There is a moment in most acquisitions when the commercial terms are settled and everyone starts thinking about signing dates. This is often the point at which an important question should be considered: does this deal require competition clearance in the UAE?

For years, UAE merger control existed largely on paper because the old regime under Federal Law No. 4 of 2012 never received workable thresholds. That era is over. Federal Decree-Law No. 36 of 2023 rebuilt the competition framework, Cabinet Resolution No. 3 of 2025 gave it operative notification thresholds, and Cabinet Resolution No. 59 of 2026 the Executive Regulations, in force since 30 July 2026 supplied the procedural machinery. Taken together, they mean a UAE filing can now dictate when, and occasionally whether, a transaction closes.

Does the Transaction Amount to an Economic Concentration?

The definition of an “economic concentration” is broad. It covers mergers, acquisitions and other transactions through which one business obtains full or partial control over another. What the parties call the transaction be an investment, restructuring or joint venture is not decisive. The important question is whether the transaction results in a change of control.

• The parties do not need to be based in the UAE for the rules to apply. A transaction between two foreign companies may still require review if it could affect competition in the UAE for example, where both companies have significant sales or business activities in the country. UAE merger-control requirements should therefore be considered at the beginning of any cross-border transaction, alongside the filing requirements of other relevant jurisdictions.
  
  

  When Is Merger Notification Required? The Turnover and Market-Share Thresholds
  
  

  Cabinet Resolution No. 3 of 2025 sets two alternative triggers for notification under Article 12 of the Competition Law:

  • the parties’ combined annual sales in the relevant market within the UAE exceeded AED 300 million in the previous financial year; or
  • their combined share exceeds 40 per cent of total transactions in that relevant UAE market over the same period.
    
    

  The word “alternative” deserves emphasis. Deal teams tend to run the turnover number, see it comfortably below AED 300 million, and move on. That is a mistake. The market-share limb operates independently, and in a narrowly defined market a target with modest revenues can hold a share well above 40 per cent. It also appears from the Executive Regulations that a single party’s pre-existing position can be enough to put the combined figure over the line ,so a buyer with a strong UAE presence cannot assume that a small acquisition falls outside the notification requirements.
  
  

  That makes market definition the part of the analysis where deals are won or lost. In July 2026, the Ministry of Economy and Tourism published guidelines explaining how it will define a “relevant market”. The approach will look familiar to anyone who has dealt with competition regulators elsewhere. The core question is simple: if the price of a product went up by a small amount, say 5 to 10 per cent, would customers switch to something else? If they would, those alternatives belong in the same market. For digital services, where many products are free and price tells you little, the Ministry asks the same question about a small drop in quality instead.
  
  

  Familiar approach, though, does not mean familiar answers. A market definition that satisfied the European Commission or the UK’s CMA cannot simply be copied into a UAE filing. Customer behaviour, the choice of suppliers and the alternatives available in the UAE are all different, so the exercise has to be done afresh on UAE facts.

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• What clearance does to the timetable ?
  
  

  Where a filing is required, the application must go in at least 90 days before completion. The Executive Regulations then split the process in two. The Ministry first checks completeness that takes 10 business days, extendable if further information is requested. Only once the file is formally accepted as complete does the substantive clock start that is 90 days for a decision, extendable by a further 45.
  
  

  Two features of this regime should shape how the SPA is drafted.
  
  

  The first is that the clock stops more easily than people expect. Requests for additional information, referrals for technical opinions and objections from third parties can each interrupt the review period, which resumes only once the issue is resolved. A “90 day” review is therefore a floor, not a forecast.
  
  The second is harsher, and it is the point most often missed: under the UAE regime, silence is rejection. If the statutory period expires without a decision, the concentration is deemed rejected, the opposite of the deemed-clearance rule found in many other jurisdictions. A long-stop date built on the optimistic assumption that no news is good news is built on sand. Conditions precedent, regulatory-efforts clauses and termination rights all need to be drafted with deemed rejection in mind.
  
  

  And until clearance arrives, the parties must hold their positions. Completing early, or implementing the transaction in stages while the review is pending, is gun-jumping — treated as a breach in its own right.
  
  

  Three scenarios we see repeatedly

   

The narrow-market target. A regional buyer acquires a UAE specialty distributor with AED 90 million in revenue. Well under the turnover threshold but the target holds roughly half of a plausibly defined national market for its product line. The share limb is engaged, and the deal timetable now includes a UAE filing nobody had budgeted for.

The foreign-to-foreign merger. Two European manufacturers combine. Neither has a UAE entity, but both sell into the UAE through distributors and their combined position in one product market is significant. The extraterritorial reach of the law puts the UAE on the clearance list alongside Brussels.

The staggered closing. A buyer plans to take 30 per cent at signing and the balance in eighteen months. Whether the first tranche already confers control through board rights, veto rights or shareholder arrangements determines when the notification obligation arises. Structure drives the analysis, not the headline percentage.

The cost of getting it wrong

Article 25 is blunt. Completing a notifiable concentration without approval exposes the violating undertaking to a fine of between 2 and 10 per cent of its annual sales of the relevant goods or services in the UAE for the preceding financial year or, where that figure cannot be established, between AED 500,000 and AED 5 million. The Executive Regulations add further remedial tools, including the possibility of temporary business closure.

Set against those numbers, the cost of running the threshold analysis before signing is trivial.

The point of it all

An SPA can allocate regulatory risk between the parties. It cannot make a filing obligation disappear. The deals that go smoothly are the ones where the concentration analysis, the market definition work and the filing preparation were done while the structure could still move not the ones where the regulatory plan had to be reverse-engineered around a completion date fixed months earlier.

The Ask Legal Consultancy advises businesses on corporate transactions, cross-border structuring and the regulatory work that sits around them. If a UAE acquisition or cross-border deal is on your horizon, the competition analysis belongs at the front of the timetable.

Speak to us before the terms are locked, not after.