Merger Control in the UAE in 2026: When a Deal Cannot Close Without Ministry Clearance, What the Filing Costs, and What Silence Will Cost You

UAE merger control is the mandatory pre-closing clearance of transactions by the Ministry of Economy and Tourism where a deal qualifies as an economic concentration and crosses either of two thresholds: combined annual sales of the parties in the relevant market within the UAE above AED 300,000,000, or a combined share above 40% of transactions in the relevant market. The application must be filed at least 90 days before closing, the fee is 0.02% of the parties’ combined annual sales capped at AED 150,000, and failure to notify attracts a fine of between 2% and 10% of the annual sales of the goods or the service revenue that is the subject of the violation.

Important. Silence from the Ministry is not consent. Article 13(2) of Federal Decree-Law No. 36 of 2023 provides expressly that the failure of the Minister or his authorised representative to issue a decision is deemed a rejection of the economic concentration. An SPA that ties closing to “the expiry of the review period without objection from the regulator” works against the parties in the UAE, not for them.

The legal basis: four instruments, not one

The legal basis of UAE merger control in 2026 consists of four instruments in force, and the figures usually quoted as a single set are in fact spread across them.

The principal instrument is Federal Decree-Law No. (36) of 2023 Regarding Regulating Competition. It was issued on 28 September 2023, published in Official Gazette No. 760 of 29 September 2023, and entered into force on 29 December 2023. The UAE legislation portal records it as active. This Decree-Law contains the notification obligation (Article 12), the review periods (Article 13) and the whole liability architecture: administrative penalties by Cabinet resolution (Article 23), criminal fines (Articles 24 to 28) and the additional measures a court may order (Article 29).

The quantitative thresholds sit in a separate instrument: Cabinet Resolution No. (3) of 2025 Regarding the Ratios to the Implementation of Federal Decree-Law Regarding Regulation Competition. It was issued on 20 January 2025, published in Official Gazette No. 792 of 30 January 2025, and entered into force on 31 March 2025. Article 3 of that Resolution contains both thresholds.

The procedure sits in the Executive Regulations: Cabinet Resolution No. (59) of 2026 (commentary usually calls it a Cabinet Decision; the legislation portal titles it a Cabinet Resolution). The Executive Regulations were issued on 20 April 2026, published in Official Gazette No. 822 of 30 April 2026, and entered into force on 30 July 2026. The commencement is set by Article 33 of the Regulations themselves: the instrument is published in the Official Gazette and enters into force three months after the date of publication. Article 32 repealed the implementing regulations made under the previous competition law. From 30 July 2026 the regime stopped being declaratory and became operational: forms, stage deadlines, a third-party objection procedure and documentary requirements all came into effect.

Fees sit in a fourth instrument: Cabinet Resolution No. (105) of 2026, issued on 12 June 2026, published in Official Gazette No. 826 of 29 June 2026 and in force from 29 July 2026. The commencement is set by Article 5 of the Resolution itself: the instrument is published in the Official Gazette and enters into force thirty days after the date of publication. The portal record confirms the commencement date of 29 July 2026 and the status “Active”. The date of 12 July 2026 that appears in some commentary is counted from the date of issue rather than the date of publication and is not supported by the text of the Resolution. Article 2 contains the fee schedule expressly relied on by the Ministry’s own guidance note.

All four instruments are available in English on the official UAE legislation portal, and every figure, deadline and formulation in this article is taken from the text of the instruments themselves. The two 2026 Cabinet Resolutions do not appear in the portal’s general listing and are reached through its advanced search: the Executive Regulations at uaelegislation.gov.ae/en/legislations/4451 and the fees Resolution at uaelegislation.gov.ae/en/legislations/4595. Both carry the status “Active”. Publications by international law firms have been used only for cross-checking and context; where their reading diverges from the text of an instrument, this article follows the text.

That distinction is not academic. The Executive Regulations run to thirty-three articles, and several of the figures circulating in commentary are simply not in them. The clearest example is the “30 working days for the completeness stage”: no such period appears anywhere in Cabinet Resolution No. 59 of 2026. It is a commentator’s aggregation, not a provision. Every deadline below is therefore given with the article by which it can be checked.

The Executive Regulations also closed the last link of the old chain. Article 32 of Cabinet Resolution No. 59 of 2026 repeals Cabinet Resolution No. (37) of 2014 — the Executive Regulations of Federal Law No. (4) of 2012 — together with any conflicting provision. Until 30 July 2026 the 2014 regulations formally survived: Article 39(2) of Decree-Law No. 36 of 2023 kept subordinate instruments made under the 2012 law in force until replaced. The 2012 law itself was repealed by Article 39(1) back in December 2023. The chain therefore reads: Federal Law No. 4 of 2012 and Cabinet Resolution No. 37 of 2014 → Decree-Law No. 36 of 2023 (repealing the 2012 law) → Cabinet Resolution No. 59 of 2026 (repealing the 2014 regulations).

One further document is not legislation but matters in practice: the Guidelines on Relevant Market Definition, issued by the Ministry of Economy and Tourism in July 2026. The Guidelines are methodological and impose no new obligations of themselves, but they show the methodology the Ministry applies when defining the relevant market — and therefore when calculating the 40% share.

What counts as an economic concentration

An economic concentration is defined in Article 1 of Decree-Law No. 36 of 2023 as “any act resulting in complete or partial transfer (merger or acquisition) of the ownership or usufruct rights of property, rights, equity, shares or obligations of an undertaking to another, empowering the Undertaking or a group of undertakings to directly or indirectly control another undertaking or group of undertakings”.

The operative element of the definition is not the transfer itself but the control it produces. A transaction that leaves no undertaking with direct or indirect control over another is not an economic concentration under Article 1, even where assets, rights or obligations formally change hands.

That said, the definition is wider than the ordinary notion of mergers and acquisitions. It captures not only share purchases and statutory mergers but also transfers of obligations and transfers of rights of use — transactions rarely labelled M&A in corporate practice: the sale of a business as an asset package, the contribution of operating assets to a joint venture, the assignment of material contracts — provided the acquirer thereby obtains control of the undertaking in question. The transfer of a customer portfolio does not by itself confer control and falls outside the definition.

The key term “undertaking” is defined in Article 1 as “any person that engages in an economic activity, its associated person or any association of such persons, regardless of its legal form, including the head office of the undertaking or branches of its representative office”. The perimeter is therefore not limited to companies: sole traders, groups, associations and foreign unincorporated structures all fall within it.

The corporate mechanics of transferring shares and participation interests, which determine when control actually passes, are covered in UAE Changed Its Company Law: What Is Now Permitted, What Has Changed, and What to Review Urgently.

The practical consequence is that qualification must be tested by economic outcome rather than by the label in the contract. If control over assets or a business passes from one undertaking to another and either threshold is crossed, the filing obligation arises whether the deal is papered as a share purchase, an asset deal or a joint venture agreement.

Article 12 narrows the focus further: notification is required for concentrations “that would affect the level of competition in the relevant market, and in particular create or strengthen a dominant position”. In practice that qualifier does not operate as a filter that removes the filing obligation: the assessment of competitive effect is for the Ministry, not the parties, and the thresholds in Resolution No. 3 of 2025 are framed as a self-standing trigger.

Structuring questions that arise before a deal is signed — including the choice between a share purchase and an asset purchase — are covered in Exit Strategy Before Entry: How to Structure a UAE Company in 2026 for a Future Sale or Investment Round.

Who is caught: mainland, free zones, DIFC and ADGM

Federal merger control applies to mainland companies and to companies in ordinary UAE free zones, and not to undertakings in the financial free zones — the DIFC and the ADGM. The words “free zone” do not appear in the text of the Decree-Law at all: the conclusion on ordinary zones follows from Article 3 read with the closed list in Article 4, and the conclusion on the financial zones from Article 121 of the UAE Constitution.

The perimeter is set by Article 3 of the Decree-Law: “The provisions of this Decree-Law shall apply to all undertakings, in relation to their economic activities in the State, to the exploitation of intellectual property rights inside and outside the State, and to economic activities practised outside the State and affecting competition in the State.”

