UAE Merger Control 2026: New Rules Now in Force

UAE Merger Control 2026: New Rules Now in Force

After nearly three years of uncertainty, the UAE's merger control regime is now fully operational. On 30 July 2026, Cabinet Decision No. 59 of 2026 entered into force, completing a framework that began with Federal Decree-Law No. 36 of 2023 on the Regulation of Competition. Together, these instruments replace a largely dormant, market-share-only system with a modern, mandatory, and suspensory merger control regime - one that now closely resembles frameworks used in the EU and other major jurisdictions.

For any business involved in a merger, acquisition, or joint venture with a UAE nexus - including deals between two foreign companies that simply affect competition inside the UAE - this is no longer a background compliance issue. It can directly determine your deal timeline, your closing conditions, and whether your transaction is even legally permitted to close on schedule.

At a Glance: The UAE Merger Control Framework

Element	Detail
Governing law	Federal Decree-Law No. 36 of 2023 (Competition Law)
Notification thresholds	Cabinet Decision No. 3 of 2025 – AED 300 million combined turnover, or 40% combined market share
Executive Regulations	Cabinet Decision No. 59 of 2026 – in force since 30 July 2026
Filing type	Mandatory and suspensory (deal cannot close during review)
Non-response outcome	Deemed rejection if the Ministry does not respond in time

What Changed: From Market Share Only to a Dual-Trigger Test

Under the UAE's previous competition regime, a transaction only required notification if the parties' combined market share exceeded 40%. In practice, this made the regime difficult to apply consistently and left many transactions in a grey area.

Cabinet Decision No. 3 of 2025 replaced this single test with a dual-trigger approach. A transaction now requires notification to the Ministry of Economy if either of the following is met in the last fiscal year:

• the parties' combined turnover in the relevant UAE market exceeds AED 300 million (approximately USD 81.7 million), or
• the parties' combined market share in the relevant UAE market exceeds 40%

This brings the UAE more in line with international best practice, where turnover-based thresholds are the norm precisely because they are more objective and easier for businesses to assess in advance than market share, which often requires a full competition-law analysis to calculate accurately.

Key point. The turnover threshold alone can trigger a mandatory filing, even where the parties are nowhere near a dominant market position. A transaction does not need to raise genuine competition concerns to require notification - it only needs to cross one of the two thresholds.

Notification Thresholds: Do You Need to File?

What Counts as an "Economic Concentration"

The notification requirement applies to what the Competition Law calls an "Economic Concentration" - broadly, any full or partial transfer of ownership, shares, rights, or obligations that results in one party gaining control over another. This covers mergers, acquisitions, and joint ventures, including cases involving minority shareholdings where control may still change hands.

Foreign-to-Foreign Transactions Are Not Automatically Exempt

One point that surprises many international dealmakers: the Competition Law applies to transactions and economic activity taking place entirely outside the UAE, if that activity may affect competition inside the UAE. A transaction between two non-UAE companies can still trigger a UAE filing obligation if it meets the relevant thresholds.

Who Is Responsible for Filing

For an acquisition, the acquiring party carries the filing obligation. For a merger or joint venture, all parties involved in the Economic Concentration are required to comply with the notification requirement.

Key point. Previous sectoral exemptions under the old regime have been eliminated. Businesses that assumed their industry was exempt should not rely on that assumption without checking the current framework.

The Review Process: Mandatory, Suspensory, and Time-Bound

You Cannot Close While Review Is Pending

This is the change with the most immediate practical impact: UAE merger control is now both mandatory and suspensory. If your transaction meets the thresholds, you must file, and you cannot complete the transaction while the Ministry's review is ongoing. Closing early is not simply a technical breach - it can jeopardise the transaction and expose the parties to penalties.

Build Filing Time Into Your Deal Timeline

Notification generally needs to be submitted well ahead of the intended closing date, and Cabinet Decision No. 59 of 2026 introduces detailed, time-bound procedural steps for preliminary jurisdictional assessments, referrals between authorities, and the Ministry's right to participate in sector-specific reviews. Deal teams should treat merger control clearance as a critical-path item in transaction planning, not an afterthought handled in parallel with signing.

