UAE Merger Control 2026: Thresholds, Filing & Closing Risk

UAE merger control became materially more operational in 2026. The substantive filing obligation already existed under Federal Decree-Law No. 36 of 2023 Regarding the Regulation of Competition, and the current notification thresholds were introduced by Cabinet Resolution No. 3 of 2025. The procedural framework is now significantly clearer following Cabinet Resolution No. 59 of 2026, the Executive Regulation of the Competition Law, which became effective on 30 July 2026.

The 2026 framework matters directly to transaction timetables. A deal that qualifies as an economic concentration and meets either notification threshold must be notified before completion. The parties cannot simply sign and close while the filing is under review. UAE law contains a standstill obligation, and regulatory silence is not approval.

The core transaction question should therefore be asked at the beginning of the deal: does the transaction create an economic concentration affecting competition in the UAE, and if so, does either the AED 300 million sales threshold or the 40% market-share threshold apply?

The 2026 merger-control framework now rests on four key instruments

Federal Decree-Law No. 36 of 2023 — the principal Competition Law;
Cabinet Resolution No. 3 of 2025 — the current economic-concentration thresholds;
Cabinet Resolution No. 59 of 2026 — the Executive Regulation governing filing and review procedures; and
Cabinet Resolution No. 105 of 2026 — the current competition-service fees framework.

The Ministry of Economy and Tourism also published competition guidance in 2026, including guidance on relevant-market definition, and now operates a public process for economic-concentration applications and third-party comments.

What is an economic concentration?

The Ministry describes an economic concentration as an act resulting in the whole or partial transfer, through merger, acquisition or a comparable arrangement, of title or usufruct of property, rights, shares, stocks or obligations from one undertaking to another where the transaction enables an undertaking or group of undertakings to exercise direct or indirect control over another undertaking or group of undertakings.

The focus is therefore on a change in control rather than the label placed on the transaction. Potentially relevant structures can include share acquisitions, asset acquisitions, statutory mergers, business transfers, joint ventures and other arrangements producing direct or indirect control.

The Competition Law has an effects-based territorial reach

Article 3 of Federal Decree-Law No. 36 of 2023 applies the Competition Law to undertakings conducting economic activity in the UAE and also to economic activity practiced outside the UAE where that activity affects competition in the UAE.

This means a transaction between foreign companies can require UAE merger-control analysis even where the purchaser and target are incorporated abroad, the documents are governed by foreign law and legal closing occurs outside the UAE.

The question is whether the transaction affects a relevant UAE market and satisfies the notification conditions.

The current notification thresholds are alternative

Cabinet Resolution No. 3 of 2025 established two alternative filing thresholds.

The total annual sales value of the concerned undertakings in the relevant market within the UAE during the last fiscal year exceeds AED 300 million; or
The total share of the concerned undertakings exceeds 40% of total transactions in the relevant market within the UAE during the last fiscal year.

A transaction does not need to meet both tests. Crossing either threshold can trigger notification.

A deal with modest UAE turnover can still require filing if the parties have a combined market share above 40%, while a deal with lower market share can still require filing if relevant UAE-market sales exceed AED 300 million.

The AED 300 million test is not a purchase-price threshold

The sales test looks to annual sales in the relevant UAE market during the last fiscal year. It is not based on transaction value, purchase price, enterprise value, global deal value or the target's balance-sheet assets.

Deal teams should therefore collect UAE-market sales data early rather than assuming a large or small purchase price answers the filing question.

The 40% threshold makes market definition critical

A market-share test cannot be applied until the relevant market has been identified. That requires analysis of the relevant product or service market and the geographic area in which competitive conditions are assessed.

Market definition can change the result materially. A business may have a small share of a broad industry but a high share of a narrower product or geographic market.

The Ministry's publication of Guidelines on Relevant Market Definition in July 2026 is therefore important for deal planning. The filing analysis should use a defensible competition-market definition rather than a convenient commercial description.

Do not confuse merger notification with dominance

Cabinet Resolution No. 3 of 2025 also uses a 40% threshold in the framework for determining a dominant position. But merger notification and abuse of dominance are different legal questions.

A transaction can require filing because the parties exceed a merger threshold even though no abuse has occurred. Clearance also does not authorise later anti-competitive conduct.

