UAE merger control: Does your deal need a Competition Law filing?

Short answer

• The UAE has a new competition regime. A 2023 law replaced the 2012 framework and brought a mandatory pre-merger filing system into force on 31 March 2025.
• A deal triggers a filing on either threshold. Combined parties' UAE turnover above AED 300 million in the relevant market, or combined market share above 40 per cent.
• You cannot close before clearance. Filings go to the Ministry of Economy at least 90 days before completion, and gun-jumping is a fineable breach in its own right.
• Fines reach 10 per cent of revenue. Penalties run from AED 100,000 to 10 per cent of UAE revenues in the relevant market, or up to AED 5 million where revenue cannot be determined.

A regional fund agrees to acquire a UAE retail business. Both sides understand the deal, the financials are agreed, the SPA is signed and the parties move toward completion. Two weeks before closing, a UAE counsel asks whether the deal has been filed with the Ministry of Economy. It has not been filed. The UAE turnover of the combined business is above AED 300 million in the relevant market, the closing date is now blocked, and the parties are looking at a 90-day clock they could have started six months earlier.

The UAE's competition regime has changed. For over a decade, mergers in the UAE were notifiable only on a market-share test few deals met, and most transactions closed without a regulator looking at them. That picture ended on 31 March 2025 when the new Competition Law's merger control thresholds came into force. Filings are now mandatory, suspensory and policed by penalties, and the 90-day pre-completion window means the analysis has to happen at the term-sheet stage, not at signing. M&A lawyers in the UAE are now running competition checks on deals that would have closed without one until last year.

The new competition framework that came into force at the end of 2023

Federal Decree-Law No. 36 of 2023 on the Regulation of Competition came into force at the end of 2023, replacing the previous competition law from 2012 and rebuilding the framework in line with the regimes most M&A practitioners are used to elsewhere. The Ministry of Economy administers the regime through its Competition Department, supported by a Competition Regulatory Committee that advises the Minister on policy, exemptions and individual cases.

The shift from the old framework is structural. Federal and government-owned entities now sit inside the regime unless specifically exempted, the exemptions for small and medium enterprises and for certain sectors that existed under the old law are gone, and the law's reach extends to activities outside the UAE where they have an effect on the UAE market. The old market-share test for merger control has been replaced with a wider regime built around turnover and a refined market share threshold. The previous practice of UAE deals closing without competition review is no longer available as a default.

The implementing detail is still settling in parts. The headline merger control thresholds came in through Cabinet Decision No. 3 of 2025 and took effect on 31 March 2025, but some operational detail is the subject of further ministerial decisions being issued in stages. The substantive rules on what triggers a filing and what conduct is prohibited are clear enough to act on now.

When a transaction triggers a UAE merger control filing

The merger control regime applies to "economic concentrations", meaning transactions that result in a lasting change of control over an undertaking. That covers mergers, acquisitions of shares or assets giving control, and joint ventures performing on a lasting basis all the functions of an autonomous economic entity. A UAE-based deal, a foreign-to-foreign deal with effects on the UAE market, and a transaction involving a UAE target acquired by a foreign buyer can all qualify.

Under Cabinet Decision No. 3 of 2025, a notification is required if either of two thresholds is met during the parties' last financial year. The first is a turnover test: combined annual sales of the parties to the transaction in the relevant market in the UAE exceed AED 300 million. The second is the market share test, retained from the old regime in a sharper form: the combined share of the parties in the relevant market in the UAE exceeds 40 per cent. Either threshold triggers a mandatory filing, and the test runs by reference to the relevant market, which means the market analysis itself is part of whether the filing is required.

Joint ventures are a recurring sticking point in this analysis. A UAE JV that performs full-function commercial activity can be a notifiable economic concentration, and a JV structured to share governance and capacity carries a different competition profile from a simple supply or distribution arrangement. The dividing lines are covered in our guide on joint venture agreements in the UAE.

The filing process and the 90-day clock

A filing under the new regime is mandatory and suspensory. That means two things. The first is that an in-scope transaction has to be filed: the parties cannot agree to skip the regulator or assume their deal is below the radar. The second is that they cannot close until the Ministry of Economy has cleared it. The closing has to be conditional on competition clearance, and the deal timetable has to absorb the filing.

