model under Kuwait’s forthcoming National AI Strategy, which is expected to align the roles of existing regulators and establish a unified national framework for AI oversight and data governance. Institutional architecture: CAIT, CITRA, and the National Cybersecurity Center At the core of this structure stand three institutions that define Kuwait’s digital governance model. The Central Agency for Information Technology, known as “CAIT,” leads governmental digital transformation and supports the development of national cloud infrastructure and AI adoption across public entities. Working alongside CAIT is the Communications and Information Technology Regulatory Authority, or “CITRA,” established under Law No. 37 of 2014 to regulate the telecommunications and information technology sectors, license operators, and oversee privacy and cloud compliance through instruments including the Data Privacy Protection Regulation and the Cloud Computing Regulatory Framework. Complementing both agencies is the National Cybersecurity Center, created by Decision No. 37 of 2022, which serves as Kuwait’s authority for cybersecurity and data‑classification oversight and sets parameters for cross‑border processing of sensitive information. “Taken together, these bodies form a layered governance model. CITRA’s licensing and cloud rules establish the baseline for service provision and customer protections, while the National Cybersecurity Center’s classification and cross‑border controls determine where sensitive workloads may reside. CAIT’s digital transformation mandate then operationalizes these standards across the public sector, ensuring that modernization initiatives are designed around compliance from inception rather than retrofitted post‑deployment. ” Programs and partnerships: from policy to implementation Recent initiatives demonstrate how these institutions coordinate to align technological development with regulatory oversight. In cooperation with Microsoft, CAIT and CITRA have announced and begun implementing a national program that includes the planned establishment of AI‑enabled data center capabilities, an integrated AI system, a center for cloud auditing, and a facility dedicated to advancing the digital infrastructure within the public sector. CAIT oversees execution across government entities, while CITRA ensures that the deployment of cloud and AI environments remains consistent with Kuwait’s data‑governance, cybersecurity, and localization requirements. The initiative includes large‑scale training programs in cybersecurity and artificial intelligence, embedding compliance and institutional capability within the government’s transformation framework. “For both vendors and government entities, successful execution hinges on translating these high‑level initiatives into contractually enforceable obligations. Agreements should embed data residency commitments tied to approved classifications, encryption and key management aligned to supervisory expectations, audit and inspection cooperation mechanisms, and incident workflows that meet statutory notification thresholds. This contractual scaffolding is how Kuwait’s compliance requirements are made real in day‑to‑day operations.” Data governance pillars: privacy, localization, and cloud compliance CITRA’s regulatory reach extends beyond traditional telecommunications providers to include any entity offering communications or IT services in Kuwait, including cloud platforms, application developers, and AI‑based service providers that process user data. The Cloud Computing Regulatory Framework requires providers to obtain authorization before operating, comply with technical and security standards, and commit to service‑level and continuity obligations through transparent contractual terms. It also sets clear rules on data transfers, encryption, and customer exit rights to ensure that information remains protected throughout the term of a service. Meanwhile, the Cybersecurity Center requires organizations handling electronic information to implement internal data classification processes that it reviews and approves, and to obtain authorization before storing or processing sensitive information outside Kuwait. Together, these requirements create a comprehensive data‑governance system, ensuring that information flows remain traceable, accountable, and primarily local. The Data Privacy Protection Regulation sets out the main principles governing data processing in Kuwait. Processing activities must rely on a lawful basis such as consent, legal obligation, or necessity. Service providers must publish privacy notices in both Arabic and English that clearly explain the purpose of collection, retention periods, and data transfer practices. Additional protections apply to minors under eighteen, who require guardian consent, while users retain the right to access, correct, erase, or object to the processing of their data. Marketing communications must include opt‑out mechanisms, and any third‑party or affiliate marketing requires prior consent from the data subject. Data localization requirements apply in defined contexts, including where instruments require classification, encryption, and approvals tied to sensitivity and sectoral scope; organizations should confirm whether obligations arise under statute, regulation, license conditions, or supervisory circulars. Organizations must classify and encrypt data both in transit and at rest, and in certain cases must notify or obtain authorization from the competent authority before cross‑border transfers. Sensitive data may only be processed outside Kuwait where the National Cybersecurity Center grants prior approval under applicable classification and cross‑border rules. Under the Cloud Framework, providers must also maintain exit procedures and data deletion mechanisms to prevent vendor lock‑in and ensure the secure return or destruction of customer data upon termination. Beyond localization, the framework expects a program of security governance. Entities may be required to or are expected to appoint a data protection officer, conduct regular audits and penetration tests, and maintain business continuity and disaster recovery plans as required or expected under the governing instrument. Breach reporting is governed by defined timelines, with major incidents often notified within twenty‑four hours for major incidents and seventy‑two hours for other reportable breaches. These timelines reflect Kuwait’s emphasis on prompt response and transparency in handling cyber incidents. “Organizations face a practical design choice: fully localize sensitive datasets, adopt hybrid architectures that segment workloads and apply strong pseudonymization techniques, or deploy sovereign models with customer‑managed keys. Each path carries different approval, audit, and continuity implications. Early engagement on data classification—paired with architecture diagrams and control evidence—can materially shorten authorization timelines and reduce rework.” Enforcement and supervisory expectations Enforcement under this framework is robust and signals the seriousness of Kuwait’s commitment to compliance. CITRA retains wide supervisory powers, including the authority to order the blocking of networks, require the removal of unlawful content, and enforce confidentiality obligations. Non‑compliance can result in administrative fines reaching up to one million Kuwaiti dinars for each violation up to applicable statutory or regulatory caps. In severe cases, authorities may suspend or cancel an operator’s or provider’s authorization and refer breaches involving unauthorized disclosure or interception of communications to criminal prosecution. Entities may also be required to implement remedial measures following inspection or compensate affected users. CITRA’s supervisory toolkit, combining licensing leverage, inspection rights, and administrative penalties—creates concrete incentives for robust control environments. Entities that maintain a tested incident response plan calibrated to 24/72‑hour reporting thresholds, document periodic control assessments (including penetration testing where required), and retain traceable audit artifacts typically encounter fewer remedial directives following inspection. Contracting and operational implications The strategic partnerships with Microsoft and Google illustrate how legal compliance now shapes every stage of Kuwait’s cloud and digital Cross‑border collaborations must reconcile innovation with the country’s strong commitment to data sovereignty. Agreements increasingly address data controller and processor responsibilities, localization and encryption requirements, breach notification obligations aligned with statutory timelines, and provisions ensuring compliance with CITRA’s audit, inspection, and termination requirements. In practice, legal compliance has become a central component of contractual design rather than a post‑signing consideration. “For technology providers and regulated customers, key contractual provisions typically scrutinized in Kuwait include: (i) data residency and classification‑tied processing covenants; (ii) encryption standards and key‑management models (including customer‑managed keys where applicable); (iii) audit, inspection, and logging transparency; (iv) incident notification aligned to statutory thresholds; and (v) exit, portability, and secure deletion mechanics. Well‑designed clauses should be accompanied by operational runbooks to ensure obligations are practicably deliverable at scale. ” National AI Strategy: trajectory and scope Kuwait’s broader digital economy stands at the intersection of rapid digitalization and rigorous legal oversight. The country’s dual focus on innovation and accountability distinguishes it within the region and offers a model for the responsible integration of artificial intelligence within critical national infrastructure. As the legal framework continues to mature, companies that engage early and align their internal processes with these requirements will not only mitigate risk but play a defining role in shaping the next phase of Kuwait’s digital economy. Kuwait’s forthcoming National AI Strategy is expected to provide a policy framework that complements these legal and regulatory developments. The draft strategy proposes establishing a High‑Level Steering Committee, a cross‑sectoral body bringing together senior representatives from CAIT, CITRA, the National Cybersecurity Center, key ministries, academia, and private‑sector partners. The committee’s objective is to coordinate national AI initiatives and ensure alignment between regulation, infrastructure, and innovation. The strategy also proposes AI safety frameworks (including safety brakes for critical infrastructure) and a shared‑responsibility model that defines the respective roles of regulators and technology providers in safeguarding AI systems and data. Aligned with Vision 2035, the strategy calls for strengthening Kuwait’s data and digital foundations through centralized repositories, standardized governance policies, and cybersecurity baselines, enabling responsible AI deployment across sectors such as healthcare, education, energy, and public safety. “Kuwait’s trajectory places it among the region’s more sovereignty‑forward jurisdictions, prioritizing local control, auditability, and public‑sector modernization. For market entrants, the decisive differentiator will be governance maturity: the ability to evidence compliance‑by‑design in architecture, contracts, and operations. Those that internalize this model will mitigate regulatory risk and gain a competitive edge in public‑sector and critical‑infrastructure procurement.” Conclusion Taken together, these measures signal that Kuwait’s data‑localization and cloud‑compliance regimes are part of a wider national effort to embed trust, accountability, and resilience at the core of its AI‑driven digital transformation. As Kuwait advances from regulatory enforcement to strategic execution, its ability to align law, policy, and innovation will determine how effectively it leads the next wave of AI governance in the region. Authors: Asad Ahmad, Head of Anti-Trust & Competition Fahad Alzouman, Trainee Lawyer.