Three separate conclusions follow from that wording.

First, extraterritorial reach. A transaction between two foreign companies, neither of them registered in the UAE, is caught if it affects competition in a relevant market inside the UAE. For international groups this means that closing a global deal may require Emirati clearance even where no UAE party is formally involved.

Second, intellectual property. The exploitation of intellectual property rights is expressly covered, both inside and outside the UAE. Licensing and franchising structures that place control of a brand outside the country do not place the transaction outside the law.

Third, free zones. Article 4 of the Decree-Law sets out a closed list of exclusions, and ordinary free zones are not on it. The only exclusions are undertakings whose activity is governed by another law containing its own rules and procedures for anti-competitive practices, undertakings owned by the Federal Government (as determined by Cabinet resolution), and undertakings owned by the government of an emirate and operating solely within that emirate. A company in JAFZA, DMCC, Meydan, RAKEZ or SHAMS does not fall within any of these. The tax status of such a company is a separate question with no bearing on merger control: the conditions for the zero rate are covered in Qualifying Free Zone Person Regime in 2026: Conditions for Applying the Zero Corporate Tax Rate in the United Arab Emirates.

The financial free zones are a separate story, and it rests not on Article 4 but at constitutional level. Under Article 121 of the UAE Constitution, financial free zones may be excluded from the application of federal laws, and the antitrust and merger control rules of UAE competition legislation do not apply to undertakings in the DIFC or the ADGM. That conclusion is confirmed by the Chambers merger control guide for 2026; the text of the Decree-Law itself mentions neither the DIFC nor the ADGM.

The practical point for a mixed group: if the buyer is registered in the ADGM but the target is a mainland company with UAE revenue, the transaction stays in scope, because the relevant market and the economic effect are inside the UAE. The buyer’s own status does not take the deal out of the notification regime. The differences between the regimes are covered in Redomiciliation to the UAE in 2026: The Complete Guide — ADGM, DIFC, and the New Mechanism Under Federal Decree-Law No. 20 of 2025.

The two thresholds: AED 300,000,000 and 40%

Notification is mandatory where a transaction meets either of the two thresholds in Article 3 of Cabinet Resolution No. 3 of 2025 — they are alternative, not cumulative.

The first is a turnover threshold: the total value of the annual sales of the participating undertakings in the relevant market within the UAE, during the last fiscal year, exceeds AED 300,000,000.

The second is a share threshold: the combined share of the participating undertakings exceeds 40% of total transactions in the relevant market.

The wording of the turnover threshold matters more than it might appear. Sales are counted in the relevant market within the State — not worldwide, and not across the group’s whole UAE footprint, but in the market that is ultimately held to be the relevant one. The threshold therefore cannot be calculated before the relevant market has been defined: the two figures are linked, and an error in market definition produces an error in the threshold.

The 40% share threshold does not require a dominant position. A dominant position is a separate concept defined in Article 1, and its abuse is prohibited by Article 6. The 40% figure does something narrower: it switches on the duty to notify, leaving the assessment of competitive effects to the Ministry.

It is worth recording expressly what the law does not contain. Federal Decree-Law No. 36 of 2023 provides no carve-out for small and medium-sized enterprises: the term “small and medium enterprises” does not appear in the text of the instrument at all. Size alone does not relieve a party of the duty to notify — only staying below the thresholds does.

A further subtlety concerns whose sales and whose shares are aggregated. The definition of an undertaking in Article 1 extends to an “associated person” and to “any association of such persons”. Practitioners therefore read both thresholds as calculated at group level rather than at the level of the immediate party: a buyer with modest UAE revenue that belongs to a large international group with significant UAE sales calculates on the group. No express aggregation rule appears in either the Decree-Law or Resolution No. 3 of 2025, and the published commentary of the major firms does not identify one in the Executive Regulations either. Until official guidance appears, the conservative approach is to calculate on the group and, in a borderline case, to agree the methodology with the Competition Department. The group perimeter for tax purposes is built on different rules and does not coincide with the merger control perimeter — see The UAE Tax Group: Conditions, Deadlines and Traps in 2026 and Transfer Pricing in the UAE 2026: the Disclosure Form, Local File and Master File, Thresholds and the Arm’s Length Principle.

How the Ministry defines the relevant market

The relevant market is defined in Article 1 of the Decree-Law as a market consisting of two elements: the relevant products and the relevant geographic area.

Both elements are defined in the Decree-Law itself, and the point is worth fixing precisely, because commentary often attributes them to the Ministry’s Guidelines. Article 1 defines the relevant products as “products comprising each goods or service or a set of all goods or services which are regarded, by reason of their prices, characteristics and intended use, as interchangeable or substitutable in terms of meeting a certain need of consumers”, and the relevant geographic area as “a physical or digital place where the supply and demand of a product or service converge and where the conditions of competition are similar or homogeneous”.

In July 2026 the Ministry of Economy and Tourism issued the Guidelines on Relevant Market Definition, which reproduce those definitions and set out how the Ministry applies them. The Guidelines introduce no new definitions; they explain how the Ministry draws the market boundary in practice.

The reference to a digital place therefore originates in the Decree-Law, in force since 29 December 2023, not in the 2026 Guidelines. It is not a formality either: an online platform with users in the UAE can constitute a geographic market in its own right, even where the operator has no physical presence in the country.

The principal analytical tool is the hypothetical monopolist, or SSNIP, test: the Guidelines describe an assessment of whether a hypothetical monopolist would be able to raise prices to a supra-competitive level, and identify a typical increase “in the range of 5% to 10% above prevailing competitive price levels”. The Guidelines draw on three sources of competitive constraint: demand-side substitutability, supply-side substitutability and potential competition.

For deal parties this yields a working rule: the narrower the market, the higher the calculated share and the more likely the 40% threshold is to bite. Defining the market early, with external advice, is not an academic exercise but the way to establish whether a filing is needed at all and to build the right period into the deal timetable. Support at that stage is provided by the UPPERSETUP legal team.

When to file: the 90-day rule

Article 12 of Decree-Law No. 36 of 2023 requires the participating undertakings to submit an application to the Ministry in the prescribed form at least 90 days before the transaction is completed.

Ninety days is neither the review period nor the time the regulator has to answer. It is the minimum gap between filing and closing that the law requires the deal timetable to accommodate. The review period is set separately by Article 13 and starts not on filing but on the Ministry’s receipt of a complete application.

The gap between those two dates — filing and receipt of a complete file — is what determines the real length of the process. An application filed with an incomplete set of documents does not start the 90-day review; the completeness stage has to finish first.

There is a third condition that is easy to overlook. The Ministry’s official guidance note states expressly that an economic concentration application is not considered complete until the applicable fee has been paid. An unpaid application is not complete, and therefore does not start the 90-day review period under Article 13, which runs from receipt of a complete application.

Hence the planning rule: a realistic timetable is built not on 90 days but on the sum of the stages — completeness review, any requests for further information, the 90-day substantive review and a possible 45-day extension. An SPA with a closing date three months after signature sets a timetable that, in the UAE in 2026, will almost certainly not hold.

How long the review takes: 10 working days, 90 days and another 45

The substantive review period is 90 days from the Ministry’s receipt of a complete application and may be extended by a further 45 days — as provided by Article 13 of Decree-Law No. 36 of 2023.

A formal stage precedes that period, and its deadlines come from the Executive Regulations — Cabinet Resolution No. 59 of 2026.

Under Article 13(1) of the Regulations the Ministry conducts a formal examination of the application and the supporting documents within 10 working days, which may be extended for a similar period. On completion a notice is issued to the parties confirming that the formal examination of the application is complete.

Under Article 13(2), where the documents are incomplete or insufficient information has been submitted, the Ministry may request additional documents within a period it specifies, provided that period does not exceed 10 working days from the date of notification.

