The UAE’s competition regime is centred on Federal Decree-Law No. (36) of 2023 Regarding Regulating Competition, which replaced the earlier 2012 law and modernized the country’s antitrust framework. The law is designed to protect competition, curb monopolistic behaviour, and ensure that market forces remain the main driver of pricing, supply, and consumer choice. It applies broadly to undertakings carrying out economic activity in the UAE, and it also reaches conduct outside the UAE if it affects competition in the UAE.
The law goes beyond merger control. It also prohibits restrictive agreements, abuse of dominant position, abuse of economic dependence, and predatory pricing, while giving the Ministry of Economy a central role in enforcement and review. In practical terms, that means businesses need to think about competition law not only when they merge, but also when they cooperate with competitors, set pricing strategies, or hold a strong market position.
The Merger Control Rule
Merger control is dealt with in Article 12 of the Decree-Law. It captures “economic concentration” transactions, which the law defines broadly to include acts that result in the complete or partial transfer of ownership or usufruct rights, and that give one undertaking direct or indirect control over another undertaking or group of undertakings. That means the regime can cover mergers, acquisitions, and other control-shifting transactions, not just classic corporate mergers.
The UAE system is mandatory and suspensory once the filing threshold is met. In other words, parties must notify the Ministry of Economy before closing, and they cannot complete the deal until clearance is obtained. The law requires the filing to be made at least 90 days before completion, and the Ministry then has 90 days to decide, with a possible extension of 45 days. Businesses planning strategic restructuring or expansion often rely on a mergers and acquisitions law firm in UAE to assess filing obligations, competition risks, and transaction timelines.
When A Filing Is Needed
The detailed thresholds were set by Cabinet Resolution No. (3) of 2025, which implements Article 12 of the Decree-Law. A transaction must be notified if it meets either of two tests: (i) if the total annual sales in the relevant market within the UAE exceed AED 300 million in the last fiscal year; or (ii) if the parties’ combined market share exceeds 40% of the total transactions in the relevant market within the UAE.
This is a significant development because it introduces a turnover-based threshold for the first time, alongside the existing market-share test. For dealmakers, that matters because a transaction may be notifiable even where the parties are not especially dominant in market-share terms, provided their UAE sales are high enough. The threshold test is therefore more practical and more deal-relevant than the older regime, which focused mainly on market share.
How Review Works
Once a filing is submitted, the Ministry examines whether the transaction could harm competition, create or strengthen dominance, or otherwise distort market structure. If the Ministry concludes that the deal does not adversely affect competition, it can clear it unconditionally; it can also clear a deal subject to conditions, or reject it entirely. The law also allows the parties to offer commitments or remedies aimed at reducing any anti-competitive effects.
The review is not purely formal. The Ministry may seek extra information, consult relevant authorities or sector regulators, and even invite stakeholders to comment in some cases. That makes the UAE process closer to a substantive competition review than a simple box-ticking filing. This is particularly relevant in regulated industries, where businesses may need to consider both general competition rules and any sector-specific framework that applies in parallel.
Enforcement And Penalties
The UAE law gives real teeth to merger control. If a notifiable transaction is implemented without filing or clearance, the violating undertaking can face a fine of 2% to 10% of annual sales in the UAE for the last fiscal year; if revenues cannot be calculated, the fine ranges from AED 500,000 to AED 5 million. The law also provides penalties for obstructing investigations, withholding information, or violating confidentiality obligations.
More broadly, conduct that violates the core competition prohibitions can also trigger fines of up to 10% of annual sales in the UAE, and the court may order closure of the business for a limited period in serious cases. That puts antitrust compliance squarely on the transaction and governance agenda for companies operating in the UAE. Many businesses consult corporate lawyers in UAE to strengthen compliance strategies and reduce regulatory risks associated with mergers and commercial operations.
Why It Matters in Practice
The UAE’s competition regime is increasingly shaping how transactions are structured, reviewed, and timed. Its significance lies in the fact that merger control now requires parties to assess not only ownership changes, but also whether a deal could materially alter competitive dynamics in the relevant market. That makes the practical focus less about form and more about economic effect, especially where turnover, market share, and sector context may all point to filing risk.
Authors: Shantanu Mukherjee, Varun Alase