No Disclosure, No License: Kuwait Raises the Stakes on Beneficial Ownership Compliance

Kuwait Merger Control: Practical Guidance and Impact of the 2025 Constitutional Court Ruling

This year, Kuwait’s merger control regime has been reshaped by legislative reforms and constitutional challenges. The framework now requires close attention to the scope of notifiable transactions, the financial thresholds that trigger a filing obligation, and the exemptions designed to exclude routine restructurings. Parties must also navigate detailed notification requirements, supporting documentation, filing fees, and a multi-stage review before the Kuwait Competition Protection Agency (“CPA”). Recent constitutional rulings—most notably the 2025 decision striking down the CPA’s power to impose revenue-based fines—have added a new dimension to enforcement and signal further reform on the horizon. Merger control in Kuwait is governed by Law No. 72 of 2020 on the Protection of Competition and its Implementing Regulations, issued under Resolution No. 14 of 2021 and amended by Decree No. 25 of 2022. Together, they establish the CPA, prohibit anti-competitive practices, and set out merger control obligations, review procedures, and exemptions. This overview walks through the scope of notifiable transactions, the financial thresholds that trigger notification, and carve-outs for routine restructurings, before outlining the notification process, documentation, and filing fees. We then explain the CPA’s multi-stage review and monitoring practices and concludes with constitutional developments—particularly the ruling that limited the CPA’s power to impose revenue-based fines—and their implications for enforcement and legislative reform. A merger control filing with the CPA is required when a transaction (i) qualifies as an economic concentration. Under the Competition Law, an economic concentration includes mergers, acquisitions of control, and joint ventures that create an autonomous economic entity. In the event a transaction is considered an economic concentration, then the financial thresholds must be analysed. The obligation to notify the CPA is triggered when certain financial thresholds are met, based on the audited financial statements of the preceding fiscal year. Specifically, notification is required if any of the following financial thresholds are met (“Financial Thresholds”): One party to the concentration generates revenues in Kuwait exceeding KWD 500,000; The aggregate revenues of all parties exceed KWD 750,000; OR The registered assets of the parties in Kuwait exceed KWD 2.5 million. The Competition Law provides several exemptions to ensure that routine transactions are not unnecessarily subjected to merger control filings. These exemptions include acquisitions by banks, insurance companies, and financial institutions engaged in securities trading, provided they do not exercise substantive voting rights and dispose of the securities within one year of acquisition. The disposal period may be extended by the CPA upon a justified request demonstrating that disposal was not reasonably practicable within the one-year period. Exemptions also apply to acquisitions arising from insolvency, defaults, debt restructuring, or settlements with creditors are excluded, as are intra-group restructurings within the same economic group. These carve-outs reflect the legislature’s intent to capture only those transactions that materially affect market structure and competition in Kuwait. Parties must notify the CPA within 60 days of signing the transaction agreement or related contract. However, in practice, the CPA does not strictly enforce this 60-day requirement. A binding agreement is not strictly required before notification; it is sufficient for parties to file based on a letter of intent, memorandum of understanding, or a good faith intention to reach an agreement. The merger control notification must include detailed corporate documents, financial statements, transaction agreements, market share data, competitor information, and an economic report addressing the potential effects on competition in the relevant market. The filing fee is 0.1% of the combined paid-up capital or Kuwaiti assets of the parties, whichever is less, capped at KWD 100,000, with a minimum charge above zero. The review process before the CPA involves several steps. Once a filing is submitted, the CPA chairman has five days to refer the application to the executive director for review. The executive director then conducts a substantive examination of the transaction, which must be completed within 90 days. This period may be extended if additional information is required or if third-party objections are raised. After the executive director’s assessment, the matter is referred to the CPA’s board of directors, which must issue a decision within 30 days on whether to approve, conditionally approve, or reject the transaction. The parties must be formally notified of the board’s decision within 15 days, ensuring transparency and closure of the review process. In practice, clearance typically takes around 45–60 calendar days from the time a complete application is submitted, though delays are common if filings are incomplete or contested. Importantly, transactions cannot be implemented before clearance; violations can result in fines or orders to unwind the transaction. These include fines of up to 10% of total revenues for failing to notify an economic concentration or for submitting misleading or incorrect filings, and the same ceiling for anti-competitive agreements or abuse of dominance. Lesser violations—such as obstructing CPA investigations, failing to comply with obligations after notice, or providing misleading information—carry fines of up to 1% of revenues from the previous fiscal year. In parallel with these sanctioning powers, the CPA has a designated department tasked with reviewing transactions published on social media platforms to ensure that any notifiable transactions, which have not submitted a merger control filing, are investigated and then referred to the CPA disciplinary board. The CPA has sent investigatory letters to both local and foreign parties requesting information and details surrounding published transactions they are involved in. GLA has played a key role in moulding the Kuwait merger control landscape. In February 2025, GLA successfully represented a client facing significant CPA sanctions. In a landmark ruling by the Kuwaiti Constitutional Court, which significantly altered the CPA enforcement capabilities. The Court declared Paragraph (1) of Article 34 of Law No. 72 of 2020 unconstitutional. This provision had empowered the CPA’s disciplinary board to impose financial penalties of up to 10% of a party’s total revenues for violations of Articles 5–8 (anti-competitive agreements and abuse of dominance). The challenge, successfully argued by GLA & Company Senior Partner, Nader Al Awadhi, on behalf of the Union of Cooperative Societies, was based on constitutional principles, including: Violation of due process and judicial oversight (penalties were imposed administratively, not judicially); Lack of proportionality between penalties and violations; and Encroachment on protections of private ownership and personal liberty. The ruling curtails the CPA’s ability to impose revenue-based fines and raises questions about the validity of past sanctions. Going forward, merger control enforcement will likely need to rely on judicially supervised remedies or amended legislative provisions consistent with constitutional safeguards. Further, by establishing constitutional precedent, the ruling has already influenced subsequent cases, including one that struck down the 1% fine for non-compliance as unconstitutional, and has intensified calls for legislative reform. As a result, draft amendments to the Competition Law have been introduced and are currently awaiting approval. .Kuwait’s merger control regime features relatively low financial thresholds that capture both domestic and cross-border transactions. Parties must prepare comprehensive filings and anticipate a few rounds of queries within the review period. However, the Constitutional Court’s ruling striking down the CPA’s power to impose steep turnover-based fines introduces a new layer of legal complexity. Companies engaging in mergers and acquisitions in Kuwait should closely monitor forthcoming legislative or regulatory adjustments as the state reconciles the Competition Law framework with constitutional requirements. Authors: Asad Ahmad, Head of Anti-Trust & Competition and Fahad Al Zouman, Trainee Lawyer.