Sector-specific regulation can displace the general regime

Article 4 excludes conduct concerning specific goods or services where another law gives a sectoral regulatory authority responsibility for competition rules, exemptions and economic concentrations, unless that regulator asks the Ministry to take over the matter and the Ministry agrees.

The law also permits specific exclusions for undertakings owned by the Federal Government or an emirate government in accordance with the statutory mechanism.

A transaction in a regulated sector should therefore begin with a jurisdictional review rather than assuming the general Ministry process automatically applies.

Some transactions can be handled at emirate level

The Competition Law contemplates a role for the relevant local authority where the undertakings are situated only in the same emirate and the competitive effect does not extend beyond that emirate.

In that situation, the local authority may consider the application under the Competition Law and Executive Regulation while notifying the Ministry and allowing Ministry participation.

Notification must occur before completion

Article 12 requires the relevant undertakings to submit the economic-concentration application at least 90 days before completion.

This should influence the acquisition agreement from the drafting stage. A potentially notifiable transaction should ordinarily contain a merger-control condition precedent, a covenant against pre-clearance completion, cooperation obligations, responsibility for fees, remedy provisions and a realistic long-stop date.

The 2026 Executive Regulation specifies who files

For an acquisition, the application is submitted by the acquiring undertaking as purchaser, or by its authorised legal representative.

For a merger or joint venture, the filing is submitted by all parties concerned or by an undertaking authorised by them through the required special power of attorney.

The filing is document-intensive

Article 10 of the 2026 Executive Regulation requires a detailed filing package including:

constitutional documents;
business licences;
the transaction agreement;
audited financial statements for the previous three financial years for the parties and their branches;
shareholder, partner or founder information;
head-office and branch information;
proof of payment of the filing fee; and
a detailed report on the economic dimensions of the transaction.

The economic report is effectively the competition case for clearance

The economic-dimension report must address matters including:

the relevant markets affected by the transaction;
market conditions during the preceding three financial years;
competitors and their sales and market shares;
customers and the parties' dealings with them;
markets likely to be affected;
positive effects of the transaction;
proposed commitments or measures to mitigate adverse effects; and
effects on prices, quality, availability and consumer choice.

The filing is therefore a substantive competition analysis, not a short corporate notice.

Arabic or English filings are permitted

The 2026 Executive Regulation permits applications in Arabic or English. Documents created in another language must be accompanied by an Arabic or English translation.

Parties can designate information as confidential, but must also provide non-confidential summaries sufficient to allow the content to be understood.

Completeness review has a defined timetable

Article 13 of Cabinet Resolution No. 59 of 2026 creates an initial formal-review stage. The reviewing authority examines the application and supporting documents within 10 working days, and that period may be extended once for a similar period.

If documents are incomplete or information is insufficient, the authority may request additional information within the period specified under the Regulation.

This stage matters because the main review clock runs from receipt of a complete application satisfying the required conditions.

The substantive review period is 90 days, extendable by 45

Article 13 of the Competition Law gives the Minister or authorised representative 90 days to issue the decision after receipt of the complete application.

The period may be extended by another 45 days.

Deal teams should therefore not assume that filing exactly 90 days before the planned closing date guarantees a decision by that date. The completeness process and potential extension must be factored into the long-stop date.

There is a strict standstill obligation

During the statutory review period, the parties may not perform acts or procedures that complete the economic concentration.

This is the core UAE standstill obligation.

Particular care is required around pre-closing management rights, voting arrangements, transfer of key assets, integration of teams, migration of customers, sharing competitively sensitive information and other conduct that may move from ordinary transaction protection into early implementation.

Regulatory silence means rejection

Article 13 expressly provides that if the Minister or authorised representative does not issue a decision within the statutory review period, the transaction is deemed rejected.

This is a major difference from the former UAE competition regime. The acquisition agreement should therefore make closing conditional on positive clearance rather than expiry of time.

Third parties can comment and object

The Ministry may publish basic information about a notified economic concentration and invite interested parties to submit information, comments or objections.

The 2026 Executive Regulation generally allows an interested party to submit an objection within 15 working days from publication of the transaction information.

Competitors, customers, suppliers, distributors and other stakeholders can therefore participate in the review.

Public consultation affects transaction communications

Because the review can involve publication of a non-confidential transaction summary, the legal team should coordinate competition filings with stock-exchange disclosures where applicable, employee communications, customer messaging and media strategy.

