TRW & Co · Corporate & Commercial
Mergers and Acquisitions in the UAE
M&A in the UAE now runs on a new rulebook. Mandatory merger control, Executive Regulations in force since July 2026, the 2025 Commercial Companies Law amendments and a new Capital Market Authority all change how deals are structured, timed and closed. This guide sets out the framework, the structures, the process and the mistakes to avoid.
Key pointApprovals, not negotiation, set the timetable for most UAE deals: a filing must be made at least 90 days before completion, and if the Ministry does not decide in time the deal is treated as rejected, so clearance must be an express condition with a realistic long-stop date.
At a glance
Mandatory merger thresholds
A filing is required where relevant UAE sales exceed AED 300 million or combined market share exceeds 40% in the last financial year, effective 31 March 2025.
Suspensory and slow
File at least 90 days before completion; review runs 90 days, extendable by 45, and a missed deadline counts as rejection, not approval.
New company law tools
Federal Decree-Law No. 20 of 2025 allows LLC share classes, constitutional drag and tag rights, redomiciliation and conversion while keeping legal personality.
LLC pre-emption remains
Existing LLC partners keep a statutory pre-emption right on transfers to outsiders, exercisable within thirty days of notice of the agreed price under Article 80.
New capital markets regulator
The Capital Market Authority replaced the SCA on 1 January 2026; earlier SCA takeover rules continue to apply where consistent until replaced.
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What M&A in the UAE covers
M&A in the UAE covers the acquisition and sale of companies and businesses with a UAE footprint: share purchases of mainland limited liability companies, acquisitions of free zone and DIFC or ADGM entities, asset and business transfers, statutory mergers, joint ventures, minority and growth investments, and offers for listed public joint stock companies. It also covers the foreign deal that is caught because the target sells into the UAE.
Three developments make 2026 different. Merger control now has real teeth, with mandatory thresholds since 31 March 2025 and Executive Regulations in force since 30 July 2026. The Commercial Companies Law amendments of 2025 introduced share classes, constitutional drag and tag rights and redomiciliation. And the Capital Market Authority replaced the Securities and Commodities Authority on 1 January 2026. Each changes how deals are structured and timed.
For buyers, the questions are what you are really acquiring, which approvals you need and how you will be protected if something goes wrong. For sellers, they are how to prepare the business, how to limit post-closing exposure and how to achieve a clean exit. This page addresses both.
The legal and regulatory framework for M&A in the UAE
Company law
Onshore companies are governed by the Commercial Companies Law (Federal Decree-Law No. 32 of 2021), amended by Federal Decree-Law No. 20 of 2025. The Ministry of Economy and Tourism publishes the law and its resolutions on its companies legislation page, and each emirate’s economic department registers mainland companies. Free zones have their own company regulations, and the DIFC and ADGM have common-law-based companies laws and registrars.
Two company law rules shape almost every private deal. An LLC may have between one and fifty shareholders, and existing partners have a statutory pre-emption right on a transfer to a non-partner, with thirty days from notification of the agreed price to exercise it under Article 80. A transfer of shares must be made by an attested instrument and binds the company and third parties only once recorded in the commercial register.
The 2025 amendments
Federal Decree-Law No. 20 of 2025, issued in October 2025 and now in force, gives deal lawyers new tools. LLCs may issue classes of shares with different voting, dividend, redemption or liquidation rights, recorded in the memorandum and the commercial register. LLCs and private joint stock companies may put drag-along and tag-along rights into their constitutional documents. Companies may redomicile between emirates and between the mainland and free zones while keeping their legal personality, and convert between legal forms. In-kind contributions must be valued by approved valuers.
Some features depend on implementing Cabinet resolutions, so confirm the current position with the registering authority before relying on them. Our article on the Commercial Companies Law amendments explains each change.