Cash Pooling in the UAE: Compliance, Restrictions, and Opportunities

Executive SummaryCash pooling remains a valuable treasury technique for UAE corporate groups to optimise liquidity, reduce external financing costs, and centralise cash and risk management. In the UAE, the prudential recognition of cash pooling is driven primarily by Central Bank of the UAE (CBUAE) prudential standards, which expressly recognise physical pooling subject to strict conditions. From a tax perspective, the Federal Tax Authority’s (FTA) Transfer Pricing Guide acknowledges both physical and notional pooling and sets expectations for arm’s length remuneration and documentation. This article synthesises these frameworks and clarifies what is recognised and required in practice, including recent legislative developments affecting the financial regulatory landscape.What Is Cash Pooling and Why It MattersCash pooling is a treasury arrangement under which a corporate group aggregates cash surpluses and deficits among participating entities to optimise net interest, minimise external borrowing, and centralise liquidity management. In the UAE, this frequently occurs among “related parties” as defined under Article 35 of the Corporate Tax Law, which captures association through ownership or control thresholds.Well‑structured pooling can create material synergies but also engages regulatory, prudential, tax, and documentation requirements. The practical feasibility of a given pooling model depends on whether it is recognised within CBUAE prudential standards when delivered as a bank product, and on whether the intra‑group flows and pricing satisfy the UAE’s transfer pricing rules and documentation obligations.Regulatory Framework: Recognition and BoundariesThe UAE treats cash pooling through two complementary lenses:Banking prudential recognition and product delivery under CBUAE rules; andArm’s length pricing and documentation under the Corporate Tax Law and FTA Transfer Pricing Guide.CBUAE prudential standards expressly recognise physical pooling delivered as a banking product. The standards require that only licensed UAE banks may extinguish and consolidate balances. Corporates should not attempt to replicate physical pooling off‑platform or outside a licensed bank product.In addition, CBUAE’s leverage ratio guidance clarifies how cash pooling is treated when a bank aggregates participating customer accounts into a single balance with daily transfers and no continuing liability for individual balances once transferred. This supports the prudential treatment of physical pooling when configured to extinguish participant balances into a central account.By contrast, notional pooling—an arrangement that virtually offsets balances without physically moving funds—is not described in CBUAE prudential standards as a recognised bank product for prudential purposes. This does not, however, preclude discussion of notional pooling in the FTA’s transfer pricing context. As such, corporate groups should understand that, in practice, UAE banks generally offer physical pooling products calibrated to CBUAE conditions; where “notional” features are discussed for tax purposes, these are subject to bank product availability, enforceability of set‑off, and compliance with CBUAE prudential constraints.Finally, in light of the enactment of a new CBUAE law in 2025 consolidating and modernising financial sector regulation, existing CBUAE regulations, standards and circulars continue to apply until replaced. As of the date of this article, the capital adequacy and leverage ratio standards cited below remain the operative prudential references for cash pooling features.Physical Pooling: Conditions and Practical RequirementsUnder CBUAE’s capital adequacy and leverage ratio standards, physical pooling is recognised when provided by a licensed bank and configured to meet specific conditions. In practice, UAE banks structure such products to satisfy the following core requirements:Single central account and extinguishment of balances. Balances of participating accounts must be transferred into a single central account. Once transferred, the participating accounts’ balances are extinguished and the bank should not be liable on an individual account basis for those balances. The central account reflects the consolidated net position.Bank’s enforceable right and discretion to transfer. The bank must have a legally enforceable and unconditional right to sweep and consolidate balances into the central account, with discretion to exercise that right when necessary.Transfer frequency. Transfers should occur at least daily, or at a frequency the CBUAE would consider adequate for genuine liquidity centralisation and extinguishment.No maturity mismatches. All participant balances swept into the pool must be on demand or overnight. Maturity mismatches among pooled balances are not permitted.Interest and fees on the consolidated balance. The bank should apply interest and fees based on the consolidated central balance, not on the pre‑sweep individual account balances.Delivery only through a licensed bank product. Only UAE licensed banks may operate physical pooling arrangements that extinguish and consolidate balances. Corporate‑operated arrangements outside the banking framework do not meet the prudential conditions and should be avoided.These features are consistent with the leverage ratio treatment that deems participating accounts extinguished into a single balance where daily transfers occur and the bank is not liable at the individual account level upon transfer. Corporate treasury teams should ensure that bank documentation and operational flows reflect these conditions and that there is clarity on the bank’s rights, daily sweep mechanics, and liability posture.Notional Pooling: Tax Recognition vs. Prudential ConstraintsThe FTA’s Transfer Pricing Guide recognises both physical and notional pooling for purposes of arm’s length analysis. Notional pooling allows interest optimisation through virtual aggregation without physical transfers, and banks may require cross‑guarantees to permit set‑off across participant accounts.However, the prudential framework relevant to UAE banks expressly describes physical pooling, and UAE bank products are calibrated to those prudential standards. In practice:Access to notional pooling features depends on whether a UAE bank offers a product that aligns with CBUAE prudential requirements (including enforceable set‑off and no maturity mismatches), and whether the bank can avoid retaining individual account liability after set‑off.Where an arrangement functions purely notionally without daily extinguishment of individual balances into a central account, it may not satisfy the prudential conditions that underpin recognised physical pooling and may therefore not be available as a bank product in the UAE onshore market.For tax and transfer pricing purposes, the existence of a notional pool within a group may still be analysed under the FTA Guide. But feasibility in the UAE market turns on whether a bank product exists that can be operated consistently with CBUAE prudential requirements. As a result, UAE corporate groups generally employ physical pooling products offered by local banks.Arm’s Length Principle and Pricing in Cash PoolingThe Corporate Tax Law adopts the arm’s length principle for related party and connected person transactions. The FTA Transfer Pricing Guide provides specific guidance for financial transactions, including cash pooling, and aligns with international standards.Key implications for pooling:Characterise the treasury function. The cash pool leader’s remuneration depends on the actual functions performed, assets used, and risks assumed. A leader performing routine coordination, reporting, basic cash forecasting and limited risk should generally receive a routine service return. Where the leader manages external bank relationships, optimises interest, or bears contingent liability risks, a higher return, often through an interest spread, may be justified.Allocate synergy benefits. Pool members should receive arm’s length interest for debit and credit positions. The selection of interest benchmarks and spreads should reflect market conditions, group credit profile, collateral, tenor, and any guarantees or set‑off rights. After remunerating the leader, any synergy benefits should be allocated among participants via the pricing mechanism.Align with bank product economics. Because UAE pooling must be delivered through a bank product, the pricing of intra‑group debit and credit positions should consider external bank charges/credits on the consolidated balance and any fees for the pooling service. The internal pricing model should reflect the net economics of the third‑party banking arrangement.Cross‑guarantees and set‑off. In arrangements with cross‑guarantees or set‑off rights, the impact on risk allocation and pricing should be explicitly considered. If a member’s deficits are effectively supported by other participants, the pricing for deficit positions should reflect the altered risk profile.Transfer Pricing DocumentationArticle 55 of the Corporate Tax Law permits the FTA to require disclosure of related party transactions. The FTA Transfer Pricing Guide outlines the documentation suite:Disclosure Form. Mandatory for taxable persons with material related party or connected person transactions, including intercompany financing and cash pooling.Master File and Local File. Required for “major businesses” under Ministerial Decision No. 97 of 2023, providing group‑level information and local testing of intercompany arrangements, including pooling.Country‑by‑Country Report. Applicable for MNE groups meeting the revenue threshold under Cabinet Resolution No. 44 of 2020.Additional Information. The FTA may request contemporaneous records supporting the arm’s length nature of pooling pricing and allocations, including benchmarking and functional analysis of the treasury entity.Even where a Master File and Local File are not required, taxpayers must keep reasonable records substantiating the arm’s length character of pooling transactions.Cross‑Border ConsiderationsThe UAE’s liberal foreign exchange regime and absence of general capital controls permit cross‑border pooling structures without routine prior approval. However:Banking channel. Cross‑border pooling still must be implemented through a licensed bank product that complies with CBUAE prudential requirements for UAE participants.Withholding and treaty positions. Cross‑border interest flows within pooling should be reviewed for domestic law characterization and applicable treaty relief.Free zone entities. Where free zone entities participate, particular attention is needed to maintain any preferential tax regime conditions and to ensure that transfer pricing, substance, and other eligibility criteria are preserved.Economic substance and outsourcing. If pooling centralises activities into a treasury entity, consider whether additional substance or outsourcing controls are triggered, especially where key activities or systems are located outside the UAE banking channel. While pooling is delivered through a bank product, internal treasury processes and decision‑making may still raise group‑level governance or substance considerations.Practical Implementation Guide for UAE GroupsIn structuring a compliant and efficient cash pool:Select a UAE bank product that expressly delivers physical pooling meeting CBUAE conditions, including daily transfers, enforceable sweep rights, consolidated interest, and no maturity mismatches.Ensure bank documentation and corporate intra‑group agreements are aligned. The bank’s enforceable rights and operational mechanics should be mirrored in intercompany policies and agreements that govern participant obligations, pricing, and allocations.Design an arm’s length pricing policy for debit and credit positions, benchmark the pool leader’s remuneration based on performed functions and assumed risks, and document the basis for synergy allocation.Maintain robust transfer pricing documentation, including the Disclosure Form, and where required, Master File and Local File, supported by contemporaneous benchmarking and functional analysis.Monitor regulatory updates. The new 2025 CBUAE law consolidates financial regulation and preserves existing regulations until replaced. Maintain awareness of any CBUAE circulars or standards that further specify liquidity management, large exposures, or related party banking that could indirectly affect pooling features or bank permissions.ConclusionIn the UAE, the practical route to cash pooling is through CBUAE‑compliant physical pooling products offered by licensed banks. Prudential standards recognise physical pooling under clear conditions—daily transfers into a single central account, enforceable bank sweep rights, extinguishment of participant balances upon transfer, on‑demand or overnight tenors, and consolidated interest. The FTA’s Transfer Pricing Guide requires that pooling be priced at arm’s length, with appropriate remuneration for the pool leader and fair allocation of synergies to participants, supported by contemporaneous documentation.Implemented properly, a UAE cash pool can materially enhance liquidity efficiency while maintaining regulatory and tax compliance. The key is to align the bank product’s prudential features with a robust intra‑group pricing and documentation framework that reflects actual functions, risks, and external economics.Authors: Ashraf Hendi, Partner and Maryam Tarek, Associate.