Deemed Rejection: A Reversal Worth Noting

Under the previous regime, if the Ministry did not respond within the review period, the transaction was treated as impliedly approved. That has now reversed. Under the current framework, silence from the Ministry is treated as a deemed rejection of the transaction. This places considerably more pressure on dealmakers to engage proactively and maintain regular communication with the Ministry throughout the review period, rather than assuming that a lack of response works in their favour.

Key point. A well-prepared, complete filing at the outset now matters more in the UAE than in many comparable jurisdictions, precisely because an incomplete or delayed review process defaults to rejection rather than approval.

Enforcement, Cross-Emirate Coordination, and Non-Notification Risk

Cabinet Decision No. 59 of 2026 also strengthens the Ministry of Economy's supervisory powers, particularly for transactions that should have been notified but were not. The Regulation does not introduce a general discretionary power to review deals below the notification thresholds, but it does confirm the Ministry's ability to act where a party failed to file when it was required to.

The Regulation also addresses how merger control interacts with sector-specific regulators. Where a transaction's effects spill beyond a single Emirate but remain limited or incidental, this does not automatically displace the relevant local Competent Authority. Sectoral Regulatory Bodies can also request the Ministry's input, and if the Ministry fails to respond within 10 working days, its approval is deemed given - a mechanism designed to keep multi-authority reviews from stalling indefinitely.

2026 Merger Control Compliance Checklist

• Step 1. Confirm whether your transaction qualifies as an Economic Concentration
• Step 2. Calculate combined turnover and market share in the relevant UAE market
• Step 3. Check both thresholds - AED 300 million turnover and 40% market share - either one can trigger a filing
• Step 4. Confirm whether foreign-to-foreign elements of the deal affect UAE competition
• Step 5. Build merger control clearance into your closing timeline as a critical-path item
• Step 6. Prepare a complete, well-documented filing to avoid delays or a deemed rejection
• Step 7. Identify whether any sector-specific regulator will also be involved in the review

At QLegal, we help clients work through this checklist against their specific transaction, well before signing - not after a deal is already under review.

How QLegal Consultants Helps with UAE Merger Control

QLegal Consultants supports businesses, investors, and dealmakers with commercial and corporate legal matters across the UAE, including transactions that fall within the scope of the UAE's merger control regime.

Our support includes:

• assessing whether your transaction meets the UAE's notification thresholds
• advising on deal timelines and closing conditions in light of the suspensory filing requirement
• preparing and coordinating merger control filings with the Ministry of Economy
• advising on joint venture and company structuring decisions with merger control implications
• general commercial and corporate legal support for transactions and ongoing compliance
• general legal advisory support for businesses navigating the UAE's evolving competition law framework

If your business is also reviewing broader 2026 regulatory changes, our related guide on e-invoicing, tax procedures, and data protection rules may also be useful.

Key point. If you are planning a transaction with any connection to the UAE, checking your merger control position early can save significant time, cost, and risk later in the deal. Contact QLegal today for a confidential consultation.

Contact QLegal: UAE Merger Control and M&A Advisory

QLegal Consultants provides practical legal support for businesses navigating mergers, acquisitions, and joint ventures across the UAE, including Dubai, Abu Dhabi, Sharjah, and the Northern Emirates.

To discuss how the UAE's merger control regime affects your transaction, contact our team via WhatsApp, email, or through our website at qlegal.ae. We typically respond within one business day.

 

Contact QLegal Consultants today for tailored UAE legal support. Discuss Your Transaction via WhatsApp.

Call / WhatsApp: +971 56 991 6077

Email: info@qlegal.ae

Location: Dubai, United Arab Emirates

** Disclaimer: This article is for general informational purposes only and does not constitute legal advice. You should seek advice from a qualified UAE legal professional before taking action.**