Competition, capital markets and sector regulators
Merger control sits under Federal Decree-Law No. 36 of 2023, Cabinet Resolution No. 3 of 2025 on thresholds and Cabinet Decision No. 59 of 2026, the Executive Regulations, administered by the Ministry’s economic concentration team. Listed company deals fall under Federal Decree-Laws No. 32 and 33 of 2025 and the Capital Market Authority. Banks, insurers, payment firms, telecoms and other regulated targets need change-of-control approval from their own regulator, such as the Central Bank, the DFSA or the FSRA.
Choosing the structure: share deal, asset deal or merger
The structure decides what liabilities transfer, which consents are needed and how tax applies. The table summarises the main options for M&A in the UAE.
| Structure | What transfers | Key consents and steps | Main advantages | Main drawbacks |
|---|---|---|---|---|
| Share purchase (LLC) | The company with all its assets, contracts, licences, employees and liabilities | Pre-emption waiver, attested transfer, amended memorandum, licence update, merger control if thresholds met | Continuity of licences, visas and contracts | Buyer inherits historic liabilities; diligence and warranties carry the risk |
| Asset or business purchase | Selected assets, contracts and employees | Counterparty consents, new licences and visas, employee transfers, asset registrations | Buyer can leave liabilities behind | Slower; contracts and permits may not transfer automatically |
| Statutory merger | All assets and liabilities pass to the surviving or new company | Shareholder resolutions, valuation, creditor protection period, registrations | Universal succession without individual transfers | Process-heavy; creditor objections can delay completion |
| DIFC or ADGM holding company sale | Shares in the offshore holding company | Registrar filings, regulator approval if regulated, onshore notifications | Common-law documents and courts | Onshore subsidiaries still need licence and merger control checks |
| Listed company offer | Shares in a PJSC | CMA approvals, takeover rules, disclosure | Route to full ownership of listed targets | Strict timetable, disclosure and squeeze-out conditions |
Many international buyers prefer to acquire through a DIFC or ADGM holding company, or to push the target into one before sale, because those centres offer English-language companies law and courts familiar to investors. Redomiciliation under the 2025 amendments may make it easier to move an onshore company to a different jurisdiction rather than re-incorporating, subject to approvals. See our guide to share sales versus asset sales.
Approvals and merger control
Approvals, not negotiation, usually set the timetable for M&A in the UAE. A filing is mandatory where the parties’ annual sales in the relevant UAE market exceed AED 300 million, or their combined market share exceeds 40%, in the last financial year. Either threshold can be met by one party alone. Filing must be made at least 90 days before completion and the deal must not close until cleared.
Once the filing is confirmed complete, the Minister has 90 days to decide, extendable by 45 days. If no decision issues in time, the application is treated as rejected, not approved. Third parties may comment within 15 working days after basic details are published. Completing without clearance can attract fines of 2% to 10% of the relevant UAE annual sales. Our page on merger control in the UAE explains the filing in detail.
In UAE merger control, silence is rejection. Clearance must be an express condition precedent, and the long-stop date must allow for the full review period.
Control is not defined in the legislation and is read broadly, so a minority investment with vetoes over the budget, business plan or senior appointments may be notifiable. Foreign-to-foreign deals are caught where the parties have UAE sales above the thresholds. Separately, activities with strategic impact under Cabinet Resolution No. 55 of 2021, such as defence, banking, insurance and telecoms, may carry ownership limits or need approval; see foreign direct investment.
The deal process and timeline
- Prepare and plan. Sellers clean up the corporate records, licences, beneficial ownership register and key contracts. Buyers build an approvals map covering merger control, sector regulators and licensing authorities.
- Term sheet and exclusivity. Agree price mechanism, structure, key conditions and exclusivity. Keep negotiations confidential and conducted in good faith, as the new civil code requires.
- Due diligence. Review corporate, regulatory, commercial contracts, employment and immigration, real estate, IP, data protection, tax and litigation. Focus on change-of-control clauses and licence conditions. See our M&A due diligence checklist.
