Overview
Federal Decree-Law No. 36 of 2023 replaced the UAE’s previous competition regime, Federal Law No. 4 of 2012, and introduced the most significant overhaul of UAE Competition Law competition regulation to date. According to the Ministry of Economy, a key driver behind the reform was the rapid growth of the UAE’s digital economy, which had outpaced the scope of the 2012 framework, alongside a broader objective of positioning the updated regime as a catalyst for domestic and foreign investment as part of the UAE’s economic diversification agenda.
The most consequential change introduced by the new law is a mandatory, suspensory, pre-closing merger control regime — meaning that qualifying transactions must now be notified to, and cleared by, the Ministry of Economy’s Competition Department before they can legally close, replacing a regime that previously offered far more limited and less structured merger oversight. The framework was completed in stages: the substantive law in 2023, notification thresholds via Cabinet Decision No. 3 of 2025 (effective 31 March 2025), and — most recently — a detailed Implementing Regulation under Cabinet Decision No. 59 of 2026, issued on 20 April 2026, which provides the long-awaited procedural building blocks for the regime.
Key Provisions Relating to Mergers & Acquisitions
1. Mandatory Pre-Closing Notification
Under the new regime, any transaction that constitutes an “Economic Concentration” — defined broadly as any action leading to the full or partial transfer of ownership or usage rights in the properties, rights, stocks, shares, or obligations of an establishment, resulting in direct or indirect control over that establishment — must be notified to the Ministry of Economy if it exceeds the applicable thresholds. Critically, parties are prohibited from closing the transaction without prior clearance from the Competition Department, making this a genuinely suspensory regime rather than a post-closing notification requirement.
2. Notification Thresholds (Cabinet Decision No. 3 of 2025)
A notification obligation arises where the parties’ turnover or market share in the UAE exceeds specified thresholds. As one applicable benchmark, notification is generally required where the total value of the undertakings’ annual sales in the relevant UAE market, during the last completed fiscal year, exceeds AED 300 million. Businesses should assess both the turnover-based and market-share-based thresholds together, as either may independently trigger a notification requirement.
3. Review Timeline (Implementing Regulation, 2026)
Under the primary 2023 law, the formal review period for a notified transaction is 90 days from the date the Ministry of Economy receives a complete notification, extendable by a further 45 days. The 2026 Implementing Regulation adds an important procedural layer ahead of this: a new 10 business day deadline for the Competition Department to review a notification and confirm whether it is complete, extendable by a further 10 business days. Where the Department requires supplementary information, merging parties may be given up to 10 additional business days to provide it — meaning the overall completeness review should not exceed 30 business days before the substantive 90-day clock even begins.
4. Third-Party Engagement
The 2026 Implementing Regulation introduces a clearer pathway for third parties — such as competitors, customers, or other affected stakeholders — to engage with the Competition Department during a merger review and potentially influence its outcome, a level of procedural transparency not previously available under the UAE framework.
5. Relevant Market Definition Guidelines
Alongside the Implementing Regulation, the Ministry has published Guidelines on Relevant Market Definition — providing, for the first time in the UAE, a published methodology for how the Competition Department defines the relevant product and geographic market when assessing a transaction or conduct. This gives merging parties considerably more predictability when self-assessing notification obligations.
Key Provisions Relating to Businesses and Market Conduct
1. Reduced Scope for Exemptions
Compared to the 2012 regime, the new law significantly narrows the circumstances in which businesses may rely on exemptions from general competition rules, reflecting a stricter and more enforcement-focused regulatory posture.
2. Substantially Enhanced Enforcement Powers
The Ministry of Economy’s Competition Department has been granted materially enhanced investigative and enforcement powers under the new regime compared to the previous law, forming part of the broader shift toward active, rather than largely dormant, competition enforcement in the UAE.
3. Exemption Procedure and Ministerial Decisions
Businesses seeking an exemption from the general prohibition on anti-competitive practices may submit a notice under Article 9 of the law. The Minister of Economy (or an authorised representative) may specify the duration of any exemption granted, subject it to periodic review, and must issue a reasoned resolution on such notices, generally within 90 days (extendable).
4. Complaints Guidelines (December 2025)
The Ministry issued detailed Guidelines for Submitting Competition Complaints in December 2025, giving businesses and affected third parties a clearer, published procedure for raising concerns about potentially anti-competitive conduct with the Competition Department.
5. Behavioural Enforcement Procedures
Beyond merger control, the 2026 Implementing Regulation also introduces important changes to procedures relating to behavioural competition enforcement — that is, the investigation and enforcement of conduct-based competition concerns (such as abuse of dominance or anti-competitive agreements), separate from the merger control regime.
