A deal can look commercially perfect and still create a serious problem under anti competition law uae rules.
Understanding anti competition law uae requirements before signing, closing, or restructuring a transaction can protect your business from delays, regulatory scrutiny, and decisions that may be difficult to reverse later.
The risk is no longer limited to obvious cartels or dominant companies.
A merger, joint venture, exclusivity clause, distribution agreement, pricing arrangement, or acquisition can all raise competition issues depending on the market and the effect of the deal.
The safest time to review those risks is before the transaction becomes difficult to unwind.
What Does Anti Competition Law UAE Actually Regulate?
The current UAE competition framework is principally governed by Federal Decree-Law No. 36 of 2023 Regulating Competition.
It replaced the former 2012 regime and significantly expanded the UAE’s approach to merger control, anti-competitive conduct, market dominance, enforcement, and regulatory procedure.
The framework has since been supplemented by Cabinet Decision No. 3 of 2025 on applicable thresholds and Cabinet Decision No. 59 of 2026 on the Implementing Regulation. The Ministry of Economy and Tourism also publishes guidance relating to competition complaints and relevant market definition.
For businesses, anti competition law uae is therefore not one isolated rule. It is a compliance framework that can affect transactions, commercial agreements, pricing strategies, and market behaviour.
Why Merger Control Matters Before You Close a Deal
One of the biggest changes under the current framework is the mandatory pre-closing review of qualifying economic concentrations.
An “Economic Concentration” can include transactions that result in direct or indirect control through the transfer of ownership, shares, rights, assets, or other interests.
Where the applicable notification threshold is met, the parties may need approval before the transaction can legally close.
This makes anti competition law uae a deal-timing issue, not just a legal issue to consider after documents have been signed.
Closing first and asking questions later can expose the parties to unnecessary regulatory risk.
When Does a Transaction Need to Be Notified?
Cabinet Decision No. 3 of 2025 introduced quantitative thresholds for merger control.
One relevant threshold is based on annual UAE sales in the relevant market. The decision provides for a notification trigger where the total annual sales of the establishments concerned in the relevant UAE market exceed AED 300 million, subject to the detailed rules.
The framework also includes a market-share test, so businesses should not rely only on turnover when assessing whether a filing is required.
That means a transaction can require notification even where the parties believe the deal is commercially modest.
A proper anti competition law uae assessment should therefore consider:
- Transaction structure
- Control
- Relevant product market
- Relevant geographic market
- UAE turnover
- Market shares
- Parties and connected undertakings
What Is the Relevant Market?
The relevant market is one of the most important concepts in competition analysis.
It determines which products, services, competitors, customers, and geographic areas are included when market power or notification thresholds are assessed.
The Ministry now publishes Guidelines on Relevant Market Definition, giving businesses a clearer framework for analysing product and geographic markets.
This matters because the same company can appear to have a small share in a broad market but a much larger share in a more narrowly defined one.
For this reason, an anti competition law uae review should never use market-share numbers without first considering how the market itself is defined.
How Long Can a Merger Review Take?
Transaction timing should account for the regulatory review process from the beginning.
The substantive review period under the law is generally 90 days from receipt of a complete filing, with a possible extension of a further 45 days.
The 2026 Implementing Regulation also introduced a completeness-review stage before that substantive period begins.
According to the framework described in the current regulatory materials, the Competition Department can review whether a submission is complete and request supplementary information before the formal substantive review starts.
This means merger clearance should be built into transaction documents, long-stop dates, financing arrangements, and closing conditions rather than treated as an administrative formality.
Can You Close Before Competition Approval?
Where a transaction is notifiable, the current regime is suspensory.
That means the parties should not complete the transaction before the required competition clearance has been obtained.
This is one of the most commercially important features of anti competition law uae.
Businesses should be particularly cautious about:
- Transferring shares early
- Giving the buyer operational control before clearance
- Integrating management
- Sharing competitively sensitive information unnecessarily
- Coordinating pricing or customers before closing
- Completing steps that effectively implement the deal in advance
The legal form of a transaction is not the only consideration. Regulators may also look at what the parties actually do before approval.
Anti-Competitive Agreements Are Also Regulated
Competition law is not limited to mergers.
Agreements between businesses can raise concerns where they restrict competition in the relevant market.
Depending on the circumstances, issues can arise from arrangements involving:
- Price coordination
- Market allocation
- Customer allocation
- Output restrictions
- Bid coordination
- Certain exclusivity arrangements
- Restrictions on dealing with competitors
- Other conduct that limits effective competition
The analysis depends on the wording, market structure, commercial justification, and actual effect of the arrangement.
An anti competition law uae review should therefore take place before commercially restrictive provisions become standard terms across a distribution or supply network.
What About Exclusive Distribution Agreements?
Exclusivity is not automatically unlawful.
Its competition impact depends on the relevant market, the position of the parties, the scope of the restriction, its duration, and the commercial circumstances.
The 2026 framework also demonstrates that sector-specific exemptions may be available in particular circumstances. For example, the Ministry currently lists Ministerial Decision No. 32 of 2026 concerning a block exemption for certain exclusive dealing agreements in the food-promotion and delivery-services market through digital platforms.
The existence of an exemption in one sector should not be assumed to protect unrelated arrangements.