- Negotiate the SPA. Settle warranties, specific indemnities, limitations, price adjustments or locked box, conditions, interim covenants and any warranty and indemnity insurance.
- Sign and file. Sign the SPA, submit the merger control filing and regulatory applications, and manage pre-closing conduct without gun-jumping.
- Satisfy conditions. Obtain clearances, waivers of pre-emption, third-party consents and any shareholder approvals. Prepare attested transfer documents and the amended memorandum.
- Complete and register. Pay the price, execute the transfer before the notary or registrar, update the commercial register, licence, bank mandates and visa sponsorship, and file beneficial ownership changes.
- Integrate. Update contracts, policies, signatories and governance; handle earn-outs, completion accounts and warranty claims within the agreed periods.
Documents to assemble
Whichever side you are on, a well-organised document set shortens diligence and reduces completion risk. Sellers should prepare a virtual data room before marketing the business; buyers should know what they will ask for.
- Trade licences, commercial register extracts, memorandum and articles, share registers and all historic share transfer documents.
- Beneficial ownership register entries and any nominee or side agreements.
- Material contracts, with change-of-control, exclusivity and termination clauses highlighted.
- Regulatory licences, approvals and correspondence with regulators.
- Employee lists, contracts, visa and work permit records, and end-of-service accrual calculations.
- Corporate tax and VAT registrations, returns, assessments and any relief elections.
- Leases, title deeds, intellectual property registrations and litigation and claims records.
- For completion: board and shareholder resolutions, powers of attorney and passports, attested and translated where required.
Key terms in UAE share purchase agreements
SPAs for M&A in the UAE often look like English-law documents, but local law affects how several clauses work, especially if the agreement is governed by UAE law or enforced onshore.
Warranties and disclosure
The new civil code imposes a non-excludable duty to disclose information of decisive importance before contracting. Sellers should run a disciplined disclosure process; buyers should not assume that an anti-sandbagging clause will fully shield a seller who stayed silent.
Indemnities and caps
Specific indemnities for known tax, labour or regulatory issues remain essential. Caps and time limits are generally respected between businesses, but not for fraud. Escrow or retention gives practical security.
Price mechanism
Locked-box deals are common for clean targets; completion accounts suit businesses with volatile working capital. Earn-outs need precise definitions and dispute resolution by an expert.
Conditions and long-stop
Make merger control and regulatory approvals express conditions, allow for the 90-day review plus extension, and allocate responsibility for filings and remedies.
Constitutional alignment
Mirror key shareholder protections in the memorandum or articles, now that drag, tag and share classes can be embedded there. A side agreement alone may not bind the company or a new shareholder.
Governing law and forum
English law with DIFC, ADGM or international arbitration is common. Onshore completion steps still follow UAE formalities, and signatories need specific authority under the new civil code.
Run the onshore transfer formalities in parallel with the SPA, not after it. The notary or registrar will want specific documents, attested and translated where needed, including corporate approvals from foreign shareholders. Missing legalisation of a foreign board resolution is one of the most common reasons UAE completions slip.
Risks and common mistakes
Treating merger control as an afterthought
Because the regime is suspensory and silence counts as rejection, a buyer that signs without assessing thresholds may find it cannot close on time. Collect UAE sales and market share data for both groups before the term sheet, including sales through distributors and online channels. If a filing is needed, allow roughly six months in the timetable and keep interim covenants limited to protecting value, to avoid gun-jumping.
Ignoring nominee and side arrangements
Older mainland companies were sometimes held through nominee shareholders with side agreements. These are risky to inherit: they may be unenforceable, and the registered shareholder holds the legal title. Diligence should identify them, and the deal should regularise ownership transparently before or at completion, with releases from the nominee.
Missing change-of-control and licence conditions
Commercial contracts, government concessions, leases and regulated licences often require consent or notification on a change of control. A share deal does not avoid them. Map these early, decide which consents are conditions, and plan how to approach counterparties without breaching confidentiality.
