TRW & Co · Competition and consumer
Merger Control in the UAE: Notification Thresholds and Process
Merger control UAE rules require a filing with the Ministry of Economy and Tourism, and a standstill until clearance, when an acquisition or joint venture transfers control and the parties exceed AED 300 million in sales or 40% share in a relevant UAE market. Here is how to test the thresholds, plan the timetable and avoid gun-jumping.
Key pointSilence is not consent: if the Ministry does not decide within the review period, the application is treated as rejected, so long-stop dates must allow for the full review and extension.
At a glance
Two alternative thresholds
Notification is required where sales in the relevant UAE market exceed AED 300 million, or combined market share exceeds 40%, in the last financial year.
File before completion
The Decree-Law requires notification at least 90 days before completion, and the deal must not be implemented until approval is granted.
Review period
The Ministry has 90 days from a complete application, extendable by 45 days; an application not decided in time is treated as rejected.
Executive Regulations in force
Cabinet Decision No. 59 of 2026 entered into force on 30 July 2026, setting filing contents and third-party participation rules.
Gun-jumping sanction
Failure to notify or early implementation can attract a fine of 2% to 10% of annual UAE sales of the relevant goods or services.
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The short answer: when merger control UAE rules require a filing
Under merger control UAE rules, a transaction must be notified to the Ministry of Economy and Tourism, and cannot close until cleared, where it is an "economic concentration" and either the turnover test or the market share test is met. The turnover test is met where the parties' total annual sales in the relevant UAE market exceeded AED 300 million in the last financial year. The market share test is met where their combined share of that market exceeds 40%.
The thresholds come from Cabinet Resolution No. 3 of 2025, which sits under Federal Decree-Law No. 36 of 2023 on competition. The filing must be made at least 90 days before completion. The Ministry then has 90 days from a complete application to decide, extendable by 45 days, and if it does not decide in time the application is treated as rejected, not approved.
This article focuses on the questions deal teams ask in the first week: does our deal count, how do we test the thresholds, who files and how long will it take? For the wider regime, see our practice page on merger control in the UAE.
The legal framework in October 2026
Three instruments now govern merger control UAE practice. The Decree-Law sets the core obligations: notification, standstill, review periods and sanctions. Cabinet Resolution No. 3 of 2025 sets the thresholds. Cabinet Decision No. 59 of 2026, the Executive Regulations, entered into force on 30 July 2026 and sets out filing contents, third-party participation and procedure.
Alongside these, a 2026 Cabinet resolution introduced filing fees, calculated by reference to the parties' turnover and subject to a cap, and the Ministry published guidelines on relevant market definition in July 2026. Fees are paid through the Ministry's portal once the application is accepted as complete, and the review clock runs from that point.
The reviewing body is the Competition Department of the Ministry of Economy and Tourism, with decisions taken by the Minister. The Ministry's economic concentration page lists the three possible outcomes: approval, approval with conditions, or rejection.
Step one: is the deal an economic concentration?
An economic concentration is any act that transfers ownership or usufruct rights over assets, shares or obligations in a way that gives one undertaking direct or indirect control over another. The legislation does not define control in detail, so practitioners apply a decisive influence approach familiar from EU-style regimes.
That has practical consequences. A majority share purchase is obviously caught. So may be a minority stake with veto rights over the budget, business plan or appointment of senior management, a move from joint to sole control, or an asset purchase that transfers a business with its own market presence. A purely financial stake with no governance rights is less likely to be caught, but the shareholders' agreement, not the percentage, decides the point.
Joint ventures
The thresholds do not expressly address joint ventures. In practice the Ministry appears to treat the parent companies as the undertakings concerned, which means a new joint venture with no UAE activity of its own can be notifiable if the parents meet a threshold. For mergers and joint ventures, the filing obligation falls jointly on the parties; for acquisitions it falls on the acquirer. Our guide to joint ventures in the UAE covers the structuring side.
Step two: testing the merger control UAE thresholds
Either threshold alone triggers notification. Both are measured in the "relevant market" in the UAE, not across the parties' whole UAE business or worldwide. Market definition is therefore the first workstream, not an afterthought.
| Issue | Position | Practical note |
|---|---|---|
| Turnover test | Parties' total annual sales in the relevant UAE market exceed AED 300 million in the last financial year | Count UAE sales of the relevant products, including sales into the UAE by foreign group companies |
| Market share test | Combined share exceeds 40% of the relevant UAE market in the last financial year | Narrow market definitions can push shares over the line |
| Timing | Notify at least 90 days before completion | Build the filing into the signing-to-closing timetable |
| Standstill | No steps to implement before clearance | Covers integration, not only legal completion |
| Review period | 90 days from a complete application, extendable by 45 days | Completeness review comes first; silence means rejection |
| Sanction | 2% to 10% of annual UAE sales of the relevant goods or services, or a fixed range where sales cannot be calculated | Applies to failure to notify and to gun-jumping |
The Ministry applies the tests to the parties and also looks at whether one party alone meets them. A large acquirer can therefore make a deal notifiable even where the target has modest UAE revenue. Even where a market is defined as regional or global, the Ministry tends to ask for UAE-specific market share data, so collect it early.
