What Federal Decree-Law No. 36 of 2023 and Cabinet Decision No. 59 of 2026 mean for transactions with a UAE nexus.

Introduction

After nearly three years of uncertainty, the UAE’s merger control regime is now fully operational. Federal Decree-Law No. 36 of 2023 (the "Competition Law") came into force in late 2023, replacing the largely dormant 2012 regime and introducing a mandatory, suspensory merger control framework. Key operational details, however, were left to Executive Regulations.

Cabinet Decision No. 3 of 2025 set the notification thresholds in January 2025. Cabinet Decision No. 59 of 2026 (the “Executive Regulations”) now completes the framework, providing the procedural rules, documentation requirements, and review mechanics that businesses and their advisors need to plan around.

This note summarizes the new framework and focuses on what matters most for dealmakers: when a filing is required, what must be submitted, how long review takes, and the consequences of getting it wrong.

Key Definitions

The Executive Regulations carry over the Competition Law’s definitions and add several operational concepts central to merger review. They go beyond definitions: for the first time, the regime sets out how dominance is assessed, the substantive factors the Ministry of Economy (the “Ministry”) will apply when reviewing concentrations, and rules on predatory pricing, post-merger monitoring, complaints, and reconciliation.

Economic Concentration is defined under the Competition Law as any act resulting in the complete or partial transfer — by merger or acquisition — of ownership or usufruct rights over property, rights, equity, shares, or obligations of an undertaking to another, empowering an undertaking or group of undertakings to directly or indirectly control another undertaking or group of undertakings. This is a broad formulation that captures traditional M&A as well as acquisitions of minority stakes or asset packages that confer control.

Control is not separately defined; the test is whether the transaction enables an undertaking to "directly or indirectly control" another. This captures both legal and de facto control.

The Relevant Market is defined under the Competition Law as comprising two elements: (i) relevant products — goods or services regarded as interchangeable or substitutable by reason of their prices, characteristics, and intended use; and (ii) the relevant geographic area — a physical or digital place where supply and demand converge under similar competitive conditions.

Dominant Position is addressed in Article 2 of the Executive Regulations. Dominance arises where an undertaking can act independently of competitive pressure from competitors, customers, or consumers, and can obstruct, restrict, or distort competition. Technological, financial, or geographic strength may be relevant - but innovation-derived advantages alone do not establish dominance unless they enable harm to competition or restrict market entry or consumer choice.

In assessing dominance, the Ministry may also consider market share (including below the 40% threshold), domestic sales, financial power, presence in adjacent markets, the level of actual or potential competition, substitutability, pricing behavior, barriers to entry, and exclusive or long-term customer or supplier arrangements. The multi-factor approach gives the Ministry analytical flexibility and gives businesses a clearer basis for self-assessment.

The Executive Regulations further define Parties to the Economic Concentration as the undertakings participating or intending to participate in an economic concentration, and Interested Parties (Stakeholders) as those affected by the concentration, including competitors, customers, suppliers, distributors, and other stakeholders.

Substantive Assessment Criteria

Article 13 sets out the criteria the Ministry will apply when reviewing a concentration. These include the type of transaction; the parties’ affiliates and economically related entities; the parties’ and their key customers’ market shares; competitor market shares; whether the transaction creates or strengthens dominance; substitutability of the parties' products and services; price levels; the impact on consumer welfare (price, quality, availability); pre- and post-transaction concentration levels; and the likely effect on market entry, expansion, or exit.

Merger Control and Economic Concentrations

Notifiable Transactions

Under Article 12 of the Competition Law, parties must file with the Ministry at least 90 days before completing any economic concentration that affects competition in the relevant market — particularly one that creates or strengthens a dominant position — where the jurisdictional thresholds are met.

Jurisdictional Thresholds

Cabinet Decision No. 3 of 2025 sets two alternative thresholds, either of which triggers a mandatory notification obligation:

  1. Turnover threshold: The total value of annual sales of the undertakings concerned in the relevant market in the UAE exceeds AED 300 million during the last fiscal year; or
  2. Market share threshold: The combined share of the undertakings concerned exceeds 40% of total transactions in the relevant market in the UAE during the last fiscal year.