6. Continuity from the Former Regime
The Implementing Regulation formally abrogates Cabinet Resolution No. 37 of 2014 (the executive regulation of the old 2012 law) and any inconsistent provisions, and enters into force three months after its publication in the UAE Official Gazette. Until the Implementing Regulation took effect, decisions and resolutions issued under the former 2012 law remained effective under a transitional provision (Article 39) of the 2023 law.
Frequently Asked Questions
When does a transaction need to be notified under the new UAE Competition Law? Notification is generally required where a transaction constitutes an “Economic Concentration” and the parties’ turnover or market share in the relevant UAE market exceeds the thresholds set out in Cabinet Decision No. 3 of 2025 — including, in one applicable case, where combined annual UAE sales in the relevant market exceed AED 300 million.
Can we close our transaction before receiving clearance? No. The UAE’s merger control regime is mandatory and suspensory — meaning parties are legally prohibited from closing a notifiable transaction before receiving clearance from the Ministry of Economy’s Competition Department.
How long does a merger review take? The formal substantive review period is 90 days from a complete notification, extendable by a further 45 days. Before that period begins, the 2026 Implementing Regulation introduces a completeness-review stage of up to 30 business days.
Can competitors or customers object to our merger? Yes, in principle. The 2026 Implementing Regulation introduces a clearer procedural pathway for third parties to engage with the Competition Department during a merger review and potentially influence its outcome.
Is there now a published methodology for defining the “relevant market”? Yes. The Ministry has published Guidelines on Relevant Market Definition alongside the 2026 Implementing Regulation, providing the first published methodology of its kind in the UAE.
Does this law only apply to mergers? No. While merger control is the most prominent element of the new regime, the law and its 2026 Implementing Regulation also govern behavioural competition enforcement — such as abuse of dominant position and anti-competitive agreements — and set out formal procedures for submitting competition complaints.
When Do You Need a Specialist Competition & Merger Control Lawyer?
- When planning an acquisition, merger, joint venture, or other transaction with a UAE nexus, to assess whether it constitutes a notifiable “Economic Concentration.”
- When preparing and submitting a merger control notification to the Ministry of Economy’s Competition Department, including relevant market definition analysis.
- When your transaction timeline depends on merger clearance and you need to plan around the completeness-review and substantive review periods.
- When responding to a competition complaint, investigation, or enforcement action from the Competition Department.
- When seeking an exemption from general competition rules for a specific commercial arrangement.
- When advising on distribution agreements, exclusivity arrangements, or other conduct that may raise behavioural competition concerns under the new enforcement framework.
Related Services from Our Firm
🔗 Mergers & Acquisitions (M&A) – Our M&A Services 🔗 Corporate Law – Our Corporate Law Services
References
- Federal Decree-Law No. (36) of 2023 Regarding Regulating Competition, UAE Legislation: uaelegislation.gov.ae/en/legislations/2117/download
- Ministry of Economy & Tourism — Regulation of Competition Legislations: moet.gov.ae/en/regulation-of-competition-legislations
- “UAE Competition Law: The Implementing Regulation Is Here,” Bracewell LLP: bracewell.com/resources/uae-competition-law-the-implementing-regulation-is-here
- “UAE Competition Law: Executive Regulations Now in Force,” Gibson Dunn: gibsondunn.com/uae-competition-law-executive-regulations-now-in-force
- “The UAE’s New Merger Control Framework: What the 2026 Executive Regulations Mean for Dealmakers,” Global Policy Watch: globalpolicywatch.com/2026/05/the-uaes-new-merger-control-framework-what-the-2026-executive-regulations-mean-for-dealmakers
- “UAE Implements Sweeping Competition Law Reforms with Mandatory Pre-Merger Notifications,” King & Spalding: kslaw.com/news-and-insights/uae-implements-sweeping-competition-law-reforms-with-mandatory-pre-merger-notifications
- “UAE Announces New Thresholds for Merger Filings,” White & Case LLP: whitecase.com/insight-alert/uae-announces-new-thresholds-merger-filings
- “Overhaul of the UAE’s Competition Law: Key Changes and Next Steps,” Bracewell LLP: bracewell.com/resources/overhaul-uaes-competition-law-key-changes-and-next-steps
- “UAE Regulation of Competition — The New Competition Law,” Squire Patton Boggs: squirepattonboggs.com/insights/publications/uae-regulation-of-competition-the-new-competition-law
Content last updated: July 2026. This content is provided for general informational purposes only and does not replace specialist legal advice.