One widely circulated figure has to be addressed directly. There is no “completeness stage of up to 30 working days” in Cabinet Resolution No. 59 of 2026 — not in Article 13 and not anywhere else in the instrument. It is an aggregation of 10 + 10 + 10, not a rule. The difference matters in practice: the periods being added run at different stages and bind different people — two of them bind the authority, the third binds the parties — and no text guarantees that their sum is capped at thirty days.

A report follows the review. Under Article 17(1) of the Regulations the report sets out all facts and procedures undertaken, identifies the parties, their branches and affiliated undertakings, states the principal objective of the transaction, studies the markets concerned, provides a legal and economic analysis, assesses the positive or negative impact on the level of competition, and ends with a recommendation on the proposed decision. Under Article 17(2) the report goes to the Minister, or to the competent authority, within 10 days of the date on which it is completed.

A third-party mechanism runs in parallel, and in the Regulations it splits into three distinct procedures with three different starting points — a distinction commentary usually flattens.

First, views on invitation. Under Article 15(1) of the Regulations interested parties may submit their opinions within a period not exceeding 15 working days from the date on which they are invited by the Ministry to do so, provided the authority has first published the basic information about the transaction on its website. The clock runs from the invitation, not from publication, and without an invitation from the Ministry this route does not open at all.

Second, data and documents on a party’s own initiative. Under Article 15(2) any interested party may submit data or documents relating to the transaction within a period not exceeding 15 working days from the date on which the Ministry publishes the basic information on its website. Here the clock does run from publication.

Third, a formal objection. Under Article 16(1)(a) an objection must be filed within a period not exceeding 15 working days from the date on which the basic information about the transaction is published. The objection must be reasoned, supported by documents, and signed by the objector or a representative acting under a duly authenticated special power of attorney.

A separate cycle then runs. Formal examination of the objection takes no more than 5 working days from receipt (Article 16(2)). The objector is notified of the outcome within 20 working days running from the expiry of that five-day period, extendable by a further 7 working days (Article 16(3)). Where the objection is accepted, the parties to the transaction are notified and submit their responses and defences within no more than 10 working days from that notification (Article 16(3)(a)). Examination of the clearance application resumes in three cases: the objection is rejected, the parties’ response is accepted, or the response period expires without any response (Article 16(4)).

The burden of proof deserves separate attention. Under Article 15(3) a party wishing to submit an opinion must itself prove that it is an interested party and that it is affected by the transaction; no submission is considered unless that interest and effect are established. For the parties to a deal this means that not every approach by a competitor automatically converts into procedural delay.

And here is a provision that commentary barely mentions, although it affects the deal timetable more than any other. Article 14 of Decree-Law No. 36 of 2023 interrupts the running of the review periods set by Article 13 in three cases: where the Ministry requests additional information from the parties under Articles 13(4), (5) and (7); where it requests a technical opinion or additional information under Articles 19(2) and 20(2); and where an interested party files an objection under Article 13(6). The periods begin to run again once the Ministry receives the requested data.

One unresolved point deserves stating rather than smoothing over. The article is headed “Interruption of Time Limits” — interruption, not suspension — and clause 2 says the periods “shall begin to run again” once the data is received. The English is compatible with both readings: that the clock resumes where it stopped, and that it starts afresh. A provision called an interruption would, in civil-law drafting, ordinarily mean starting afresh; the phrase “begin to run again” neither confirms nor rules that out.

The practical conclusion does not depend on which reading prevails: the 90-day review is not a calendar period. Any request from the Ministry and any third-party objection stops the clock, and prudent planning assumes the less favourable reading — that the count starts again once the data is received. A deal on which the Ministry has issued two information requests and dealt with one competitor objection may take substantially longer than 135 days, and the regulator will not have missed a single deadline.

Adding the stages together gives a realistic horizon. On a favourable path — a complete application, no requests and no objections — the process runs to roughly four months from filing to decision. Where the review is extended, information is requested and a third party objects, the horizon moves beyond six months, and because of the stop-clock the upper bound is not formally capped at all. That is the period to build into the long stop date, not the 90 days of Article 12.

How the Ministry assesses a deal on the merits: the twelve criteria of Article 13

Article 13(3) of Cabinet Resolution No. 59 of 2026 sets out twelve evaluative criteria against which the Ministry conducts the substantive review of an economic concentration. The review is directed at the transaction’s positive or negative impact on the overall balance of the relevant market and on the proper functioning of its mechanisms in accordance with the principles of free competition.

The list is open — the Regulations introduce it with the words “including the following” — but these twelve items are what structure the economic case a filing party has to make.

The practical implication is straightforward: the economic report required by Article 10(1)(h) of the Regulations is not written in free form but against this list. Assembling and reconciling its numerical core — relevant-market sales, shares and three-year trends — is best done alongside UPPERSETUP accounting support, so that the figures in the report match the financial statements filed in the same bundle. A report with no calculation of market concentration before and after the deal, or no three-year competitor map, is very likely to draw a request for further information — and a request, under Article 14 of the Decree-Law, interrupts the running of the review periods.

Verification powers: meetings, minutes and on-site inspections

Article 14 of Cabinet Resolution No. 59 of 2026 gives the Ministry two verification tools: summoning the parties and interested parties to meetings, and conducting field investigations with access to the undertakings’ premises.

The first tool is the meeting. The Ministry, the Concerned Authority of an emirate or the Sectoral Regulatory Authority may invite the parties to the transaction or interested parties to attend meetings for the purpose of verifying the transaction. The parties must be heard and the proceedings recorded in minutes. The minutes state the date and place of preparation, the subject matter, the statements made, the identities and capacities of those concerned, and the names of the persons who prepared them. Every attendee signs after reviewing them; a refusal to sign is recorded together with the reason, if any is given.

The second tool is heavier. Under Article 14(2) of the Regulations, where verification of the transaction requires field investigations, the Ministry, the Concerned Authority or the Sectoral Regulatory Authority may enter the premises of the parties, examine all records, documents and files — including electronic documents and files — and request samples where necessary. The exercise is documented in minutes prepared under the controls set out in Article 23(7) of the Regulations, the same regime that applies to investigations of anti-competitive practices.

The scale of that power is worth appreciating. This is not a request for documents by e-mail: it is access to premises and to electronic files in the course of reviewing a clearance application — at a stage the parties usually treat as a purely paper exercise. Preparing a UAE deal therefore means more than assembling a bundle: it means an agreed internal position on market definition, no internal correspondence that contradicts the economic report as filed, and a clear view of which files will be shown. Building that position before filing, rather than on the day the inspectors arrive, is what UPPERSETUP legal and strategic consulting is for.

Silence means refusal: how deemed rejection rewrites the SPA

The failure of the Minister or his authorised representative to issue a decision within the applicable period is deemed a rejection of the economic concentration — the express wording of Article 13(2) of Decree-Law No. 36 of 2023.

This is the opposite of the rule familiar to parties who work with the US HSR regime or with several European systems, where the expiry of a waiting period permits closing. In the UAE, expiry confers no right to close: it records a refusal.

The consequences land on three levels.

At contract level, the closing condition must be tied to the receipt of a positive decision from the Minister, not to the expiry of a period. A clause along the lines of “clearance shall be deemed granted if the Ministry does not object within the applicable period” is not merely useless in an Emirati context — it creates the risk that the parties close believing they hold a clearance that does not legally exist.

At timetable level, the schedule must carry a buffer for the 45-day extension and for the objection cycle. A long stop date set too tightly leaves the parties with a choice between terminating the deal and closing without clearance.

At liability level, closing without a decision is a separate offence with its own sanction. Article 13(2) prohibits undertakings from taking steps to complete the concentration during the review period, and Article 26 attaches a fine to that conduct.

The option to withdraw is worth noting separately. Article 12(1) of Cabinet Resolution No. 59 of 2026 allows a party that has filed to withdraw the application during the initial review period, in which case the application is deemed cancelled. Withdrawal does not, however, bring the money back. Article 12(2) of the same Resolution is drafted more broadly than withdrawal: “Any fees collected in consideration of the submission of an application relating to an Economic Concentration transaction shall not be refunded by the Ministry, the Concerned Authority, or the Sectoral Regulatory Authority, as the case may be.”The words “on withdrawal” do not appear in that clause — non-refundability attaches to the filing itself, and withdrawal is caught through the structure of the article: clause 1 permits withdrawal, clause 2 closes the question of the money.