Underestimating employment and visa steps
In an asset deal, employees do not transfer automatically: new employment contracts, work permits and residence visas are needed, and end-of-service liabilities must be settled or assumed. In a share deal, the employer stays the same but the establishment card and signatories may need updating. Plan to avoid gaps in sponsorship.
Assuming tax reliefs apply automatically
Corporate tax reliefs for transfers within a qualifying group and for business restructurings require an election and conditions, and can be clawed back if the shares or business are sold within two years. A buyer acquiring a target that recently claimed relief may inherit a clawback; specific tax indemnities should address it. See corporate tax in the UAE.
Listed targets and regulated businesses
Offers for UAE public joint stock companies listed on ADX or DFM now sit with the Capital Market Authority, which replaced the SCA on 1 January 2026. Earlier SCA resolutions, including the takeover rules, continue to apply where consistent until the CMA replaces them, so check the current instrument for each step. Stakebuilding, disclosure and inside information rules apply from the first approach. Our page on securities regulation covers the new framework.
DIFC and ADGM listed companies are subject to the takeover rules of the DFSA and FSRA respectively. Acquisitions of banks, insurers, exchange houses, payment firms and virtual asset businesses require prior approval from the relevant regulator, which can take longer than merger control. Build those approvals into the long-stop date from the start.
Cross-border M&A in the UAE
Many buyers and sellers are foreign. Indian, Saudi, Chinese, UK and Singapore groups are active acquirers of UAE businesses, and UAE groups and sovereign-linked investors are major outbound buyers. A UAE deal may also trigger merger control in Saudi Arabia, the COMESA region, India or elsewhere, so a multi-jurisdiction filing analysis is part of every larger transaction.
Bangladeshi sponsors and family groups often hold UAE trading entities alongside their home businesses; transfers may raise home-country foreign exchange and outward investment rules as well as UAE formalities. UK sellers expect English-law SPAs and W&I insurance; Singapore holding companies often sit above UAE subsidiaries. TRW & Co coordinates across Dhaka, Singapore, London and Dubai so that home-country approvals, tax and the UAE completion mechanics move together.
Enforcement planning belongs in the SPA. If the seller’s assets are outside the UAE, an arbitral award is usually easier to enforce than a court judgment, because the UAE and most counterparty states are parties to the New York Convention. Where warranty claims may need to be brought against individual founders resident in the UAE, consider escrow or retention so that recovery does not depend on enforcement at all.
How TRW & Co helps with M&A in the UAE
We act for buyers, sellers, founders and investors on M&A in the UAE from structuring through completion and integration. Where representation before UAE onshore courts or the DIFC/ADGM Courts is required, we work alongside locally licensed advocates and registered practitioners.
Structuring and approvals
We design the deal structure and holding jurisdiction and prepare the approvals map covering merger control, sector regulators, foreign ownership and licensing.
Due diligence
We lead legal diligence on UAE targets, with red-flag reporting focused on licences, ownership, contracts, employment, regulatory and dispute risks.
Transaction documents
We draft and negotiate term sheets, SPAs, disclosure letters, shareholder agreements and constitutional amendments using the 2025 company law tools.
Completion and integration
We run onshore and free zone completion formalities, beneficial ownership filings and post-closing integration and governance.
Related advice often covers private equity transactions, joint ventures, shareholder agreements and corporate restructuring. Explore our practices or contact us at info@trw.co.
Checklist for decision-makers
- Have we tested both merger control thresholds and the control question for this deal before signing?
- Does the timetable for M&A in the UAE allow for the 90-day review, the 45-day extension and preparation time?
- Have we identified sector regulators and strategic-impact activities that need approval?
- Is the structure (share, asset, merger or holding company sale) chosen with liabilities, consents and tax in mind?
- Has diligence covered change-of-control clauses, licence conditions and any nominee arrangements?