Exclusions to check
The Decree-Law excludes activities where another law gives a sector regulator its own competition procedures, and undertakings owned by the federal government or an emirate government where a resolution designates them. There is no general exemption for small and medium enterprises. Do not assume a deal in banking, telecoms or energy is excluded without checking the specific sector law.
Step three: the filing process and timetable
- Pre-signing assessment. Confirm whether the deal transfers control, define the relevant UAE markets, and test both thresholds. Record the analysis even if the answer is no.
- Allocate risk in the transaction documents. Make clearance a condition precedent, set a long-stop date that allows for the full review period and extension, and agree who prepares the filing and who bears the fee.
- Prepare the notification. The application includes financial statements, an economic report on markets, competitors, shares, customers and expected efficiencies, and the transaction documents. Filings can be made in Arabic or English; only the power of attorney needs notarisation and legalisation.
- Completeness check and fee. The Ministry checks that the file is complete, then the parties calculate and pay the fee through the portal. The 90-day review runs from a complete application.
- Publication and third parties. Basic details are published and interested third parties have a short window to comment or object. Objectors must show they are genuinely affected.
- Review and questions. Expect information requests on market definition and customer data. Answer them promptly; delays extend the timetable.
- Decision and closing. The Minister approves, approves with conditions or rejects. Close only once written approval is received and any conditions are built into the closing mechanics.
What the economic report should cover
The economic report is the heart of a merger control UAE filing and the part most likely to trigger questions. It should explain each relevant product and geographic market and why it is defined that way, give the parties' sales and shares in the UAE with the method used to estimate them, identify the main competitors and customers, describe barriers to entry, and set out the efficiencies the deal is expected to generate and its likely effect on prices, quality, availability and consumer choice.
Write it for a reviewer who does not know your industry. Use the Ministry's market definition guidelines as the framework, explain any data gaps candidly and keep the internal documents consistent with the story. Board papers and deal presentations that describe the target as a "must-win" competitor or promise price increases will undermine a carefully argued report.
Documents to assemble early
- Signed or near-final transaction documents and the group structure charts before and after the deal.
- Audited financial statements of the parties for the years the Ministry requests.
- UAE sales data by product and customer, including sales made through distributors and agents.
- Market studies, internal strategy papers and competitor information relied on for the economic report.
- A notarised and legalised power of attorney for the filing representative.
Silence is not consent. Because an undecided application is treated as rejected, the long-stop date should cover the 90-day review, the 45-day extension and the time needed for the completeness check, not just the headline 90 days.
Options when a filing is likely
Once a filing is likely, deal teams typically weigh the following approaches.
| Approach | When it fits | Trade-off |
|---|---|---|
| File early, sign later | Simple deals with no overlap | Requires a well-advanced deal; information may need refreshing |
| Sign, then file with clearance as a condition | Most private M&A | Longer gap between signing and closing; business must run independently |
| Restructure to avoid control | Minority investments | Reduced governance rights; must reflect real arrangements, not form only |
| Carve out UAE business | Global deals with a small UAE overlap | Practical only where the UAE business can be ring-fenced; still needs analysis |
| Offer remedies | Overlaps in concentrated markets | Conditions may limit post-deal integration or require divestment |
Illustrative scenario: a foreign-to-foreign acquisition
This scenario is illustrative only; the parties are generic. A Singapore-based food ingredients group agrees to buy a European competitor. Neither has a UAE subsidiary, but both sell into the UAE through distributors and the target supplies several large Dubai food manufacturers.
The buyer's team first asks whether the deal is a concentration. It is: the buyer acquires sole control. It then defines the relevant market, ingredient by ingredient, and counts both parties' sales into the UAE, including through distributors. One product line shows combined UAE sales comfortably above the turnover threshold, even though the UAE is a small part of the global deal.
The parties make UAE clearance a condition, set the long-stop date to cover the full review and extension, and prepare the economic report alongside EU and other filings. They also agree that no integration, such as joint pricing or customer allocation, will begin before UAE approval. That last point is often where gun-jumping risk arises.
Risks and common mistakes
Testing thresholds against group revenue instead of the relevant market
Both tests are measured in the relevant UAE market. Teams sometimes conclude a deal is not notifiable because total UAE revenue looks small, or assume it is notifiable because global revenue is large. Neither is the right test. Define the product and geographic markets first, then calculate sales and shares in each. Where data is uncertain, document the methodology so you can explain it to the Ministry if asked later.
Gun-jumping through early integration
The standstill covers more than legal completion. Exchanging competitively sensitive information beyond what is needed for diligence, coordinating pricing, transferring customers or giving the buyer veto rights over ordinary business before clearance can all be treated as implementation. Use clean teams for sensitive data and limit interim covenants to protecting the value of the target. Sanctions for gun-jumping are calculated as a percentage of UAE sales.
Ignoring minority investments and joint ventures
Venture and growth investors often take minority stakes with strategic vetoes. Those rights can confer joint control and make the investment notifiable if a threshold is met. Similarly, a joint venture between two groups with significant UAE sales may need a filing even if the joint venture itself is new. Review governance rights in term sheets with merger control UAE rules in mind.