What the filing costs: 0.02% and a cap of AED 150,000

The fee for an application for approval of an economic concentration is 0.02% of the combined annual sales of the undertakings participating in the concentration, subject to a maximum of AED 150,000.

The formula and the cap are set by item 5 of the schedule to Article 2 of Cabinet Resolution No. 105 of 2026 and reproduced in the Ministry of Economy and Tourism’s official guidance note, which supplies two worked examples.

The Ministry’s first example: on combined annual sales of AED 200,000,000 the fee is 0.02% × AED 200,000,000 = AED 40,000.

The Ministry’s second example: on combined annual sales of AED 2,000,000,000 the calculation produces AED 400,000, but because the prescribed maximum is AED 150,000, only AED 150,000 is payable.

A practical marker follows from the second example: the cap is reached at combined annual sales of exactly AED 750,000,000, the point at which 0.02% equals AED 150,000. Anything above that is charged at the flat maximum.

One point should be stated openly rather than smoothed over — and on closer inspection it is not what it is usually said to be.

The text of Article 2 of Cabinet Resolution No. 105 of 2026 defines the base as the “aggregate annual sales value of the establishments participating in the Economic Concentration”, with no geographical qualifier of any kind. The words “in the State” do not appear in the provision; neither does the word “worldwide”. The Ministry’s guidance note reproduces the same formula in abbreviated form and does not contradict it.

The Chambers guide renders the provision as “total worldwide annual sales value”. That is a reading, not a quotation: the Resolution contains no geographical qualifier, and Chambers supplies one by inference — if the base is not confined to UAE sales, it must be worldwide sales.

The contrast with the threshold, however, is real and appears to be deliberate. The turnover threshold in Article 3 of Cabinet Resolution No. 3 of 2025 is expressly confined to sales “in the relevant market within the State”, whereas the fee base in Cabinet Resolution No. 105 of 2026 carries no such limitation. The same transaction is therefore tested for jurisdiction on its UAE sales and charged a fee on a base whose geography the instrument does not define.

For large international groups the distinction is immaterial in practice: the fee hits the cap either way. For mid-sized deals it does matter, and in both directions — with UAE sales of around AED 400,000,000 and worldwide sales of around AED 1,000,000,000, the calculation is AED 80,000 against the capped AED 150,000. In such a borderline case the basis of calculation is worth agreeing in writing with the Competition Department before payment, not after.

The payment mechanics come from the guidance note rather than from the Resolution itself, and the distinction is worth keeping. Article 3 of Cabinet Resolution No. 105 of 2026 is not about the mechanics of payment at all: it is the Cabinet’s power to amend the fee schedule — whether by increasing, reducing, deleting or changing the form of a fee. The mechanics are described by the Ministry’s guidance note: the system requires only one company — the one that actually pays — to be registered, rather than all parties to the transaction. That company registers through a link supplied by the Competition Department, pays the fee at the prescribed rate through the payment link, and retains the electronic receipt for inclusion in the application bundle; under Article 10(1)(g) of the Executive Regulations the payment receipt is part of the mandatory bundle.

Where the money goes is set by Article 4. Under Article 4(1) of Cabinet Resolution No. 105 of 2026 the Ministry collects the fees through means determined by the Ministry of Finance and they are credited to the Federal Government’s Treasury Single Account. Under Article 4(2) fees collected by an emirate authority are credited to that local government’s treasury account in accordance with the mechanism in force in the emirate concerned. The practical significance is that on an emirate-level filing the payment details and procedure are set by that emirate, not by the federal Ministry.

Who files and what the bundle contains

In an acquisition, the application is filed by the acquiring undertaking — the purchaser — or by its legal representative under a duly authenticated special power of attorney. This is the rule in Article 11(1) of Cabinet Resolution No. 59 of 2026, quoted directly in the Ministry’s guidance note.

In a merger or a joint venture, the application is filed by all parties to the economic concentration, or by one undertaking authorised by the parties under a duly authenticated special power of attorney — Article 11(2) of the same Resolution.

The documentary list is set by Article 10(1) of the Executive Regulations and is a mandatory minimum rather than a closed list. The application is made on the form prepared by the Ministry and is accompanied by ten items.

The economic report under item (h) is itself spelled out in the Regulations and has six elements: a detailed study of the relevant markets covering the last three financial years preceding the application; identification of all competitors of the parties with their total sales in the relevant markets within the State and their market shares over the last three financial years; identification of the parties’ customers and the proportion of dealings with them within the State; identification of the markets likely to be affected; identification of the positive effects of the transaction and of any commitments or measures proposed to mitigate potential adverse effects; and identification of the extent to which the transaction may affect the prices, quality and availability of goods and services to consumers.

The list is not exhaustive, and that matters for planning. Item (h) introduces the report’s elements with the word “including” and item (j) with “including, by way of example”; Article 13(2) of the Regulations expressly allows the Ministry to request additional documents, and Article 13(7) of the Decree-Law allows it to request “any additional information or documents related to the economic concentration”. The ten items are what an application will not be accepted without, not a ceiling on what may be asked for.

Two items in that list are the usual bottlenecks. Three years of audited accounts for each party and each branch is not something a company without a history of statutory audit can produce in a week. And the list of transactions over the preceding three years is in effect a disclosure of the group’s consolidation history, giving the Ministry material with which to assess creeping acquisitions — a sequence in which no single deal crosses the threshold.

Requirements of form, by contrast, have been eased relative to earlier practice. Under Article 10(2) the application is submitted in Arabic or English in an electronically signed copy by a legal representative acting under a duly authenticated special power of attorney. Under Article 10(3) the accompanying data and documents are submitted in the language in which they were prepared, together with a translation into Arabic or English where they were prepared in another language. Only the power of attorney therefore requires certification or legalisation — for cross-border deals a material simplification, since the corporate documents of every participant no longer need to be legalised.

Under Article 10(4) undertakings wishing the data in the application to be treated as confidential must mark it “Confidential” and at the same time provide non-confidential summaries sufficient to enable an adequate understanding of the content, marked “Non-Confidential”. The obligation runs both ways: marking alone, without a summary, is not enough, and failing to observe this is a standard trigger for a request for further documents.

The application form — the Economic Concentration Form — is published on the Ministry of Economy and Tourism’s dedicated economic concentration page. Applications go to the Competition and Consumer Protection Department; the filing address is competition@moet.gov.ae and the call centre number is 800-1222.

Assembling the financial data for the application — computing sales in the relevant market and evidencing them — is handled by UPPERSETUP accounting support. Audited accounts are often the bottleneck; the requirements are covered in Corporate Audit Requirements in the UAE 2026: Who Needs One, When, and Under What Rules.

Third-party objections and the public register of applications

The Ministry publishes basic information about applications received, after which interested parties may file an objection within 15 working days of publication — Article 16(1)(a) of Cabinet Resolution No. 59 of 2026.

The objection mechanism sits at two levels. Article 13 of the Decree-Law provides that interested parties may submit opinions and documents. The Executive Regulations — Cabinet Resolution No. 59 of 2026 — supply the procedure and the deadlines: 5 working days for the formal examination of an objection, 10 working days for the applicant to reply, and 20 working days for notification of the outcome, extendable by a further 7 working days.

Objecting is a paid service. The fee for an application to object to an economic concentration is AED 1,500 under item 6 of the schedule to Article 2 of Cabinet Resolution No. 105 of 2026.

A practically significant detail: the Ministry of Economy and Tourism publishes on its official page a file listing current economic concentration applications, and updates it. The fact of a filing therefore stops being confidential from the moment of publication. Where confidentiality before closing is critical — listed companies, competitive sale processes, transactions involving sensitive customer bases — the moment of publication belongs in the communications plan from the outset, rather than being discovered after the event.