The merger-control process should not be assumed to remain entirely confidential.

Parties can offer commitments

Article 13 permits the parties to submit undertakings or measures intended to eliminate harmful effects on competition. Those commitments can be proposed with the filing or within 30 days after receipt of the complete application satisfying the required conditions.

Potential remedies may include divestment, modification of exclusivity, access commitments, supply commitments, licensing, non-discrimination obligations, information-firewall measures or other remedies appropriate to the competition concern.

The review assesses actual competitive effects

The 2026 framework requires legal and economic analysis of the transaction and its positive and negative effects. Issues can include market structure, actual and potential competition, market entry, market power and effects on prices, quality, availability, innovation and consumer choice.

The authority can approve the transaction, approve it subject to conditions or commitments, or reject it.

Filing fees are now expressly regulated

The 2026 fees framework sets the economic-concentration application fee at 0.02% of the combined annual sales value used under the applicable fee rule, capped at AED 150,000.

Proof of payment forms part of the filing package. Fees already collected are not refunded if the economic-concentration application is withdrawn during the permitted withdrawal stage.

Foreign-to-foreign transactions require UAE screening

Because the Competition Law applies to foreign economic activity affecting UAE competition, a global acquisition may require a UAE filing even where no UAE company is being acquired directly.

The analysis should consider UAE sales, customers, local distribution, market share, digital supply into the UAE, branches or subsidiaries and whether competitive conditions in a UAE market will change after closing.

Joint ventures require control analysis

The 2026 Executive Regulation expressly addresses filing responsibility for joint ventures, confirming that joint-venture structures can enter the economic-concentration procedure.

The analysis should examine control rights, vetoes, governance, business scope, duration, parent-company participation and the venture's expected competitive effect in the UAE.

Parties should not assume that a newly created joint venture is outside merger control merely because the new entity has no historical turnover of its own.

The SPA should allocate merger-control risk

A transaction agreement should address:

which party leads the filing;
responsibility for fees and adviser costs;
review rights over filing drafts;
confidential-information procedures;
responses to regulator information requests;
third-party objection strategy;
remedy obligations;
whether behavioural remedies must be accepted;
whether divestment can be required;
the long-stop date; and
termination rights following rejection.

The remedies clause can become one of the most important risk-allocation provisions in the acquisition agreement.

Failure to notify carries a turnover-based penalty

Article 25 provides a fine of between 2% and 10% of the annual total sales of the goods or service revenue that is the subject of the violation, realised by the violating undertaking in the UAE during the last completed fiscal year.

If that amount cannot be calculated, the fine is between AED 500,000 and AED 5 million.

The potential penalty makes merger-control screening a closing issue, not a post-signing formality.

Gun-jumping during review carries a separate penalty

Article 26 applies where a relevant undertaking violates the statutory standstill obligation during the review period.

The fine is between AED 50,000 and AED 500,000.

Early implementation can therefore create exposure separate from the penalty for failing to submit a required notification.

An unnotified deal can still be investigated after closing

Article 18 of the 2026 Executive Regulation confirms that failure to file does not prevent the Ministry, local authority or sectoral regulator from examining and verifying the transaction before or after completion.

The authority may request information and documents and take the applicable enforcement measures. Closing does not cure the filing failure.

Misleading or withheld information creates further risk

Article 27 provides fines from AED 50,000 to AED 500,000 for obstructing officials, withholding information relevant to an investigation, providing misleading information or destroying relevant data.

Parties should therefore keep market-share calculations, board materials, investor disclosures and filings in other jurisdictions consistent with the UAE submission.

Merger-control analysis should begin before signing

Pre-signing competition analysis should identify:

whether the transaction produces a change of control;
the relevant UAE markets;
UAE-market sales for the last fiscal year;
estimated market shares;
sectoral or government-ownership exclusions;
the likely filing authority;
the filing party;
documents required for notification;
possible competition concerns; and
the minimum realistic clearance timetable.