The same 40% threshold is used to establish a dominant position under Article 2 of Cabinet Decision No. 3 of 2025. A "fiscal year" is defined as a calendar year or any 12-month period for which the relevant undertakings prepare financial statements.

Mandatory Notification and Standstill Obligation

Notification is mandatory and suspensory: parties cannot take steps to complete the transaction during the review period. There is no voluntary or simplified track. The Ministry can investigate and impose penalties whether or not a filing was made, and whether or not the deal has closed.

Parties may withdraw an application during the initial review, in which case it is treated as cancelled — but fees are non-refundable. Parties may also offer commitments to address competition concerns, either at filing or within 30 days of the Ministry confirming a complete application.

Post-Merger Monitoring

The Executive Regulations codify the Ministry's post-clearance monitoring powers. The Ministry can request data and documents from the parties and stakeholders — whether or not a filing was made — and must consider the impact on prices, quality, and availability of goods and services to consumers. Clearance is not the end of regulatory exposure: completed transactions remain subject to ongoing oversight.

Filing Requirements and Process

Required Documentation

Article 10 of the Executive Regulations sets out a comprehensive list of documents that must accompany the application, including:

  • Articles of association or bylaws of each party;
  • Commercial licenses;
  • A copy of the transaction agreement;
  • Audited financial statements for the last three fiscal years for each party and its branches;
  • A list of founders, partners, or shareholders and their respective ownership percentages;
  • Details of headquarters and branches, including capital contributions;
  • Proof of payment of the application fee;
  • An economic report covering: a detailed market study for the last three fiscal years, identification of all competitors and their market shares, identification of the parties' customers, markets that may be affected, positive effects and any proposed commitments to mitigate negative effects, and the transaction's impact on prices, quality, and availability for consumers;
  • The geographic scope of the parties' activities; and
  • A list of related transactions (acquisitions, mergers, joint ventures) completed in the last three years.

Language, Authentication, and Formalities

Filings may be made in Arabic or English. Supporting documents in other languages must be accompanied by an Arabic or English translation. Filings must be signed electronically by a legal representative under a duly authenticated special power of attorney. Confidential information must be marked "Confidential" and accompanied by a non-confidential summary marked "Non-Confidential".

Who Must File

In the case of an acquisition, the application is filed by the acquirer (buyer) or its authorized legal representative. In the case of a merger or joint venture, the application must be filed by all parties to the concentration, or by one undertaking duly authorized by the others.

Review Timelines

The review process established by the Competition Law and the Executive Regulations unfolds in several stages:

  1. Formal Examination: The Ministry conducts a formal (completeness) review of the application within 10 working days, extendable by a further 10 working days. Upon completion, it issues a notice to the parties confirming that formal requirements have been satisfied.
  2. Requests for Additional Information: If the application is incomplete, the Ministry may request supplementary documents within a period not exceeding 10 working days from the date of notification.
  3. Substantive Review: The Minister or his authorized representative must issue a reasoned decision within 90 days from the date of receiving the complete application. This period may be extended by an additional 45 days. During this entire period, the standstill obligation applies.
  4. Stakeholder Input and Objections: Interested parties have 15 working days from the date the Ministry publishes basic information about the concentration on its website to submit their views or file an objection. The parties to the concentration then have 10 working days to respond to any accepted objection.
  5. Clock-Stops: Review timelines are interrupted when the Ministry requests additional information from the parties, seeks a technical opinion from Relevant Authorities or Sectoral Regulatory Agencies, or when a stakeholder files an objection. The clock resumes upon receipt of the requested information.
  6. Final Report and Decision: After completing its substantive assessment, the Ministry prepares a report with a recommended decision, which must be submitted to the Minister within 10 days of completion. Failure to issue a decision by the Minister within the applicable deadline is deemed a rejection of the transaction.

The Minister may approve the transaction unconditionally, approve it subject to conditions or commitments, reject it, or determine that the Article 12 thresholds do not apply.