For a buyer the register also works as a tool: it shows which transactions in its market are going through clearance and, where there are grounds, allows an objection to be filed.

What the Ministry can decide

Under Article 15(1) of Decree-Law No. 36 of 2023 the Minister or his authorised representative may take a reasoned decision of one of four kinds: approving the economic concentration; approving it subject to conditions and obligations; rejecting it; or declaring that the conditions in Article 12 do not apply to the transaction.

The fourth outcome is rarely mentioned in commentary, yet in practice it is among the most valuable. A declaration that Article 12 does not apply is in substance the UAE equivalent of a negative clearance: the Ministry confirms that the deal carries no filing obligation. For parties who filed protectively on borderline numbers, that decision removes the Article 25 exposure more reliably than their own adviser’s opinion can.

Conditional approval is the hardest outcome for the parties, because the conditions become binding and breaching them carries its own consequences. In international practice such conditions divide into structural remedies (divesting assets, giving up particular lines of business) and behavioural remedies (commitments on non-discriminatory access, price holds, or the abandonment of exclusivity). The Decree-Law does not limit the Minister’s choice of remedy type.

Refusal comes in two forms: a reasoned decision, and the lapse of the period without any decision. The legal result is the same — the deal cannot close — but procedurally they differ: a reasoned refusal gives the parties material for a grievance, whereas a silent refusal gives them none.

The initiative on remedies can also come from the parties, and it carries a hard deadline. Article 13(3) allows the participating undertakings, on their own initiative, to submit a commitment to take measures intended to eliminate the harmful impact on competition resulting from the concentration — either when the application is submitted or within 30 days of the Ministry receiving the complete application. Missing that window means the parties lose the chance to shape the conditions themselves.

The Ministry’s official page describes the outcome in three categories — approval, approval subject to compliance conditions, and refusal. The fourth, a declaration that Article 12 does not apply, does not appear on the service page but is expressly provided by Article 15(1)(d) of the Decree-Law.

And there is a fifth scenario worth knowing about before filing, because it bites after clearance has been granted. Under Article 15(2) of the Decree-Law the Minister must issue a resolution cancelling a clearance already granted where any of the cases listed in Article 10(6) arises: where the circumstances and reasons for which the approval was issued no longer exist; where the undertakings fail to fulfil the conditions and requirements on which the approval was granted; or where it becomes clear that the information on which the approval was based is misleading or incorrect.

The wording is mandatory — “shall issue a resolution cancelling the approval” — so on any of those three grounds cancellation is not discretionary. The Decree-Law does not, however, give the Ministry an express power to unwind a closed transaction by force: what is cancelled is the clearance, after which the deal stands as an uncleared concentration with everything that follows under Articles 25 and 26. The practical implication for deal documentation is that the data in the economic report, and the commitments given under a conditional clearance, need the same level of verification as the representations and warranties in the SPA itself — the price of an inaccuracy here is not only a fine but the loss of a clearance already obtained.

Control without a filing: what the Ministry can do if a deal was never notified

Article 18 of Cabinet Resolution No. 59 of 2026 provides expressly that the parties’ failure to file a clearance application does not deprive the Ministry, the Concerned Authority of an emirate or the Sectoral Regulatory Authority of the right to examine and verify the transaction — whether before or after its completion.

This closes off a common wait-and-see strategy. The logic of “we will not file, and if nobody notices the question goes away” does not work under the UAE text: the power to examine a transaction depends neither on an application having been made nor on whether the deal has closed.

Article 18 then adds two consequences. First, the parties must comply with the requirements imposed by the Ministry or the relevant authority in the course of such an examination. Second, that authority may impose the administrative penalties that follow from the failure to notify the transaction.

Under Article 18(2) the Ministry may require the parties and interested parties to provide the necessary data, information and documents irrespective of whether the undertakings concerned filed a clearance application. The same clause makes the extent of the transaction’s impact on the prices, quality and availability of goods and services to consumers a mandatory criterion of monitoring and assessment — with the express aim of ensuring that consumer choice is not adversely affected and that unfair prices are not imposed.

The window during which a past deal stays exposed is set separately. Under Article 37 of Decree-Law No. 36 of 2023 the limitation period — the instrument calls it the prescriptive period — for complaints about anti-competitive practices is 5 years from the date of their commission, except for practices proven to continue and whose harmful effects on competition last more than 5 years. For an unnotified deal that means the risk horizon is measured in years rather than months, and that on a subsequent sale of the business the question “was the earlier transaction cleared?” becomes a routine due diligence item. How to structure the group up front so that the question never surfaces at exit is covered in Exit Strategy Before Entry: How to Structure a UAE Company in 2026 for a Future Sale or Investment Round.

Fines: 2% to 10% for failing to notify, AED 50,000 to 500,000 for closing early

Before turning to the amounts, the character of these sanctions needs stating. The fines in Articles 24 to 28 are drafted as criminal: “Whoever violates the provisions of Article (…) shall be punished by a fine” — the formula used in Articles 24, 25, 27 and 28; Article 26 reads “Any relevant undertaking that violates … shall be punished by a fine”. In every case the penalty is imposed by a court, not by the Ministry.Under Article 33(1), moreover, a criminal action for an offence under the Decree-Law may not be instituted except at the written request of the Minister or his authorised representative, the sole exception being Article 28. Separately, Article 23 provides for administrative penalties whose content is fixed by Cabinet resolution.

The fine for breaching Article 12 — that is, for failing to notify a transaction that required clearance — is not less than 2% and not more than 10% of the annual total sales of the goods, or the service revenue, that is the subject of the violation, realised by the offending undertaking in the UAE during the last completed financial year (the Decree-Law’s phrase is “the last ending fiscal year”); where that figure cannot be computed, the fine is AED 500,000 to AED 5,000,000. This is Article 25(1) and (2) of Decree-Law No. 36 of 2023.

The base is narrower than it first appears, and the point is worth stating precisely. The percentage is taken not on the offender’s entire turnover but on the sales of the goods or services that are the subject of the violation, and only within the UAE. For a group whose unnotified deal touched a single product line, that materially limits the computation base; for a group whose deal touched its core UAE business, it barely limits it at all.

The fine for breaching Article 13(2) — taking steps to complete the transaction during the review period — is AED 50,000 to AED 500,000. This is Article 26 of the same instrument.

The difference between the two offences matters for risk assessment. Failing to notify is punished as a percentage of turnover and can run to tens of millions of dirhams for a large group. Closing early is punished with a fixed sum capped at half a million dirhams. That does not make gun jumping cheap: a transaction closed without clearance remains unnotified, so the Article 25 offence is still live. On a conviction the court may also order, under Article 29, the closure of the undertaking for between three and six months and the publication of the judgment once or twice in at least two local daily newspapers at the offender’s expense. The Decree-Law does not expressly give the Ministry power to unwind a completed transaction: the exposure runs through the criminal track and Article 29, not through a forced divestiture.

A separate mechanism is reconciliation — a written settlement concluded under Article 27 of the Executive Regulations. Under Article 33(2) the Minister or his authorised representative may reconcile with an offender — but only before the criminal action is brought to court — on payment of an amount not less than double the minimum fine. For the Article 26 offence that means not less than AED 100,000; for the Article 25 offence, where the minimum is expressed as a percentage, how the doubled minimum is calculated remains a question of practice.

The reconciliation rules the Decree-Law left to the Executive Regulations are now set by Article 27 of Cabinet Resolution No. 59 of 2026, and they are worth knowing before the mechanism is needed.

The settlement must be in writing and signed by the infringing parties. It must contain an express acknowledgment by the infringing undertakings of the offences committed in breach of the Decree-Law — which is probably the single biggest practical constraint on the mechanism: reconciliation is incompatible with a position of “we disagree but we will pay”. The settlement includes a commitment to pay the amount determined by the authority, not less than the amount prescribed under the Decree-Law, within 30 working days of the date of settlement, and a commitment to rectify the anti-competitive practice.

The initiative may come from either side: a settlement is concluded either on the application of an undertaking proven to have committed an offence, or on the proposal of the Minister, the person authorised by him, or the head of the relevant authority.

