UAE's New Competition Regulations Transform Merger Control, Making Early Regulatory Clearance Essential

For more than two years, dealmakers in the UAE operated under a competition law whose most important procedures existed only on paper. That period has now come to an end.

On April 20, 2026, the UAE Cabinet issued Cabinet Resolution No. 59 of 2026, the long-awaited Executive Regulations to Federal Decree-Law No. 36 of 2023 on the Regulation of Competition. The Executive Regulations entered into force on July 30, 2026, replacing the implementing framework introduced under the previous competition law in 2014 and completing the overhaul of the UAE's merger control and competition regime.

For anyone planning an acquisition, merger or joint venture with a UAE dimension, the practical message is clear: competition approval is no longer a procedural formality to be addressed at the end of a transaction. It is now a substantive regulatory process administered by the Competition Department of the Ministry of Economy and Tourism, with defined timelines, detailed filing requirements and significant penalties for non-compliance.

When Does a Deal Become an 'Economic Concentration'?

The starting point for every transaction is a simple but fundamental question: does the deal amount to an economic concentration?

The concept is deliberately broad. It covers any transaction resulting in the full or partial transfer of ownership or usufruct rights in assets, rights, stocks, shares or obligations, where the outcome is that one establishment, or a group of establishments, acquires direct or indirect control over another.

This definition extends well beyond conventional share acquisitions. Asset transactions, mergers, certain joint ventures and arrangements that confer control through contractual rights may all fall within its scope.

Control, rather than deal structure, is the determining factor. If a transaction changes who ultimately controls a business operating in the UAE, merger control analysis must be undertaken.

The Thresholds That Trigger a Mandatory Filing

Under Cabinet Resolution No. 3 of 2025, a filing with the Ministry is mandatory where either of two alternative thresholds is met:

Turnover threshold: the parties' annual sales in the relevant market within the UAE exceeded Dh300 million during the previous financial year; or

Market share threshold: the parties' combined market share exceeds 40% of total transactions in the relevant market within the UAE during the previous financial year.

Two aspects of these thresholds deserve particular attention. First, they operate independently. A transaction may require notification based solely on turnover, even where the parties have relatively modest market shares. Secondly, the turnover test relates to the relevant UAE market, meaning that even foreign-to-foreign transactions may require notification if the parties generate sufficient revenue within the country.

Where either threshold is met, the application must be submitted before completion. The law requires it to be filed at least 90 days before closing, and the transaction must not be implemented until approval has been granted.

What the Filing Now Requires

Article 10 of the Executive Regulations sets out the information and documents required for an Economic Concentration Application and modernises the filing process in several important respects.

The documentary formalities have been simplified. Only the power of attorney now requires certification and attestation. Under the previous regime, each party's constitutional and corporate documents also required certification, often adding weeks to the preparation process.

Documents may now be submitted in their original language, accompanied by an English or Arabic translation, replacing the earlier requirement for certified Arabic translations of all foreign-language documents.

At the same time, the substantive content of the application has become more rigorous. Filings must include an economic report addressing issues such as market definition, market dynamics, the competitive landscape, horizontal overlaps and vertical relationships between the parties, together with the anticipated positive effects of the transaction.

Applicants must also provide proof of payment of the filing fee, the amount of which will be confirmed through a ministerial resolution.

The practical consequence is that a UAE filing can no longer be treated as a routine administrative exercise. It now requires robust economic analysis prepared with the same level of care expected in more established merger control jurisdictions.

The Review Timeline Dealmakers Must Build Into Their Timetables

The Executive Regulations bring welcome clarity to the review process, which now unfolds in two stages.

The first is a formal examination. The Ministry has 10 working days, extendable by a further 10 working days, to confirm that the application is complete. If information is missing, it may request further details, and the statutory review period is suspended until the requested information is provided.

The second stage is the substantive review. Once the application is deemed complete, the Ministry has 90 days to assess it, with the option of extending the review by a further 45 days at its discretion.

At the conclusion of the process, the Ministry may approve the transaction, approve it subject to conditions, reject it, or determine that no filing was required.

One aspect of the regime requires particular attention: if the Ministry fails to issue a decision within the statutory period, the application is deemed rejected, not approved. In the UAE, silence does not amount to consent. Transaction timetables must therefore allow for the maximum review period, together with any objection proceedings, rather than assuming an expedited or tacit approval.

The Regulations also strengthen the Ministry's investigative powers. The Competition Department may invite the parties and interested third parties to meetings and conduct site inspections where necessary, including reviewing business records and electronic files.

Third Parties Now Have a Formal Voice

Another important development is the introduction of a formal mechanism for third-party objections.

Once the Ministry publishes basic details of a proposed transaction on its website, interested parties — including competitors, customers and suppliers — may submit a reasoned objection within 15 working days.

The Ministry will consider the objection and, where it considers the concerns credible, invite the transaction parties to respond within specified timeframes before continuing its review.

For contested or strategically sensitive transactions, this creates a genuine opportunity for opponents to raise competition concerns and highlights the need for transaction parties to anticipate potential objections and prepare their responses in advance.

Conditions Precedent, Standstill and the Cost of Getting It Wrong

Where a filing is, or may be, required, competition approval should be expressly reflected in the transaction documents.

The sale and purchase agreement or joint venture agreement should include Ministry approval as a condition precedent to completion, allocate responsibility for preparing and pursuing the filing, set out cooperation and information-sharing obligations, and establish a long-stop date that realistically accommodates the statutory review period and any extensions.

Equally important is the standstill obligation. During the review period, the parties must not take any steps to complete the economic concentration. Premature integration — commonly known as gun jumping — creates enforcement risks even where the transaction would ultimately have been approved.

The penalties for completing a notifiable transaction without approval are significant: fines ranging from 2% to 10% of annual revenues generated from the relevant goods or services in the UAE during the previous financial year or, where those revenues cannot be determined, fines ranging from Dh500,000 to Dh5 million.

For businesses with substantial UAE revenues, the cost of failing to notify can far exceed the professional fees associated with securing proper regulatory clearance.

Why Competition Risk Belongs at Signing, Not Closing

Perhaps the most important discipline imposed by the new regime is timing.

Competition analysis undertaken on the eve of closing is simply too late. By then, the transaction structure is fixed, the timetable committed, and the parties have limited flexibility to respond to a filing obligation, an information request or a third-party objection.

Instead, the assessment should be carried out before signing, when the parties can define the relevant market, gather the turnover and market share data needed to assess the thresholds, structure the transaction and its conditions precedent around the regulatory process, and build sufficient time into the timetable for both the formal examination and substantive review.

Early assessment also guards against a more subtle risk: the deemed rejection rule. A party that files late or submits an incomplete application risks not merely delay but exhausting the statutory review period altogether.

The Question Every Dealmaker Should Now Ask

The entry into force of the Executive Regulations on July 30, 2026 marks the point at which UAE merger control became a fully operational and procedurally sophisticated regime.

For every acquisition, merger or joint venture involving the UAE market, one question should now sit at the top of every due diligence checklist:

Does this transaction amount to an economic concentration, and do the parties meet the filing thresholds?

If the answer is yes — or even potentially yes — the competition workstream should begin immediately. The filing should be planned with the same rigour as the transaction itself, and the transaction documents should reflect the regulatory requirements.

The UAE has aligned its merger control framework with international best practice. Dealmakers who adapt their processes early and proactively will find the new regime manageable. Those who leave competition approval until the final stages of a transaction may discover that the most expensive provision in the agreement is the one they never included.

 

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