Qatar Introduces Tax Relief for Intra-Group Restructurings

Corporate groups operating in Qatar have long faced a structural friction when reorganizing their internal arrangements: asset and share transfers within a group could crystallize a capital gains tax liability, even where no economic gain was realized outside the group. That friction has now been formally addressed.The Council of Ministers issued Decision No. 3 of 2026, published in the Official Gazette on 1 March 2026 and entering into force on 2 March 2026, introducing relief for capital gains arising from qualifying corporate restructuring transactions. The measure is one of the most meaningful tax developments in Qatar in recent years, and its implications deserve careful attention from any corporate group with a presence in the country.At the center of the Decision is a straightforward but significant principle: capital gains arising from qualifying intra-group transfers of assets may be disregarded for tax purposes when those transfers occur as part of a legitimate corporate restructuring. In practical terms, this means that a gain is not taxed at the point of a qualifying transfer, which introduces what is effectively a tax-neutral reorganization regime into Qatar's framework for the first time.Both resident companies undergoing group restructuring and resident natural persons can now transfer assets or shares within their group without immediate capital gains tax exposure, provided the prescribed conditions are met.The Decision identifies five categories of qualifying transactions:asset swaps as part of internal group restructuring;asset revaluations for the purpose of in-kind capital contributions;disposals in the context of mergers and demergers;transfers aimed at contributing to the capital of a resident holding company; anddisposals connected with a listing on the Qatar Stock Exchange.The relief is conditional—not automatic—and groups should not assume eligibility without careful analysis. For example:Where assets are transferred for group restructuring purposes or revalued as an in-kind contribution, the transferee must retain those assets for a minimum of two years.Capital increases in the context of mergers must be completed within two years.Contributions to a holding company's capital must be finalized within the same tax year.For any restructuring related to a QSE listing, the listing must be completed within one year following the year in which the relief is claimed.Critically, the transfer must be executed for a valid economic reason. If the statutory conditions are later breached, the capital gains may become taxable from the year in which the relief was originally claimed.From a procedural standpoint, taxpayers must submit an application to the General Tax Authority (“GTA”) to benefit from the relief. Importantly, if the GTA does not respond within 30 days, the application is deemed implicitly accepted.The GTA has confirmed that the intra-group restructuring exemption was introduced to strengthen the existing exemptions under the Income Tax Law and its Executive Regulations, which had previously offered only limited relief in this area. The measure also reflects Qatar's intention to remain aligned with international best practices, the explicit inclusion of entities subject to the Income Inclusion Rule and Domestic Minimum Top-Up Tax signals Qatar's awareness of the need to keep domestic restructuring relief compatible with the OECD Pillar Two global minimum tax framework.The GTA has also highlighted that the exemption is designed to support the listing of companies on the Qatar Stock Exchange, contributing to increased market activity which is an objective that aligns closely with Qatar's National Vision 2030 goals around capital market development.For holding companies, family-owned business groups, and multinational enterprises with Qatari operations, this regime opens a meaningful planning window. Groups that have deferred internal reorganizations precisely because of tax exposure should now reassess those plans in light of the new framework.As noted above, some of the Decision’s conditions (particularly the holding period requirements, the economic purpose test, and the procedural GTA filing obligation) mean that eligibility cannot be assumed. Documentation of the commercial rationale for any restructuring will be essential, as will timely GTA engagement before a transaction is executed.Our team advises corporate clients across the region on tax structuring, group reorganizations, and regulatory compliance in Qatar. If you would like to discuss how Decision No. 3 of 2026 may affect your group's structure or planned transactions, we would be pleased to assist.Authors: Dean Jaloudi, Partner and Jehan Saleh, Associate.