Four consequences then follow, each of which bears on strategy. The settlement is binding on all signatory undertakings and is not subject to any form of challenge. It does not enter into force until the infringing parties provide proof of payment. It brings about the cessation of criminal proceedings at any stage prior to referral of the case for trial, and the lapse of any interim or provisional orders or judgments connected with the offences settled. And it does not exempt the offender from civil liability for damage caused to an injured party. Where a party to the settlement refuses to comply with its terms, the Minister or the person authorised by him may request that the criminal case be referred for trial.

Challenging a decision: 15 working days, 30 days and the courts

A grievance against a decision is filed within 15 working days of notification and determined within 30 days; if it is refused, the applicant may go to court within a further 30 days, under Article 34 of Decree-Law No. 36 of 2023.

The fee for filing a grievance is AED 500 and is refunded if the grievance is upheld. If the grievance is rejected, the fee is not refunded — stated expressly in the Ministry’s guidance note by reference to item 7 of the schedule to Article 2 of Cabinet Resolution No. 105 of 2026.

Fifteen working days is a hard deadline, and for an international group it is often a practical problem: within that window the decision has to be translated, a position agreed with the parent company, the reasoning drafted and the documents filed. The preparatory work — analysing the likely grounds of refusal and drafting the argument — is best run in parallel with the review, not after a refusal arrives. The procedural logic of challenging Emirati regulators’ decisions in the adjacent field of tax is covered in UAE Tax Penalties, Voluntary Disclosure and Appeals in 2026: Tax Assessment Review, Reconsideration, the TDRC and the Courts.

Exclusions: who stays outside the perimeter

Article 4 of Decree-Law No. 36 of 2023 sets out a closed list of exclusions from the scope of the instrument, and the list is short.

The first exclusion covers activity relating to a particular good or service that is governed by another law containing its own rules and procedures for dealing with anti-competitive practices. This is a reference to sectoral regulators: where a sector has its own antitrust machinery, that machinery applies — unless the sectoral regulator itself asks the Ministry in writing to take the matter over in whole or in part and the Ministry agrees. The Ministry cannot assume the function on its own initiative.

The second exclusion covers undertakings owned by the Federal Government, as determined by Cabinet resolution at the Minister’s proposal and after coordination with the Relevant Authority. The exclusion does not operate automatically by virtue of state ownership: a separate resolution is required.

The third exclusion covers undertakings owned by the government of an emirate “which carry out their activities in such emirate”, as determined by a resolution of the local government. Like the federal exclusion, it does not operate automatically: a resolution is required. The word “solely” does not appear in the provision, and Article 4 does not resolve whether the exclusion survives activity that extends partly beyond the emirate; the cautious reading is that it is designed for activity contained within the emirate.

Alongside exclusions from scope, the Decree-Law provides a separate regime of exemptions for particular agreements and practices. Article 9 allows an exemption application to be made; Article 10 requires the Minister to determine it within 90 days, extendable by 45 days, and here too the failure to issue a decision is a refusal. Article 11 allows whole categories of contracts and related economic activities to be exempted from the prohibitions in Articles 5 to 8 by resolution of the Minister or his authorised representative, in coordination with the Relevant Authority, where they are necessary to promote economic development, improve undertakings’ performance and competitiveness, develop production or distribution systems, or bring certain benefits to the consumer, provided they do not completely eliminate competition in the relevant market or a significant part of it. The mechanism has nothing to do with merger control.

The Executive Regulations set out the exemption procedure in detail, with deadlines of their own. Under Article 5(1)(a) of Cabinet Resolution No. 59 of 2026 the formal examination of an exemption notification takes 10 working days, and under Article 5(1)(b) the substantive review takes 40 working days, extendable by a further 10 working days. Two sets of deadlines must not be conflated here: the outer period set by Article 10(1) of the Decree-Law is 90 days extendable by 45, and a failure to decide within it is likewise deemed a rejection; the inner periods set by the Regulations — 10 and 40 working days — describe stages of work inside that outer period. There is no contradiction between them.

The remaining deadlines in this procedure: parties likely to be affected submit their views within not more than 15 working days from the date on which they are notified (Article 5(3)); the Competition Regulatory Committee submits its recommendation to the Minister within not more than 15 working days of receiving the report (Article 5(4)(b)); an amendment to a previously exempted agreement or practice must be notified within 30 days of the date the proposed amendment was prepared (Article 7(1)); and an extension of an exemption must be applied for by reasoned written application at least 3 months before the expiry date (Article 9(2) of the Regulations, not of the Decree-Law).

One detail proves decisive in practice: under Article 4(2)(f) of the Regulations the undertaking must give a written commitment not to engage in the agreements or practices that are the subject of the application until the Minister’s reasoned decision is issued. Filing an exemption application therefore does not legalise the practice for the duration of the review — it freezes it.

The fee for each of the four types of exemption application — restrictive agreements, dominant position, economic dependence and predatory pricing — is AED 5,000.

Article 7 deserves particular mention, because many European regimes have no equivalent: the abuse of economic dependence is prohibited where a customer has no alternative solutions for marketing or supply. This is a rule about asymmetry in a specific commercial relationship rather than about market power at large. For distribution and franchising structures in the UAE it means that contractual terms can be challenged even where the supplier’s market share is modest.

A step-by-step algorithm: thirteen steps from term sheet to closing

The UAE merger control algorithm is a sequence of thirteen steps from preliminary assessment to the Minister’s decision, anchored to the deadlines in Articles 12 and 13 of Decree-Law No. 36 of 2023.

1.       At term sheet stage, test whether the transaction is an economic concentration under Article 1: do ownership or usufruct rights over property, rights, equity, shares or obligations pass from one undertaking to another, and does the acquirer thereby obtain direct or indirect control of another undertaking? Without the control element there is no concentration.

2.       Fix the perimeter of the parties, including associated persons: in the absence of an express aggregation rule it is prudent to treat both thresholds as calculated at group level rather than at the level of the immediate party.

3.       Check whether the parties fall within the Article 4 exclusions and whether both sit in the DIFC or the ADGM with the effect of the transaction confined to the financial zone — in which case the federal regime does not apply.

4.       Define the relevant market using the Guidelines on Relevant Market Definition: the product and geographic dimensions, the hypothetical monopolist test at a 5% to 10% price increase, and the three sources of competitive constraint.

5.       Calculate both thresholds: combined annual sales in the relevant market within the UAE for the last fiscal year against AED 300,000,000, and the combined share against 40% of transactions in the relevant market. Crossing either one makes filing mandatory.

6.       Build the full cycle into the deal timetable rather than 90 days: 10 working days for the formal examination, extendable by a further 10 under Article 13(1) of the Regulations, 90 days for the substantive review with a possible 45-day extension under Article 13(2) of the Decree-Law, the third-party objection cycle and — above all — the interruption of the periods under Article 14 of the Decree-Law for the duration of any information request or objection.

7.       Redraft the closing condition in the SPA: closing is possible only on a positive decision from the Minister, because silence under Article 13 is a refusal.

8.       Identify the applicant: the purchaser in an acquisition; all parties or one authorised undertaking in a merger or joint venture. Execute and certify the special power of attorney.

9.       Assemble the bundle strictly against Article 10(1) of the Regulations: the Economic Concentration Form, the constitutional documents and business licences of the parties, the transaction contract, three years of audited accounts for each party and its branches, the ownership statement with percentages, headquarters and branches with capital contributions, the fee receipt, the six-element economic report, the potential geographical scope, and the list of the group’s transactions over the preceding three years. Documents may be filed in their original language with an English or Arabic translation; only the power of attorney needs certification, and confidential material must be marked and accompanied by a non-confidential summary.

10.    Register the single paying company through the Competition Department’s link, pay the 0.02% fee subject to the AED 150,000 cap, and keep the electronic receipt — without proof of payment the application is not complete.

11.    File with the Competition and Consumer Protection Department and deal with any request for further information within the 10 working days allowed, bearing in mind that basic information about the application will be published and will open the 15-working-day objection window.