Businesses should review the exact scope and conditions before relying on any exemption.
Abuse of Dominant Position
Having a strong market position is not itself prohibited.
The legal issue is how that position is used.
Cabinet Decision No. 3 of 2025 provides that a dominant position is deemed to exist where an establishment, independently or jointly with others, exceeds 40% of total transactions in the relevant market, subject to the applicable framework.
A business with significant market power should therefore review conduct such as:
- Exclusionary practices
- Discriminatory treatment
- Restrictive contractual conditions
- Practices that make market access unnecessarily difficult
- Other conduct capable of harming competition
For companies approaching or exceeding material market-share levels, anti competition law uae should become part of ordinary commercial review rather than something considered only during disputes.
Competition Complaints and Investigations
Businesses no longer have to rely on an informal or unclear route to raise competition concerns.
The Ministry published formal Guidelines for Submitting Competition Complaints in December 2025. These guidelines are intended to help businesses and other stakeholders understand the legal and technical information required when raising concerns about potentially anti-competitive practices.
That creates risk on both sides.
A business may need to:
- Submit a complaint
- Respond to a complaint
- Preserve relevant records
- Explain its market position
- Defend commercial arrangements
- Respond to information requests
- Address allegations of restrictive conduct
Competition compliance is therefore increasingly connected to documentation and evidence, not merely contractual wording.
Third Parties Can Matter in Merger Reviews
Competitors, customers, suppliers, and other affected stakeholders may also become relevant during the merger-review process.
The 2026 procedural framework provides clearer mechanisms for third-party engagement in competition matters.
That means a deal may be examined not only on information provided by the merging parties but also against market feedback and concerns raised by others.
For businesses operating in concentrated markets, this should form part of the risk analysis before filing.
Common Anti Competition Law UAE Mistakes
Businesses can create significant avoidable exposure by:
- Signing a deal without assessing merger-control thresholds
- Looking only at global turnover instead of the relevant UAE market
- Ignoring market-share thresholds
- Defining the relevant market too broadly
- Closing before required clearance
- Integrating operations prematurely
- Sharing sensitive competitive information before closing
- Assuming exclusivity is always lawful
- Treating a strong market position as irrelevant
- Reusing restrictive contract clauses without competition review
- Ignoring complaints from competitors or customers
- Relying on the old 2012 competition framework
A good anti competition law uae review should happen before these decisions become operational.
A Practical Competition Compliance Checklist
Before a merger, acquisition, joint venture, or restrictive commercial arrangement:
- Identify whether the transaction creates or changes control.
- Define the relevant product and geographic market.
- Calculate UAE turnover in the relevant market.
- Assess the parties’ market shares.
- Check whether a notification threshold is met.
- Build regulatory approval into the deal timetable.
- Avoid premature integration.
- Control the exchange of competitively sensitive information.
- Review exclusivity, pricing, and distribution provisions.
- Document the commercial rationale for restrictions.
- Confirm whether any exemption genuinely applies.
- Review the arrangement again if the market or deal structure changes.
This turns anti competition law uae compliance into a commercial planning process rather than an emergency response.
Frequently Asked Questions
What Is Anti Competition Law UAE?
Anti competition law uae generally refers to the UAE legal framework regulating competition, including mergers and economic concentrations, anti-competitive agreements, dominant market positions, complaints, and enforcement.
The principal law is Federal Decree-Law No. 36 of 2023, supported by subsequent Cabinet Decisions and implementing rules.
When Does a UAE Merger Need Competition Approval?
A filing may be required where the transaction constitutes an Economic Concentration and meets the applicable turnover or market-share threshold.
Each transaction should be assessed individually.
What Is the AED 300 Million Threshold?
Cabinet Decision No. 3 of 2025 provides a turnover-based threshold linked to annual sales in the relevant UAE market exceeding AED 300 million, subject to the detailed calculation rules.
Is There Also a Market-Share Threshold?
Yes. The applicable framework includes a market-share-based notification test in addition to the turnover test.
Can We Complete the Transaction Before Approval?
A notifiable transaction should not be completed before the required approval is obtained under the suspensory merger-control regime.
Are Exclusive Distribution Agreements Illegal?
Not automatically.
Their legality depends on the market, parties, restriction, duration, effect, and whether any applicable exemption exists.
Can a Competitor File a Competition Complaint?
The Ministry’s current complaint framework allows affected stakeholders to submit competition-related complaints where the requirements are met.
Does Competition Law Apply Only to Large Mergers?
No.
The framework also regulates market conduct, potentially anti-competitive agreements, abuse of dominance, and other competition concerns.
Protect the Deal Before It Becomes the Problem
A commercially attractive transaction can lose value quickly if competition risk is identified only after signing or worse, just before closing.
The purpose of anti competition law uae review is not to slow a deal down. It is to identify the regulatory issues early enough to structure the transaction, timetable, documents, and commercial behaviour properly.
FRM Legal Counsels assists businesses, investors, founders, and transaction teams with merger-control assessments, economic concentration notifications, relevant-market analysis, distribution and exclusivity agreements, competition complaints, investigations, and commercial compliance.
Speak with FRM Legal Counsels before signing or closing your next transaction to assess anti competition law uae risks early and protect your deal from avoidable regulatory delay or disruption.