The statute sets a 90-day minimum window. Filings must reach the Ministry at least 90 days before completion, and the Ministry has its own statutory period, also 90 days and extendable, to issue a decision once a complete file is submitted. In practice the calendar is longer than the headline figure, because the Ministry can request additional information that resets or extends the review clock, and the parties usually spend several weeks before filing assembling the market analysis and the turnover data on which the application depends. Competition risk is one of the items M&A teams should now be sizing as part of the broader transaction review, which we cover in our guide on due diligence in UAE M&A transactions.

The practical lesson is that competition analysis belongs at the term-sheet stage. A turnover or market share check at heads of terms, before legal due diligence starts, prevents the worst scenario, which is a signed SPA on a timetable the Competition Law will not allow.

Anti-competitive conduct beyond merger control

The competition regime is not only about transactions. Most of the law deals with how undertakings behave in their markets day to day. Horizontal agreements between competitors that fix prices, allocate markets or customers, restrict output, or rig bids are prohibited as restrictive practices, and certain vertical agreements between suppliers and resellers also fall under the prohibition where they have an appreciable effect on competition.

A separate track applies to undertakings holding a dominant position. Cabinet Decision No. 3 of 2025 sets the threshold for dominance at a market share above 40 per cent of the relevant market, either alone or together with other undertakings. A dominant undertaking is not unlawful, but it carries a special responsibility. It cannot use its position to exclude competitors, impose unfair pricing or trading terms, or engage in conduct that consolidates the position at the expense of competition. Refusal to deal, predatory pricing, tying and exclusivity arrangements all fall under the Ministry's lens once dominance is established.

The Minister can exempt agreements or practices on application where the conditions in the Law are met, typically efficiencies that outweigh the restrictive effect, with a fair share passed on to consumers, but the exemption process runs by application rather than assumption.

Penalties and the cost of getting it wrong

The fining structure is built to bite. A party that completes an economic concentration without the required clearance, or that engages in restrictive practices or abuse of dominance, faces an administrative fine of between AED 100,000 and 10 per cent of its annual revenues in the relevant product or service in the UAE during the previous fiscal year. Where the relevant revenue cannot be determined, the fine sits between AED 500,000 and AED 5 million. The cap on the higher figure tracks the revenue logic familiar from international competition regimes and aligns the UAE with the way large competition fines are calculated in the EU and other major jurisdictions.

The Ministry can also order behavioural or structural remedies, requiring the breaching party to cease the conduct, divest assets, or modify contracts, and the administrative consequences that follow a finding of breach affect a company's standing in subsequent regulatory and procurement processes. For a transaction that has closed without notification, the additional risk is that the Ministry can require the parties to unwind it, on top of the financial penalty.

The new Competition Law also removed most of the sector exemptions the previous regime carried. Banks under the Central Bank, telecoms under the digital regulatory authority, and other regulated sectors continue to operate under their own sectoral rules, but the default position is that the competition regime applies across the economy unless a specific exemption applies. The assumption that a sector regulator's involvement removes the Competition Law's reach has narrowed.

How should UAE businesses approach competition law in 2026?

The UAE Competition Law has changed the default. For M&A, the question is no longer whether a regulator will see the deal but whether the deal triggers a filing under the AED 300 million turnover threshold or the 40 per cent market share threshold, and how the timetable accommodates a 90-day pre-completion clock. For commercial conduct, the regime takes restrictive agreements and dominance abuse seriously, and the penalty range now reaches a percentage of revenue rather than a fixed cap.

The most time-sensitive issue is the deal calendar. A competition check at heads of terms takes hours; a filing built once the SPA is signed takes months and pushes closing dates. The right discipline is to assess every transaction with a UAE nexus against both thresholds before negotiations move into definitive documents, and to bring the competition analysis onto the deal at the same time as the M&A and tax workstreams.

For UAE businesses planning M&A activity, structuring a joint venture, or reviewing existing commercial arrangements for restrictive-practice risk, our corporate and competition team advises on merger control filings, pre-deal competition analysis, and the conduct rules that apply across the UAE market.

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