Under-planning the long-stop date
Because silence means rejection and the review can be extended, a long-stop date set at 90 days after filing is rarely enough. Allow for the completeness check, the full review, the extension and any time needed to negotiate conditions. Build in a right to extend if the Ministry is still reviewing in good faith.
Treating a DIFC or ADGM structure as outside the regime
Holding a target through a DIFC or ADGM company does not remove the federal filing obligation. What matters is control over an undertaking active in a UAE market. Financial services regulators in those centres may have their own change-of-control approvals, so a deal can need both a federal merger filing and a regulatory approval.
Cross-border angle and multi-jurisdictional deals
The UAE regime applies on an effects basis, so global transactions involving sales into the UAE must be screened alongside EU, UK, Saudi and other filings. The Saudi regime is active and regional deals often require both. Coordinate the economic analysis across filings so that market definitions are consistent, while recognising that the UAE Ministry will expect UAE-specific data.
For acquirers from Bangladesh, India, China or Singapore buying into UAE businesses, merger control UAE screening sits alongside licensing, foreign ownership and sector approvals. See our pages on mergers and acquisitions and foreign direct investment in the UAE.
What to do next: a deal team checklist
- Screen every acquisition, joint venture and significant minority investment for control at term sheet stage.
- Define the relevant UAE markets and collect sales and share data for both parties.
- Test the turnover and market share thresholds separately; record the conclusion.
- Make clearance a condition and set a realistic long-stop date.
- Agree clean-team and interim conduct rules to avoid gun-jumping.
- Prepare the economic report early and align it with other filings.
- Check for parallel regulatory approvals in regulated sectors and in the DIFC or ADGM.
TRW & Co prepares threshold assessments, filings and transaction protections, and coordinates with counsel in other jurisdictions. For the conduct side of the same law, read our guide to UAE competition law. Official texts are on the UAE Legislation portal and filings are made through the Ministry's competition services. To test a specific deal, contact our Dubai team.
Frequently asked questions
01What are the merger control thresholds in the UAE?
Under Cabinet Resolution No. 3 of 2025, a transaction that amounts to an economic concentration must be notified where either the parties' total annual sales in the relevant UAE market exceeded AED 300 million in the last financial year, or their combined share of the relevant UAE market exceeds 40%. Either test alone is enough. Both are measured in the relevant market, so market definition is the first step. The Ministry also considers whether one party alone meets a threshold.
02Do foreign-to-foreign deals need UAE merger clearance?
They can. The UAE competition law applies to conduct outside the UAE that affects competition in a UAE market. If the parties sell into the UAE, directly or through distributors, and a threshold is met in a relevant UAE market, the deal may be notifiable even though neither party has a UAE subsidiary. Global deal teams should screen UAE sales data alongside other jurisdictions early in the process.
03How long does UAE merger control review take?
After the Ministry confirms the application is complete and the fee is paid, it has 90 days to decide, extendable by 45 days. The filing must be made at least 90 days before completion. If no decision is issued within the review period, the application is treated as rejected. Practical timing depends on the complexity of the markets, the quality of the economic report and how quickly information requests are answered, so plan conservatively.
04Are joint ventures caught by UAE merger control?
Often, yes. The thresholds do not expressly address joint ventures, but in practice the Ministry appears to treat the parents as the undertakings concerned. A new joint venture with no UAE activity can therefore be notifiable if its parents meet a threshold in a relevant UAE market. For mergers and joint ventures the filing obligation falls on the parties jointly. Assess control and thresholds at term sheet stage.
05What happens if we close without UAE clearance?
Failure to notify and implementation before clearance can attract a fine of 2% to 10% of annual sales of the relevant goods or services in the UAE in the last financial year, or a fixed range where sales cannot be calculated. The Ministry can also review a concentration after it has been implemented. Early integration, such as coordinating prices or transferring customers before approval, can be treated as gun-jumping even if legal completion has not occurred.
06Does a DIFC or ADGM holding structure avoid the filing?
No. The federal regime turns on control over an undertaking active in a UAE market, not on where the holding company is incorporated. Deals in regulated financial services may also need change-of-control approval from the DFSA or FSRA, so a transaction can require both a federal merger filing and a regulatory approval. Map all approvals together so the conditions and long-stop date reflect every process.
Sources and official materials
- Federal Decree-Law No. 36 of 2023 Regarding Regulating Competition — Notification, standstill, review periods and sanctions
- Cabinet Resolution No. 3 of 2025 — Turnover and market share thresholds for economic concentrations
- Ministry of Economy and Tourism: Economic Concentration — Outcomes of merger review and process
- Ministry of Economy and Tourism: Competition Services — Online filing and related competition services
- UAE Legislation portal — Official federal legislation including the 2026 Executive Regulations
General information only, current as at 27 October 2026. It is not legal advice and does not create a lawyer–client relationship. UAE law differs between the onshore jurisdiction, the DIFC, ADGM and the free zones, and changes frequently; check current official sources and take advice on the facts of your matter.