- Are the 2025 company law tools, such as share classes and drag and tag rights, reflected in the constitutional documents?
- Are signatories and foreign corporate approvals properly authorised, attested and translated for completion?
- Have we planned employee, visa, bank and beneficial ownership updates for the day after completion?
Buyers and sellers that answer these questions early find that M&A in the UAE runs to timetable. Those that leave approvals and formalities to the end tend to discover them at completion.
Frequently asked questions
01How long does a typical acquisition take in the UAE?
A simple share purchase of an unregulated mainland or free zone company can complete within a few months of agreeing terms. If merger control applies, allow roughly six months from preparing the filing to clearance, given the 90-day review and possible 45-day extension. Acquisitions of banks, insurers or payment firms need regulator approval, which may take longer. Attestation of foreign documents and licence amendments add time, so start them early.
02Can a foreign buyer acquire 100% of a UAE company?
For most mainland activities, yes, following the Commercial Companies Law reforms that removed the general requirement for a UAE national shareholder. Activities with strategic impact under Cabinet Resolution No. 55 of 2021, such as defence, banking, insurance and telecoms, may be restricted or need approval, and commercial agency activity remains reserved. Free zone, DIFC and ADGM companies have long allowed full foreign ownership, subject to sector licensing.
03Do existing shareholders have a right to block a sale of LLC shares?
They have a statutory pre-emption right rather than a veto. Under Article 80 of the Commercial Companies Law, a shareholder who wants to sell to a non-partner must notify the others through the manager, who then have thirty days from notice of the agreed price to buy the shares. If none exercises the right, the seller may proceed. The memorandum and any shareholder agreement may add further consent or transfer rules.
04Is a share sale or asset sale better in the UAE?
It depends on the target. A share sale preserves licences, visas and contracts, so it is usually faster and less disruptive, but the buyer inherits all historic liabilities. An asset sale lets the buyer choose what it takes, but contracts, permits and employees must be transferred individually, which takes longer. Tax reliefs, merger control and third-party consents can tip the balance, so model both early.
05What changed for M&A under the 2025 Commercial Companies Law amendments?
Federal Decree-Law No. 20 of 2025 lets LLCs issue share classes with different economic and voting rights, allows drag-along and tag-along rights in the memorandum or articles of LLCs and private joint stock companies, permits redomiciliation between emirates and between mainland and free zones, and streamlines conversion between legal forms. Some features depend on implementing Cabinet resolutions, so confirm current practice with the registering authority.
06Is warranty and indemnity insurance used in UAE deals?
Yes, increasingly, especially on private equity exits and larger private deals where sellers want a clean break. Underwriters expect a proper diligence report and will exclude known issues and some tax and sector risks, so specific indemnities, escrows or price adjustments are still needed for problems found in diligence. Consider the policy early so that the SPA warranty package and underwriting run together.
07Does the new Civil Transactions Law affect share purchase agreements?
Yes, where the SPA is governed by UAE law or negotiations are subject to it. The law requires good-faith negotiation and a non-excludable duty to disclose information of decisive importance, which affects how disclosure letters and anti-sandbagging clauses operate. It also requires special authority for sales and arbitration agreements. SPAs governed by DIFC, ADGM or foreign law are less directly affected, but onshore completion steps still follow UAE formalities.
Sources and official materials
- Federal Decree-Law No. 32 of 2021 on Commercial Companies — Onshore companies law, as amended
- Companies Legislations, Ministry of Economy and Tourism — Companies law and resolutions
- Federal Decree-Law No. 36 of 2023 Regarding Regulating Competition — Merger control and competition rules
- Economic Concentration, Ministry of Economy and Tourism — Merger filing procedure
- Federal Decree-Law No. 33 of 2025 on the Regulation of the Capital Market — Listed company and securities rules
- Capital Market Authority — Federal securities regulator since 2026
- Full foreign ownership of commercial companies (u.ae) — Foreign ownership rules
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.