Navigating Hotel Management Agreements in Dubai: Key Legal Risks and Owner Protections

Entering into a hotel management agreement (“HMA”) in Dubai is a high-stakes decision for any property owner. The emirate’s hospitality sector operates under a complex regulatory framework overseen by multiple authorities, including the Dubai Department of Economy & Tourism (“DET”), Dubai Civil Defence, the UAE Federal Tax Authority, and various federal labour and data-protection regulators. While hotel managers oversee day-to-day operations, the ultimate responsibility for legal and regulatory compliance almost always rests with the property owner. 1. Licensing and Regulatory Compliance One of the most significant challenges for owners lies in licensing and operational compliance. Hotel operating licences and related permits are typically issued in the owner’s name, which makes the owner directly liable for renewals, record-keeping, and any violations—even when the management company is at fault. To mitigate this exposure, the HMA should: Acknowledge the owner as the licence holder; Obligate the manager to comply with all operational regulations and filing deadlines; Require the prompt provision of supporting documents; and Include robust indemnities and audit rights so that any fines caused by the manager’s actions can be recovered. 2. Financial and Tax Compliance Financial compliance presents another layer of complexity. Hotel managers typically collect the Tourism Dirham fee, municipality service charges, and VAT on behalf of the owner. However, it is the owner who remains the taxable person responsible for filings and remittances. Any misreporting can result in significant penalties. An effective HMA should therefore: Require detailed reconciliations and regular tax reports; Include warranties regarding the manager’s accounting systems and tax codes; Provide indemnities and clear audit rights to ensure transparency and accountability. 3. Health, Safety, and Employment Obligations Dubai enforces strict health and safety standards under the UAE Fire and Life Safety Code and other municipal regulations. Violations can lead to fines, closures, or costly remediation orders. The agreement should: Assign daily safety compliance duties to the manager; Mandate comprehensive record-keeping; and Grant the owner step-in rights and cost-recovery mechanisms in cases of manager negligence. Employment compliance is equally important. If the owner is the employer of the hotel workforce, they are liable for payroll, visa sponsorship, and end-of-service gratuities. The HMA should clearly specify: The employer of record; The manager’s obligations under Federal Decree-Law No. 33 of 2021 and MoHRE regulations; and Indemnities covering any breach of employment laws. 4. Financial Reporting and Insurance Transparent and consistent financial reporting is fundamental to every successful HMA. Without it, owners risk revenue discrepancies, tax errors, and operational disputes. To prevent these risks, the HMA should: Mandate standardized monthly and annual financial reports; Grant the owner direct access to management and accounting systems; Require independent audits; and Include data migration and system integration provisions to ensure business continuity upon termination. Insurance provisions also warrant careful drafting. The owner should be: Named as an additional insured on all policies; Provided with proof of renewal annually; and Protected by clauses excluding liability caps for regulatory fines, gross negligence, and wilful misconduct. 5. Ownership and Management Changes Changes in ownership or management can trigger regulatory complications. Transfers of ownership or control often require prior approval from DET or other authorities. Failure to secure such approval can affect the status of the property’s operating licences. To manage these scenarios, the HMA should: Require written notice of any change; and Mandate cooperation in obtaining regulatory approvals. 6. Data Protection and Cybersecurity Hotels manage large volumes of personal and financial data, making compliance with privacy laws critical. HMAs must adhere to the UAE Personal Data Protection Law (Federal Decree-Law No. 45 of 2021) and, where applicable, the DIFC Data Protection Law. Key data-protection provisions should include: A data-processing addendum defining roles, transfer restrictions, and breach-response procedures; Compliance with global payment-card standards (PCI-DSS); and Integration of anti-money-laundering (AML) and counter-terrorist-financing (CTF) obligations under Federal Decree-Law No. 20 of 2018, supported by cyber-insurance coverage and immediate breach-notification duties. 7. Performance Tests and Capital Expenditure Performance tests are critical owner protections. Without objective benchmarks—such as Revenue per Available Room (RevPAR) or Gross Operating Profit (GOP)—owners risk being locked into underperforming management arrangements. An HMA should therefore establish: Measurable performance metrics; Defined cure periods and termination rights; and Step-in rights for the owner in cases of significant non-compliance. For capital expenditure (capex), the agreement should: Distinguish routine maintenance from capital projects; Create a Furniture, Fixtures & Equipment (FF&E) reserve (typically 3–5% of gross revenue); and Require annual capex plans subject to owner approval. 8. Governing Law and Dispute Resolution The governing law and dispute-resolution mechanism are key strategic considerations. Many owners choose UAE law and the jurisdiction of the Dubai Courts, while others prefer arbitration—for instance, under the Dubai International Arbitration Centre (DIAC) or DIFC-LCIA—to ensure neutrality and enforceability. Conclusion HMAs in Dubai require more than sound commercial terms—they demand a carefully structured legal framework that anticipates regulatory complexity and allocates risk with precision. Owners who put in place strong legal protections, including indemnities, audit rights, performance standards, and compliance obligations, position themselves to safeguard their investment and maintain operational excellence in one of the world’s most competitive hospitality markets. Authors: Suzanne Hashem, Legal Director and Khaled Abu Orabi, Senior Associate.

