On 30 April 2026, the UAE Cabinet adopted Cabinet Decision No. 59 of 2026 issuing the Executive Regulations of Federal Decree-Law No. 36 of 2023 on the Regulation of Competition. The Regulations enter into force on 30 July 2026, completing the framework that began with the Competition Law itself in late 2023 and continued with Cabinet Decision No. 3 of 2025, which set the notification thresholds in January 2025. The 2023 law introduced a mandatory, suspensory merger control regime, but its procedural machinery remained incomplete until now. As of this month, merger control in the UAE is fully operational — and businesses with any UAE nexus need to prepare.

Who must notify?

Under Article 12 of the Competition Law, parties must file with the Ministry of Economy and Tourism at least 90 days before completing any economic concentration (merger, acquisition, or similar transfer of control) where either of two alternative thresholds set by Cabinet Decision No. 3 of 2025 is met: (i) the combined annual sales of the parties in the relevant market within the UAE exceed AED 300 million in the last fiscal year; or (ii) the combined share of the parties exceeds 40% of total transactions in the relevant market. Notification is mandatory and suspensory — the parties may not take steps to complete the transaction while the review is pending. Importantly, the law applies to economic activities carried on outside the UAE where they affect competition within the country, bringing many regional and global deals within the scope of UAE review.

Review timeline before the Ministry

• A formal completeness check within 10 working days of filing, extendable by a further 10 working days.
• A reasoned decision by the Minister or his delegate within 90 days of receipt of the complete application, extendable by an additional 45 days.
• Interested parties — competitors, customers, and suppliers — may submit observations or objections within 15 working days of the Ministry publishing basic details of the concentration on its website.
• Review periods are suspended when the Ministry requests additional information or seeks the opinion of sectoral regulators, and resume once the information is received.

Critically, if no decision is issued within the applicable period, the transaction is deemed rejected — the opposite of the deemed-clearance rule found in many comparable jurisdictions. In practice, the timeline from signing to clearance can extend well beyond six months, which must be factored into sale and purchase agreements, long-stop dates, and completion mechanics.

Filing requirements under Article 10 of the Regulations

• Constitutional documents and commercial licences of each party.
• A copy of the transaction agreement and audited financial statements for the last three fiscal years.
• A list of founders, partners, or shareholders with their ownership percentages, and details of headquarters and branches.
• An economic report containing a detailed study of the relevant market over the last three fiscal years, the identification of competitors and their market shares, the impact of the transaction on prices, quality, availability, and consumer welfare, and any commitments proposed to address negative effects.
• A list of related transactions — acquisitions, mergers, and joint ventures — completed during the last three years.

Filings may be made in Arabic or English, with translations required for documents in other languages, and must be signed electronically by a legal representative acting under a duly authenticated special power of attorney.

Sanctions: the cost of getting it wrong

• Failure to notify (Article 25): a fine of 2% to 10% of the annual sales of the goods or services connected with the violation; where sales cannot be calculated, a fine of AED 500,000 to AED 5,000,000.
• Gun-jumping — completing before clearance (Article 26): a fine of AED 50,000 to AED 500,000.
• Restrictive agreements and abuse of a dominant position (Article 24): a fine of not less than AED 100,000, rising to as much as 10% of annual sales within the UAE.
• Obstructing an investigation (Article 27): a fine of AED 50,000 to AED 500,000.
• Upon conviction, the court may additionally order closure of the establishment for three to six months and publication of the judgment at the expense of the violator.

The Regulations also introduce a formal settlement (reconciliation) mechanism: the violator must acknowledge the violations in writing and pay no less than double the minimum applicable fine within 30 working days. A concluded settlement is final and non-appealable; it halts criminal proceedings but does not extinguish civil liability.

Practical recommendations

Companies contemplating mergers, acquisitions, or joint ventures touching the UAE market should build competition analysis into deal planning from day one: assess the notification thresholds early, budget for specialist economic input to prepare the required market report, set realistic timetables that account for the review periods and clock-stops, and draft conditions precedent that respect the standstill obligation. There is no safe harbour in staying silent — the Ministry may investigate and impose penalties whether or not a filing was made and whether or not the transaction has closed, and cleared transactions remain subject to post-completion monitoring.