Introduction
The 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 2025
Under 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 Consequences
Although 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 Markets
In 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 Planning
From 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.
Conclusion
As 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.