The 2026 ICC Arbitration Rules: What You Need to Know

Force Majeure and Unforeseen Circumstances in Dubai Real Estate

Off-Plan and Secondary Market Contracts in Times of Geopolitical DisruptionPeriods of regional instability in early 2026 — including airspace restrictions, disruption to commercial shipping routes through the Strait of Hormuz, and broader geopolitical uncertainty — have introduced volatility into Dubai’s real estate market. Market participants have reported delays in site visits, transaction timelines, and investment decision-making. For buyers, developers, and investors holding positions in both off-plan and completed property contracts, the immediate legal question is whether such events trigger force majeure or hardship protections — and what that means for contractual obligations.The Legal Framework: Two Distinct DoctrinesDubai real estate contracts operate within a layered legal architecture comprising the UAE Civil Code, Dubai-specific legislation administered by the Dubai Land Department ("DLD") and the Real Estate Regulatory Agency ("RERA"), and the contractual terms of individual Sale and Purchase Agreements ("SPAs").Force majeure is governed by Article 273 of the current UAE Civil Code (corresponding to Article 236 of the new Civil Transactions Law, Federal Decree-Law No. 25 of 2025, effective 1 June 2026). It applies where an external event renders contractual performance objectively impossible — not merely more expensive or commercially unattractive. When force majeure is established, the obligation may be extinguished by operation of law and the contract may be subject to rescission, depending on the circumstances and judicial determination where disputed. The new law addresses different forms of impossibility, including total, partial, and temporary impossibility, and provides corresponding remedies depending on the nature and extent of the disruption.On the other hand, the concept of Unforeseen Circumstances (or Hardship) is governed by Article 249 of the current Civil Code (corresponding to Article 224 of the new law). This applies where exceptional, general circumstances arise after the conclusion of the contract, making performance excessively onerous and threatening the debtor with serious loss — although performance remains technically possible. Under the new law, the court may reduce the onerous obligation to a reasonable limit or rule for rescission of the contract, and any agreement to the contrary is void.The distinction matters enormously. Rising construction costs, repriced war-risk insurance, and rerouted supply chains make performance more expensive — in other words, hardship. A government order physically closing construction sites or legally preventing performance — that may amount to force majeure. UAE courts have consistently drawn this line with care.Off-Plan Contracts: Where the Pressure Is GreatestOff-plan property in Dubai represents a substantial proportion of transactions and is the segment most directly exposed to geopolitical disruption. These contracts depend on sustained construction progress, continued supply chain access, and staged buyer payments linked to verified milestones.Dubai's off-plan regulatory framework, principally Law No. 13 of 2008 (as amended by Law No. 19 of 2017 and Law No. 19 of 2020) and Law No. 8 of 2007 concerning escrow accounts, provides structural protections. All buyer payments must be deposited into RERA-approved escrow accounts, and developers may only withdraw funds upon verified construction milestones audited through the applicable regulatory framework. Under the escrow regime, investor funds remain protected within project escrow accounts subject to regulatory supervision, even where projects face delay.Disruption to global shipping, logistics, labour availability, or supply chains may be considered within force majeure provisions where contractual and legal requirements are satisfied. However, the DLD and courts assess each case individually, scrutinising whether the delay genuinely stems from an uncontrollable external event or from developer negligence, poor planning, or pre-existing delay.For buyers holding off-plan contracts, the critical question is whether a developer's delay in handover — caused by material shortages, labour disruption, or logistics constraints arising from regional instability — entitles the developer to an extension of time or excuses the developer from liability. The answer depends on the SPA's force majeure clause, the specific causal link between the external event and the delay, and whether the developer has complied with notice and mitigation obligations.For developers, the statutory framework is demanding. Force majeure is a defence to late delivery, but it requires strict proof that the event was unforeseeable, unavoidable, and rendered performance genuinely impossible or legally prevented. A developer who was already behind schedule before the external event arose — as recognised in UAE Court of Cassation jurisprudence, including Judgment No. 479 of 2021 — may face difficulty attributing the delay to force majeure where the delay pre-dated the disruptive event.Secondary Market and Completed Property ContractsFor completed property transactions — sales between private parties, lease agreements, and property management arrangements — the force majeure analysis is different. The sale of a completed unit does not depend on construction progress, and the payment of purchase consideration is typically a straightforward financial obligation.UAE courts have generally held that financial obligations are rarely excusable on force majeure grounds. An inability to pay due to economic difficulty, market downturn, or reduced rental income does not usually constitute impossibility of performance. In such cases, the hardship doctrine under Article 249 is more likely to be relevant, although its threshold remains high.Lease contracts in Dubai, governed by Law No. 26 of 2007 and Law No. 33 of 2008, are similarly difficult to excuse on force majeure grounds. Rent generally remains payable unless a government order or comparable legal restriction physically prevents use of the premises. Reduced footfall, lower tourism numbers, or a general economic slowdown do not make rent payment impossible — they make it harder. Hardship arguments may support renegotiation or judicial rebalancing in appropriate circumstances, but they do not guarantee relief.Practical Implications for Market ParticipantsIn light of the current situation, parties to Dubai real estate contracts may wish to consider the following actions:Review your SPA or lease agreement now. Identify the force majeure clause, its qualifying events, notice periods, and whether payment obligations are excluded from relief. Many SPAs define force majeure narrowly; others include broader language covering war, armed conflict, government restrictions, supply disruption, and related events. The availability of relief depends primarily on the contractual wording.Issue notices promptly. Contractual notice deadlines — often 14 to 28 days — are typically strictly enforced. Missing a notice deadline can be fatal to a claim, regardless of its substantive merit. Under Article 221 of the new law (Article 246 of the current Civil Code), contracts must be performed in good faith, and timely communication with counterparties is part of prudent legal and commercial conduct.Document the causal link. UAE courts require specific, direct evidence linking the external event to the contractual obligation that cannot be performed. Government circulars, supplier correspondence confirming disruption, freight quotations demonstrating cost increases, and insurance correspondence may all be relevant. General references to regional instability will not suffice.Classify the problem correctly. Ask whether performance is impossible or merely more expensive. If construction materials cannot physically enter the country or legal restrictions prevent performance, that may support a force majeure argument. If materials remain available but at significantly higher prices, that is more likely hardship territory — and the remedy is judicial rebalancing rather than automatic termination.Verify escrow compliance. For off-plan holdings, the RERA Oqood system allows verification of construction progress and escrow account status. Any concern regarding escrow withdrawals or project progress should be reviewed promptly against the applicable regulatory requirements.ConclusionDubai's real estate market has demonstrated resilience through previous periods of financial stress, regional instability, and global disruption. The structural safeguards present today — including regulatory oversight, mandatory escrow frameworks, relatively high levels of equity-funded transactions, and more disciplined project financing structures — provide additional stability compared to earlier market cycles.However, the legal framework is unforgiving for those who fail to act. Force majeure under UAE law requires genuine impossibility or legal prevention of performance, not mere commercial difficulty. The hardship doctrine offers a safety net but demands a high evidentiary threshold. The new Civil Transactions Law — with its treatment of different forms of impossibility, its mandatory hardship protection that cannot be contracted away, and its clearer articulation of good faith and judicial rebalancing — will shape the legal landscape from 1 June 2026 onward.For buyers, developers, landlords, and investors alike, the message from both legislation and caselaw is the same: review your contracts, document the impact, act on notice obligations, and classify the situation with precision. The difference between a successful claim and a failed one often lies not in the severity of the disruption, but in the quality of the evidence and the accuracy of the legal analysis.Authors: Dean Jaloudi, Partner and Khaled Abu Orabi, Senior Associate.

Kuwait’s New Narcotics Law: A Modern Regulatory Framework for Public Health, Compliance, and Controlled Substances