Sanctions and Consequences of Non-Compliance

The Competition Law establishes a tiered penalty framework:

  • Failure to notify (Article 25): A fine of not less than 2% and not more than 10% of the annual total sales of the goods or services subject to the violation. Where sales cannot be computed, the fine ranges from AED 500,000 to AED 5,000,000.
  • Gun-jumping — violation of the standstill obligation (Article 26): A fine of not less than AED 50,000 and not more than AED 500,000.
  • Substantive antitrust violations — breaches of the prohibitions on restrictive agreements, abuse of dominance, abuse of economic dependence, and predatory pricing (Article 24): A fine of not less than AED 100,000 and not more than 10% of the violating undertaking's annual total sales in the UAE. Where sales cannot be computed, the fine ranges from AED 500,000 to AED 5,000,000.
  • Obstruction of investigations (Article 27): A fine of AED 50,000 to AED 500,000.
  • Court-ordered closure: Upon conviction, a court may order the closure of an undertaking for three to six months and require publication of the judgment.

The Executive Regulations also establish a reconciliation (settlement) mechanism. Reconciliation must be in writing, include an express acknowledgment of the violations committed, and require payment of an amount not less than double the minimum fine within 30 working days. A reconciliation is binding, non-appealable, and halts criminal proceedings — but does not extinguish civil liability.

Practical Implications for Dealmakers

Key points for parties to UAE-nexus transactions:

  1. Broad jurisdictional reach. The Competition Law applies to all economic activities practiced outside the UAE that affect competition within it. Cross-border transactions — including regional and global deals — must be evaluated against the UAE thresholds.
  2. Market-share-based thresholds are inherently uncertain. The 40% market share test requires parties to assess their combined share of "total transactions in the relevant market" before closing — a determination that inevitably involves judgment and the risk of disagreement with the Ministry.
  3. Plan for lengthy timelines. With a mandatory 90-day pre-completion filing window, a 10-to-20 working day completeness review, a 90-plus-45-day substantive review, and multiple clock-stop triggers, the overall timeline from signing to clearance could extend well beyond six months.
  4. Deemed rejection on expiry. Unlike many jurisdictions where failure to act by the authority results in deemed clearance, the UAE regime provides that the failure to issue a decision within the applicable period constitutes a deemed rejection. This places a premium on proactive engagement with the Ministry.
  5. No safe harbor for non-filing. The Ministry may investigate transactions — and impose administrative penalties — regardless of whether the parties have filed, and whether the transaction has already closed.
  6. Prepare robust economic analysis. The filing requirements demand a detailed economic report covering market definition, competitor analysis, and an assessment of the transaction's impact on prices and consumer welfare. Parties should budget for economist input at the pre-filing stage.

Conclusion

The Executive Regulations make UAE merger control fully operational. The country now has a complete merger control framework with detailed procedural rules, defined documentation requirements, and meaningful penalties. The regime is demanding — both substantively and administratively — and reflects a clear intent to position the UAE as a serious competition jurisdiction.

Perhaps most strikingly, the UAE is not merely catching up with established competition regimes — it is positioning itself to leapfrog them. Just two weeks ago, the Ministry of Economy launched a tender requesting bids from AI companies with competition experience to partner with the Ministry to build the UAE's National Competition Platform. The vision is transformative: a system powered by agentic AI that can analyze merger control requests, produce preliminary antitrust investigation reports, and conduct market studies — while engaging with partners and stakeholders throughout the process. The Director of Competition at the Ministry of Economy stated: "We are seeking a strategic partner capable of delivering an intelligent platform that will redefine competition enforcement in the UAE." If realized, this initiative would make the UAE one of the first jurisdictions in the world to embed AI at the core of its competition enforcement operations — a development that global practitioners should watch closely.

Companies doing business in the Gulf can no longer treat UAE merger control as an afterthought. Early engagement with experienced competition counsel and thorough pre-filing preparation are now essential components of any well-executed transaction with a UAE nexus.

Authors: Asad Ahmad, Head of Antitrust & Competition and Khaled Abu Orabi, Senior Associate