A practical UAE merger-control matrix

Issue	Key question
Economic concentration	Does the transaction transfer or create direct or indirect control?
Territorial effect	Does it affect competition in a UAE market?
Sales threshold	Do combined annual sales in the relevant UAE market exceed AED 300 million?
Market-share threshold	Does combined share exceed 40% of transactions in the relevant UAE market?
Sector exclusion	Is competition for the relevant goods or services regulated under another statutory regime?
Filing authority	Ministry, relevant emirate authority or sectoral regulator?
Timing	Can the application be filed at least 90 days before completion?
Standstill	Does the SPA prevent control transfer or implementation before approval?
Remedies	What commitments could address competition concerns?
Long-stop date	Does it allow for completeness review, 90-day review and possible 45-day extension?

Practical checklist for buyers and sellers

Screen the transaction at term-sheet stage.
Define the relevant UAE market.
Collect UAE-market sales data.
Check both filing thresholds.
Assess foreign-to-foreign effects.
Identify sectoral jurisdiction.
Draft a merger-clearance condition precedent.
Prepare three years of financial and market information.
Budget the filing fee.
Plan for publication and third-party objections.
Consider remedies early.
Protect clean-team boundaries before closing.
Set a realistic long-stop date.
Do not rely on regulatory silence.
Preserve consistent evidence and market data.

The completeness date can be more important than the signing date

The statutory 90-day substantive review period does not begin merely because the parties have signed the transaction documents or sent an initial email to the Ministry.

The 2026 Executive Regulation creates a formal completeness stage. If the filing is missing required corporate documents, financial statements, market information, translations, fee evidence or the economic report, the authority can request supplementation before the main review progresses.

For transaction planning, the parties should therefore distinguish between:

the date the SPA or merger agreement is signed;
the date the first filing package is submitted;
the date the authority confirms formal completeness;
the start of the substantive review period;
any extension of that review period; and
the final clearance date.

A long-stop date calculated only from signing can be unrealistic if the filing itself requires several weeks of financial and market-data preparation.

Data collection should begin during due diligence

Merger-control analysis can be delayed when the target's sales systems do not report revenue according to the competition market that ultimately needs to be analysed.

Due diligence should therefore identify:

UAE sales by product or service line;
sales by customer category;
sales by emirate where relevant;
major UAE customers;
distribution channels;
competitor estimates;
historic market-share studies;
industry reports;
internal strategy documents; and
business plans discussing expected post-transaction market position.

Internal documents can be especially important. A transaction described internally as creating a “market leader”, eliminating a principal competitor or giving the combined business pricing power can attract regulatory attention even where the parties' external filing uses more cautious language.

Market-share estimates should be documented, not guessed

The 40% filing threshold can require judgment where reliable published market data does not exist.

The parties should record the methodology used to estimate:

total market size;
their own sales;
competitors' sales;
units versus value measures;
geographic scope; and
the relevant fiscal period.

Where several reasonable market definitions produce materially different results, the filing analysis should explain the alternatives rather than selecting the narrowest or broadest market solely to avoid notification.

Signing is permitted, but implementation must remain conditional

The Competition Law does not prevent parties from signing an acquisition agreement before clearance. The legal risk arises from completion or implementation before the standstill requirement has been satisfied.

This distinction allows commercial terms to be agreed while preserving the target as an independent business until clearance.

However, the buyer's pre-closing protections should remain proportionate. Ordinary covenants preventing extraordinary transactions can be legitimate, while control over ordinary pricing, customers, strategic decisions, hiring, supplier negotiations or day-to-day operations may create a greater gun-jumping concern.

Clean-team procedures can reduce pre-closing competition risk

Where the buyer and target are competitors, merger due diligence often requires access to sensitive information such as future pricing, margins, customer-specific terms, strategic plans or bids.

A clean-team structure can limit access to external advisers or designated individuals who are not involved in competing commercial decisions.

Practical safeguards can include:

redacting customer names;
aggregating pricing information;
using historic rather than forward-looking data where possible;
restricting downloads;
maintaining access logs;
prohibiting onward use for commercial purposes; and
destroying or returning sensitive material if the deal terminates.

Merger review does not suspend the parties' ordinary competition-law obligations before closing.

Other regulatory approvals remain separate

UAE merger-control clearance does not replace other approvals that may be needed for the transaction.

Depending on the deal, separate requirements may arise under:

the Commercial Companies Law;
securities and public-market rules;
foreign-investment or strategic-sector rules;
banking and insurance regulation;
telecommunications or other sector legislation;
free-zone regulations;
licence-transfer procedures;
government-contract change-of-control provisions; and
foreign merger-control regimes.