Kuwait has entered a transformative phase in its public-health and compliance architecture with the issuance of Decree-Law No. 159 of 2025, effective December 14, 2025, a comprehensive overhaul of the narcotics, psychotropics, and chemical-precursor regime, repealing the four-decade-old 1983 and 1987 laws. The new framework modernizes Kuwait’s approach to substance control through a structured system of licensing, surveillance, treatment, data governance, and inter-agency coordination. Although the law’s immediate focus is public health and anti-trafficking enforcement, its implications extend into healthcare, pharmaceuticals, logistics, research, compliance, risk management, and corporate governance. This impacts pharmacies, manufacturers, technology providers, and supply-chain operators. This shift aligns with Kuwait’s broader objective of building institutional systems capable of supporting the next generation of economic and social reforms. At its core, the new regime establishes an integrated governance model, anchored in the Ministry of Health but coordinated with the Ministry of Interior, Customs, laboratories, treatment centers, and cross-border regulatory bodies. The forthcoming Executive Regulation is expected to unify these operational requirements through a detailed rulebook governing licensing, storage, electronic tracking, treatment protocols, and surveillance mechanisms. Institutional Architecture: Ministry of Health at the Center of a Cross-Sector Control Ecosystem The law repositions the Ministry of Health as the national authority responsible for the scientific, medical, regulatory, and oversight pillars of the framework. Under the law, the Ministry licenses all entities dealing with narcotic drugs, psychotropics, and chemical precursors; establishes central registers, quota systems, batch-tracking controls, and electronic monitoring platforms; and governs prescribing, dispensing, storage, destruction, and transport through detailed procedures to be formalized in the Executive Regulation. It further oversees rehabilitation and treatment centers, medical committees, and post-treatment monitoring systems. The Ministry of Interior plays a parallel enforcement role, particularly with respect to smuggling, trafficking networks, digital crime, and controlled deliveries, while Customs controls cross-border flows of substances and precursors. This alignment reflects a shift toward integrated compliance governance, where medical, enforcement, and data-governance mandates intersect. The structure is designed to create a controlled, traceable ecosystem capable of preventing diversion, ensuring public safety, and supporting evidence-based health interventions. From Policy to Implementation: Licensing, Electronic Tracking, and Supply-Chain Controls The law introduces a comprehensive licensing and control system applicable to hospitals, pharmacies, manufacturers, warehouses, research institutions, veterinary facilities, and transport operators. Its core pillars include electronic tracking systems covering import, storage, dispensing, return, and destruction of controlled substances; batch-tracking and serialization requirements for manufacturers and warehouses; supply-chain controls over qualified transport vehicles, secure containers, GPS-enabled routes, and mandatory reporting of delays or discrepancies; real-time, Ministry-linked electronic prescriptions to eliminate fraudulent or unauthorized dispensing; and inspection rights allowing regulators to access premises, records, samples, and audit trails. These measures mirror international best practices and reflect a deliberate move toward digital compliance, reducing diversion risk and strengthening Kuwait’s pharmaceutical and clinical governance environment. “For both healthcare providers and manufacturers, compliance will ultimately be expressed contractually. Agreements with vendors, logistics operators, and software providers must embed traceability tools, inspection cooperation, serialization obligations, and incident-reporting workflows aligned with regulatory expectations.” Treatment, Rehabilitation, and Medical Oversight: A Modern Public-Health Approach A core innovation in the law is the establishment of a medical-based model for addiction treatment. Under the articles, a specialized medical committee evaluates addiction cases and determines individualized treatment plans. Treatment may be voluntary or court-ordered, with strict confidentiality requirements; commitment periods count toward sentencing for eligible offenses; and release decisions are based on medical, not punitive, criteria. Rehabilitation programs involve coordinated social, psychological, and vocational support, anchored in clinical best practices. The law positions addiction as a medical condition, integrating treatment, rehabilitation, and post-care monitoring into the national health system. This public-health approach reduces stigma while strengthening institutional capacity to manage long-term addiction cycles and reintegration outcomes. Data Governance and Surveillance: A Controlled and Traceable Information System The law establishes sophisticated data-governance requirements comparable to those applied in Kuwait’s cyber and cloud sectors. It mandates centralized electronic databases covering licenses, imports, exports, prescriptions, dispensing records, inventories, and destruction logs; confidential medical records with limited access pathways for judicial and medical authorities; mandatory reporting of irregularities, losses, discrepancies, and adverse reactions; and digital integration between ministries, laboratories, customs authorities, and enforcement bodies. These systems create a unified surveillance environment in which every dose of controlled substance is traceable, and every treatment event is securely recorded. Enforcement and Regulatory Expectations: High Penalties, Clear Duties The law separates (i) criminal offenses (such as trafficking, manufacturing, distribution, and smuggling) from (ii) regulatory breaches by licensed or registrable entities. Criminal offenses carry severe custodial penalties up to life imprisonment when aggravating factors are present. Aggravating factors that can elevate penalties to the death penalty include exploiting or involving a minor or a person lacking capacity, abusing an official position, or acting on behalf of a criminal organization. Regulatory and administrative sanctions apply to non-compliance with licensing, storage, dispensing, transport, record-keeping, or destruction obligations by regulated entities. Authorities may order immediate confiscation of substances, equipment, vehicles, and proceeds; close facilities; suspend or revoke licenses; impose doubled fines and activity suspensions on legal persons; and, for non-Kuwaiti offenders convicted of relevant crimes, deportation. Inspectors are empowered to enter, search, and inspect premises; review and copy records; require destruction of stock; and mandate compliance remediation. “Supervisory expectations are rising. Entities that maintain documented standard operating procedures, conduct periodic control assessments, and implement compliance monitoring programs will face fewer corrective measures following inspection. Contracting and Operational Implications for Healthcare and Industry The new framework requires that operational relationships reflect regulatory controls through clear contractual alignment. Priority themes include inventory-management and serialization obligations; secure transport requirements tied to permit conditions; joint inspection and cooperation clauses; record-keeping commitments aligned to retention mandates; data-sharing and confidentiality frameworks that comply with health-records protection rules; and incident-reporting workflows consistent with statutory timelines. For pharmaceutical companies, hospitals, laboratories, and logistics operators, the completeness of these terms will increasingly determine regulatory resilience and audit readiness. A National Control Strategy: Future Trajectory The forthcoming Executive Regulation is expected to integrate technical storage standards; e-prescribing and e-tracking specifications; detailed licensing conditions; precursor-control requirements; laboratory and destruction protocols; and inter-agency coordination procedures. Once issued, these regulations will solidify Kuwait’s movement toward a more mature, compliance-driven public-health system to connect enforcement, treatment, and supply-chain governance within a unified national structure. Conclusion Law No. 159 of 2025 represents a generational modernization of Kuwait’s narcotics and psychotropics regime. Far beyond a criminal framework, it introduces a national compliance infrastructure spanning healthcare, supply chains, digital systems, treatment models, and cross-border coordination. As Kuwait moves from legislative reform to operational execution, entities that engage early, align their internal controls with the new regulatory requirements, and prepare for the forthcoming Executive Regulation will not only mitigate legal and operational risk but also contribute to a safer and more resilient public-health environment. Authors: Legal Director, Mohammed Al Awadhi, Senior Associate, May El Mahdy and Trainee Lawyer, Fahad Al Zouman

CMA Issues Decision No. (85) of 2026: Modernising Kuwait’s Capital Markets and Restructuring the Trading Commission Framework

As part of its ongoing efforts to modernize Kuwait’s capital markets and align its regulatory framework with international best practices, the Capital Markets Authority (“CMA”) has issued decision no (85) of 2026, introducing a series of amendments to the executive Bylaws of law no.7 of 2010 concerning the establishment of the CMA and regulation of securities activities. The decision forms part of the second phase of the Qualified broker initiative, a key component of the CMA’s broader Capital Market Development launched in 2025.The amendments seek to enhance market efficiency by restructuring the trading commission framework, introducing additional financial services, and strengthening the role of licensed brokerage firms in managing clients assets.Regulatory framework & Key objectivesThe decision aims to expand the range of services that licensed brokers may offer while improving the overall trading experience for investors. A notable feature of the amendments is the introduction of a new service allowing brokers to deposit clients trading funds into income generating accounts maintained with commercial banks. This enables idle cash balances allocated for trading purposes to generate returns for investors while remaining available for securities transactions.Restructuring the Trading Commission ModelOne of the most significant reforms introduced by this decision is the restructuring of the trading commission applicable on the Kuwait Stock Exchange. The CMA has unified the overall trading commission applicable to both the Premier Market and the Main market, creating a standardized commission structure across the exchange.The decision also revives the allocation of commission components between the stock exchange, the clearing company, and the brokerage firms. Under the new framework the exchange and clearing fees are fixed while brokerage firms are granted greater commercial flexibility by allowing them to offer discounts on their brokerage commissions, subject to limits determined by CMA.In addition, the decision abolished certain fixed transaction fees, including the 5KD custody settlement fee charged per executed transaction on custody accounts and the 0.50KD settlement fee previously imposed on transactions exceeding 50KD. The decision also increases the minimum brokerage commission from 0.250 Fils to 0.500 Fils. The removal of these fees is expected to reduce transaction costs and improve overall efficiency of trading activities.ConclusionThe CMA’s Decision no (85) of 2026 represents another significant milestone in the CMA’s capital market reform agenda. By introducing innovative financial services, restructuring the trading commission framework, and reducing transaction costs, the decision improves market efficiency while promoting competition and the continued development of Kuwait’s securities market. As these reforms are implemented market participants should keep an eye out and review their operational compliance frameworks to fully capitalize on the opportunities presented.Authors: Mohammed Al Awadhi, Partner and Ahmed AlBuaijan, Trainee Lawyer

Emerging Companies Market at Kuwait Stock Exchange: A Practical Legal Framework for SME Growth and Capital Access