12.    If your own analysis shows a real risk of refusal, prepare an offer of remedies and submit it no later than 30 days after the Ministry receives the complete application, under Article 13(3).

13.    Obtain the Minister’s decision; if refused, file a grievance within 15 working days on payment of AED 500 and, if necessary, go to court within 30 days of the grievance being rejected.

Common mistakes

Mistake one: treating the 90 days as the review period. Article 12 sets a minimum gap between filing and closing; Article 13(2) sets a separate 90-day review period that starts only on receipt of a complete application and can be extended by a further 45 days. A company that schedules closing for 90 days after filing finds the process still running and faces a choice between missing the long stop date and closing without clearance, which Article 26 punishes with a fine of up to AED 500,000.

Mistake two: a “deemed clearance” clause in the SPA. Importing the construct from US or European practice into an Emirati contract creates a direct risk: under Article 13(2) the lapse of the period without a decision is a refusal. Parties that close on such a clause commit two breaches at once — the failure to notify remains uncured, and closing during the review is a separate offence.

Mistake three: calculating the threshold on the entity rather than the group. The definition of an undertaking in Article 1 extends to an associated person and to an association of such persons. A buyer with a few million dirhams of UAE revenue that belongs to an international group with hundreds of millions of UAE sales calculates on the group under the conservative approach. The price of the error is a fine of 2% to 10% of the UAE sales of the goods or services concerned, under Article 25.

Mistake four: defining the relevant market too broadly by eye. The wider the market, the lower the calculated share and the easier it is to persuade yourself that 40% has not been reached. The Ministry applies the hypothetical monopolist test and assesses demand-side and supply-side substitutability; its market definition may prove materially narrower. A share calculation without a reasoned market definition is no defence on review.

Mistake five: assuming free zone status removes the filing duty. The Article 4 exclusion list is closed and ordinary free zones are not on it. Only the DIFC and the ADGM sit outside the perimeter by reason of zone status, by virtue of Article 121 of the UAE Constitution rather than the competition law. Separately from that, the Article 4 exclusions apply: sectoral regulation, and federal or emirate state ownership within the relevant limits. A company in DMCC or Meydan files on the ordinary basis.

Mistake six: filing without paying the fee. The Ministry’s guidance note states expressly that an application is not complete until the fee has been paid. An unpaid application is not complete and does not start the 90-day review — while the parties believe the clock is already running.

Mistake seven: expecting a refund when the deal falls away. Article 12(2) of Cabinet Resolution No. 59 of 2026 excludes any refund of fees collected for the filing, without qualification — including a withdrawal within the permitted initial review period. For a transaction with combined sales above AED 750,000,000 that means AED 150,000 is irrecoverable if the deal falls away at any stage after filing.

Mistake eight: treating the 90-day review as a calendar period. Article 14 of the Decree-Law interrupts the running of the Article 13 periods while the Ministry is seeking additional information, while a technical opinion is being obtained, and while an interested party’s objection is being dealt with; the periods begin to run again only once the requested data is received. A timetable built on “90 plus 45 and no more” ignores the mechanism that in practice determines how long the process really takes. On a deal with two rounds of information requests and one competitor objection the actual period can be twice the planned one — with no missed deadline on the regulator’s side.

Mistake nine: treating the economic report as a formality. Article 10(1)(h) of the Regulations requires six specific elements, including a calculation of market concentration before and after the deal and a map of every competitor with their UAE sales and shares over three years. A report assembled loosely from a press release draws a request for further information, and a request interrupts the periods. Worse: Article 15(2) of the Decree-Law obliges the Minister to cancel a clearance already granted if the information on which it was based turns out to be misleading or incorrect.

Mistake ten: ignoring publication of the filing. The Ministry publishes a list of applications received on its official website. For a competitive sale process or a listed company this means the fact of the deal is disclosed before closing, and the communications plan needs to be ready when the application goes in, not when counterparties mention the publication.

Who must file, who need not, and when a professional review is needed

Filing is mandatory for parties whose transaction is an economic concentration under Article 1 and crosses either threshold in Article 3 of Resolution No. 3 of 2025: buyers of operating businesses with UAE revenue, for whom the post-closing tax consequences also matter — these are covered in UAE Corporate Tax 2026: Rates, QFZP, Small Business Relief, Deadlines and Penalties — The Complete Guide; participants in consolidation in concentrated niches where 40% is easily exceeded, international groups acquiring assets with UAE sales, and joint venture partners contributing operating assets.

Filing is not required where both parties sit in the DIFC or the ADGM and the effect of the transaction is confined to the financial free zone; where the parties fall within the Article 4 exclusions — sectoral regulation, or federal or emirate state ownership within the relevant limits; where the transaction is not an economic concentration in substance, such as an intra-group reorganisation with no change of control between independent undertakings; and where neither threshold is crossed on a properly defined relevant market.

A professional review is needed in five situations: where the calculated share falls in the 30% to 50% band and market definition becomes decisive; where the parties belong to international groups and the threshold must be computed across associated persons; where the transaction touches a regulated sector and the Article 4 exclusion has to be assessed; where the structure is unusual — transfers of obligations, of rights of use, or of customer portfolios; and where a transaction has already closed without notification and the exposure under Articles 25 and 26 needs to be quantified. That review is carried out by the UPPERSETUP legal team together with the accounting team, which evidences the sales figures in the relevant market.

Frequently asked questions

Does a transaction need clearance if both companies are registered outside the UAE?

Yes, if it affects competition in a relevant market inside the UAE. Article 3 of Decree-Law No. 36 of 2023 extends the instrument to economic activity carried on outside the State that affects competition in the State. The thresholds are tested against sales and shares in the relevant market inside the UAE, not against the parties’ global figures.

When does the review period actually start?

The 90-day period under Article 13(2) of the Decree-Law runs from the Ministry’s receipt of a completeapplication, not from the date of first filing. Before that comes the formal examination — 10 working days under Article 13(1) of the Executive Regulations, extendable for a similar period; the response window for a request for further documents is not more than 10 working days. There is no overall 30-working-day cap on that stage anywhere in the Regulations. The Ministry’s guidance note adds that an application is not complete until the fee has been paid, and Article 14 of the Decree-Law interrupts the 90-day period for the duration of any information request.

Can a deal close if the Ministry does not respond in time?

No. Article 13 provides expressly that the failure of the Minister or his authorised representative to issue a decision is deemed a rejection of the economic concentration. Closing in that situation breaches Article 13(2), attracting a fine of AED 50,000 to AED 500,000 under Article 26, and does not cure the failure to notify under Article 25.

What does a filing cost and what is the fee calculated on?

The fee is 0.02% of the combined annual sales of the undertakings participating in the economic concentration, capped at AED 150,000. The Ministry gives two examples: on sales of AED 200,000,000 the fee is AED 40,000; on sales of AED 2,000,000,000 the calculation would give AED 400,000 but only AED 150,000 is payable. The cap is reached at exactly AED 750,000,000 of combined annual sales.

Is the fee refunded if the deal collapses?

No. Article 12(2) of Cabinet Resolution No. 59 of 2026 provides that any fees collected for the submission of an economic concentration application are not refunded. The clause carries no qualification for withdrawal, so withdrawing the application within the permitted initial review period gives no right to a refund. Only the AED 500 grievance fee is refundable, and only where the grievance is upheld.

Does free zone registration remove the filing duty?

Not for an ordinary free zone. The exclusion list in Article 4 of the Decree-Law is closed and free zones are not on it. The exception is the financial free zones, the DIFC and the ADGM, which are excluded from federal laws under Article 121 of the UAE Constitution. Importantly, that carve-out works by reference to the effect of the transaction rather than the address of incorporation: where the buyer is registered in the DIFC or the ADGM but the target is a mainland or ordinary free zone company with UAE revenue, the transaction stays in scope.

Is there any relief for small and medium-sized businesses?

No. The term “small and medium enterprises” does not appear in the text of Federal Decree-Law No. 36 of 2023, and the instrument contains no size-based exclusion. Only staying below the AED 300,000,000 and 40% thresholds removes the filing duty.

