2026-07-29
From 30 July 2026, the UAE has a fully operational merger control regime. Cabinet Decision No. 59 of 2026, the long-awaited executive regulations to the Competition Law (Federal Decree-Law No. 36 of 2023), enters into force and turns what used to be a largely dormant framework into a mandatory, suspensory clearance system. Transactions between parties whose combined annual sales in the relevant UAE market exceed AED 300 million, or whose combined market share exceeds 40%, can no longer be closed without notifying the Ministry of Economy and waiting for approval. The filing must be made at least 90 days before completion, and closing without clearance carries fines of AED 50,000 to AED 500,000. For anyone buying, selling or restructuring a business with a UAE nexus, deal timelines and documents now need to be planned around this regime from day one.
What exactly comes into force on 30 July
The UAE adopted a new Competition Law back in late 2023 (Federal Decree-Law No. 36 of 2023), but the law could not operate in practice without executive regulations: the procedural machinery of forms, deadlines, documents and review steps. That machinery arrived with Cabinet Decision No. 59 of 2026, adopted on 30 April 2026 and effective 30 July 2026. It replaces the previous implementing regulations, which dated from 2014 and were written for the old competition law.
The result is a complete, modern merger control framework: clear jurisdictional tests, a defined filing process with the Competition Department of the Ministry of Economy, statutory review periods, third-party participation and post-closing monitoring. Law firms tracking the reform, including Chambers and Partners contributors, Covington and Charles Russell Speechlys, describe it as a fundamental change for M&A and commercial transactions with any UAE connection.
Which deals are caught: the thresholds
The notification duty is triggered by thresholds set earlier by Cabinet Decision No. 3 of 2025. A transaction must be notified when either of the following is met:
- Turnover test: the total annual sales of the undertakings concerned in the relevant market in the UAE exceed AED 300 million; or
- Market share test: the combined share of the undertakings concerned exceeds 40% of the relevant market.
Two features deserve attention. First, the regime is suspensory: a notifiable deal cannot be completed until clearance is obtained. Second, the market share limb means that even transactions with modest revenues can be caught if the parties are strong players in a narrow market segment, a situation that is common in specialised trading, logistics and services niches.
Who files, when and what the file contains
In an acquisition, the filing obligation sits with the acquiring party or parties; in a merger or a joint venture scenario, all parties involved are expected to file. The notification goes to the Competition Department of the Ministry of Economy, and it must be submitted at least 90 days before the intended completion date.
The documentary package is substantial. Based on the published requirements, parties should prepare:
- the transaction agreements themselves;
- audited financial statements for the last three years;
- commercial licences of the undertakings concerned;
- an economic report, including a detailed market study covering the last three fiscal years and an identification of competitors and their market shares.
In practice this means a UAE filing is not a formality that can be assembled in a week. The economic report alone requires market data that many companies do not keep readily available, and the three-year audited financials requirement is a reminder that clean, current audits are part of deal readiness. Companies that keep their corporate tax and accounting compliance in order will find this considerably easier.
The review clock
The regulations set out a structured timeline:
- Completeness check: 10 business days, extendable by another 10; parties get a limited window, up to 10 days, to supply missing information, with the overall phase capped at 30 business days.
- Substantive review: 90 days from acceptance of a complete notification, extendable by a further 45 days.
- Third parties: interested parties may submit observations within 15 business days, or file substantiated objections; where an objection is accepted, the notifying parties have 10 business days to respond.
- Deemed rejection: if no decision is adopted within the statutory timeline, the transaction is deemed rejected, not approved.
The deemed rejection rule is the opposite of what dealmakers know from many other jurisdictions, where silence means clearance. In the UAE, silence means refusal, which makes early engagement and a complete, well-prepared file even more important.
Sanctions and enforcement
Closing a notifiable transaction without clearance, known as gun-jumping, is punishable by a fine of not less than AED 50,000 and not more than AED 500,000. Beyond fines, the Competition Department is equipped with real enforcement tools: it may conduct on-site inspections and investigate transactions that met the thresholds but were not notified. There is no general discretionary power to call in deals below the thresholds, which at least gives smaller transactions certainty.
What this means if you do business in the UAE
The new regime is not only about billion-dirham mergers. It changes planning for a much wider circle:
- Buyers and sellers of UAE businesses. Share and asset deals, including staged acquisitions, need a threshold analysis before signing. A notifiable deal needs 90 days or more of regulatory runway built into the timetable and the long-stop date.
- Joint ventures. JV structures, common in trading, construction and logistics, fall within the regime, and all JV parties are involved in the filing.
- Group restructurings. Intra-group reorganisations and holding company changes with a UAE footprint should be checked against the tests rather than assumed exempt.
- Strong niche players. The 40% market share limb can catch specialised companies whose absolute revenues are far below AED 300 million.
- Deal documents. Conditions precedent, interim covenants and completion mechanics in SPAs now need UAE merger control language, and warranties should address competition compliance.
How Atlant Capital can help
Atlant Capital works with founders and investors who build and restructure businesses in the UAE. We help clients set up clean corporate structures through company formation in the UAE, keep licences and filings in order, and prepare the corporate file that any serious transaction, bank or regulator will ask for, including bank account opening and ongoing compliance. If a transaction is on your horizon, the right time to align your licences, financial statements and market documentation is before the deal clock starts ticking. Regulatory deadlines in the UAE are increasingly real, as the recent 90-day licensing window for the space sector also shows.
The bottom line
From 30 July 2026 merger control in the UAE is live, mandatory and suspensory. The thresholds are AED 300 million of combined UAE sales in the relevant market or a 40% combined market share; the filing goes to the Ministry of Economy at least 90 days before closing; the file is document-heavy; silence from the regulator means rejection; and closing without clearance costs up to AED 500,000. The UAE is aligning its competition framework with mature jurisdictions, and dealmakers who treat the new regime as part of standard deal hygiene, rather than an afterthought, will move faster than those who discover it at signing.