Kuwait has developed a structured and proportionate pathway for small and medium-sized enterprises “SMEs” to access public capital through the Emerging Companies Market “ECM” at the Kuwait Stock Exchange “KSE”. Established as a dedicated listing segment under the Capital Markets Authority’s “CMA” market-segmentation framework, the ECM balances reduced entry thresholds with clear governance, disclosure, and investor-protection standards. Designed for growth-stage companies, the ECM provides a regulated route to equity financing while avoiding the full complexity of the main market. Its architecture reflects Kuwait’s broader policy objective of strengthening capital-market depth, improving SME access to funding, and institutionalising governance across the private sector in line with international best practices. Although the ECM is primarily a capital-raising platform, its implications extend to corporate governance, valuation discipline, disclosure controls, shareholder structuring, and regulatory compliance. For SMEs seeking institutional credibility, diversified funding sources, and long-term scalability, ECM listing represents a strategic legal and commercial milestone. Market Architecture and Regulatory Authority The ECM operates within Kuwait’s statutory capital-markets framework, under which the KSE is authorized, subject to CMA approval, to segment the market and allocate securities to each segment based on published eligibility criteria. No company may list without a formal recommendation from the KSE and approval from the CMA following review of a complete application. Applications must be submitted using Exchange-prescribed forms and supported by documentation required under the Exchange Rulebook and the CMA Executive Bylaws. The CMA is required to decide on a complete application within thirty business days, providing applicants with procedural certainty. This gatekeeping structure ensures that ECM admission standards are enforceable, transparent, and aligned with broader market-integrity objectives. Admission Standards and Eligibility Thresholds While detailed ECM requirements are set out in the Exchange’s rules, the principal eligibility thresholds reflect SME operating realities. Issuers must demonstrate a minimum total fair market value of issued share capital of at least KWD 750,000; a free float of at least 20% of the company’s share capital; and a minimum of 20 shareholders, each holding shares valued at KWD 5,000 or more, except where the company is incorporated as a public joint stock company. The company must demonstrate continuity of activity for the last two financial years in one or more of the main purposes stated in its Articles of Association, with the majority of its revenues generated from those activities. It must also have audited financial statements approved by the General Assembly for the two financial years preceding the listing application. The issuer must be a shareholding company with freely transferable shares, subject only to limited statutory or contractual restrictions. Companies may list newly issued shares, existing shares, or a combination of both, provided that the applicable ECM requirements and CMA approvals are satisfied. Valuation, Offering Structure, and Prospectus Discipline Where ECM admission involves a public or private offering, Kuwait’s dealing-in-securities regime applies. This includes mandatory CMA approval of the prospectus, which must disclose business risks, financial history, governance structures, management details, related-party transactions, and use of proceeds. Where share premiums or fair value are relevant, a valuation report must be prepared by a CMA-licensed investment advisor or asset valuator, setting out the methodology and basis of valuation. In public offerings, allocation safeguards apply, including subscriber withdrawal rights where free-float or shareholder-dispersion thresholds are not met upon allocation. These mechanisms embed pricing discipline and investor confidence into ECM transactions and support orderly capital formation. Governance and Disclosure Obligations Post-Listing ECM issuers are listed companies and are therefore subject to ongoing governance and disclosure obligations. These include compliance with general assembly procedures covering advance notice, agenda disclosure, authenticated minutes, and shareholder participation; transparent board-nomination and election processes with advance disclosure of candidates and their executive or independent status; and the implementation of core governance controls, including board oversight of executive management, an Audit Committee reporting to the board, a risk-management framework, and the appointment of a Compliance Officer or outsourced equivalent. ECM issuers must also comply with periodic financial-reporting obligations, including the publication of annual and semi-annual financial statements audited by CMA-registered auditors, subject to rotation and notification requirements. Failure to meet reporting or governance obligations may trigger trading suspension, disciplinary action against the board, or, where deficiencies persist, delisting. Addressing Structural SME Challenges Through ECM Listing The ECM is designed to address recurring structural challenges faced by SMEs. From a financing perspective, it provides a regulated platform for equity fundraising and access to future capital-market instruments, reducing reliance on bilateral bank financing. From a human-capital perspective, ECM-listed companies are better positioned to implement employee equity and incentive plans within a defined legal and disclosure framework. From an operational standpoint, mandatory reporting cycles, audit oversight, and disclosure controls drive stronger internal controls, financial discipline, and risk management. Institutionally, baseline governance and transparency standards enhance credibility and engagement with investors, lenders, and strategic counterparties. Role of Licensed Market Participants ECM listings rely on coordinated input from licensed market participants. A Listing Advisor, licensed by the CMA to carry out investment-advisory activities for listing purposes, guides the issuer through eligibility assessment, documentation, governance uplift, and regulatory interfaces. Where valuation is required, a CMA-licensed investment advisor or asset valuator provides the valuation report supporting fair value or share premium. Issuers must appoint CMA-registered auditors to anchor financial reporting, and, where offerings are involved, subscription agents and underwriters may be engaged to manage allocation and book-building mechanics. The KSE manages the application intake and recommendation process, while the CMA exercises approval, supervision, and enforcement authority. Practical Legal Workstreams for ECM Readiness From a practical legal perspective, ECM readiness typically involves a structured work plan covering eligibility and free-float gap analysis; review of shareholder agreements and transfer restrictions; governance and committee structuring; coordination of prospectus and valuation documentation; capital-increase approvals and management of pre-emptive rights; audit readiness and IFRS alignment; and establishment of a post-listing compliance calendar covering reporting, disclosures, and general assemblies. Early legal and governance structuring significantly reduces execution risk and regulatory friction during the listing process. Conclusion The Emerging Companies Market represents a calibrated and credible entry point into Kuwait’s capital markets for SMEs with sustainable growth ambitions. By combining proportionate admission standards with enforceable governance and disclosure obligations, the ECM offers a legally robust platform for capital formation, valuation transparency, and institutional credibility. For companies considering ECM admission, early engagement with a Listing Advisor, disciplined governance preparation, and structured legal readiness are essential to achieving a smooth listing and sustaining long-term compliance as a public company. Authors: Mohammed Al Awadhi, Legal Director and Fahad Al Zouman, Trainee Lawyer

Kuwait Introduces Formal Confidentiality Protections for Competition Proceedings: Decision No. 33 of 2026

New Rules for Industrial Plot Withdrawals: PAI Decision No. 8 of 2026

The Kuwaiti Public Authority for Industry ("PAI") just issued Ministerial Decision No. 8 of 2026 setting out detailed rules and procedures governing the withdrawal of industrial plots under the PAI's supervision. The Decision was issued on 5 May 2026 and published in the Official Gazette (Issue No. 1790, dated 10 May 2026).The Decision applies to all categories of plots overseen by the PAI, including industrial, service, commercial, and craft plots, as well as sand quarry sites, gravel storage, and car scrap locations. It establishes a structured framework for how and when the Minister of Commerce and Industry (or their delegate) may order the withdrawal of an allocated plot.The grounds for withdrawal, set out in Article 2, cover a wide range of scenarios. These include obtaining an industrial licence or plot allocation through false or misleading information, halting production for six months or more without the PAI's approval, failing to register the project in the industrial register, using the plot for purposes other than those specified in the allocation decision, subletting the plot or granting third-party usage rights without authorisation, violating environmental protection or safety rules, and expiry of a temporary allocation period.Once a withdrawal decision is published in the Official Gazette, the relevant department or committee has one month to begin enforcement proceedings, and the plot holder is then notified and given one month from the date of notification to vacate the plot and hand it over free of occupants. If the holder fails to comply, the PAI's legal affairs department is instructed to initiate court proceedings for eviction and recovery of all outstanding amounts.That said, the Decision includes a grievance mechanism under Article 6, whereby any affected party may file a grievance within 30 days of the publication or notification of the withdrawal decision. Filing a grievance within the statutory deadline suspends the enforcement of the withdrawal decision until the grievance is resolved. But if the grievance is rejected, the department resumes enforcement within two weeks of publication of the rejection decision, and the plot holder must vacate within one month.There is also room for flexibility, as the Director General may, upon request, extend the evacuation period by up to six months from the date of publication of the withdrawal or grievance rejection decision, provided the plot holder pays all outstanding financial obligations upfront for the requested extension period.As it pertains to penalties, late handover triggers a monthly penalty starting at 25% of the annual usage fee for the first month of delay, increasing to 50% in the second month, 75% in the third, and reaching 100% from the fourth month onwards. This applies to each subsequent month until full handover. In addition, a daily penalty of KD 100 applies from the day following the expiry of the specified deadline until handover is complete.This Decision brings much-needed clarity and structure to an area that has historically been a source of disputes between the PAI and industrial plot holders. Businesses currently holding industrial allocations should review their compliance status carefully and ensure they are meeting all conditions of their allocation, particularly around production continuity, registration, and permitted use, to avoid triggering withdrawal proceedings.For advice on how these new rules may affect your industrial plot allocation, contact Managing Partner, Alex Saleh and Partner, Asad Ahmad.Authors: Asad Ahmad, Partner and Liana Rashid, Trainee Lawyer.

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