Will the transaction become public before it closes?

Yes, from the moment of publication. The Ministry of Economy and Tourism publishes basic information about applications received and maintains a list of current economic concentration applications on its official website. Publication opens a 15-working-day window for objections under Article 16(1)(a) of the Executive Regulations and an identical window for submitting data and documents under Article 15(2); views submitted at the Ministry’s invitation run for 15 working days from the date of that invitation under Article 15(1). Filing an objection carries a fee of AED 1,500.

Key takeaways

UAE merger control in 2026 rests on four instruments: Federal Decree-Law No. 36 of 2023 (in force 29 December 2023), Cabinet Resolution No. 3 of 2025 on thresholds (in force 31 March 2025), the Executive Regulations in Cabinet Resolution No. 59 of 2026 (in force 30 July 2026), and Cabinet Resolution No. 105 of 2026 on fees (in force 29 July 2026).

Notification is mandatory once either of two alternative thresholds is crossed: combined annual sales of the parties in the relevant market within the UAE above AED 300,000,000, or a combined share above 40% of transactions in the relevant market.

The application is filed at least 90 days before closing; the Ministry reviews it for 90 days from receipt of a complete file, extendable by 45 days; the transaction may not close before a decision.

Regulatory silence is a refusal, not a clearance — so the closing condition in the contract must be tied to a positive decision from the Minister.

The filing fee is 0.02% of the parties’ combined annual sales capped at AED 150,000, is not refunded on withdrawal, and must be paid before the application counts as complete.

The 90-day review is interrupted under Article 14 of the Decree-Law for the duration of any information request, any request for a technical opinion and any third-party objection, so it is not a calendar period; whether the count resumes where it stopped or starts afresh is not settled by the text of the article.

The Minister must cancel a clearance already granted where the circumstances on which it was based have ceased to exist, the parties have failed to meet its conditions, or the information underlying it turns out to be misleading or incorrect — Articles 15(2) and 10(6) of the Decree-Law.

Failure to notify attracts a fine of 2% to 10% of the annual sales of the goods, or the service revenue, that is the subject of the violation, realised in the UAE during the last completed financial year, or AED 500,000 to AED 5,000,000 where that figure cannot be computed; closing during the review period attracts AED 50,000 to AED 500,000.

Ordinary free zones sit inside the perimeter; only the DIFC and the ADGM sit outside it by reason of zone status, under Article 121 of the UAE Constitution, while the Article 4 exclusions operate separately; there is no small and medium-sized business carve-out.

What you need to know about UAE merger control in 2026

Merger control in the United Arab Emirates in 2026 is built on Federal Decree-Law No. 36 of 2023 on the Regulation of Competition, issued on 28 September 2023 and in force since 29 December 2023. The notification thresholds are set by Cabinet Resolution No. 3 of 2025, issued on 20 January 2025 and in force since 31 March 2025: combined annual sales of the parties in the relevant market within the UAE above AED 300,000,000, or a combined share above 40% of transactions in the relevant market; the thresholds are alternative. The procedure is set by the Executive Regulations in Cabinet Resolution No. 59 of 2026, issued on 20 April 2026, published in Official Gazette No. 822 of 30 April 2026 and in force from 30 July 2026. Fees are set by Cabinet Resolution No. 105 of 2026 of 12 June 2026, in force from 29 July 2026: 0.02% of the parties’ combined annual sales capped at AED 150,000, AED 5,000 for an exemption application, AED 1,500 for an objection, and AED 500 for a grievance, refundable if the grievance is upheld. The application is filed at least 90 days before closing under Article 12; the review takes 90 days from receipt of a complete application, extendable by 45 days, under Article 13; the formal examination of the application takes 10 working days, extendable for a similar period, under Article 13(1) of the Regulations; a third party may object within 15 working days of publication of the basic information under Article 16(1)(a) of the Regulations. Article 14 of the Decree-Law interrupts the running of the review periods for the duration of an information request, a request for a technical opinion or an objection. Failure to issue a decision within the period is deemed a rejection. Article 15(1) of the Decree-Law provides four outcomes: approval, approval subject to conditions, rejection, and a declaration that Article 12 does not apply; under Article 15(2) a clearance already granted must be cancelled where the information underlying it proves incorrect. The fine for failing to notify under Article 25 is 2% to 10% of the annual sales of the goods or service revenue that is the subject of the violation, realised in the UAE, or AED 500,000 to AED 5,000,000; the fine for closing during the review period under Article 26 is AED 50,000 to AED 500,000. A grievance is filed within 15 working days, determined within 30 days, and may be taken to court within 30 days of refusal. The regime applies to mainland and ordinary free zone companies and to foreign transactions affecting competition in the UAE; undertakings in the DIFC and the ADGM are outside it under Article 121 of the UAE Constitution. The law contains no carve-out for small and medium-sized enterprises.

If you need a transaction screened for a mandatory filing, the thresholds computed across a group, or support with a submission to the Competition Department, speak to the UPPERSETUP team: we support companies from company registration through to transactions and reporting, and an overview of the jurisdiction is available at Business Setup in the UAE: Company Registration and Ongoing Support.

Sources

Level 1 — legislation and regulator materials

1.       Federal Decree-Law No. (36) of 2023 Regarding Regulating Competition — instrument record — UAE Legislation Platform.

2.       Federal Decree-Law No. (36) of 2023 Regarding Regulating Competition — full text — UAE Legislation Platform.

3.       Cabinet Resolution No. (3) of 2025 Regarding the Ratios to the Implementation of Federal Decree-Law Regarding Regulation Competition — instrument record — UAE Legislation Platform.

4.       Cabinet Resolution No. (3) of 2025 — full text (Article 3: the AED 300,000,000 and 40% thresholds) — UAE Legislation Platform.

5.       Cabinet Resolution No. (59) of 2026 Regarding the Executive Regulations of Federal Decree by Law Regarding the Regulation of Competition — instrument record — UAE Legislation Platform.

6.       Cabinet Resolution No. (59) of 2026 — full text of the Executive Regulations (33 articles) — UAE Legislation Platform.

7.       Cabinet Resolution No. (105) of 2026 Regarding the Fees Prescribed for the Implementation of Federal Decree by Law No. (36) of 2023 — instrument record — UAE Legislation Platform.

8.       Cabinet Resolution No. (105) of 2026 — full text (Article 2: the fee schedule) — UAE Legislation Platform.

9.       Economic Concentration — official service page — UAE Ministry of Economy and Tourism.

10.    Economic Concentration Approval Application Fees — official guidance note — UAE Ministry of Economy and Tourism.

11.    Guidelines on Relevant Market Definition, July 2026 — UAE Ministry of Economy and Tourism.

12.    Regulation of Competition — official page — UAE Ministry of Economy and Tourism.

Level 2 — international law firm commentary and professional guides

13.    UAE issues long-anticipated executive regulations for its Competition Law — White & Case.

14.    United Arab Emirates Continues Strengthening its Merger Control Regime — Baker McKenzie.

15.    UAE: Executive Regulations Reshape Competition Regulatory Landscape — Baker McKenzie.

16.    UAE Competition Law: The Implementing Regulation Is Here — Bracewell.

17.    UAE Competition Law: Filing Fees Announced — Bracewell, published in The National Law Review.

18.    UAE Competition Law comes of age: What Cabinet Decision No. 59 of 2026 means for dealmakers — Addleshaw Goddard.

19.    UAE Competition Law: Executive Regulations Now in Force — Gibson Dunn.

20.    Merger Control 2026 — United Arab Emirates — Chambers Global Practice Guides.

21.    The UAE’s New Merger Control Framework: What the 2026 Executive Regulations Mean for Dealmakers — Covington & Burling.

Disclaimer

This material is for information purposes only and does not constitute legal, tax, financial, investment or consulting advice. Before making any decision, obtain individual professional advice that takes into account your specific situation, jurisdiction, company status and the current requirements of the regulators. Current as at September 2026.