The conditions precedent schedule should therefore distinguish UAE competition clearance from all other regulatory consents rather than using one broad “government approvals” condition.

The filing fee should be planned as part of the critical path

Under the 2026 fee regime, proof of payment is one of the documents required in the economic-concentration filing package.

This makes fee payment part of filing readiness rather than an administrative step that can safely be completed after substantive review begins.

The transaction team should identify which party will make the payment, ensure the required Ministry registration or payment process is available, retain the electronic receipt and build the fee into the transaction budget.

Third-party objections should be anticipated in concentrated markets

The public-comment procedure means competitors, customers and suppliers can raise concerns about the transaction after the Ministry publishes its basic information.

Parties in concentrated markets should therefore anticipate possible objections relating to:

price increases;
foreclosure of competitors;
loss of an important supplier;
reduced customer choice;
bundling or tying;
access to essential inputs;
data advantages;
vertical discrimination; or
removal of an innovative competitor.

The parties should prepare evidence addressing foreseeable concerns before publication rather than responding for the first time after an objection is filed.

Remedy obligations should be negotiated before signing

A buyer may be willing to accept behavioural commitments but unwilling to divest a core asset. A seller may want certainty that the buyer must take all steps necessary to obtain approval.

The SPA should therefore state the agreed level of regulatory effort.

Common approaches include:

reasonable endeavours;
best endeavours;
acceptance of specified behavioural remedies;
a cap on divestment obligations;
exclusion of remedies affecting identified strategic assets; or
a broader obligation requiring the buyer to take whatever steps are necessary for clearance.

The correct allocation depends on bargaining power, competitive risk and the strategic importance of the deal.

Below-threshold deals still require careful classification

If neither notification threshold is met, the general mandatory economic-concentration filing trigger is not satisfied on that basis. But that conclusion should follow a documented analysis of the transaction, relevant market, sales and market share.

Parties should also confirm that the transaction is not subject to a sector-specific competition regime or another form of regulatory approval.

The Ministry's post-closing monitoring powers reinforce the value of keeping a written merger-control memorandum showing why a filing was not required.

Post-clearance integration should respect any conditions

Clearance is not always unconditional. Where approval is subject to commitments, the integration plan must reflect them from day one.

Responsibility should be assigned for:

implementing divestments;
maintaining access commitments;
monitoring information barriers;
reporting to the regulator;
meeting deadlines;
training relevant staff; and
retaining evidence of compliance.

A merger remedy that is accepted during review becomes an operational obligation after closing and should be tracked like any other material regulatory covenant.

Key takeaway

UAE merger control in 2026 is now a fully operational pre-closing regime. Federal Decree-Law No. 36 of 2023 provides the legal foundation, Cabinet Resolution No. 3 of 2025 establishes the thresholds, and Cabinet Resolution No. 59 of 2026 supplies the detailed filing and review procedure.

The thresholds require careful market analysis: notification can be triggered where combined annual sales in the relevant UAE market exceed AED 300 million or where combined market share exceeds 40%. Either test is sufficient.

The filing must be made before completion and the parties are subject to a standstill obligation. The authority has 90 days from a complete application, extendable by 45 days, and silence is deemed rejection. The 2026 regime also adds formal completeness review, detailed economic-report requirements, third-party objections, filing fees and post-closing monitoring powers.

For transaction documents, UAE clearance should be treated as a genuine condition precedent. The long-stop date should accommodate the full review process, and the parties should allocate responsibility for information requests, publication, remedies and regulatory risk before signing.

HZ Legal can assist buyers, sellers, private equity sponsors, joint-venture partners and multinational groups with UAE merger-control screening, economic-concentration filings, relevant-market analysis, transaction conditions precedent, competition due diligence, remedy strategy, responses to Ministry information requests and enforcement risk arising from unnotified or prematurely completed transactions.

Official and authoritative sources

This article provides general legal and regulatory information only and does not constitute case-specific competition, M&A, financial or investment advice. Filing analysis depends on transaction structure, control rights, relevant-market definition, UAE sales, market share, sectoral regulation, government ownership and geographic effect. Current Ministry forms, fees, guidance and sector-specific approvals should be checked before signing or closing a transaction.